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Electric Guitar PLC published its annual report for the year ended 31 March 2025 and notice of its Annual General Meeting to be held on 19 December 2025, on 25 November 2025. The report details the company's May 2024 acquisition of 3radical Limited for £1.3 million and an associated £2.2 million fundraising, followed by its administration in November 2024 and liquidation in December 2024, as well as the August 2024 acquisition of Mymyne Limited. Post-March 2025, Electric Guitar completed a £300,000 equity refinancing in April 2025, raised a further £775,000 in June 2025, announced an agreement in principle to acquire Dunbar Energy Inc. in July 2025, and completed a CVA on 13 October 2025, eliminating £1.4 million in liabilities by issuing 236,782,175 shares (8.6% of enlarged equity) to creditors.
| Date | 25 Nov 2025 |
| Time | 07:00:09 |
| Category | Results |
| ID | 8086I |
25 November 2025
Electric Guitar PLC
('Electric Guitar' or the 'Company')
Annual Report and Financial Statements of Electric Guitar PLC
for the year ended 31 March 2025
Notice of Annual General Meeting
The Board of Electric Guitar PLC is pleased to announce the publication of the Company's annual report and financial results for the year ended 31 March 2025.
Highlights
· In May 2024 the Company acquired 3radical Limited ('3radical') in an all-share reverse takeover ('RTO') valued at £1.3 million, transferred its listing to AIM, and raised £2.2 million before expenses. Electric Guitar had agreed to acquire 3radical in July 2023.
· In August 2024, the Company acquired 3radical's sales & marketing service provider Mymyne Limited ('Mymyne') in an all-share acquisition.
· In November 2024, trading in the Company's shares was suspended pending clarification of the Company's financial position following a sudden downturn in 3radical's trading projections and a lack of sufficient alternative funding, and 3radical was placed into administration.
· In December 2024, after unsuccessfully seeking buyers for its business, 3radical was placed into Creditors Voluntary Liquidation ('CVL'), and the Company then automatically became an AIM Rule 15 cash shell and reverted to being a Special Purpose Acquisition Company ('SPAC') while exploring refinancing options.
· In March 2025, the Company's shareholders and creditors approved a Creditors Voluntary Arrangement ('CVA') and the subdivision of the nominal value of its shares from 0.5p per share to 0.01p per share, facilitating a £300,000 equity refinancing as a cash shell; eliminating the Company's pre-CVA liabilities; and providing sufficient working capital for its shares to be restored to trading on AIM.
· As at 31 March 2025, the Company had £240,000 in net cash on its balance sheet and £50,000 in other assets, having written off all its investment in its previous acquisitions.
Post balance sheet events highlights
· In April 2025, the Company completed the £300,000 share subscription, and (following the Company's CVA becoming unconditional) the current liabilities of £1.4 million on the 31 March 2025 balance sheet were derecognised.
· In June 2025, the Company raised a further £775,000 to fund the anticipated costs of executing a further acquisition.
· In July 2025, the Company announced an agreement in principle to acquire Dunbar Energy Inc. ('Dunbar'), through a new all-share RTO. Due diligence and documentation for the RTO continues.
· On 13 October 2025, the CVA was completed and the outstanding £45,000 Convertible Loan Notes ('CLN') were converted, leaving the Company completely debt free.
Annual Report and Accounts and Notice of Annual General Meeting
The Company's annual report and accounts for the year ended 31 March 2025, together with notice of the Annual General Meeting of the Company to be held on 19 December 2025, will be sent to shareholders today. A copy of the annual report will shortly be made available on the Company's website at: www.electricguitarplc.com.
Contacts:
|
Electric Guitar PLC
|
Notes to Editors
Electric Guitar PLC (AIM: ELEG) is an AIM Rule 15 cash shell and operates under the AIM Rules. As a SPAC, its strategy is to invest in and/or acquire companies which show significant potential for growth, cash-generation, and a profitable exit in the medium term.
For further information please visit www.electricguitarplc.com.
CHAIR'S STATEMENT AND OPERATIONAL REPORT
For the year ended 31 March 2025
I present the Company's Annual Report and Audited Financial Statements for the year ended 31 March 2025.
It has been a year of contrasting fortunes for the Company. It started with the Company as a cash shell and its shares already long-suspended on the Standard Segment of the FCA Official List and Main Market of the London Stock Exchange, following the announcement in July 2023 of its agreement in principle to acquire marketing technology company 3radical.
That 9-month suspension reflected very difficult stock market conditions, and in particular the falling out of favour of SPAC vehicles, at that time, which made raising significant funding difficult.
The Company's mission had been well conceived and, on its acquisition, 3radical offered a promising base from which to grow. A trailblazer in digital consumer engagement solutions and based in the UK, 3radical had an operation in Singapore and customers across the UK, US and Asia-Pacific, making it an attractive platform on which to build, and fitting our strategy of capitalising on structural disruption in the marketing industry.
After acquiring 3radical, the management team immediately enhanced its sales and marketing activities, brought in additional experienced management, and bore down on non-revenue-generating overheads. But the combined effect of the lack of investment in 3radical during the long delay leading up to its acquisition, and a continuing tough macroeconomic environment coupled with a volatile political landscape, and the Company's share price falling substantially after the RTO which inhibited further fundraisings and acquisitions as part of the Company's core 'buy-and-build' strategy, together made fulfilment of its mission extremely challenging.
Despite this backdrop, the Company succeeded in the all-share acquisition of Mymyne in August 2024. Mymyne already had a contract to provide sales and marketing services to 3radical, and its acquisition delivered substantial cost-savings and synergies as well as potentially valuable IP. The Company also established several new collaborations for additional products, technologies and access to new markets. But other more substantial acquisitions were frustrated by a falling share price and challenging equity markets.
With the prospect of further UK stock market capital raisings becoming increasingly remote, the Board engaged in private placing fundraising discussions which were initially very encouraging, only for the lead prospective investor to withdraw following a collapse of the Company's share price.
The termination of funding discussions and a downgrading by 3radical's management of its revenue projections following the UK Government's 30 October 2024 Budget that damaged business confidence, left the Board with no option but to have 3radical placed into administration, and to request the suspension of the Company's shares from trading pending clarification of its financial position. After 3radical's administrator had unsuccessfully marketed the 3radical business as a going concern, it was placed into a CVL on 24 December 2024, and the Company then automatically became an AIM Rule 15 cash shell.
The Board was determined to preserve as much value as it could for the Company's shareholders, while also addressing the rights and concerns of its creditors. Emergency short term convertible loans totalling £55,000 were secured to enable the Company to prepare a restructuring.
Led from this point by Richard Horwood as COO, with advice from CVA specialist Antony Batty & Co, the Board was able to put forward a CVA proposal to all the Company's shareholders and creditors. This was approved on 27 March 2025. At this point the Board was able to raise an additional £300,000 in equity capital to ensure the Company's continued survival.
Post balance sheet events
The CVA and the fundraising enabled the Company's Ordinary Shares to be restored to trading on AIM as a cash shell on 2 April 2025, with the CVA having eliminated approximately £1.4 million in liabilities, leaving the Company substantially debt free and able to seek a new RTO. On the same date, the Company's share subscription for £300,000 also completed.
From this point we focused not only on seeking and reviewing RTO candidates, but also on raising sufficient additional resources to be able to cover the anticipated costs of such an RTO. With the support of our most longstanding and supportive shareholder, Sanderson Capital Partners Ltd as well as significant new investors, on 18 June 2025 we succeeded in raising a further £775,000 in new equity, sufficient to cover all our likely RTO and monthly running costs.
Trading in the Company's shares was then, as expected, suspended on 25 June 2025 due to its being a cash shell that had not completed the acquisition of a trading business within six months of it becoming an AIM Rule 15 cash shell.
On 18 July 2025 we announced our agreement in principle, subject (inter alia) to due diligence and approval by the Company's shareholders, to acquire U.S. energy and datacentre company Dunbar through an all-share RTO.
With datacentre demand surging and supportive U.S. energy policies, Dunbar is focused on the acquisition, development and monetisation of natural gas and coal mine methane assets for on-site electricity generation and the deployment of mobile compute facilities. Its initial asset portfolio comprises a mix of operated and non-operated interests in producing oil and gas wells, providing a foundation for revenue generation through the planned deployment of mobile compute facilities and modular datacentres, computing power sales, electricity offtake, and verified environmental credits. Dunbar also maintains an active acquisition pipeline targeting additional stranded gas and emissions abatement opportunities across multiple U.S. basins.
To execute this strategy, Dunbar has brought together a seasoned team with decades of experience in coal mining and oil and gas, strengthened by leading IT and datacentre professionals.
On 13 October 2025, the CVA Supervisor completed the administration of the CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary Shares to its former creditors, representing 8.6 per cent. of the enlarged equity, as approved by its creditors and members in full satisfaction of its pre-CVA liabilities. The outstanding balance of the emergency convertible loans was at the same time automatically converted into 306,665,817 new Ordinary Shares, fully eliminating the rest of the Company's pre-CVA debts.
Conclusion
Despite the difficult and disappointing year, I am pleased to be able to report that the Company has not only been restored to financial health but has also now been set on a very exciting future path.
Grahame Cook
Chair
24 November 2025
The directors present the strategic report for the year ended 31 March 2025.
A review of the Company's business activities during the year ended 31 March 2025 is set out in the Chair's Statement and Operational Report.
The Company and its subsidiaries (the "Group'') incurred a net loss of £4,882,757 in the year ended 31 March 2025 (2024: £1,362,163). At 31 March 2025, the Company held cash at bank totalling £240,430 (2024: £137).
The acquisition of 3radical and Mymyne has had a major impact on the Company's results for the year. An increase in operational costs following these acquisitions as well as the costs of making these investments which we have impaired in full, have resulted in an increase in the loss for the year from £1.36 million in the year ended 31 March 2024 to £4.88 million in the year to 31 March 2025.
