25 April 2022

ACCESS INTELLIGENCE PLC

("Access Intelligence", the "Company" or the "Group")

FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2021

Access Intelligence Plc (AIM: ACC), the technology innovator delivering Software-as-a-Service ("SaaS") solutions for the global marketing and communications industries, announces its final results for the year ended 30 November 2021.

Highlights

·   2021 was a transformative year for the Group, combining accelerating organic growth in its existing EMEA & North America business alongside the acquisition of Isentia, a leading media intelligence company in Australia and across the Asia Pacific region.

·   New client wins during the year included Adecco, ASDA, BASF, Capita, Danone, EY, Eli Lilly, Financial Times Group, Gymshark, Havas, Hertz, Hewlett Packard, Lloyds Pharmacy, L'Oreal, Mastercard, McLaren Automotive, Pfizer, Red Bull Racing, Reddit, Sainsbury's, Sony Music Entertainment, Starling Bank, TalkTalk, Twitch, UNICEF and William Grant & Sons.

·    Annual Contract Value ("ACV") base increased by 169% to £58.9 million (2020: £21.9 million). The Group delivered organic ACV growth of £5.0 million (23%) whilst the acquisition of Isentia added another £32.0 million of ACV.

·   Revenue increased by 75% year-on-year to £33.3 million (2020: £19.1 million). Excluding Isentia, revenue increased organically by 21% to £23.1 million.

·    Adjusted EBITDA loss for the year of £0.5 million (2020: profit of £0.7 million), reflecting additional investments made in the Group's product suite, alongside expanded sales and marketing activity to drive future growth.

·    At 30 November 2021, cash balance was £13.5 million (2020: £1.4 million).

Christopher Satterthwaite, Non-Executive Chairman of Access Intelligence, commented:

"Access Intelligence's strong organic performance against the backdrop of the pandemic, in addition to the acquisition of Isentia, APAC's market-leading media monitoring and insights brand, makes 2021 a landmark year for the Group. It now has an established global infrastructure, which is set up to drive growth through cross-sell and upsell, and support further expansion by unlocking new buyer types and markets. Overall, we are pleased with the progress being made with the integration of Isentia and continue to trade in line with expectations.

The Group's shared product expertise and operational excellence also enables it to deliver the next generation of audience intelligence to blue chip organisations around the world."

For further information:

Forward looking statements

This announcement contains forward-looking statements.

These statements appear in a number of places in this announcement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, revenue, financial condition, liquidity, prospects, growth, strategies, new products, the level of product launches and the markets in which we operate.

Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors.

These factors include any adverse change in regulations, unforeseen operational or technical problems, the nature of the competition that we will encounter, wider economic conditions including economic downturns and changes in financial and equity markets. We undertake no obligation publicly to update or revise any forward-looking statements, except as may be required by law.

This announcement contains an extract from the Access Intelligence Plc Annual Report 2021.

Chairman's Statement

The roles of marketing and communications professionals came under the spotlight more than ever in 2021 as brands and organisations navigated highly volatile marketplaces. Mis- and disinformation continue to present obstacles for all types of organisation, fuelling unprecedented challenges to the trust and reputation of all society's leaders and stakeholders.

Crises of communication have become an inevitability and best-in-class communication strategies now rely on constant innovation.

Agile organisations and brands that embrace the need for 24/7 market intelligence are prepared for this new environment; those that do not leave themselves at risk.

Group growth

Access Intelligence (the "Group") has demonstrated strong organic growth in the rapidly evolving intelligence sector. It continues to take market share in its core business, while investing in its omnichannel platform. Investment in innovation provides audience intelligence in real time, driving the strategic activities of marketers, communicators, PR practitioners, lobbyists and advertisers, satisfying each function's need to understand current and potential customers' behaviour, awareness and intent.

It is supported by partnerships with the world's largest data providers and social media platforms - including Twitter, Reddit and Twitch - which use the Group's tools and services to understand the value of their own platforms, and their respective clients' audience engagement.

It was also a transformational year for the Group, with the acquisition of Isentia providing access to new marketplaces in APAC. The Group now has a global client base in excess of 6,000 across four continents and 10 markets. In addition the acquisition created the commercial and operational infrastructure for the Group to deliver against its strategy of offering solutions to global customers' reputation management worldwide.

Transformation requires extraordinary commitment from management, members of staff and shareholders alike. I would like to thank all for their support as we have continued to deliver against our growth strategy in 2021 while implementing the integration of Isentia.

People driving change

As the Group's operations have globalised, the Board has been strengthened with new appointments in Sarah Vawda, former Corporate Development Director at Johnson Matthey; Katie Puris, Head of Global Brand and Creative at TikTok; and Lisa Gilbert, Vice President of Brand, Sponsorship & Content at Kyndryl, formerly IBM. It is a source of pride throughout the Group to be part of a progressive business, which now has a Board with a 4:3 female:male split.

Sarah, Katie and Lisa are experts in their domains, with skillsets in audit, M&A, corporate development, strategy, marketing and communications, which align with the Group strategy and match the overall profile of its buyer types.

The near-total easing of restrictions in the UK has allowed the Group's London-based head office to reopen fully, with a majority of EMEA colleagues now working on a hybrid basis. Our people continue to provide excellence in customer service and deliver product innovations that are unmatched in the market.

A resilient model

Access Intelligence is a software as a service (SaaS) business with a growing recurring revenue base of subscriptions, typically on annual or multiyear contracts. This is a secure and sustainable model that enables accelerating revenue growth to be delivered through an efficient and scalable cost structure.

The Group maintains a technology-first approach to both customer-facing products and in-house systems and is focused on leveraging these globally to maximise benefits for customers and economies of scale internally.

The confidence the business model provides, and the continued adaptability of our people, is reflected in the extraordinary client wins achieved across the Group in 2021. These include: Adecco, ASDA, BASF, Capita, Danone, EY, Eli Lilly, Financial Times Group, Gymshark, Havas, Hertz, Hewlett Packard, Lloyds Pharmacy, L'Oreal, Mastercard, McLaren Automotive, Pfizer, Red Bull Racing, Reddit, Sainsbury's, Sony Music Entertainment, Starling Bank, TalkTalk, Twitch, UNICEF and William Grant & Sons.

In APAC, we also added Apple Thailand, Australian Digital Health Agency, Financial Services Council, KFC, Lululemon Athletica, Ministry of Transport (Singapore), Pernod Ricard, Pfizer, Publicis, Roche, SAAB Australia and Transdev Australia.

Data management as a core discipline

Global operations have exposed the Group to a myriad of data regulations, which change depending on the local or regional authority.

Ethical data security and management continues to be a focus for the Group, which achieved the ISO/IEC 27001 certification to confirm its ongoing commitment to apply the most rigorous risk management models to protect information and data belonging to both the Group and its clients. This is especially beneficial to international clients who rely on their SaaS providers to ensure compliance consistency around the world.

The Group upholds the strictest standards in its media measurement and insights services. In 2021, the brands Vuelio and Pulsar joined Isentia as official members of the International Association for the Measurement and Evaluation of Communication (AMEC), which is the leading professional body for media intelligence and insights.

Innovation and impact

The Group continues to invest in driving innovation within its product offering that strengthens its audience intelligence, data coverage and machine learning capabilities, including partnerships that target misinformation and fake news.

Through these developments, the Group is creating a continual loop between insight, strategy, execution and optimisation - allowing clients to respond in real time to intelligence and learn from the experience. This approach secures new business wins and improves retention, as clients embed the Group's product suite into their operations.

Current trading

During the first quarter of 2022 the Group's EMEA and North America business has continued to grow with improved upsell compared to Q1 2021 as some of our largest customers have continued to increase their spend through adding additional services or departments to their contracts.

New client wins in EMEA and North America include Allianz, Aston Martin Lagonda, Department for Business Energy and Industrial Strategy, E.ON, HS2, Institute for Fiscal Studies, Itsu, John Lewis, KPMG, Skanska, Trustpilot and Wateraid.

