CONSOLIDATED STATEMENT OF CASHFLOWS

CONSOLIDATED ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 MAY 2024

Principal Notes to the Final Results

General information

Equipmake Holdings Plc is a public company limited by shares incorporated in England and Wales. The Company registration number is 04303233. The registered office is Unit 7, Snetterton Business Park, Snetterton, Norfolk, NR16 2JU.

The Group consists of the parent Equipmake Holdings PLC and subsidiaries Equipmake Limited and Equipmake Inc. All Group entities are included within the consolidation.

Equipmake is a UK-based market leader in engineering-driven differentiated electrification technologies, products and solutions across the automotive, truck, bus and speciality vehicle industries.

These results are presented in sterling which is the functional and presentational currency of the Group and are rounded to the nearest £1,000.

The financial information set out in this announcement does not constitute the Group's statutory accounts for the year ended 31 May 2024 or 31 May 2023. Auditors reported on the accounts for the year ended 31 May 2024 and their report drew attention to a material uncertainty relating to going concern and did not contain statements under section 498 (2) or (3) of the Companies Act 2006. Auditors reported on the accounts for the year ended 31 May 2023 and their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 May 2024 will be presented at the forthcoming AGM and delivered to the Registrar of Companies in due course.

1.     Going concern

Company law requires the Directors to consider the appropriateness of the going concern basis when preparing the financial statements. The Directors have prepared detailed cashflow forecasts for a period of twelve months and to 31 May 2029, including the new £3m of gross equity funds secured and announced in October 2024, which were received in November 2024. The forecasts anticipate progressive revenue growth over the coming years and reflect a material reduction in the Group's cost base, which is currently being implemented. Some revenue for the next twelve months is already secured or visible but, as to be expected, the financial forecast is heavily reliant on further new business being won and delivered. These forecasts confirm that the Group will require additional financing in order to meet its liabilities as they fall due for the twelve month period and indeed also to reach profitability and cash break-even.

The Group remains in advanced discussions with a global automotive supplier in relation to a potentially material licence agreement. If ultimately signed on the terms agreed to date, this agreement would bring cash receipts of $6 million (approximately £4.6 million) over the two years following signature, as well as further royalty receipts based on volumes, thereafter. If this agreement is signed in its current form over the coming weeks, and the work and the cash receipts materialise as scheduled, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from today, assuming also that other expected new business and associated cash receipts are secured as forecasted.

However, in the event that the significant licence agreement referred to above is not signed but other expected new business is secured, the cash runway extends to approximately March 2025. The cash runway could be less than this in the event that revenues and receipts around other new business generally fall short of the Directors' expectations.

In relation to the potential risk attached to the revenue line, and associated cash receipts, there are various mitigation levers, such as the further reduction or deferral of discretionary expenses spend.

The Group is actively considering potential sources of additional capital for the Group and has a positive track record of securing multiple finance rounds to date.

The Directors have determined it is appropriate to adopt the going concern basis in preparing the financial statements. However, because there is uncertainty over the Group securing the potentially significant licence agreement and in securing and delivering new business or otherwise securing additional finance in a limited timescale, there remains material uncertainty that may cast significant doubt on the Group's ability to continue to trade as a going concern. 

2.            Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated. 

Basis of preparation of financial results

These financial results have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

The following principal accounting policies have been applied:

Basis of consolidation

The Group's consolidated preliminary results include the results of the Company and all its subsidiaries ("the Group") Subsidiaries are entities over which the Group has control. The Group controls an entity where the Group 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 power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are discontinued from the date control ceases.

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries are consistent with policies adopted by the Group.   

The consolidated preliminary results incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to respectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 June 2016.

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is British Pounds.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each year end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding trade discounts, and net of VAT.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (under "ex works" incoterms, this is typically when the goods are made available for transport or collection but the transfer of rights depends on the contractual terms agreed), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Revenue from licencing agreements is recognised when it is probable that the economic benefits associated with the transaction will flow to the entity and the amount of revenue can be measured reliably. Revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement, including consideration of ongoing obligations, guaranteed minimum payments and payments contingent upon future events.