These losses include an impairment charge of £2.3 million in respect of goodwill arising from our acquisitions of 3radical and Mymyne, the associated costs of acquisition and admission to AIM of £0.8 million and other operational costs of £1.1 million.
In addition to the losses incurred by the Company, the operations of 3radical and Mymyne incurred a loss of £0.7 million in the period after acquisition.
Whilst the impairment expense was a non-cash cost, reflecting the all-share considerations for the acquisitions of 3radical and Mymyne, the operational activities still consumed £1.6 million of cash during the year. However, we have been able to raise fresh equity through a combination of subscription, placing and the conversion of certain liabilities to new Ordinary Shares. The Company's cash resources stood at approximately £240,000 at the year-end.
Restoration of trading in the Company's Ordinary Shares on AIM took place on 2 April 2025, when 875,000,000 new Ordinary Shares issued at 0.034 pence per Ordinary Share in respect of the £300,000 equity fundraising were admitted to trading on AIM to complete the share subscription; and a further 68,147,959 new Ordinary Shares were issued on conversion of £10,000 of the total convertible loans of £55,000 at 0.01467 pence per new Ordinary Share.
On 18 June 2025, the Company issued a further 968,750,000 new Ordinary Shares, comprising a further equity fundraising of £775,000 before expenses at 0.08 pence per new Ordinary Share, strengthening its cash position and enabling the Company to cover its anticipated expenses of a new RTO, before its shares were automatically suspended again from trading on 25 June 2025, being six months after the Company was reclassified as an AIM Rule 15 cash shell, pending completion of a new RTO.
On 18 July 2025, the Company announced an agreement in principle to acquire U.S. energy company Dunbar Energy Inc. in an all-share RTO, subject (inter alia) to due diligence and approval by the Company's shareholders.
On 13 October 2025, pursuant to the CVA approved on 27 March 2025, 236,782,175 new Ordinary Shares ('CVA Creditor Shares') were allotted on final completion of the CVA to the pre-CVA creditors of the Company in full satisfaction of their debts, along with 306,665,817 new Ordinary Shares in conversion of the remaining £45,000 emergency convertible loans.
The directors present their annual report and financial statements for the year ended 31 March 2025.
The corporate governance statement set out on pages 26 to 32 of the Company's annual report forms part of this report.
The Company was established in March 2021 as a Special Purpose Acquisition Company to seek acquisition targets in the digital media sector. In January 2022, its Ordinary Shares were admitted to the Standard Segment of the Official List and to trading on the Main Market of the London Stock Exchange.
In May 2024, the Company cancelled the listing of its Ordinary Shares on the Standard Segment of the Official List and had its Ordinary Shares admitted to trading on AIM, a market operated by the London Stock Exchange.
At the same time, it acquired marketing technology business 3radical Limited ('3radical') through an all-share reverse takeover ('RTO') by issuing 61,184,843 Ordinary Shares at £0.021 per share valuing 3radical at £1,284,882; and issued a further 104,785,670 Ordinary Shares at £0.021 per share raising £2,200,499 before expenses, through a combination of subscription, placing, and the conversion of certain liabilities to new Ordinary Shares.
As a result, the Company's principal activity changed to the provision of first-party data solutions for the digital marketing and advertising industry as well as identifying potential companies, businesses, or assets for acquisition.
In August 2024, the Company acquired sales & marketing company Mymyne Limited ('Mymyne') through an all-share acquisition by issuing 9,834,521 Ordinary Shares at £0.0073 per share on completion, plus deferred consideration of up to a maximum of 11,191,665 Ordinary Shares after a year subject to conditions, valuing Mymyne at a maximum of £153,491 at the closing mid-market price of the Company's Ordinary Shares on 8 August 2024. At the same time, the Company issued a further 9,589,042 Ordinary Shares at £0.0073 per share in satisfaction of £70,000 in fees to professional advisers.
In October 2024, the Company issued 13,888,889 Ordinary Shares on conversion of a £125,000 loan at £0.009 per share.
The Company's Ordinary Shares were suspended from trading on AIM on 26 November 2024. On 28 November 2024 3radical, its operating subsidiary, was placed into administration pending a sale of the business. After the unsuccessful marketing of 3radical's business as a going concern and the Company's announcement of 24 December 2024 regarding the CVL of 3radical, the Company was reclassified as a cash shell pursuant to Rule 15 of the AIM Rules, and its principal activity reverted to identifying potential companies, businesses, or assets for acquisition.
On 27 March 2025, the Company agreed to issue 875,000,000 Ordinary Shares at £0.00034 per share in a £300,000 fundraising before expenses and 68,147,959 Ordinary Shares at £0.0001467 per share as conversion of a £10,000 convertible loan, combined with a CVA which eliminated all the Company's pre-CVA debts in a 'debt for equity swap' (other than £45,000 remaining of the convertible loan that was converted into 306,665,817 Ordinary Shares at £0.0001467 per share when the CVA Creditor Shares were issued on 13 October 2025), and enabled the Company to continue operating. At the same time, the nominal value of the Company's Ordinary Shares was reduced from £0.005 per share to £0.0001 per share, with the balance of its nominal share capital reclassified as Deferred Shares of £0.0049 per share.
The financial statements have been prepared on a going concern basis. The Board has assessed the Company's financial position as at 31 March 2025 and the factors which may impact the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements. See note 2.4 for key matters assessed by the directors in considering the ability of the Company to continue as a going concern for the year to 30 November 2026.
As described in Note 19 to the Financial Statements, proposals for the CVA which were conditional upon, inter alia, the approval by Shareholders of certain Resolutions, were duly passed at a General Meeting held on 27 March 2025. The CVA approval was followed on 18 June 2025 by a further fundraising of £0.8 million before expenses to cover the Company's anticipated costs of its next RTO.
Subsequent to the year-end, on 13 October 2025, the CVA Supervisor completed the administration of the CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary Shares to its former creditors, representing 8.6 per cent. of the enlarged equity as approved by its creditors and members, and 306,665,817 new Ordinary Shares in conversion of the remaining £45,000 convertible loan in full satisfaction of its pre-CVA liabilities.
Management and the directors have considered each of these matters and what the Group (Electric Guitar PLC as enlarged by the RTO of Dunbar) is expected to look like following the completion of the anticipated RTO, which includes the Group's working capital requirements over the period to 30 November 2026.
The directors have also assessed the Company's ability to continue as a standalone entity in the event no acquisition is pursued and completed in the period to 30 November 2026. Cashflow projections have also been prepared on this basis which support the directors' view that the Company has sufficient facilities to meet its obligations for the period to 30 November 2026 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required. This matter indicates that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern at the time of approval of the financial statements.
The financial statements do not include adjustments should the going concern basis be inappropriate. Nonetheless, in view of the successful track record of raising financing in the last year from both equity and debt sources and other available funding options, the directors are confident they would be successful in raising any necessary financing within the next 12 months from the date of approval of the financial statements.
For the reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
QUALIFIED OPINION
The Directors draw your attention to the qualified opinion in the independent auditor's report. Relevant amounts reported in the financial statements for 3radical Limited and its subsidiaries ("3radical") include a loss from discontinued operations of £2,977,027, net cash used in discontinued operations of £22,172, assets classified as held for sale of £30,943 and liabilities classified as held for sale of £533,183. As disclosed in notes 2.1, 2.3 and 7 of the financial statements, during the year, 3radical, being wholly owned subsidiaries of the Company were placed into administration and voluntary liquidation. As a result, certain personnel responsible for financial and accounting matters were not available to discuss the financial affairs of 3radical and subsequent to entering liquidation, the accounting records were not adequate to permit the application of appropriate audit procedures. Accordingly, it was not possible to obtain the information necessary to complete audit procedures on 3radical relating to its performance and cash flows for the period ended 31 March 2025 and its financial position at 31 March 2025.
|
Continuing operations: |
Note |
Year ended 31 March 2025 |
|
Year ended 31 March 2024 (As restated) |
|
|
|
£ |
|
£ |
|
Administrative expenses - Acquisition costs - Other costs
|
4 4
|
(786,490) (1,087,210)
|
|
(875,677) (447,547
|
|
Operating loss |
|
(1,873,700) |
|
(1,323,224) |
|
|
|
|
|
|
|
Finance costs |
6 |
(24,390) |
|
(46,294) |
|
Finance income- interest received |
|
5,279 |
|
7,355 |
|
|
|
|
|
|
|
Loss before income tax |
9 |
(1,892,811) |
|
(1,362,163) |
|
|
|
|
|
|
|
Income tax |
10 |
- |
|
- |
|
Loss for the year from continuing operations |
|
(1,892,811)
|
|
(1,362,163)
|
|
Loss from discontinued operations, net of income tax |
7
|
(2,989,946) |
|
- |
|
Loss for the year |
(4,882,757) |
|
(1,362,163) |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
Items that may be reclassified to profit or loss |
|
|
|
|
|
Loss on translation of foreign operations |
(56,416) |
|
- |
|
|
Loss and other comprehensive income for the year |
(4,939,173) |
|
(1,362,163) |
|
|
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
8
|
(0.83) |
|
(2.35) |
|
Discontinued operations |
|
|
|
|
| Basic and diluted loss per share (pence) |
8
|
(1.31) |
|
- |
|
Total loss per share |
(2.14) |
|
(2.35) |
|
*: The Group's consolidated statement of comprehensive income has been restated in the comparative period as described in Note 2.2.