In APAC, performance in the ANZ market has remained stable during the first quarter with commercial teams focused on winning and renewing long-term sustainable business. New business wins in ANZ during the quarter have included former customers who have returned due to improved content relevance and better customer service. Whilst ANZ remains a competitive environment, the Group maintains a sizeable market share and is encouraged by the strength of its customer relationships and the resultant opportunity for longer-term revenue expansion through cross sell of the wider Group product suite. We have released Pulsar into the ANZ market and are pleased with the engagement this has had with clients. We have also recruited a Pulsar sales team in ANZ who are actively working on new opportunities. These efforts have resulted in a growing pipeline of opportunities with both existing and prospective customers and first sales of Pulsar in the region.

In South East Asia, the ongoing socioeconomic climate remains challenging and the Group is conscious of the current dynamics in this market. Access Intelligence remains encouraged that the longer-term growth opportunity in the region continues to exist and continues to adapt its approach to improve operational efficiency while remaining well placed to take advantage when conditions improve.

New client wins in APAC include Ausgrid, Change.org, Chevron, Domino's Pizza, Estee Lauder, FamilyMart, H&M, Netflix, Nestle, NHFIC, Ogilvy, SAS Group, Special Olympics Australia, StudioCanal, Tiffany & Co, UnitingCare, Windlab and Woodside Energy.

Overall, we are pleased with the progress being made with the integration of Isentia and continue to trade in line with expectations.

The results for the year are a testament to our growing team, with each territory contributing to overall performance and driving innovation to keep the Group evolving.

Access Intelligence is now a truly international business serving clients in multiple languages and nearly every time zone.

The group remains committed to growth in the service of our clients who continue to face the complex challenges of the information age where real and timely intelligence is valued at a premium.

C Satterthwaite
Chairman

Strategic Report (extract)

Results

2021 has been a transformative year for the Group, combining accelerating organic growth in its existing EMEA & North America business alongside the acquisition of Isentia, a leading media intelligence company in Australia and across the Asia Pacific region. The acquisition has enabled the Company to benefit from greater scale, a broader product offering and greater geographic reach. It also is an ideal platform for cross-selling opportunities for Access Intelligence's audience intelligence and social listening offering.

One of the key financial metrics monitored by the board is the change in the customer Annual Contract Value ('ACV') base year-on-year. The change in ACV base reflects the annual value of new business won, plus upsells into our existing customer base, less any customer losses. It is an important metric for the Group as it is a leading indicator of future revenue.

During 2021, increased new business and higher renewal rates saw the ACV base of the Group excluding Isentia grow organically by £5.0 million (23%) from £21.9 million to £26.9 million. In the prior year, the Group had delivered organic growth of £3.9 million (21%). Including Isentia's ACV of approximately £32.0 million, total ACV for the Group at 30 November 2021 was £58.9 million, reflecting 169% year on year growth.

Revenue increased by 75% year-on-year to £33,296,000 (2020: £19,070,000). Excluding Isentia, revenue increased by 21% year-on-year to £23,082,000 (2020: £19,070,000).

Recurring revenue comprised 93% of the total (2020: 94%), with sales teams incentivised to focus on high contribution SaaS products.

The Group had an adjusted loss before interest, tax, depreciation and amortisation (Adjusted EBITDA loss) for the year of £528,000 (2020: profit of £686,000). Excluding Isentia, the Group's Adjusted EBITDA loss for the year was £1,602,000 (2020: profit of £686,000).

The Directors believe that the disclosure of Adjusted EBITDA provides additional useful information on the core operational performance of the Group to shareholders, and review the results of the Group on an adjusted basis internally. The term 'adjusted' is not a defined term under IFRS and may not therefore be comparable with similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS measurements of profit. Adjustments are made in respect of the Group's:

• Non-recurring administrative expenses;

• Share of profit or loss of associates; and

• Share-based payment charges.

Adjusted EBITDA excludes a share of loss of associate of £228,000 (2020: £160,000), a share-based payments charge of £383,000 (2020: £107,000), and non-recurring administrative expenses of £3,855,000 (2020: £2,479,000).

Non-recurring administrative costs include expenses related to: legal and due diligence costs in respect of the acquisition of Isentia and evaluation of other potential acquisitions of £3,529,000 (2020: £1,269,000); migration and integration of Isentia, Pulsar and ResponseSource of £264,000 (2020: £756,000); compensation and notice payments to staff arising from post-acquisition restructuring of £Nil (2020: £445,000); and other non-recurring income of £62,000 (2020: £9,000 expense).

The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) loss for the year was £4,994,000 (2020: loss of £2,060,000). Excluding Isentia, the Group's EBITDA loss for the year was £3,385,000 (2020: loss of £2,060,000).

Loss before taxation was £9,557,000 (2020: £5,746,000). In arriving at the loss before taxation, the Group has incurred £330,000 of net financial expense (2020: £371,000) and charged £4,233,000 in depreciation and amortisation (2020: £3,315,000). £1,371,000 of this charge related to the amortisation of intangible assets arising on acquisition (2020: £1,280,000).

The Group did not have any discontinued operations during the year (2020: None). 2022 will see continued focus on the integration of Isentia as the Group looks to expand its offerings globally to increase revenue and profitability.

Loss per share

The basic loss per share was 8.73p (2020: 7.06p).

Cash

Cash at the year-end stood at £13,456,000 (2020: £1,403,000). The Group had no debt at the year end (2020: £Nil). The total increase in cash and cash equivalents during the year was £12,053,000 (2020: decrease of £598,000).

The net cash outflow from operations during the year was £2,379,000 (2020: inflow of £2,258,000), which included expenses incurred in respect of the acquisition of Isentia (see Note 7).

The net cash outflow from investing activities for the year was £44,238,000 (2020: outflow of £2,253,000), reflecting the acquisition of Isentia, an increased investment in the Group's products and a further investment in an associate entity.

The net cash inflow from financing activities for the year was £58,646,000 (2020: outflow of £603,000), reflecting funds raised for the Isentia acquisition and increased investment in sales and marketing, plus interest and lease liability repayments in respect of the Group's head office.

On 9 December 2020, the company announced the placing of 12,500,000 shares at a price of 80p per share to raise gross proceeds of £10,000,000. Net proceeds received were £9,630,000. Also, on 9 December 2020, the Company announced that it had secured a £2,000,000, three-year facility under the Coronavirus Business Interruption Loan Scheme (CBILS). The facility was drawn down during December 2020, had a 12-month interest-free period following drawdown and an interest rate of 2.03% plus LIBOR or replacement benchmark rate per annum on the drawn down amount thereafter. The funds were repayable in equal monthly instalments over 36 months and there was no penalty for making early repayment of the facility. The facility was repaid in September 2021 in conjunction with the completion of the Isentia acquisition.

On 15 June 2021, the company announced the placing of 39,847,658 shares and a subscription for 1,819,009 shares at a price of 120p per share to raise gross proceeds of £50,000,000. Net proceeds received were £48,884,000.

Also on 15 June 2021, the company announced the successful completion of a retail offer, allotting 1,211,204 new shares at 120 pence per ordinary share to raise gross proceeds of £1,453,000. Net proceeds received were £1,423,000.

At 31 March 2022, the Group's cash balance was £9,946,000.

Key performance indicators

Management accounts are prepared on a monthly basis and provide performance indicators covering revenue, gross margins, EBITDA, result before tax, result after tax, cash balances and recurring revenue. Recurring revenue is the proportion of group revenue which is expected to continue in the future. The key performance indicators for the year are:

These performance indicators are measured against both an approved budget and the previous year's actual results. Further analysis of the Group's performance is provided earlier in this Strategic Report.

Each month the Board assesses the performance of the Group based on key performance indicators. These are used in conjunction with the controls described in the corporate governance statement and relate to a wide variety of aspects of the business, including: new business and renewal sales performance; marketing, development and research activity; year to date financial performance, profitability forecasting and cash flow forecasting.

Integration of Isentia and harmonisation of processes, policies and procedures.