The accompanying notes form part of the financial statements.
|
|
|
Group 2025 |
|
Company 2025 |
Group and Company 2024 |
|||
|
|
Note |
£ |
|
£ |
£ |
|||
|
|
|
|
|
|
(As restated) |
|||
|
ASSETS |
|
|
|
|
|
|||
|
NON-CURRENT ASSETS |
|
|
|
|
|
|||
|
Property, plant and equipment |
|
2,515 |
|
2,515 |
5,529 |
|||
|
|
|
|
|
|
|
|||
|
CURRENT ASSETS |
|
|
|
|
|
|||
|
Receivables and prepayments |
11 |
9,377 |
|
9,377 |
75,745 |
|||
|
Assets classified as held for sale |
20 |
32,078 |
|
- |
- |
|||
|
Cash and cash equivalents |
12 |
240,430 |
|
240,430 |
137 |
|||
|
|
|
281,885 |
|
249,807 |
75,882 |
|||
|
|
|
|
|
|
|||
|
TOTAL ASSETS
|
|
284,400 |
|
252,322 |
81,411 |
|||
|
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|||
|
Share capital |
13 |
1,285,728 |
|
1,285,728 |
289,314 |
|||
|
Share premium |
13 |
3,704,387 |
|
3,704,387 |
948,629 |
|||
|
Foreign currency translation reserve |
15 |
(56,416) |
|
- |
- |
|||
|
Share-based payment reserve |
15 |
63,980 |
|
63,980 |
- |
|||
|
Accumulated losses |
15 |
(7,027,997) |
|
(6,575,763) |
(2,145,240) |
|||
|
TOTAL EQUITY- (deficiency) |
|
(2,030,318) |
|
(1,521,668) |
(907,297) |
|||
|
CURRENT LIABILITIES |
|
|
|
|
|
|||
|
Financial liabilities |
|
|
|
|
|
|||
|
Borrowings |
16 |
55,000 |
|
55,000 |
191,270 |
|||
|
Trade and other payables |
17 |
1,404,824 |
|
1,433,990 |
797,438 |
|||
|
Liabilities classified as held for sale |
20 |
569,894 |
|
- |
- |
|||
|
Shares to be issued |
17 |
285,000 |
|
285,000 |
- |
|||
|
TOTAL LIABILITIES |
|
2,314,718 |
|
1,773,990 |
988,708 |
|||
|
|
|
|
|
|
|
|||
|
TOTAL EQUITY AND LIABILITIES |
|
284,400 |
|
252,322 |
81,411 |
|||
|
|
|
|
|
|
*: The Company's statement of financial position has been restated in the comparative period as described in Note 2.2. The Company made a loss of £4,430,523 for the year (2024 - loss of £1,362,163 as restated).The financial statements were approved by the Board of Directors and authorised for issue on 24 November 2025 and were signed on its behalf by:
Richard Horwood, Director
The accompanying notes form part of the financial statements.
|
|
Share capital |
Share premium |
Retained losses |
Share-based payment reserve |
Foreign currency trans-lation reserve |
Totals |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
At 1 April 2023 |
289,314 |
948,629 |
(783,077) |
- |
- |
454,886 |
|
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
Loss for the year as previously stated |
- |
- |
(1,367,797) |
- |
- |
(1,367,797) |
|
Prior year adjustment (Note 2.2) |
- |
- |
5,634 |
- |
- |
5,634 |
|
Comprehensive loss for the year as restated |
- |
- |
(1,362,163) |
- |
- |
(1,362,163) |
|
At 31 March 2024 (as restated) |
289,314 |
948,629 |
(2,145,240) |
- |
- |
(907,297) |
|
|
|
|
|
|
|
|
|
At 1 April 2024 (as restated) |
289,314 |
948,629 |
(2,145,240) |
- |
- |
(907,297) |
|
Change in equity |
|
|
|
|
|
|
|
Loss for the year |
- |
- |
(4,882,757) |
- |
- |
(4,882,757) |
|
Other comprehensive income |
- |
- |
- |
- |
(56,416) |
(56,416) |
|
Loss and other comprehensive income for the year |
- |
- |
(4,882,757) |
- |
(56,416) |
(4,939,173) |
|
Transactions with owners: |
|
|
|
|
|
|
|
New shares issued during the year |
996,414 |
2,755,758 |
- |
- |
- |
3,752,172 |
|
Share based payment expense |
- |
- |
- |
63,980 |
- |
63,980 |
|
|
996,414 |
2,755,758 |
- |
63,980 |
- |
3,816,152 |
|
At 31 March 2025 |
1,285,728 |
3,704,387 |
(7,027,997) |
63,980 |
(56,416) |
(2,030,318) |
The accompanying notes form part of the financial statements.
|
|
Share capital |
Share premium |
Retained losses |
Share-based payment reserve |
Totals |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
At 1 April 2023 |
289,314 |
948,629 |
(783,077) |
- |
454,886 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
Loss for the year as previously stated |
- |
- |
(1,367,797) |
- |
(1,367,797) |
|
Prior year adjustment (Note 2.2) |
- |
- |
5,634 |
- |
5,634 |
|
Loss for the year as restated |
- |
- |
(1,362,163) |
- |
(1,362,163) |
|
At 31 March 2024 (as restated) |
289,314 |
948,629 |
(2,145,240) |
- |
(907,297) |
|
|
|
|
|
|
|
|
At 1 April 2024 (as restated) |
289,314 |
948,629 |
(2,145,240) |
- |
(907,297) |
|
Change in equity |
|
|
|
|
|
|
Loss for the year |
- |
- |
(4,430,523) |
- |
(4,430,523) |
|
|
|
|
|
|
|
|
Transactions with owners: |
|
|
|
|
|
|
New shares issued during the year |
996,414 |
2,755,758 |
- |
- |
3,752,172 |
|
Share based payment expense |
- |
- |
- |
63,980 |
63,980 |
|
|
996,414 |
2,755,758 |
- |
63,980 |
3,816,152 |
|
At 31 March 2025 |
1,285,728 |
3,704,387 |
(6,575,763) |
63,980 |
(1,521,668) |
The accompanying notes form part of the financial statements.
|
|
|
Group Year ended 31 March 2025 |
|
Company Year ended 31 March 2025 |
Group and Company Year ended 31 March 2024 |
|
|
|
£ |
|
£ |
£ |
|
Cash flow from operating activities |
|
|
|
|
|
|
Loss for the year |
|
(4,882,757) |
|
(4,430,523) |
(1,367,797) |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Finance income |
|
(5,533) |
|
(5,533) |
(7,355) |
|
Interest paid |
|
10,296 |
|
10,296 |
- |
|
Depreciation charges |
|
1,245 |
|
1,094 |
257 |
|
Loss on disposal of plant and equipment |
|
1,920 |
|
1,920 |
- |
|
Impairment of goodwill |
|
2,268,891 |
|
- |
- |
|
Impairment of investments |
|
- |
|
1,192,582 |
- |
|
Impairment of amounts due from subsidiaries |
|
- |
|
1,356,674 |
- |
|
Share-based payment expense |
|
63,980 |
|
63,980 |
- |
|
Foreign exchange adjustments |
|
(56,414) |
|
- |
- |
|
(Increase)/decrease in other receivables |
|
111,756 |
|
66,367 |
(46,212) |
|
Increase in trade and other payables |
|
913,948 |
|
1,046,050 |
676,112 |
|
Net cash used in operating activities |
|
(1,572,668) |
|
(697,093) |
(744,995) |
|
|
|
|
|
|
|
|
Cash flow from investing activities |
|
|
|
|
|
|
Finance income |
|
5,533 |
|
5,533 |
7,355 |
|
Purchase of tangible fixed assets |
|
(765) |
|
- |
(5,786) |
|
Amounts advanced to subsidiaries |
|
- |
|
(895,587) |
- |
|
Net cash from / (used in) investing activities |
|
4,768 |
|
(890,054) |
1,569 |
|
|
|
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
|
|
Proceeds from issue of shares |
|
1,322,736 |
|
1,322,736 |
- |
|
Net proceeds from shares to be issued |
|
285,000 |
|
285,000 |
- |
|
Net proceeds from borrowings |
|
230,000 |
|
230,000 |
251,928 |
|
Repayment of borrowings |
|
(54,337) |
|
- |
- |
|
Interest paid |
|
(10,296) |
|
(10,296) |
- |
|
Net cash from financing activities |
|
1,773,103 |
|
1,827,440 |
251,928 |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
205,203 |
|
240,293 |
(491,498) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
137 |
|
137 |
491,635 |
|
Cash acquired on acquisition of subsidiaries |
|
53,589 |
|
- |
- |
|
Cash reclassified as assets held for sale |
|
(18,499) |
|
- |
- |
|
Cash and cash equivalents at the end of the year |
|
240,430 |
|
240,430 |
137 |
|
|
|
|
|
|
|
The accompanying notes form part of the financial statements.
Electric Guitar Plc is a public limited company, registered in England and Wales. The Company's registered office is One Bartholomew Close, London, EC1A 7BL. The Company's principal activities and the nature of its operations are disclosed in the director's report.
In May 2024, the Company cancelled the listing of its Ordinary shares on the Standard Segment of the Official List and its Ordinary shares were admitted to trading on AIM, a market operated by the London Stock Exchange. Further to the Company's announcement of 24 December 2024 regarding the liquidation of 3radical, the Company's operating subsidiary, the Company was reclassified as a cash shell pursuant to Rule 15 of the AIM Rules. Restoration of trading in its Ordinary Shares on AIM took place on 2 April 2025, and was suspended again on 25 June 2025 as it had not acquired a new trading company within 6 months of its becoming a cash shell.
The functional and presentational currency is Great British Pounds Sterling ('£') and the financial statements have been rounded off to nearest £.
The financial statements have been prepared under historical cost convention, in accordance with UK adopted International Financial Reporting Standards (UK adopted IFRS) and the Companies Act 2006.
The consolidated financial statements for the Company and its subsidiaries ('the Group') have been prepared under the historical cost convention and in accordance with the recognition and measurement requirements of UK adopted International Financial Reporting Standards (UK adopted IFRS). The consolidated financial statements have been prepared on a basis other than going concern. During the year, 3radical Limited, the Company's main subsidiary was put into liquidation. The directors have restructured the operations and debt of the remaining group entities through a CVA which was approved on 27 March 2025. Assets are held at their estimated net realisable value. Liabilities are stated at their expected settlement amount.
Comparatives disclosed in the financial statements, which related to the Company only, were prepared under the historical cost convention and in accordance with the recognition and measurement requirements of UK adopted International Financial Reporting Standards ('IFRS'), applying a going concern basis of preparation. The comparatives relate to the Company only and are therefore not entirely comparable.
The Company has taken the exemption under s408 Companies Act 2006 and has therefore not published its own statement of comprehensive income for the year ended 31 March 2025. The Company made a loss of £4,430,523 for the year (2024 - loss of £1,362,163).
The following accounting principles have been applied:
In the preparation of the Company's audited financial statements for the year ended 31 March 2024, the statement of financial position overstated borrowings by £60,658 and understated other payables by £55,024.
The net impact on results for the year ended 31 March 2024 was to reduce the loss for the year by £5,634 and accumulated losses by the same amount.
The Company's statement of comprehensive income incorrectly allocated facility fees on borrowings to operating costs rather than finance costs and overstated losses by £5,634.
The Company has corrected these errors in the financial statements by restating the comparatives disclosed in the statement of comprehensive income and statement of financial position as at 31 March 2024.
As 3radical has been placed into administration and a CVL, the financial position and results relating to this company and its subsidiary entities at 31 March 2025 have been accounted for on a basis other than going concern in the consolidated financial statements for the year ended 31 March 2025. Accordingly, all assets and liabilities relating to these companies have been classified as current, and assets have been written down to their estimated realisable value at 31 March 2025.
The financial statements have been prepared on a going concern basis. The Board has assessed the Company's financial position as at 31 March 2025 and the factors which may impact the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of the financial statements.
As at 31 March 2025, the Group had a deficiency in total equity of £2.1 million. The Group also generated a loss for the year ended 31 March 2025 of £4.9 million and a net cash outflow from operating activities of £1.6 million. The deficiency in equity of £2.1 million at 31 March 2025 included current liabilities of £1.4 million which have subsequently been derecognised in April 2025 following proposals for the Company's CVA becoming unconditional. These liabilities therefore no longer existed after April 2025.
As at 31 March 2025, liabilities include approximately £533k classified as held for sale for the 3radical Group. These entities are in liquidation and the Company has no obligation to settle these amounts.
In assessing the ability of the Company to continue as a going concern and pay its debts as and when they fall due, the directors have taken into consideration the following matters:
· As described in Note 19 to the Financial Statements, proposals for the Company's CVA, which were conditional upon, inter alia, the approval by Shareholders of the Resolutions, were duly passed at a General Meeting held on 27 March 2025.
· On 2 April 2025, the Company announced the following pursuant to the CVA Proposals outlined in Note 19 below:
- Completion of a fundraise by way of Subscription for 875,000,000 new Ordinary Shares in the Company at 0.034p per share for a total of £300,000; and
- A total of 68,147,959 shares were issued pursuant to the automatic conversion of £10,000 of CLNs in accordance with, inter alia, completion of the Subscription.
· The CVA approval was followed on 18 June 2025 by a further fundraising of £0.8 million before expenses to cover the Company's anticipated costs of its next RTO.
On 13 October 2025, the CVA was completed with 236,782,175 new Ordinary Shares issued in satisfaction of all the CVA debts, and the outstanding £45,000 of CLNs were converted into 306,665,817 new Ordinary Shares, leaving the Company completely free of all its pre-CVA debts.
Management and the directors have considered each of these matters and what the enlarged Group (Electric Guitar PLC as potentially enlarged by the RTO of Dunbar) is expected to look like following the completion of the anticipated RTO, which will only be completed on the basis that the transaction includes sufficient working capital for the enlarged Group's requirements for at least 12 months after completion of the RTO.
The directors have also assessed the Company's ability to continue as a standalone entity in the event no acquisition is pursued and completed in the period to 30 November 2026.
Cashflow projections have also been prepared on this basis which support the directors' view that the Company has sufficient facilities to meet its obligations for the period to 30 November 2026 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required. This matter indicates that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern at the time of approval of the financial statements.
The key matters assessed by the directors in considering the ability of the Company to continue as a going concern for the period to 30 November 2026 are summarised below.
- The directors have assessed the ability of the Company to continue as a going concern both as a standalone entity (should the anticipated RTO not complete) and in the anticipated scenario where the RTO of Dunbar concludes. The proposed terms of the Dunbar acquisition include a condition requiring Dunbar to have raised sufficient working capital for the enlarged Group for 18 months. There is however no guarantee that the proposed transaction will be completed in accordance with the proposed terms or that the Group, as enlarged by the RTO of Dunbar, will perform in accordance with any projections prepared for the period following completion.
- Management has prepared detailed cashflow forecasts for the Company on a standalone basis (should the anticipated RTO not proceed to completion) and the management of Dunbar is preparing similar forecasts for the enlarged Group for the 18-month period following completion of the proposed RTO of Dunbar. Before entering into binding contracts to acquire Dunbar, the directors and the Company's nomad will review and approve Dunbar's forecasts, following thorough testing of them by the Company's RTO reporting accountants.
- As part of its assessment of the forecasts, certain sensitivity analyses will be run on the forecast model for the enlarged Group. In the event the enlarged Group's actual sales for the period ending 12 months after completion of the proposed RTO would be lower than forecast and certain controllable costs were to be deferred, the tests will be required to show that the Group should still have the ability to operate and pay its debts as and when they fall due for the same period as above, but this cannot be guaranteed.
2. Accounting policies (continued)
2.4 Going concern (continued)
- In the event that the proposed RTO does not proceed, and there are no other acquisitions made in the year to 30 November 2026, the Company would continue to be a cash shell. As noted above, the standalone forecasts prepared by the Company show that the Company has sufficient facilities to meet its obligations for the period to 30 November 2026 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required.
The financial statements do not include adjustments should the going concern basis be inappropriate. Nonetheless, in view of the successful track record of raising financing in the last year from both equity and debt sources and other available funding options, the directors are confident they would be successful in raising any necessary financing within the next 12 months from the date of approval of the financial statements.
For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
The financial statements of the Group consolidate the results of the Company and its subsidiary entities. A subsidiary is an entity controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its influence over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
The consolidated financial statements present the results of the Company and its subsidiaries (the Group) as if they formed a single entity. Intercompany transactions and balances, including unrealised gains/losses between group companies are therefore eliminated in full.
Where the Group ceases to control a subsidiary, the subsidiary is deconsolidated from the date which control ceases. The net assets of the subsidiary are included in a disposal calculation along with any consideration received from the disposal, with any gain or loss recognised in the Statement of Profit and Loss.
The consolidated financial statements incorporate the results of Electric Guitar plc and its subsidiaries as at 31 March 2025 and for the year then ended using the acquisition method of accounting.
Business combinations falling within the scope of IFRS 3 Business Combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group measures goodwill at the acquisition date as the fair value of the consideration transferred less the fair value of identifiable assets acquired and liabilities assumed.
The Group recognises an allowance for expected credit losses ("ECLs'') for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.
Cost comprises the fair value of assets given, liabilities assumed, and equity instruments issued, plus the amount of any non-controlling interests in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to profit or loss. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.
All goodwill arising on acquisitions made in the year ended 31 March 2025 was fully impaired as described in Note 18.
2.7 Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows: its cash generating units ('CGUs').
Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.
2.9 Investment in subsidiaries
The Company made two acquisitions in the year ended 31 March 2025, namely 3radical Limited and Mymyne Limited, as described in Note 18.
2.9 Investment in subsidiaries (continued)
The directors have reviewed evidence which might suggest whether the investments in the subsidiaries have become impaired. In particular, the directors reviewed whether there exist:
· significant financial difficulty in the subsidiaries;
· a breach of contract, such as a default or past-due event;
· it is becoming probable that the subsidiaries will enter bankruptcy or another financial reorganisation;
· the disappearance of any market for the debt of the subsidiaries because of financial difficulties; or
· the financial liabilities of the subsidiaries trade at a deep discount that reflects likely incurred credit losses.
As more fully described in Note 18, the directors have considered the evidence in respect of the Company's investments in its subsidiaries and concluded that there were indicators of impairment. The Company has therefore made full impairment against its investments in its newly acquired subsidiaries, amounting to £1,356,674. Receivables due from subsidiaries amounting to £1,192,587 have also been fully impaired in the year.
Transactions in currencies other than the functional and presentation currency of the Company, pound sterling, 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 on the reporting date. Non-monetary assets and liabilities that are determined in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
Gains on, or losses arising from, retranslation of the monetary assets and liabilities are included in profit or loss for the period.
The income tax expense represents the sum of tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax assets are only recognised on tax losses when there is convincing evidence that the Company will generate sufficient future taxable profits in the foreseeable future against which the tax losses can be utilised to reduce the Company's liabilities to corporation tax.
Cash and cash equivalents comprise cash at bank.
Share capital represents the nominal value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to the statement of comprehensive income in the year that the Group becomes aware of the obligation and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.
Other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accruals and accounts payable are classified as current liabilities if payment is due within one year or less.
All financial liabilities are recognised in the statement of financial position when the Group or Company becomes party to the contractual provision of the instrument.
Financial liabilities measured at amortised cost
The Group's financial liabilities held at amortised cost comprise trade payables and other payables and borrowings.
These financial liabilities are initially measured at fair value net of any transaction costs directly attributable to the issue of the instrument.
Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a market rate on the balance of the liability carried in the statement of financial position.
Subsequent measurement
The amortised cost of a financial liability is the amount at which the financial liability is measured on initial recognition, minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount.
Such amortisation amounts are recognised in the statement of comprehensive income. Due to the short-term nature of trade and other payables, they are stated at their nominal value, which approximates their fair value.
The Company has issued share warrants and options to directors and service providers in respect of services provided.
The grant of these instruments is recognised as equity settled share-based payments under IFRS 2. The warrants can be exercised by the holder prior to the exercise date for a fixed number of equity shares at fixed prices.
The value of the share-based instruments is determined at the date of grant and expensed on a straight-line basis over the vesting period with a corresponding increase in equity based on the Company's estimate of the shares that will eventually vest at the time of the grant. At each balance sheet date, the Company revises its estimates of the number of instruments that are expected to vest based on service and non-market performance conditions.