The integration of Isentia into the Access Intelligence Group has been approached as a bringing together of separate businesses within a complimentary partnership in a way that is sympathetic to local markets. The consulting firm, FTI, was appointed to manage the integration as a program of work, coordinating value creation and functional workstreams via an Integration Management Office which is guided by a Steering Committee. People from across the expanded Group make up all workstreams and the Steering Committee. Joanna Arnold, Global CEO, relocated to Australia to play an active role in the integration process. Value creation workstreams such as Product, Sales and Insights, have been prioritised together with Finance functional integration.

In Product, the Group is consolidating the systems underpinning the SaaS platforms from which its brands Isentia, Pulsar and Vuelio operate into a single global data infrastructure. This provides a number of commercial, operational and technological advantages for the Group and its clients.

One of the main commercial actions of the integration was the roll-out of Pulsar into the APAC region. Whilst Pulsar had previously sold into APAC from the UK, the development of a sales team located in-region has allowed the Group to target a new client base of marketing professionals in APAC in addition to its existing client base. A senior Pulsar sales lead was relocated to Sydney to head up this team and to ensure an effective transfer of sales knowledge into the region. An investment was made to increase brand awareness of Pulsar in APAC, which also allowed the signposting of the Group's strategy of providing a broader proposition to the market.

Our approach to integration for our Insight products and services has two phases; globalisation and innovation. Initially we prioritised the globalisation of our existing Insight products and services to enable our existing Insight teams to deliver a broader range of work for an increased set of buyer types and use cases. Specifically, that meant bringing our Pulsar Insight products to market across APAC through the training and upskilling of existing Isentia teams. This allows us to target the commercial opportunity that Pulsar has in APAC with minimal increased costs. The Insight integration work is now progressing with a focus on innovation. This involves the creation of net new Insight products and services built on the combined tools and skill sets across Pulsar, Isentia and Vuelio Insight teams.

Initial financial integration efforts focussed on ensuring that effective financial processes and controls were maintained across all territories while also adapting Isentia financial reporting to ensure consistency with Group reporting. Access Intelligence KPI reporting is now standardised across the Group and commercial operations in the APAC region are focussed on building long-term Annual Contract Value in line with the Group's approach in EMEA and North America. The Group is also working towards harmonisation of CRM and accounting systems globally. A project is currently progressing to migrate the APAC region to the Group's instances of Salesforce and NetSuite, with territories in South East Asia being the first to migrate.

To date, annualised synergies have been achieved in excess of £0.8m. Further synergies are anticipated longer-term as Group systems consolidation results in enhanced operational efficiency and elimination of duplication in data, analysis and technology costs to provide a scalable, global cost base.
 

Consolidated Statement of Comprehensive Income

Year ended 30 November 2021

Consolidated Statement of Financial Position

At 30 November 2021

Consolidated Statement of Changes in Equity

Year ended 30 November 2020

Share capital and share premium account

When shares are issued, the nominal value of the shares is credited to the share capital reserve. Any premium paid above the nominal value is taken to the share premium account. Access Intelligence plc shares have a nominal value of 5p per share. Directly attributable transaction costs associated with the issue of equity investments are accounted for as a reduction from the share premium account.

Treasury shares

The returned shares are now held in treasury and attract no voting rights. The return of shares has been accounted for in accordance with IAS 32 'Financial instruments: Presentation' such that the instruments have been deducted from equity with no gain or loss recognised in profit or loss. The balance on this reserve represents the cost to the group of the treasury shares held.

Share option reserve

This reserve arises as a result of amounts being recognised in the income statement relating to share-based payment transactions granted under the Group's share option scheme. The reserve will fall as share options vest and are exercised over the life of the options.

Capital redemption reserve

This reserve arises as a result of keeping with the doctrine of capital maintenance when the Company purchases and redeems its own shares. The amounts transferred into/out from this reserve from a purchase/redemption is equal to the amount by which share capital has been reduced/increased, when the purchase/redemption has been financed wholly out of distributable profits, and is the amount by which the nominal value exceeds the proceeds of any new issue of share capital, when the purchase/redemption has been financed partly out of distributable profits.

Foreign exchange reserve

This reserve comprises of gains and losses arising on retranslating the net assets of overseas operations into sterling.

Other reserve

This reserve arises as a result of the difference between the fair value and the nominal value of consideration shares issued on acquisition for which merger relief is taken under S612 of the Companies Act 2006.

Retained earnings

The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business. Where subsidiary undertakings are acquired, only profits and losses arising from the date of acquisition are included.

Consolidated Statement of Cash Flow

Year ended 30 November 2020

Notes to the Consolidated Financial Statements

1. General Information

Access Intelligence Plc ('the Company') and its subsidiaries (together the 'Group') provide software for companies looking to build, maintain and protect their reputation through communications management.

The Company is a public limited company under the Companies Act 2006 and is listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the Company's registered office is provided in the Directors and Advisers page of the Annual Report.

The financial information set out in this preliminary announcement does not constitute statutory accounts for the purposes of the Companies Act 2006.

The statement of financial position at 30 November 2021, the Statement of Comprehensive income , Statement of changes in equity, Statement of cash flow and associated notes for the year ended 30 November 2021 have been extracted from the Group's 2021 financial statements upon which the auditor opinion is unqualified.

2. Accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below.

These policies have been applied consistently to all the years presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention and on a going concern basis.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

Going concern

The Strategic Report and opening pages to the annual report discuss Access Intelligence's business activities and headline results, together with the financial statements and notes which detail the results for the year, net current liability position and cash flows for the year ended 30 November 2021.

The Board has further considered three year financial forecasts, which included detailed 19-month cash flow forecasts from the date of signing the accounts. These forecasts contained assumptions around new business and upsell being reduced by 20% and renewal rates also decreasing by 5% compared to expected levels, whilst only minimal cost reduction initiatives were assumed. These assumptions are expected to result in a 2% reduction in FY22 revenue and a 4% reduction in FY23 revenue, with a 4% reduction in FY22 EBITDA and a 33% reduction in FY23 EBITDA. The results of these adverse forecasts confirm that the Group will be able to continue to operate for at least 12 months from the date of this report. The Board considers the assumptions used therein to be reasonable and reflective of the long-term 'software as a service' contracts and contracted recurring revenue.

The Group meets its day to day working capital requirements through its cash balance but also maintains relationships with a number of financial institutions and believes that, should it be required, it would be able to put in place an appropriate working capital facility. It did not have a bank loan or overdraft at the year-end and had a net cash balance of £13,456,000.

As at the date of this report, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Significant judgements in applying the Group's accounting policies

The areas where the Board has made critical judgements in applying the Group's accounting policies (apart from those involving estimations which are dealt with separately below) are:

a.            Recognition of deferred tax assets

Judgement is applied in the assessment of deferred tax assets in relation to losses to be recognised in the financial statements. As the Group has not been generating taxable profits for the last few years, the Board has judged that deferred tax assets should only be recognised to the extent that they offset a deferred tax liability. At 30 November 2021, the Group recognised a deferred tax asset of £4,144,000 (2020: £18,000) and a deferred tax liability of £8,153,000 (2020: £520,000). See Note 21 for further detail.

b.            Capitalisation of development costs

Management applies judgement when determining the value of development costs to be capitalised as an intangible asset in respect of its product development programme. Judgements include the technical feasibility, intention and availability of resources to complete the intangible asset so that the asset will be available for use or sale and assessment of likely future economic benefits. During the year, the Group capitalised £3,428,000 (2020: £1,973,000) of development costs. See Note 11 for further detail.

c.             Accounting for acquisitions

Management applies judgement in accounting for acquisitions, including identifying assets arising from the application of IFRS 3 Business combinations, undertaking Purchase Price Allocation exercises to allocate value between assets acquired, including the allocation between intangible assets and goodwill. See Note 6 for further detail.

d.            Identification of cash generating units for goodwill impairment testing

Judgement is applied in the identification of cash-generating units ("CGUs"). The Directors have judged that the primary CGUs used for impairment testing should be: EMEA & NA, comprising AIMediaData Limited, Access Intelligence Media and Communications Limited, ResponseSource Ltd, Vuelio Australia Pty Limited, Fenix Media Limited and Face US Inc; and APAC, comprising the acquired Isentia entities. See Note 11 for further detail.

e.            Non-recurring administrative expenses

Due to the Group's significant acquisition-related activity in recent years, there are a number of items which require judgement to be applied in determining whether they are non-recurring in nature. In the current year these relate largely to: legal and due diligence costs in respect of the acquisition of Isentia and the evaluation of other potential acquisitions of £3,529,000; and migration and integration costs in respect of the Isentia acquisition of £264,000. See Note 5 for further detail.

f.             Research and Insights revenue

Judgement is required to assess the proportion of revenue to recognise for Research and Insights contracts based on milestones completed. Estimates of the extent of progress towards completion are revised if circumstances change with changes to estimated revenues being recognised in the period in which the circumstances which give rise to revision become known to management.

g.            Control of associates

The Group holds a 21.4% stake in Track Record Holdings Limited. Management has applied judgement in assessing that the Group has significant influence over this company and it is therefore appropriate to treat Track Record Holdings Limited as an associate. On the basis that the Group has appointed a director to the board of Track Record Holdings Limited, it has been assessed that the Group has significant influence but not control over the company and therefore it is appropriate to treat Track Record Holdings Limited as an associate.

Significant estimates in applying the Group's accounting policies

The areas where the Board has made significant estimates and assumptions in applying the Group's accounting policies are:

a.            Valuation of acquired intangible assets

Acquisitions may result in the recognition of intangible assets, such as brand value, customer relationships, databases and software platforms. These assets are valued using a discounted cash flow model or a relief from royalty method. In applying these valuation methods, a number of key assumptions are made in respect of discount rates, growth rates, royalty rates and the estimated life of intangibles. During the current year, such estimates were made in respect of the Isentia acquisition. See Note 11 for further detail.

b.            Carrying value of goodwill

The Group uses forecast cash flow information and estimates of future growth to assess whether goodwill is impaired. Key assumptions include the EBITDA margin allocated to each CGU, the growth rate to perpetuity and the discount rate. If the results of an operation in future years are adverse to the estimates used for impairment testing, impairment may be triggered at that point. Further details, including sensitivity testing, are included within Note 6.

c.             Expected credit losses

Under the IFRS 9 simplified approach, an expected credit loss provision is calculated by segmenting debtors into categories and estimating a credit loss risk percentage for each category.

Using this approach, a provision of £637,000 was estimated at 30 November 2021. See Note 14 for further detail.

d.            Share-based payment charges

Under IFRS 2, a share-based payments charge must be recognised in respect of share options issued in the current and prior year. Estimates included within the calculation of the share-based payments charge include those around volatility, risk free rates, dividend yields, staff turnover and early exercise behaviour. See Note 23 for further detail.

New standards and interpretations

The adoption of the following mentioned amendments in the current year have not had a material impact on the Group's/Company's financial statements.

• Amendments to References to Conceptual Framework in IFRS Standards

• Definition of a Business (Amendments to IFRS 3)

• Definition of Material (Amendments to IAS 1 and IAS 8)

• Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)

• COVID-19-Related Rent Concessions (Amendment to IFRS 16)

New standards, amendments and interpretations issued but not yet effective

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

• Interest Rate Benchmark Reform Phase 2 (Amendments to IFRS 9, IAS 29, IFRS 7, IFRS 4, and IFRS 16)

• References to the Conceptual Framework (Amendments to IFRS 3)

• Proceeds before intended use (amendments to IAS 16)

• Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

• Annual Improvements to IFRS Standards 2018-2020

Cycle (Amendments to IFRS 1, IFRS 9, IFRS 16, IAS 41)

• Insurance Contracts

• Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4)

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

It is not anticipated that these standards will have a material impact on the Group's/Company's financial statements.

Basis of consolidation

The Group financial statements comprise the financial statements of the Company and all of its subsidiary undertakings made up to the financial year-end. Subsidiaries are entities that are controlled by the Group. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The results of subsidiary undertakings acquired or disposed of in the year are included in the Group statement of comprehensive income from the effective date of acquisition or to the effective date of disposal. Accounting policies are consistently applied throughout the Group. Inter-company balances and transactions have been eliminated. Material profits from inter-company sales, to the extent that they are not yet realised outside the Group, have also been eliminated.

Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost.

Under the equity method of accounting, the Group's investments in associates are initially recognised at cost and adjusted thereafter to recognise the Group's share of post-acquisition profits and losses and other comprehensive income in the consolidated statement of profit and loss and other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

Foreign currency translation

The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.

At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are charged to the consolidated statement of comprehensive income.

Business combinations

In accordance with IFRS 3 "Business Combinations", the fair value of consideration paid for a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control.

The assets, liabilities and contingent liabilities of the acquired entity are measured at fair value as at the acquisition date. When the initial accounting for a business combination is determined, it is done so on a provisional basis with any adjustments to these provisional values made within 12 months of the acquisition date and are effective as at the acquisition date.

To the extent that deferred consideration is payable as part of the acquisition cost and is payable after one year from the acquisition date, the deferred consideration is discounted at an appropriate interest rate and, accordingly, carried at net present value in the consolidated balance sheet. The discount component is then unwound as an interest charge in the consolidated statement of comprehensive income over the life of the obligation.

Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrues the fair value of the additional consideration payable as a liability at acquisition date. This amount is reassessed at each subsequent reporting date with any adjustments recognised in the consolidated statement of comprehensive income.

If the business combination is achieved in stages, the fair value of the acquirer's previously held equity interest in the acquiree is remeasured at the acquisition date through the consolidated statement of comprehensive income. Transaction costs are expensed to the statement of comprehensive income as incurred.

Acquisition related expenses include contingent consideration payments agreed as part of the acquisition and contractually linked to ongoing employment as well as business performance (Acquisition-related employment costs). Acquisition-related employment costs are accrued over the period in which the related services are received and are recorded as exceptional costs.

Revenue

Revenue represents the amounts derived from the provision of goods and services, stated net of Value Added Tax. The methodology applied to income recognition is dependent upon the goods or services being supplied.

In respect of income relating to annual or multi-year service contracts and/or hosted services which are invoiced in advance, it is the Group's policy to recognise revenue on a straight-line basis over the period of the contract. The full value of each sale is credited to Contract Liabilities when invoiced to be released to the statement of comprehensive income in equal instalments over the contract period.

During the course of a customer's relationship with the Group, their system may be upgraded. These upgrades can be separated into two distinct types:

•             Specific upgrades, i.e. moving from an old legacy system to one of the Group's latest products. This would require the migration of the customer's data from the old system and the set-up of their new system; and

•             Non-specific upgrades, i.e. enhancements to customers' systems as a result of internal development effort to improve the stability or functionality of the platform for all customers.

Customers do not have a contractual right to non-specific upgrades and therefore, the provision of these non-specific upgrades are accounted for as part of the related service contract as explained above.

For specific upgrades, customers are required to purchase these separately through signing a new contract which sets out the one-off professional service fee for the upgrade to cover migration costs and any increase in their annual subscription fee. The provision of this specific upgrade is therefore, accounted for as a separate service contract as explained above.

The Group does not have any further obligations that it would have to provide for under the subscription arrangements.

In respect of income derived from the provision of research and insights projects, which are based on fixed price contracts with specified performance obligations and for which customers are invoiced based on a payment schedule over the term of the contract, it is the Group's policy to recognise revenue over time to reflect the benefit received by the customer. The proportion of revenue recognised is based on milestones completed as appropriate to the contract,

such as the delivery of insight reports to a customer. Estimates of the extent of progress towards completion are revised if circumstances change with changes to estimated revenues being recognised in the period in which the circumstances which give rise to revision become known to management.

The Group does not have any further obligations that it would have to provide for under its arrangements for provision of research and insights projects.

Cost of sales

Cost of Sales comprises third party costs directly related to the provision of services to customers.