The Company takes into account the market condition (i.e. target share price being in excess of the exercise price) at the time of estimating the fair value of the instruments. The amount expensed is adjusted over the vesting period for changes in the estimate of the number of shares that will eventually vest, except for changes resulting from any market-related performance conditions.
Capital consists of Ordinary Shares, Deferred Shares, share premium and retained losses. The Board monitors the return on capital. The Company is not subject to any externally imposed capital requirements.
The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 April 2025 and have not been applied in preparing the financial statements. None of these is expected to have a significant effect on the financial statements of the Company. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
The preparation of the financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise their judgement in applying the Company's accounting policies.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including future conditions that are assessed to be reasonable under the circumstances.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:
- Basis of preparation (Note 2.1)
- 3radical Limited - liquidation basis of accounting (Note 2.3)
- Going concern (Note 2.4)
- Current assets and liabilities held for sale (Note 20)
- Impairment of goodwill and investments in subsidiaries (Note 18)
4. Administrative expenses
|
|||
|
Acquisition costs |
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Legal fees |
170,500 |
|
383,276 |
|
Corporate Finance & Brokerage |
281,871 |
|
115,197 |
|
Accountancy Advice |
5,050 |
|
235,090 |
|
Consultancy & Professional Advice |
146,233 |
|
124,500 |
|
Listing fees |
31,262 |
|
17,614 |
|
Commission and financing fees |
151,574 |
|
- |
|
Total |
786,490 |
|
875,677 |
|
Other costs |
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Employment costs |
426,660 |
|
241,137 |
|
Exceptional costs of CVA |
147,838 |
|
- |
|
Auditors remuneration fees |
68,000 |
|
45,500 |
|
Share-based payment expense |
63,980 |
|
- |
|
Regulatory costs |
24,117 |
|
28,740 |
|
Public relations |
51,041 |
|
25,371 |
|
Contractor costs |
32,400 |
|
23,800 |
|
Recruitment |
14,250 |
|
17,000 |
|
Consulting fees |
83,446 |
|
16,926 |
|
Advertising and marketing |
19,581 |
|
10,723 |
|
Insurance |
72,644 |
|
613 |
|
Others |
83,253 |
|
37,737 |
|
Total |
1,087,210 |
|
447,547 |
|
|
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Wages and salaries |
390,324 |
|
220,255 |
|
Social security costs |
32,228 |
|
14,413 |
|
Other pension costs |
4,108 |
|
6,469 |
|
Total |
426,660 |
|
241,137 |
|
|
|
|
|
|
The average number of employees and directors during the year was as follows: |
|||
|
|
Group 31 March 2025 |
|
Group 31 March 2024 |
|
Administration |
6 |
|
5 |
|
|
|
|
|
Key management personnel are the directors. The remuneration paid to directors is provided in the directors' report accompanying the financial statements and is summarised below:
|
Directors' remuneration |
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Salaries and fees |
379,948 |
|
136,656 |
|
Share-based payment expense |
36,028 |
|
- |
|
Total |
415,976 |
|
146,656 |
The highest paid director in the year ended 31 March 2025 received a total of £91,478 in remuneration (year ended 31 March 2024: £37,328).
|
|
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Interest on borrowings |
23,282 |
|
46,294 |
|
Unrealised currency losses |
417 |
|
- |
|
Bank charges |
691 |
|
- |
|
Total |
24,390 |
|
46,294 |
As more fully described in Note 18, in December 2024, 3radical Limited was placed into a creditors' voluntary liquidation ('CVL'), which the directors are advised is expected to have been completed in the first half of 2026.
On 4 March 2025, the first Gazette Notice was published for the compulsory striking off of Mymyne Limited, with a view to its being dissolved.
Accordingly, the goodwill asset has been impaired in full at 31 March 2025 and the impairment charge recognised within impairment expense in the consolidated statement of comprehensive income. The results of 3radical Limited and Mymyne Limited from the period subsequent to their acquisitions have been presented as discontinued operations as follows:
|
Results of discontinued activities |
|
Year ended 31 March 2025 £ |
|
Year ended 31 March 2024 £ |
|
Revenue |
|
98,365 |
|
- |
|
Cost of sales |
|
(58,861) |
|
- |
|
Gross profit |
|
39,504 |
|
- |
|
|
|
|
|
|
|
Impairment of goodwill |
|
(2,268,891) |
|
|
|
Administrative expenses |
|
(725,830) |
|
- |
|
Operating loss |
|
(2,955,217) |
|
- |
|
|
|
|
|
|
|
Finance costs |
|
(34,982) |
|
- |
|
Finance income- interest received |
|
253 |
|
- |
|
Loss before income tax |
|
(2,989,946) |
|
- |
|
|
|
|
|
|
|
Income tax |
|
- |
|
- |
|
Net loss for the year from discontinued operations |
|
(2,989,946)
|
|
-
|
|
Cash flows used in discontinued operations |
|
|
|
|
|
Net cash used in operation activities |
|
(772,665) |
|
- |
|
Net cash used in investing activities |
|
(765) |
|
- |
|
Net cash from financing activities |
|
738,339 |
|
- |
|
Net cash used in discontinued operations |
|
(35,091) |
|
- |
|
|
|
|
|
|
There are no comparatives as this is the first period that 3radical and Mymyne have been consolidated.
Basic earnings per share is calculated by dividing the loss attributable in the period to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period, excluding any Ordinary Shares purchased by the Company and held as treasury shares.
|
|
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
Loss for the year attributable to equity holders of the Company: |
|
|
|
|
- Continuing operations |
(1,892,811) |
|
(1,362,163) |
|
- Discontinued operations |
(2,989,496) |
|
- |
|
|
|
|
|
|
Weighted average number of Ordinary Shares |
228,161,556 |
|
57,862,776 |
|
|
|
|
|
|
Loss per share (basic and diluted): |
|
|
|
|
- Continuing operations |
(0.83) |
|
(2.35) |
|
- Discontinued operations |
(1.31) |
|
- |
|
Loss per share (pence) |
(2.14) |
|
(2.35) |
Share warrants and options issued by the Company have an anti-dilutive effect on loss per share. Hence, under IAS requirements diluted loss per share is shown as being the same as basic loss per share.
The loss before income tax of £1,892,811 (2024: £1,362,163) is stated after charging:
|
|
Group 31 March 2025 |
|
Group 31 March 2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Auditor's remuneration |
|
|
|
|
- For audit services |
40,000 |
|
29,500 |
|
- Under-provision in respect of prior year |
13,000 |
|
- |
|
- For non-audit services |
15,000 |
|
16,000 |
|
|
68,000 |
|
45,500 |
No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024 as the Company generated tax losses for both years.
Prima facie tax reconciliation
The loss for the year was £4,882k (2024: £1,362k). For the year ended 31 March 2025, the standard rate of corporation tax in the UK is 25% (2024: 25%). The rate of corporation tax applicable in UK for profits up to £50k is 19%.
The expected tax credit on the loss for the year is £1,221k (2024: £88k). The actual tax credit recognised for the year was £NIL (2024: £Nil). The main reasons for the differences for both periods are tax losses not recognised as deferred tax assets due to uncertainty of taxable profits being generated in the foreseeable future.
|
|
|
|
||
|
|
Group |
Company |
Company |
|
|
|
31 March 2025 |
31 March 2025 |
31 March 2024 |
|
|
|
£ |
£ |
£ |
|
|
VAT receivable |
- |
- |
63,703 |
|
|
Prepayments and accrued income |
9,377 |
9,377 |
12,042 |
|
|
|
9,377 |
9,3775 |
75,745 |
|
The directors consider that the carrying amount of other receivables and prepayments approximates to their fair value.
|
|
|
|
||
|
|
Group |
Company |
Company |
|
|
|
31 March 2025 |
31 March 2025 |
31 March 2024 |
|
|
|
£ |
£ |
£ |
|
|
Cash at bank and in hand |
240,430 |
240,430 |
137 |
|
|
|
240,430 |
240,430 |
137 |
|
|
|
Company 31 March 2025 |
|
Company 31 March 2024 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Authorised, issued and fully paid |
|
|
|
|
257,145,740 (2024: 57,862,776) Ordinary Shares of 0.01p each (2024: 0.5p each) and 257,145,740 Deferred Shares of 0.49 pence each. |
1,285,728 |
|
289,314 |
|
|
1,285,728 |
|
289,314 |
The Ordinary Shares carry voting and dividend rights. The Deferred Shares do not carry any rights to vote or dividend rights.
Movements in issued share capital during the year ended 31 March 2025 were:
|
|
No. of ordinary shares |
|
Nominal value |
Share premium |
|
|
|
|
£ |
£ |
|
|
|
|
|
|
|
At beginning of year |
57,862,776 |
|
289,314 |
948,629 |
|
Shares issued on 3 May 2024 Consideration paid to vendors of 3radical |
61,184,843 |
|
305,924 |
978,957 |
|
Cash subscription and placing |
62,987,410 |
|
314,937 |
1,007,799 |
|
Settlement of accrued directors' remuneration due to John Hutchinson |
3,214,280 |
|
16,071 |
51,428 |
|
Settlement of loans due to, and accrued directors' remuneration issued to, Richard Horwood |
1,441,140 |
|
7,206 |
23,058 |
|
Settlement of debts owed to Sanderson (Note 16) |
25,476,190 |
|
127,381 |
407,619 |
|
Settlement of loan due to third party |
1,190,480 |
|
5,952 |
19,048 |
|
Settlement of advisors' fees on AIM Admission
|
10,476,170 |
|
52,381 |
167,619 |
|
Shares issued on 9 August 2024 Settlement of professional fees for £70k owed to advisors |
9,589,042 |
|
47,945 |
22,055 |
|
Shares issued on 28 August 2024 Initial consideration paid to vendors of Mymyne |
9,834,521 |
|
49,173 |
22,619 |
|
Shares issued on 14 October 2024 |
|
|
|
|
|
Conversion of loan to ordinary shares |
13,888,888 |
|
69,444 |
55,556 |
|
At end of year |
257,145,740 |
|
1,285,728 |
3,704,387 |
The issue price for all shares issued on 3 May 2024 was 2.1p per share. The issue price for all shares issued in August 2024 was 0.73p per share. The conversion of a loan to shares on 14 October 2024 was made at 0.9p per share.