Government grants

Government grants are recognised in line with IAS 20, which allows the grant to be shown as a deduction in reporting the related expense. As the grant relates to the Governments furlough scheme, the grants have been shown as a deduction from employee expenses.

Leases

All leases are now considered under IFRS 16. A right of use asset and lease liability are recognised in the Consolidated Statement of Financial Position. The right of use asset is amortised on a straight-line basis to the consolidated statement of comprehensive income. Lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. The interest expense is recognised in the consolidated statement of comprehensive income.

Finance income and finance expenses

Finance income and finance expenses are recognised in profit or loss as they accrue, using the effective interest method. Finance income relates to interest income on the Group's bank account balances.

Interest payable comprises interest payable or finance charges on loans classified as liabilities.

Dividend distributions

Dividend distributions are recognised as transactions with owners on payment when liability to pay is established.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

Depreciation is charged to the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives of fixtures, fittings and equipment taking into account any estimated residual value. The estimated useful lives are as follows:

•             Fixtures, fittings and equipment - 3-5 years

•             Leasehold improvements - over the lease term

Intangible assets - Goodwill

Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent liabilities acquired.

Identifiable intangible assets are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.

If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is allocated to cash generating units and is not amortised, but is tested annually for impairment.

Intangible assets - research and development expenditure

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:

•             the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;

•             its intention to complete and its ability and intention to use or sell the asset;

•             how the asset will generate future economic benefits;

•             the availability of resources to complete the asset; and

•             the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses.

Amortisation of the asset begins from the date development is complete and the asset is available for use, which may be before first sale. It is amortised over the period of expected future benefit. Amortisation is charged to the consolidated statement of comprehensive income. During the period of development, the asset is tested for impairment annually.

In 2021 there were fifteen (2020: seven) capitalised development projects. The projects undertaken in the current and prior year relate to the development of new functionality within the Vuelio and Pulsar platforms. The directors assessed the capitalisation criteria of its internally generated material intangible assets through a review

of the output of the work performed, the specific costs proposed for capitalisation, the likely completion of the work and the likely future benefits to be generated from the work. The directors assess the useful life of the completed capitalised development projects to be five years from the date of the first sale or when benefits begin to be realised and amortisation will begin at that time.

Intangible assets - database

On acquisition of businesses in prior years, a fair value was calculated in respect of the PR and media contacts databases acquired. Subsequent expenditure on maintaining this database is expensed as incurred. Amortisation is calculated on a straight-line basis over the estimated useful economic life of the database. It is the directors' view that this useful economic life is three years based on the level of ongoing investment required to maintain the quality of data in the database.

Intangible assets - customer relationships

On acquisition of businesses in the current and prior years, a fair value was calculated in respect of the customer relationships acquired. Amortisation is calculated on a straight-line basis over the estimated useful economic life of the customer relationships. It is the directors' view that this useful economic life is up to fourteen years, based on known and forecast customer retention rates.

Intangible assets - brand value

Acquired brands, which are controlled through custody or legal rights and could be sold separately from the rest of the Group's businesses, are capitalised where fair value can be reliably measured. The Group applies a straight-line amortisation policy on all brand values. The conclusion is that a realistic life for the brand equity would be up to a 'generation' or 20 years. Where there is an indication of impairment, the directors will perform an impairment review by analysing the future discounted cash flows over the remaining life of the brand asset to determine whether impairment is required.

Software licences

Software licences include software that is not integral to a related item of hardware. These items are stated at cost less accumulated amortisation and any impairment. Amortisation is calculated on a straight-line basis over the estimated useful economic life. Although perpetual licences are maintained under support and maintenance agreements, a useful economic life of five years has been determined.

Impairment of non-financial assets

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss within non-recurring admin expenses.

Impairment losses recognised in respect of cash-generating units are allocated first to the carrying amount of the goodwill allocated to that cash-generating unit and then to the carrying amount of the other assets in the unit on a pro rata basis, applied in priority to non-current assets ahead of more liquid items. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Reversals of impairment

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Financial instruments

Financial assets

Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). The measurement basis is determined by reference to both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The group's financial assets comprise of trade and other receivables and cash and cash equivalents.

Trade receivables

Trade receivables are measured at amortised cost and are carried at the original invoice amount less allowances for expected credit losses.

Expected credit losses are calculated in accordance with the simplified approach permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss experience to the trade receivables. The expected credit loss rate varies depending on whether, and the extent to which, settlement of the trade receivables is overdue and it is also adjusted as appropriate to reflect current economic conditions and estimates of future conditions. For the purpose of determining credit loss rates, customers are classified into groupings that have similar loss patterns. The key drivers of the loss rate are the aging of the debtor, the geographic location and the company sector (public vs private). When a trade receivable is determined to have no reasonable expectation of recovery it is written off, firstly against any expected credit loss allowance available and then to the statement of comprehensive income.

Subsequent recoveries of amounts previously provided for or written off are credited to the statement of comprehensive income. Long-term receivables are discounted where the effect is material.

Cash and cash equivalents

Cash held in deposit accounts is measured at amortised cost.

Financial liabilities

The Group's financial liabilities consist of trade payables, loans and borrowings, and other financial liabilities. Trade payables are non-interest bearing. Trade payables initially recognised at their fair value and subsequently measured at amortized cost. Loans and borrowings and other financial liabilities, which include the liability component of convertible redeemable loan notes, are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Interest expense is measured on an effective interest rate basis and recognised in the statement of comprehensive income over the relevant period.

Provisions

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material.

Deferred and accrued income

The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of services being provided. The Group often agrees payment schedules at the inception of long-term contracts under which it receives payments throughout the term of contracts. These payment schedules may include progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional services may be at delivery date, in arrears or in advance.

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. The aggregate amount is disclosed in Note 18.

Where payments made are less than the revenue recognised at the period end date, the Group recognises an accrued income contract asset for this difference. At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable and that no revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is impaired and is written down to its recoverable amount.

Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.

The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised.

Historical differences between forecast and actual taxable profits have not resulted in material adjustments to the recognition of deferred tax assets.

 Share-based payments

The Group issues equity-settled share-based payments to certain employees. These equity-settled share-based payments are measured at fair-value at the date of the grant. The fair value as determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

Fair value is measured by use of the Monte Carlo method. The charges to profit or loss are recognised in the subsidiary employing the individual concerned.

Employee benefits

Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are not managed by the Group and are held separately from those of the Group. The annual contributions payable are charged to the statement of comprehensive income when they fall due for payment.

3. Revenue

The Group's revenue is primarily derived from the rendering of services.

The Group's revenue was generated from the following territories:

4. Segment reporting

Segment information is presented in respect of the Group's operating segments which are based upon the Group's management and internal business reporting.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses.

No single customer generates more than 10% of the Group's revenue.

Operating segments

The Group operating segments have been decided upon according to the geographic markets in which they operate being the information provided to the Chief Executive Officer and the Board.

EMEA & NA covers the United Kingdom, Europe and North America.

APAC covers Australia, New Zealand and South East Asia.

2021

The segment information for the year ended 30 November 2021, is as follows:

2020

The segment information for the year ended 30 November 2020, is as follows:

5. Operating Loss

Operating loss is stated after charging:

The non-recurring costs are made up of the following:

Auditor's remuneration is further analysed as:

6. Business combinations during the period

Isentia

On 1 September 2020, the Group completed the acquisition of the Isentia Group. The acquisition was effected by a Court approved scheme of arrangement between Isentia and Isentia Shareholders (other than Excluded Isentia Shareholders) under Part 5.1 of the Corporations Act.

In addition to and separately from the Scheme, on 15 June 2021 Vuelio Australia Pty Ltd and Spheria Asset Management Pty entered into a share purchase agreement whereby Vuelio Australia Pty Ltd agreed to purchase 39,708,447 fully paid ordinary shares in Isentia Group Limited from Spheria Asset Management Pty for an aggregate purchase price of AUD$6,949,000.

On 1 September 2021, the Group acquired the entire remaining share capital of the Isentia Group for an aggregate purchase price of AUD$28,700,000.

The Board believe that the Enlarged Group will benefit from greater scale, a superior product offering and greater geographic reach as well as being able to benefit from business synergies available from a combination of Access Intelligence and Isentia.

In the three-month period that Isentia was owned by the Group, it contributed revenue of £10,215,000 and a loss after tax of £2,198,000. Had Isentia been included within the Group's results since 1 December 2020, total Group revenue for 2021 would have been £67,698,000, and total Group loss after tax would have been £9,221,000.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

An income approach was used to value contractual customer lists and relationships, using a discount factor of 10.8%. The useful life has been estimated at 14 years.

The software was valued by using a relief from royalty approach, based on a royalty rate of 4.0% and using a discount factor of 10.8%. The useful life has been estimated at 8 years.

The brand was valued by using a relief from royalty approach, based on a royalty rate of 0.5% and using a discount factor of 10.8%. The useful life has been estimated at 7 years.

Trade and other receivables include gross contractual amounts due of £5,675,000, of which £Nil was expected to be uncollectable at the date of acquisition.

Accruals and deferred income includes an amount of £2,192,000 which relates to the fair value of contract liabilities acquired. The fair value has been estimated based on the value of contract liabilities relating to contracts transferred, discounted in accordance with IFRS.

Fair value of consideration paid

The following table summarises the acquisition date fair value of each major class of consideration transferred.

Acquisition related costs

The Group incurred acquisition related costs of £3,529,000 (2020: £1,269,000) on legal fees, due diligence costs and stamp duty in relation to the Isentia acquisition and as it evaluated potential acquisition activities.

These costs have been included within 'non-recurring administrative expenses'.

Goodwill

Goodwill recognised on this acquisition represents the difference between the consideration paid and the fair value of the net assets acquired.

The goodwill recognised will not be deductible for tax purposes.

The goodwill arising has been recognised as follows:

7. Particulars of employees

Costs incurred in respect of these employees were:

The compensation for loss of office charge of £8,000 (2020: £123,000) relates to one employee (2020: 10) who was made redundant during the year.

In the year, the Company received Government grants relating to furloughed employees for £nil (2020: £316,493).

The reportable key management personnel are considered to be comprised of the Company directors, the remuneration for whose services during the year is detailed below.

Directors' remuneration

J Arnold received health insurance benefits during the year of £3,075 (2020: £345). J Arnold received payments into a personal retirement money purchase pension scheme during the year of £31,000 (2020: £21,000).

M Fautley received health insurance benefits during the year of £758 (2020: £463). M Fautley received payments into a personal retirement money purchase pension scheme during the year of £21,000 (2020: £14,000).

No other directors received any other benefits other than those detailed above.

The number of directors at 30 November 2021 accruing retirement benefits under money purchase schemes was two (2020: two).

The interests of the directors in share options are detailed in the Directors' Report in the annual report.

During the year, 118,807 options were granted to the Non- Executive Directors with an exercise price of 0.05p per share. The share-based payments charge during the year relating to directors was £148,979 (2020: £42,777).

8. Financial expense

9. Taxation

As shown below the tax assessed on the loss on ordinary activities for the year is higher than (2020: higher than) the standard rate of corporation tax in the UK of 19% (2020: 19%).

The differences are explained as follows:

Factors that may affect future tax expenses

The corporation tax rate for the year ended 30 November 2021 was 19%. The corporation tax rate of 25% was enacted with effect from 1 April 2023.

10. Earnings per share

The 4,076,238 shares that were subject to a buyback agreement in respect of the Pulsar acquisition have been excluded from the weighted average number of ordinary shares in issue during the prior year.

In 2021 and 2020 potential ordinary shares from the share option schemes have an anti-dilutive effect due to the Group being in a loss making position. As a result, dilutive loss per share is disclosed as the same value as basic loss per share.

This has been computed as follows:

The total number of options or warrants granted at 30 November 2021 of 7,329,687 (2020: 7,205,715), would generate £4,028,439 (2020: £3,807,316) in cash if exercised. At 30 November 2021, Nil options (2020: Nil) were priced above the mid-market closing price of 146.5p per share (2020: 89p per share) and 7,329,687 (2020: 7,205,715) were below.

Of the 7,329,687 options and warrants at 30 November 2021, Nil (2020: Nil) staff options and 1,390,481 (2020: 1,429,832) warrants were eligible for exercising. The warrants are priced at 27.5p per share held by Elderstreet VCT plc and other individuals consequent to an initial investment in the Company in October 2008.

11. Intangible fixed assets

Acquisition related intangibles

Brand value, Goodwill, Database, Customer relationships and acquired software platforms are acquisition related intangibles. Of the £2,310,000 (2020: £1,945,000) amortisation charge on Development costs and acquired software platforms, £846,000 (2020: £845,000) relates to acquired software platforms, bringing the total amortisation on acquisition related intangibles to £1,371,000 (2020: £1,280,000). Amortisation on internally generated intangibles totals £1,520,000 (2020: £1,162,000).

The carrying value and remaining amortisation period of individually material intangible assets are as follows:

For the purpose of impairment testing, goodwill is allocated by entity, which represent the Group's CGUs and the lowest level within the Group at which the goodwill is monitored.

The carrying value of goodwill allocated within the Group is:

At the reporting date, impairment tests were undertaken by comparing the carrying values of CGUs with their recoverable amounts. The recoverable amounts of the CGUs are based on value-in-use calculations.

These calculations use post-tax cash flow projections covering a five-year period based on approved budgets and forecasts in the first three years, followed by applying specific growth rates for which the key assumptions in respect of annual revenue growth rates range between 2.5% and 7.5% from year 4 onwards, with a terminal value after year five.

The key assumptions used for value-in-use calculations are those regarding revenue growth rates and discount rates over the forecast period. Growth rates are based on past experience, the anticipated impact of the CGUs significant investment in research and development, and expectations of future changes in the market.

The discount rate used for EMEA & NA CGU was 14%, based on an assessment of the Group's cost of capital and on comparison with other listed technology companies. The discount rate used for APAC CGU was 10.8% in line with the weighted average cost of capital calculated as part of the Isentia acquisition deal model.

The terminal growth rate used for the purposes of goodwill impairment assessments was 2.5%. The Board considered that no impairment to goodwill is necessary based on the value-in-use reviews of EMEA & NA or APAC as the value-in-use calculations exceeded the carrying values of goodwill relating to those companies.

Sensitivity analysis has been performed on reasonably possible changes in assumptions upon which recoverable amounts have been estimated. Based on the sensitivity analysis, a reduction of 40% in EBITDA delivered by EMEA & NA would result in the carrying value of its goodwill and intangible assets being equal to the recoverable amount. For APAC, a 23% reduction in EBITDA would result in the carrying value of its intangible assets being equal to the recoverable amount.

For EMEA & NA, a 10.8% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount. For APAC, a 3.0% percentage point increase in the discount rate would result in the carrying value of goodwill and intangible assets being equal to the recoverable amount.

Other impairments

Other intangible assets are tested for impairment if indicators of an impairment exist. Such indicators include performance falling short of expectation.

The directors considered that there were no indicators of impairment relating to the intangible fixed assets at 30 November 2021.

12. Investment in associate

As part of the consideration for the disposal of AITrackRecord Limited, the Group received a 20% shareholding in TrackRecord Holdings Limited, a company registered in England and Wales. The fair value of this shareholding based on the funding raised by TrackRecord Holdings Limited was £625,000.

During the year, the Group invested a further £887,000 in TrackRecord Holdings Limited, as part of a £3,000,000 fundraising round. This increased the Group's overall shareholding in TrackRecord Holdings Limited to 21.4%.

The shareholding in TrackRecord Holdings Limited is treated as an investment in associate as the Group is not able to exercise control over the company, but is able to exercise significant influence over the company by way of its 21.4% shareholding and through J Arnold being the Group's representative on the board of TrackRecord Holdings Limited.