On 27 March 2025, resolutions were passed for the sub-division of each of the Company's existing Ordinary Shares of £0.005 nominal value into one new Ordinary Share of £0.0001 (0.01 pence) nominal value, plus one Deferred Share of £0.0049 (0.49 pence).
Shares to be issued
The Company had received a total of £285,000 as at 31 March 2025 in respect of a subscription for shares which was completed in April 2025 as described in Note 24 below. These amounts are recognised within current liabilities at 31 March 2025.
The Company issued A-series warrants and B-series warrants to directors and service providers respectively in previous years. These warrants were exercisable at a price of 4.5p. The vesting period of the various warrant instruments are as provided below:
- Allocated A-series warrants vest over a period of 5 years, and should the options remain unexercised they lapse after the seventh anniversary of admission.
- Unallocated A-series (discretionary) warrants are vested on the date of grant and should the options remain unexercised they lapse after the seventh anniversary of admission.
- B-series warrants are vested on the date of grant, and should the options remain unexercised they lapse after the third anniversary of admission.
The following table summarise the A-series warrants and B-series warrants outstanding at the end of the year and movements during the year.
|
|
A-series warrants |
B-series warrants |
|
Outstanding at 31 March 2023 |
4,318,876 |
1,157,256 |
|
Granted during the year |
205,991 |
- |
|
Outstanding at 31 March 2024 |
4,524,867 |
1,157,256 |
|
Surrender of options (see below) |
(3,494,910) |
- |
|
Expired during the year |
(1,029,957) |
(1,157,256) |
|
Outstanding at 31 March 2025 |
- |
- |
|
Options vested and not exercised as at 31 March 2025 |
- |
- |
|
Options vested and not exercised as at 31 March 2024 |
2,365,429 |
1,157,256 |
The assumptions considered in the valuation of both A-series warrants and B-series warrants using the Black-Scholes model are as follows:
|
|
|
|
Exercise price |
4.5 pence |
|
Share price at date of grant |
3 pence |
|
Risk free interest rate |
1.25% |
|
Volatility |
16% |
|
Dividend yield |
0% |
|
Contractual life of A-series warrants |
7 years |
|
Contractual life of B-series warrants |
3 years |
Following the CVA of the Company on 27 March 2025, all the above warrants became worthless.
On 3 May 2024, 3,494,910 A-series warrants were surrendered. These were replaced by a Long Term Incentive Plan ("LTIP'') including options over shares to Directors - see note below.
On 3 May 2024, 205,991 warrants were issued to a former director and a total of 6,714,999 broker warrants were issued to the Company's brokers. All of these warrants vested on grant and have an exercise price of 2.1p. The exercise period for these warrants is 3 years from AIM Admission.
On 10 March 2025, the Company entered into a Convertible Loan with Grahame Cook, pursuant to which the Company granted him 34,073,980 Warrants, exercisable for three years from 2 April 2025, at a price per Ordinary Share of 0.01467p.
Pursuant to the terms of the CLN, Sanderson was granted 153,332,909 Fundraising Warrants over New Ordinary Shares. Sanderson also agreed not to exercise the Fundraising Warrants such that any exercise would cause the Sanderson Concert Party to be interested in more than 29.99% of the issued share capital and total voting rights of the Company at any time.
The total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2025 in respect of warrants over Ordinary Shares was £24,969 (2024: £nil).
On admission to AIM in May 2024, the Company granted Approved Share Options over a total of 23,295,226 new Ordinary Shares to two directors pursuant to the Electric Guitar PLC 2024 Employee Incentive Plan, exercisable at the Issue Price of 2.1 pence. All of these options vest over 3 years and have an exercise price of 2.1p.
The exercise period for these warrants is 10 years from AIM Admission. A total of 1,126,789 Unapproved Share Options were also issued on similar terms.
The interests of the directors in share options granted under this Plan are set out in the Directors' Report on page 22 of the annual report.
The Employee Plan is a discretionary plan which provides for the grant to selected employees and executive directors of the Group, of rights:
a) to acquire Ordinary Shares in the form of options which are:
- intended to be Enterprise Management Incentives Option ("EMI Options");
- Company Share Option Plan options ("CSOP Options"); and
- non-tax advantaged options with a nil or nominal value or market value exercise price (Unapproved Options);
b) conditional rights to acquire Ordinary Shares (Conditional Share Awards);
c) to be paid in cash based on the market value of a specified number of Ordinary Shares (Phantom Awards) together the (Awards).
The total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2025 in respect of Employee Plan awards over Ordinary Shares was £37,857 (2024: £nil).
On admission to AIM, the Company also granted Share Options over a total of 9,628,268 new Ordinary Shares pursuant to the Consultant Plan. All of these options vest over 3 years and have an exercise price of 2.1p. The exercise period for these options is 10 years from AIM Admission. The Consultant Plan is a discretionary plan which provides for the grant to selected consultants of the Group, of rights:
a) to acquire Ordinary Shares in the form of options with a nil or nominal value or market value exercise price (Unapproved Options);
b) which are conditional rights to acquire Ordinary Shares (Conditional Share Awards);
c) to be paid in cash based on the market value of a specified number of Ordinary Shares (Phantom Awards) together the (Awards).
The total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2025 in respect of the Consultant Plan awards over Ordinary Shares was £1,154 (2024: £nil).
The assumptions considered in the valuation of the new warrants and options issued during the year using the Black-Scholes model were as follows:
|
|
|
|
Exercise price |
2.1 pence |
|
Share price at date of grant |
2.1 pence |
|
Risk free interest rate |
4.17% |
|
Volatility |
16% |
|
Dividend yield |
0% |
|
Contractual life of warrants |
3 years |
|
Contractual life of options |
10 years |
The fair value of the new warrants and options at grant date was 0.36 pence per instrument.
A summary of the warrants and options granted in the year ended 31 March 2025 is as follows:
|
|
2024 Warrants |
CLN Warrants |
Employee Plan Options |
Consultant Plan Options |
|
Granted during the year |
6,920,990 |
187,406,889 |
24,422,015 |
9,628,268 |
|
Outstanding at 31 March 2025 |
6,920,990 |
187,406,889 |
24,442,015 |
9,628,268 |
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Share-based payment reserve
Cumulative fair value of the charge/(credit) in respect of share warrants granted and recognised as an expense in the Income Statement.
Foreign currency translation reserve
The translation reserve comprises translation differences arising from the translation of financial statements of the Group's foreign entities into Sterling (£).
Accumulated losses
This reserve records retained earnings and accumulated losses.
|
|
|
|
||
|
|
Group |
Company |
Group and Company |
|
|
|
31 March 2025 |
31 March 2025 |
31 March 2024 |
|
|
Current: |
£ |
£ |
£ (As restated)
|
|
|
Convertible loan notes |
55,000 |
55,000 |
- |
|
|
Unsecured loan facility |
- |
- |
191,270 |
|
|
Total borrowings |
55,000 |
55,000 |
191,270 |
|
Unsecured loan facility
On 27 October 2023, an unsecured loan facility of £250k was agreed with Sanderson Capital Partners Limited, a related party (the '£250k Facility'). Of this facility, £50k was drawn down on 13 November 2023 and a further £150k on 6 December 2023. A further £50k was drawn in May 2024.
On 26 March 2024, a further unsecured loan facility of £600k was agreed with Sanderson Capital Partners Limited (the '£600k Facility'). A facility fee (satisfied in shares on the Company's AIM Admission) of £100k was incurred in lieu of any further costs of the £600k Facility, with a repayment date of 12 months from the Company's AIM Admission, and an option to extend for a further 8 months for an additional facility fee of £15,000 payable at the end of that extended period.
On 3 May 2024, the £250k Facility and all associated fees, and all fees associated with the £600k Facility, were settled in full by the issue of 20,238,095 shares in the Company at a price of 2.1p per share.
A total of £125k was drawn down on the £600k Facility in September and October 2024, all of which was converted to Ordinary Shares on 29 October 2024 at 0.9p per share.
Convertible loan notes
In order to provide the necessary cashflow to facilitate preparation for a CVA proposal to be put to creditors, Sanderson Capital Partners Limited and Grahame Cook (a director), being connected creditors, advanced to the Company £45,000 and £10,000 respectively as Convertible Unsecured Loans, which, conditional upon approval by creditors and shareholders of the proposal, were to be converted to 374,813,777 new ordinary shares. Grahame Cook's £10,000 loan was converted on 2 April 2025, and Sanderson's £45,000 convertible loan converted upon the issue of the new Ordinary Shares in the Company being issued under the CVA.
At a general meeting of shareholders held on 27 March 2025 a proposal to increase the share capital to 1,743,741,692 new Ordinary Shares ranking pari passu with the existing Ordinary Shares was duly passed for the purpose of:
a) Making available 374,813,777 new Ordinary Shares for the conversion of the unsecured loan referred to above.
b) Making available 875,000,000 new Ordinary Shares for an agreed subscription of up to £300,000.
c) Making available a fixed number of 236,782,175 new Ordinary Shares for distribution to creditors.
Trade payables and accruals primarily comprise amounts payable for services received from third parties.