 During the year, the Group's share of the loss of TrackRecord Holdings Limited was £228,000 (2020: £160,000). As the Group applies the equity method of accounting for its investment in TrackRecord Holdings Limited, the carrying value of investments in associates is reduced by this share of loss at the year-end.

During the year ended 30 November 2019, the Group made available a loan facility of £100,000 to TrackRecord Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down. The full £100,000 of this loan facility was drawn down during the prior year. The loan has been treated as an addition to the Group's investment in TrackRecord Holdings Limited.

As part of the agreement, TrackRecord Holdings Limited paid the Group a commitment fee of £2,000 in November 2019. The total value drawn down by TrackRecord Holdings Limited at 30 November 2021 was £100,000 (2020: £100,000).

Summarised financial information for associate

The tables below provide summarised financial information for TrackRecord Holdings Limited, an associate which is considered material to the Group. The information disclosed reflects the amounts presented in the financial statements of TrackRecord Holdings Limited and not Access Intelligence Plc's share of those amounts.

13. Property, plant & equipment

14. Trade and other receivables

All trade receivables are reviewed by management and are considered collectable. The ageing of trade receivables which are past due and not impaired is as follows:

Movements on the Group provision for impairment of trade receivables are as follows:

As in the prior year, the Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision to reflect the risk of default on trade receivables. Default is defined as a situation in which a customer does not pay amounts that it owes to the Group and may occur due to a number of reasons, including the financial health of the customer or where the customer disputes the amount owed and it is not considered to be economical to recover the amount through a legal process.

To calculate the credit loss provision, trade receivables have been split into different categories along three lines: region, aging and public/private sector. The expected loss rates applied to these categories are as follows;

•             Region - 0.5% to 3%

•             Aging - 0.5% to 10%

•             Public/Private - 0.5%/1.0%

The expected loss rates are based on the Group's historical credit losses experienced over the three year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers.

The creation and release of a provision for impaired receivables has been included in 'administrative expenses' in the consolidated statement of comprehensive income. Amounts charged to the allowance account are generally written off, where there is no expectation of recovering additional cash.

The other asset classes within trade and other receivables do not contain impaired assets.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above together with our cash deposits totalling £13,456,000 (2020: £1,403,000). The Group does not hold any collateral as security.

As disclosed in Note 19, credit risk is a judgement made by management based on sector and necessary allowances are made when needed by assessing changes in our customers' credit profiles and credit ratings.

15. Interest bearing loans and borrowings

During the year, the Company secured a £2,000,000, three-year facility under the Coronavirus Business Interruption Loan Scheme (CBILS). The facility was drawn down on 11th December 2020 and was repaid in full on 7th September 2021. The facility had a 12-month interest-free period following drawdown after which an interest rate of 2.03% plus LIBOR or replacement benchmark rate per annum on the drawn down would have applied.

The funds were repayable in equal monthly instalments over 36 months and there was no penalty for making early repayment of the facility. The facility was repaid in September 2021 in conjunction with the completion of the Isentia acquisition.

All material companies in the Group are guarantors to the loan and the availability of the loan is subject to certain covenants.

16. Trade and other payables

17. Leases

Group as a lessee

The Group leases a number of properties in the jurisdictions from which it operates.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:

Set out below are the carrying amounts of lease liabilities and the movements during the period:

The following are the amounts to be recognised in profit or loss:

The Group had total cash outflows for leases of £1,296,000 in 2021 (2020: £580,000). The Group also had non-cash additions to right-of-use assets of £nil (2020: £2,974,000) and lease liabilities of £nil in 2021 (2020: £3,213,000).

There are no leases that have not yet commenced to be disclosed. There were no short-term leases or low value leases taken out in the year.

18. Contract Liabilities

All contract assets are expected to be recognised within one year.

19. Financial instruments

The Group's treasury activities are designed to provide suitable, flexible funding arrangements to satisfy the Group's requirements. The Group uses financial instruments comprising borrowings, cash, liquid resources and items such as trade receivables and payables that arise directly from its operations. The main risks arising from the Group financial instruments relate to the maintaining of liquidity across the seven group entities and debt collection. The Board reviews policies for managing each of these risks and they are summarised below.

The Group finances its operations through a combination of cash resources, loan notes and equity. Short term  flexibility is provided by moving resources between the individual subsidiaries. Exposure to interest rate fluctuations is minimal as all borrowings are at fixed rates of interest. The Group also has various deposit facilities on which 0.01% - 2.4% interest was being earned throughout 2021 (2020: 0.04%) and will be optimising the use of these accounts going forward. The Group's exposure to interest rate risk is not significant and therefore no sensitivity analysis has been performed.

Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.

At 30 November 2021 the Group had no borrowings (2020: Nil).

There is no material difference between the fair values and book values of the Group's financial instruments. Short term trade receivables and payables have been excluded from the above disclosures.

The objectives of the Group's treasury activities are to manage financial risk, secure cost-effective funding where necessary and minimise the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, on reported profitability and on the cash flow of the Group. Interest income is sought wherever possible and in 2021 produced £10,000 (2020: £6,000) of income.

The credit risk is discussed in Note 14.

The Group's principal financial instruments for fundraising are through share issues.

The liquidity risk relating to the contractual liabilities listed above is managed on a local basis through their day to day cash management.

The Group is liquid with £13,456,000 (2020: £1,403,000) available cash resources against a liability payable within the next 12 months of £9,130,000 (2020: £5,292,000). Management monitor cash balances weekly.

However should any subsidiary, or the Company, find that it does not have the liquidity to pay a debt as it becomes due an inter-company cash transfer will be made available by another member of the Group.

20. Financial and operational risk management

The Group's activities expose it to a variety of financial risks which are managed by the Group and subsidiary management teams as part of their day-to-day responsibilities. The Group's overall risk management policy concentrates on those areas of exposure most relevant to its operations. These fall into five categories:

·    Economic or political disruption risk - that disruption may affect demand for our products and services or our ability to maintain operations or on the cost of our delivery of services;

·    Competitive risk - that our products are no longer competitive or relevant to our customers;

·    Treasury and liquidity risk - that we run out of the cash required to run the business;

·    Information security risk - the impacts that could occur due to threats and vulnerabilities associated with the operation and use of information systems and the environments in which those systems operate;

·    Key personnel risk - that we cannot attract and retain talented people; and

·    Capital risk - that we do not have an optimal structure to allow for future acquisition and growth.

21. Deferred tax assets and liabilities

The following are the major deferred tax assets and liabilities recognised by the Group and the movements thereon during the current year and the prior year:

At the reporting date the Group had unused tax losses of approximately £12,136,000 (2020: £8,924,000) available for offset against future profits. The tax losses do not have any expiry date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Deferred tax assets totalling £3,034,000 (2020: £1,696,000) arising in respect of losses have not been included in the statement of financial position due to uncertainties in regard to their recoverability.

The aggregate amounts of deferred tax balances in each group entity, after allowable offset, for financial reporting purposes are:   

22. Share capital

At 1 December 2019, the Company had 2,966,666 5p shares held in treasury. During the year, 39,351 of these shares were allotted, with the number of shares held in treasury at the year end being 2,927,315. The shares held in treasury have no voting rights, or rights to dividends and so total issued share capital for voting and dividend purposes at the year end was 127,597,071 (2020: 72,179,849).

In October 2019, 6,345,153 shares were issued in a placing at 52.0p per share and 8,653,846 shares were issued as consideration for the acquisition of Pulsar. 3,076,923 of the Pulsar acquisition shares were deemed to have been issued for £1,600,000 cash and 4,076,238 shares were subject to a buyback agreement.

During 2020, the 4,076,238 shares subject to the buyback agreement were repurchased for a total consideration of £1. These shares were subsequently cancelled.

On 9 December 2020, the company announced the placing of 12,500,000 new shares at a price of 80p per share to raise gross proceeds of £10,000,000. 7,922,280 shares were allotted on 15 December 2020 and the remaining 4,577,720 shares were allotted on 5 January 2021. Net proceeds arising on the allotment of shares were £9,630,000.

On 21 June 2021 1,211,204 new shares were issued as a result of the Retail Offer at a price of 120p per share to raise gross proceeds of £1,450,000.