The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. The directors considers that the fair value approximates the carrying value.
|
|
|
|
||
|
|
Group |
Company |
Group and Company |
|
|
|
31 March 2025 |
31 March 2025 |
31 March 2024 |
|
|
|
£ |
£ |
£ (As restated)
|
|
|
Trade creditors |
615,749 |
615,749 |
376,824 |
|
|
Social security and other taxes |
97,099 |
97,099 |
11,705 |
|
|
Amounts due to subsidiary |
- |
29,166 |
- |
|
|
Other creditors |
62,508 |
62,508 |
3,720 |
|
|
Pension payable to directors' personal SIPPs |
57,370 |
57,370 |
4,578 |
|
|
Accrued expenses |
572,098 |
572,098 |
400,611 |
|
|
|
1,404,824 |
1,433,990 |
797,438 |
|
18. Business combinations
Acquisition of 3radical Limited
On 3 May 2024, the Company acquired the entire issued share capital of 3radical Limited. At the same time, the Company cancelled its listing on the London Stock Exchange's Standard List, and had its Ordinary Share capital, as enlarged following completion of the transaction at the negotiated value of £1.3 million paid in shares and of a successful £2.2 million equity fundraising, admitted to trading on the AIM Market of the London Stock Exchange. At the time of the acquisition, 3radical was a business with a well-established software platform already in use by major clients around the world, which helped marketers engage their customers by securing the first-party data marketers increasingly need.
The all-share consideration of £1,284,882 was settled by the issue of 61,184,843 Ordinary Shares in the Company on completion.
The carrying values of 3radical's assets and liabilities on acquisition were assessed as being in line with their fair values. No fair value adjustments were assessed as necessary by the directors.
18. Business combinations (continued)
Goodwill was recognised on this acquisition because the cost of the combination included a control premium. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
|
|
£ |
|
Cash at bank |
34,960 |
|
Trade and other receivables |
38,328 |
|
Trade and other payables |
(645,422) |
|
Borrowings |
(347,393) |
|
Net liabilities at acquisition |
(919,527) |
|
Purchase consideration- satisfied through new ordinary shares issued |
1,284,882 |
|
Goodwill on acquisition |
2,204,409 |
|
|
|
In December 2024, 3radical was placed into a creditors' voluntary liquidation ('CVL''). Accordingly, the goodwill asset has been impaired in full at 31 March 2025 and the impairment charge recognised within impairment expense in the consolidated statement of comprehensive income.
The liquidation is currently in progress with the value of asset realisations to be confirmed on completion, which the directors are advised is expected in the first half of 2026.
The Directors have considered the evidence in respect of the Company's investments in 3radical and concluded that there were indicators of impairment. The Company has therefore made full impairment against its investments in 3radical, amounting to £1,284,882.
Receivables due from 3radical amounting to £1,192,587 have also been fully impaired in the year.
Acquisition of Mymyne Limited
On 28 August 2024, the Company completed the acquisition of Mymyne, a developer of data-related software solutions, and the provider of related sales & marketing services to 3radical, achieving significant cost-savings. The initial all-share consideration of £71,792 was settled by the issue of 9,834,521 Ordinary Shares in the Company on completion.
Additional deferred consideration of approximately £82,000 at the completion share price was payable in shares depending inter alia on the financial performance of Mymyne.
18. Business combinations (continued)
The Company recognised the initial consideration of £71,792 as the purchase price, but not the conditional deferred consideration of up to a further 11,191,665 shares (worth up to a maximum of £82k at the completion share price, and capped at a total of £268.6k at the mid-market price of the Company's shares if and when payable) as the likelihood of the conditional deferred amount being paid was uncertain.
John Regan, who served as Electric Guitar's CEO, and John Hutchinson, who served as Electric Guitar's Chair, and both being directors of the Company, were 36.9% and 9.5% shareholders of Mymyne respectively at the time of the acquisition and therefore the acquisition was considered to be a related party transaction.
The carrying values of Mymyne's assets and liabilities on acquisition were assessed as being in line with their fair values. No fair value adjustments were assessed as necessary by the directors. Goodwill was recognised on this acquisition because the cost of the combination included a control premium. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
|
|
£ |
|
Cash at bank |
18,629 |
|
Trade and other receivables |
20,000 |
|
Trade and other payables |
(3,243) |
|
Borrowings |
(28,076) |
|
Net assets at acquisition |
7,310 |
|
Purchase consideration- satisfied through new ordinary shares issued |
71,792 |
|
Goodwill on acquisition |
64,483 |
|
|
|
On 4 March 2025, the first Gazette Notice was published for the compulsory striking off of Mymyne Ltd, with a view to its being dissolved. Accordingly, the goodwill asset has been impaired in full at 31 March 2025 and the impairment charge recognised within impairment expense in the consolidated statement of comprehensive income.
The directors have considered the evidence in respect of the Company's investments in Mymyne and concluded that there were indicators of impairment. The Company has therefore made full impairment against its investments in Mymyne, amounting to £71,792.
18. Business combinations (continued)
The total impairment charge in respect of 3radical and Mymyne recognised in respect of goodwill arising in the year ended 31 March 2024 was £2,268,891 which is included in the statement of comprehensive income.
Following the above business combinations being completed, the Company's subsidiaries as at 31 March 2025 were as follows:
|
|
|
Shareholding |
Nature of Business |
Country of Incorporation |
|
|
|
Held directly: |
|
|
|
|
|
|
Mymyne Limited |
100% |
Software developer |
England and Wales |
|
|
|
3radical Limited |
100% |
Software developer (in liquidation) |
England and Wales |
|
|
|
|
|
|
|
|
|
|
Held indirectly: |
|
|
|
|
|
3radical Pte Limited |
100% |
Software developer |
Singapore |
|
|
|
|
3radical Pty Limited |
100% |
Software developer |
Australia |
|
|
|
3radical Inc |
100% |
Software developer |
USA |
|
|
|
|
|
|
|
|
19. Company Voluntary Arrangement ("CVA"), Subscription for Ordinary Shares, and Share Capital Reorganisation
Further to the Company's announcement of 24 December 2024 regarding the liquidation of 3radical, the Company's operating subsidiary, and subsequent reclassification of the Company as a cash shell pursuant to Rule 15 of the AIM Rules, the Board presented the following proposals to Shareholders:
- a fundraise by way of subscription for 875,000,000 new Ordinary Shares in the Company and a CLN for 374,813,776 new Ordinary Shares raising total funds of £355,000;
- the proposed CVA in order to allow the Company to restructure itself in a way that allows shareholders and creditors to retain an economic interest in the Company; and
- the proposed share capital reorganisation to amend the nominal value of the Company's Ordinary Shares to 0.01 pence each to allow the CVA and fundraising to complete in accordance with their terms.
Following below expected trading performance of 3radical since the RTO and the failure of the Company to secure additional funds to continue to fund the losses of 3radical, 3radical was placed into liquidation on 24 December 2024. As at the date of the proposals, the Company had debts of £1,399,799 and cash of £4,765. As such, the Company was left in a position whereby its only remaining viable options were to either liquidate the Company or to seek some form of creditor protection.
19. Company Voluntary Arrangement ("CVA"), Subscription for Ordinary Shares, and Share Capital Reorganisation (continued
The Board therefore concluded that a CVA, if approved, would allow for the Company to continue as an entity for the benefit of all stakeholders and to seek to retain admission of the Ordinary Shares to trading on AIM with a new Company strategy to pursue acquisitions.
The net proceeds of the fundraising were to be used principally to allow the Company to implement the CVA and provide working capital to allow it to pursue an acquisition or investment constituting a reverse takeover pursuant to Rule 14 of the AIM Rules.
The Proposals which were conditional upon, inter alia, the approval by shareholders of the Resolutions, were duly passed at a General Meeting held on 27 March 2025.
3radical Limited and its subsidiaries and Mymyne Limited are presented as a disposal group held for sale following the appointment of the liquidators for 3radical and the striking off notice for Mymyne.
The expected settlement of the disposal group is not known at the date of the annual report.
|
Assets classified as held for sale: |
£ |
|
Plant and equipment |
640 |
|
Cash at bank |
18,499 |
|
Trade and other receivables |
12,939 |
|
Total |
32,078 |
|
|
|
|
Liabilities classified as held for sale: |
£ |
|
Trade and other payables |
542,492 |
|
Borrowings |
27,402 |
|
Total |
569,894 |
|
|
|
An Impairment loss of £2,268,891 in relation to goodwill has been recognised in expenses in the consolidated income statement.
The Group's activities expose it to liquidity risk, credit risk and foreign exchange risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of debt and equity instruments.
The capital structure of the Group consists of debt, cash and cash equivalents and equity comprising share capital and reserves. The Company reviews the capital structure annually and as part of this review considers the cost of capital and risks associated with each class of capital and debt.
Liquidity risk
Responsibility for management of liquidity risk rests with the board of directors, which has established an appropriate liquidity risk framework for the management of the Company's funding and liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves, debt facilities and reserve borrowing facilities by continuously monitoring forecasts and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The Company makes some purchases in foreign currencies. The payments in foreign currency are made using the exchange rates on the date of payment. As of year-end, the Company did not have any payables in foreign currency.
During the year, the Company entered into the following transactions with related parties, all of which were conducted on an arm's length basis:
· Salary and bonuses totalling £67,500 payable to John Hutchinson, a director of the Company at the time, were settled by the issue of 3,214,280 shares at 0.21p a share on 3 May 2024.
· Salary and bonuses totalling £30,264 payable to Richard Horwood, a director of the Company, were settled by the issue of 1,441,140 shares at 0.21p a share on 3 May 2024.
· Facility loans totalling £535,000 due and payable to Sanderson Capital Partners Limited, were settled by the issue of 25,476,190 shares at 0.21p a share on 3 May 2024.
· On 9 August 2024, 9,589,042 shares were issued to certain professional advisors and consultants to settle their fees. Included in this amount was 5,479,452 shares issued to Tanvier Malik in relation to his role as Capital Markets Consultant for a total of £40,000. Since Mr Malik controls Sanderson Capital Partners Limited, this transaction constitutes a related party transaction.
· Loans totalling £125,000 made by Sanderson Capital Partners Limited were advanced during the year and settled by the issue of 13,888,888 shares at 0.9p a share on 14 October 2024 which constitutes a related party transaction.