On 20 August 2021, the company announced the placing of 41,666,667 new shares at a price of 120p per share to raise gross proceeds of £50,000,000.

On 17 November 2021 a further 39,351 new shares were allotted out of treasury at a price of 27.5p per share due to an exercise of warrants. Gross proceeds were £11,000.

After the allotment of the shares in November 2021, the Company's total share capital was 130,563,737 and the total issued share capital for voting and dividend purposes, excluding shares held in treasury, was 127,597,071.

Transaction costs associated with share issues in the year amounted to £1,436,374 (2020: £Nil). Transaction costs are accounted for as a reduction from the share premium account.

23. Equity-settled share-based payments

The Company has a share option scheme for employees of the Group.

Ordinary share options and warrants granted and subsisting at 30 November 2021 were as follows:

Details of the movements in the weighted average exercise price ("WAEP") and number of share options during the current and prior year are as follows:

The range of prices at which options and warrants can be exercised is 27.5p to 134.0p.

 During 2021, options were granted over 294,130 shares with an exercise price of 134p per share and 118,807 shares with an exercise price of 0.05p per share.

 The options were valued using the Monte Carlo method with assumptions relating to: volatility of 30%, based on the historical daily share price movements of the Company and peer companies; a risk free rate of 0.09%, based on the yield on a ten-year zero coupon UK government security at the grant date; a dividend yield of 0% and a staff turnover of 12.5% per annum.

The total charge arising on issue of the options was £172,000, with the 2021 charge being £11,000.

249,614 options were cancelled in the year (2020: 638,972).

During the year, 39,351 share options were exercised at 27.5p. The weighted average price of shares on the date of exercise during the prior year was 145 pence.

Further details of share options exercisable at the year-end are provided in Note 10.

There are no market, non-market or service conditions as part of the share option scheme. The only condition existing is that employees must still be in employment with the Company at the point they exercise the options.

Long Term Value Creation Plan ("LTVCP")

On 2 October 2021 the board approved the LTVCP which is intended to assist with the retention and motivation of key employees of the Company with the aim of incentivising and rewarding exceptional levels of performance over a four year period. The LTVCP will provide the potential for rewards only if shareholders benefit from sustained growth in shareholder value over a four-year period.

The details of the awards for the initial LTVCP participants are set out below:

•    Under the LTVCP, the Board has granted certain eligible employees a right ("Participation Right") to receive a proportion of the shareholder value created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5 per cent. compound annual growth rate.

•    For the purposes of the LTVCP, shareholder value created is defined as the growth in the Company's market capitalisation including net equity cashflows to shareholders and adjusting for any share issues during the Performance Period.

•    Awards under the LTVCP comprise three equal tranches, with measurement dates on the second, third and fourth anniversaries of the performance start date (each a "Performance Period").

•    The shareholder value created at each measurement date will be calculated with reference to the average market capitalisation of the Company over the three months immediately preceding and ending on each anniversary.

•    Where value is created above the Hurdle Rate, initial LTVCP participants will share 10 per cent. of the shareholder value created above the hurdle ("LTVCP Pool").

•    Should the aggregate nominal value of Shares to be issued or then capable of being issued in respect of each Performance Period exceed 7 per cent. of the nominal value of the ordinary share capital in issue of the Company at that time, the LTVCP Pool will be scaled back as required so that the 7 per cent. threshold is not exceeded.

•    To the extent that performance does not exceed the hurdle over each Performance Period, the relevant tranche will lapse in full.

 For the initial participants, the performance start date to measure each Performance Period has been determined as the date of the announcement of the Isentia acquisition, being 15 June 2021. The base value for the purposes of the calculation of growth in shareholder value has been set at c.£153.1 million (being calculated by reference to the total number of Ordinary Shares with voting rights following completion of the Isentia acquisition and the placing price of 120p for the equity raise announced on 15 June 2021).

At the end of each Performance Period, the Participation Right will convert into an award in the form of an option to acquire Ordinary Shares at a price per Ordinary Share equal to the nominal value of an Ordinary Share, being 5 pence per Ordinary Share ("Award"). The number of Ordinary Shares to be issued pursuant to each Award will be calculated by reference to the Company's share price at the relevant time.

Awards are subject to a Holding Period ending on the first anniversary of the end of each Performance Period in respect of which the relevant Award was granted, unless the Board determines that another period shall be specified in relation to any Award.

The Board has discretion to vary the outcome applying to a Participation Right where it considers that the level at which it would convert into an Award: does not reflect the Board's assessment of overall performance during the Performance Period; is not appropriate in the context of circumstances that were unexpected or unforeseen at the grant date; or any other appropriate reason.

Joanna Arnold and Mark Fautley have each been granted Participation Rights under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22% and Mark Fautley's Participation Percentage has been set at 11%. In aggregate, initial LTVCP participants Participation Percentages equate to a total of 73% of the available Participation Rights. The unallocated Participation Rights have been set aside to provide the Company the flexibility to award further Participation Rights to eligible employees during the performance period. No further awards will be granted to Joanna Arnold and Mark Fautley under the LTVCP prior to the end of the four year performance under the initial award.

The option movements detailed above resulted in a share-based payment charge for the Group of £383,000 (2020: £107,000).

24. Cash and cash equivalents

The Group monitors its exposure to liquidity risk based on the net cash flows that are available. The following provides an analysis of the changes in net funds:

25. Commitments

Capital commitments

The Group had no capital commitments at the end of the financial year or prior year.

Provisions and contingent liabilities

Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.

The earliest point at which it is considered that this amount may become payable is July 2024 for the Group's leasehold property.

Employees in Australia are entitled to two months of long service leave upon the completion of 10 years service under The Long Service Leave Act 1955. The Long service leave provision relates to the expected cost of this leave.

26. Related party transactions

One (2020: two) of the directors have received a proportion of their remuneration through their individual service companies during the year. The payments represent short term employee benefits. In all cases the directors are responsible for their own taxation and national insurance liabilities.

 The amounts involved are as follows and relate to activities within their responsibilities as directors:
 

During the year, the Group procured technical and product development services for an amount of £92,000 (2020: £161,150) from The Personal Web Company Limited, a company of which C Pilling is a director. The services were procured on an arms length basis and the amount owed by the Group to the The Personal Web Company Limited at the year end was £nil (2020: £38,400).

During the year, the Group procured technical and product development services for an amount of £271,000 (2020: £nil) from InRadium Limited, a company of which C Pilling is a director. The services were procured on an arms length basis and the amount owed by the Group to the InRadium Limited at the year end was £41,000 (2020: £nil).

At the year-end, an amount of £8,187 (2020: £nil) was due to Lisa Gilbert.

 At the year-end, an amount of £2,040 (2020: £2,040) was due from M Jackson.

During the year, the Group recognised a share-based payment charge of £148,979 (2020: £42,777) in respect of key management personnel.

During the year ended 30 November 2019, the Group made available a loan facility of £100,000 to Track Record Holdings Limited on an unsecured basis. The final repayment date of the facility is November 2029 and interest is payable at a rate of 10% on any amount drawn down from the facility. A non-utilisation fee of 1% of any amount of the facility not drawn down is also payable.

27. Pension commitments

Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are held separately from those of the Group. The annual contributions payable are charged to the consolidated statement of comprehensive income when they fall due for payment.

During the year £866,000 (2020: £411,000) was contributed by the Group to individual pension schemes. At 30 November 2021 no pension contributions were outstanding (2020: £Nil).

28. Events after the reporting date

Subsequent to the year end, Mark Fautley purchased 8,650 ordinary shares at a price of 115.38p on 17 January 2022. Joanna Arnold purchased 8,743 ordinary shares at a price of 114.24p on 20 January 2022. On 25 February 2022, Christopher Satterthwaite acquired 4,464 ordinary shares at a price of 110.4 p.

29. Availability of Annual Report

Copies of the Report and Accounts will be posted to shareholders where requested and the document will be available from the Company's website (www.accessintelligence.com) later today.