· On 28 August 2024, the Company completed an all-share acquisition of Mymyne, valuing it at up to a maximum of approximately £154k based on the closing mid-market price of the Company's shares immediately prior to announcing the proposed acquisition on 9 August 2024, which was approved by shareholders in General Meeting on 27 August 2024. The Company recognised the initial consideration of £72k (settled by the issue of 9,834,521 shares in the Company - see Note 18) as the purchase price, but not the conditional deferred consideration of up to a further 11,191,665 shares (worth up to a maximum of £82k at the completion share price, and capped at a total of £268.6k at the mid-market price of the Company's shares if and when payable) as the likelihood of the conditional deferred amount being paid was uncertain. John Regan, who served as Electric Guitar's CEO, and John Hutchinson, who served as Electric Guitar's Chair, and both being directors of the Company, were 31.2% (including John Regan's associate) and 9.2% shareholders of Mymyne respectively at the time of the acquisition, receiving 3,068,140 and 908,059 respectively and valued at 0.73p per share on completion, and therefore it was a related party transaction.
The fair value of net assets acquired on Mymyne's books was £8k, including cash at bank of £18k. Goodwill arising on acquisition was £64k. This goodwill has been written off in full through the income statement.
· The Company purchased services of £275,000 (2024: £206,750) from BDB Pitmans LLP. The amount payable as at year-end is £146,875 (2024: £240,900). John Hutchinson served as chairman of the Company and is managing partner of BDB Pitmans LLP (now known as Broadfield Law UK LLP).
· The Company purchased services of £3,000 (2024: £36,000) from Belmont Partners Ltd. The amount payable as at year-end is £10,800 (2024: £7,200). Sarfraz Munshi was a director of the Company during the financial year 2025 and also director of Belmont Partners.
· The Company purchased services of £95,000 (2024: £95,000) from Mymyne Ltd prior to its acquisition. Of this amount, £40k was for the provision of commercial due diligence services in connection with the proposed acquisition of a previous target which did not proceed. The remaining £55k was for the provision of commercial due diligence services in connection with the 3radical RTO. John Regan, who served as Electric Guitar's CEO, and John Hutchinson, who served as Electric Guitar's Chair, and both being directors of the Company, were 31.2% and 9.2% shareholders of Mymyne Ltd respectively at the time the services were purchased. The amount payable as at year-end was Nil (2024: Nil). John Regan was a director of the Company and is also director of Mymyne Ltd.
· On 26 February 2025, the Company received £45,000 from Sanderson, a substantial shareholder of the Company, and £10,000 from Grahame Cook, a Non-Executive Director of the Company. These funds were applied to an unsecured, interest free, senior convertible loan note ('CLN') as part of a wider fundraising and restructuring of the Company in order to pursue a new acquisition strategy.
The CLN converted automatically into 374,813,776 New Ordinary Shares at a price of 0.01467 pence per share pursuant to the terms of the CVA, as to 68,147,959 CLN Shares on admission to trading of £300,000 (gross) fundraising shares ('Subscription Shares') on 2 April 2025 ('First Admission') pursuant to Grahame Cook's CLN; and 306,665,817 CLN Shares which converted automatically on admission to trading of the CVA Creditor Shares on 13 October 2025 ('Second Admission') pursuant to Sanderson's CLN, subject to Sanderson and connected parties holding no more than 29.99% of the Company's issued share capital, which condition was satisfied.
The CLN bore no interest and was unsecured, but prior to conversion to Ordinary Shares ranked senior to any equity or debt of the Company, and gave Sanderson and Grahame Cook first refusal if there is any equity or debt raised by the Company within 18 months from 7 February 2025.
In addition, pursuant to the terms of the CLN and subject to Admission of the Subscription Shares, Sanderson and Grahame Cook received warrants ('Fundraising Warrants') over, in aggregate, 187,406,889 New Ordinary Shares, representing one warrant for every two New Ordinary Shares received by Sanderson and Grahame Cook pursuant to the conversion of the CLN. The Fundraising Warrants will be assignable and exercisable at the CLN Conversion Price for a period of 3 years from First Admission, with the exercise of those held by Sanderson being subject to it and its concert party not holding more than 29.99% of the Company's issued share capital. In addition, Sanderson and Grahame Cook will have first refusal if there is any equity or debt raised by the Company within 18 months from 7 February 2025.
· On 11 March 2025, Sanderson and Grahame Cook conditionally subscribed for a total of 116,666,666 and 29,166,667 New Ordinary Shares respectively for a total of £40,000 and £10,000 each.
· See note 16 in relation to borrowings entered into with Sanderson Capital Partners Limited.
Non-cash transactions
The Group entered into the following material non-cash transactions during the year:
· On 3 May 2024, the Company completed its acquisition of 3radical, a software solutions business. Consideration paid for 100% of the shares in 3radical was £1,285k, which was settled in full through the issue of 61.2 million new Ordinary Shares in the Company at an issue price of 2.1p per share (see note 18).
· On 2 May 2024, the Company settled borrowings owed to Sanderson through the issue of 25.4 million Ordinary Shares in the Company at an issue price of 2.1p per share (see note 13).
· On the same date, the Company settled borrowings owed to Anglia Securities Limited amounting to £25,000 through the issue of 1,190,480 Ordinary Shares in the Company at an issue price of 2.1p per share.
· On the same date, the Company issued a total of 10,476,170 Ordinary Shares in settlement advisors' fees totalling £220,000, at 2.1p a share.
· On 2 May 2024, the Company issued a total of 4,655,420 shares in settlement of accrued salary and bonuses totalling £97,764, as described in Note 22 above.
· On 9 August 2024, 9,589,042 Ordinary Shares were issued to certain professional advisors and consultants to settle their fees. Included in this amount was 5,479,452 Ordinary Shares issued to Tanvier Malik in relation to his role as Capital Markets Consultant. Since Mr Malik controls Sanderson Capital Partners Limited, this transaction constitutes a related party transaction.
· On 28 August 2024, the Company completed the acquisition of Mymyne, a developer of data-related software solutions, and the provider of related sales & marketing services to 3radical.
The initial all-share consideration of £71,792 was settled by the issue of 9,834,521 Ordinary Shares in the Company on completion.
· Loans totalling £125,000 made by Sanderson Capital Partners Limited were advanced during the year and settled by the issue of 13,888,888 shares at 0.9p a share on 14 October 2024.
Share issues
On 2 April 2025, the Company announced the following pursuant to the CVA Proposals outlined in Note 19 above:
- Completion of a fundraise by way of Subscription for 875,000,000 New Ordinary Shares in the Company at 0.034p per Ordinary Share for a total of £300,000;
- a total of 68,147,959 shares were issued pursuant to the automatic conversion of £10,000 of CLNs in accordance with, inter alia, completion of the Subscription;
On 18 June 2025, the Company announced that it had raised £775,000 (before expenses) by way of a placing of a total of 968,750,000 new Ordinary Shares of 0.01 pence each in the Company at a price of 0.08 pence per new Ordinary Share. The estimated net proceeds of the Placing of approximately £730,000 is being used to fund the Company's anticipated costs of an acquisition and for general working capital.
On the same date, the Company announced that Novum Securities Limited (now AlbR Capital Limited) had been appointed as a Joint Broker to the Company with immediate effect. To keep the Company's running costs low, it issued 37,500,000 new Ordinary Shares (the 'Fee Shares') to Novum at the Issue Price of 0.08 pence per share in full satisfaction of its £30,000 annual broking retainer fee.
On 13 October 2025, 236,782,175 CVA Creditor Shares and 306,665,817 Sanderson CLN Shares were admitted to trading on AIM on completion of the CVA and the related share allotments.
Issue of warrants
On 6 May 2025, the Company agreed to issue, in aggregate, 100,000,000 warrants to subscribe for new Ordinary Shares to Richard Horwood and Sarfraz Munshi on the following terms, to align their interests with those of all the shareholders, and to compensate them for their unremunerated work:
|
|
Richard Horwood |
Sarfraz Munshi |
|
|
Warrant Terms |
Number |
Number |
Total |
|
Exercise price £0.001 for a term of 12 months from 13 October 2025, the date of admission of the CVA Creditor Shares |
25,000 |
25,000 |
50,000 |
|
Exercise price £0.0015 for a term of 18 months from 13 October 2025, the date of admission of the CVA Creditor Shares |
25,000 |
25,000 |
50,000 |
CVA liabilities
Current liabilities of £1.4m included in the Company's and Consolidated Statement of Financial Position at 31 March 2025 have subsequently been derecognised in April 2025 following proposals for the Company's CVA becoming unconditional. These liabilities therefore no longer existed after April 2025.
On 18 July 2025, the Company announced that it had signed non-binding heads of terms to acquire Dunbar Energy Inc. ('Dunbar'), a U.S. company incorporated under the laws of the State of Nevada, through a reverse takeover transaction ('RTO').
Dunbar has recently been established in the U.S. to power the next generation of digital infrastructure, including AI and crypto. With datacentre demand surging and supportive U.S. energy policies, Dunbar's business is the conversion of coal mine methane and stranded gas in oil and gas wells into power for modular 'compute' sites for datacentres; supporting crypto infrastructure at remote wells; and generating carbon credits; all delivering scalable, real-world solutions for energy transition partners.
To execute this strategy, Dunbar is building a strategic portfolio of energy assets across key U.S. regions, and has brought together a seasoned team with decades of experience in coal mining and oil and gas, strengthened by leading IT and datacentre professionals.
Consideration for the proposed RTO will be satisfied through the issue of new Ordinary Shares of 0.01 pence in the Company.
The proposed transaction is subject to, inter alia, the completion of satisfactory due diligence, the execution of final legally binding documents, publication of an AIM Admission Document, approval by shareholders of Electric Guitar at a general meeting of the Company of the RTO and of a waiver of the obligations that would otherwise arise under Rule 9 of the Takeover Code (also subject to approval by the Takeover Panel), and re-admission of the Company's Ordinary Shares to trading on AIM. There is no guarantee that the proposed RTO will proceed nor as to its final terms or timing.
The Company considers that there is no ultimate controlling party.