Income receivable from grants (see below) is included with revenue as this represents a core operating activity of the business. 

Leases

Operating leases: the Group as a lessee

Rentals paid under operating leases are charged to profit and loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Finance leases: The Group as a lessee

An asset and corresponding liability are recognised for leasing agreements that transfer to the Group substantially all of the risks and rewards incidental to ownership ("finance leases"). The amount capitalised is the fair value of the leased asset or, if lower, the present value of the minimum lease payments payable during the lease term, both determined at inception of the lease. Lease payments are treated as consisting of capital and interest elements. The interest is charged to statement of comprehensive income, so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are expensed as incurred.

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss as other income at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.

Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income within turnover in the same period as the related expenditure, which is recognised in cost of sales. These grants relate to the primary function of the business and facilitate the delivery of the Group's primary purpose. Other grants are shown within other operating income.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions.

These are either factors beyond the control of either party (such as a target based on an index), or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Non-recurring costs

Non-recurring costs are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold improvements                                   20% on a straight-line basis

Plant and machinery                                           20-33% on a straight-line basis

Specialist assets                                                    50% on a straight-line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Assets under development are recognised at their cost. No depreciation is charged on these assets until the assets are complete and available for use.

Intangible items

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Intangible assets are reviewed for impairment each financial year.

Research and development

Internally generated intangible assets arising from development, or the development phase of internal projects, have been recognised in the year where the following can be demonstrated:

a)     The technical feasibility of completing the intangible asset so that it will be available for use or sale;

b)    Intention to complete the intangible asset and use or sell it;

c)     Ability to use or sell the intangible asset;

d)    How the intangible asset will generate probable future economic benefits (e.g., the existence of a market);

e)    Availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

f)     Ability to measure reliably the expenditure attributable to the intangible asset during its development.

Development costs are recognised as an intangible asset if it can be demonstrated that all of the criteria for recognition have been met.

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Completed assets are being amortised for up 5 years on a straight-line basis.

Investments        

Investments in subsidiaries are initially measured at cost at acquisition and reviewed for impairment at each reporting date, with any movement in the fair value recognised in the profit and loss. Where an investment is acquired in stages, it may be more appropriate to recognise the fair value during initial recognition and then assess the deemed cost for impairment at each reporting date.

The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are required immediately in the profit and loss account.

Stocks and work-in-progress

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 

Work-in-progress ("WIP'') includes an allocation of direct labour costs and overhead appropriate to the stage of manufacture. At each balance sheet date, stocks and WIP are assessed for impairment. If impairment has occurred, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Debtors

Short-term debtors are measured at transaction price, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably 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 profit or loss 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.

Financial instruments

The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument and are offset only when the Group currently has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Financial assets

Trade, Group and other debtors (including accrued income) which are receivable within one year and which do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses.

Where the arrangement with a debtor constitutes a financing transaction, the debtor is initially measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument and subsequently measured at amortised cost.  

A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract.  Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

Financial liabilities

Financial instruments are classified as liabilities and equity instruments according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Trade, group and other creditors (including accruals) payable within one year that do not constitute a financing transaction are initially measured at the transaction price and subsequently measured at amortised cost, being the transaction price less any amounts settled.

Where the arrangement with a creditor constitutes a financing transaction, the creditor is initially measured at the present value of future payments discounted at a market rate of interest for a similar instrument and subsequently measured at amortised cost.

Equity instruments

Financial instruments classified as equity instruments are recorded at the fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by shareholders at a General Meeting.

Adjusted EBITDA (Alternative Performance Measure)

The Board and Management team primarily use a measure of adjusted earnings before interest, tax, depreciation and amortisation, share based payments and non-recurring costs (EBITDA before share based payments and non-recurring costs, or adjusted EBITDA) to assess the performance of the overall business. This is an Alternative Performance Measure. The reconciliation of adjusted EBITDA to operating profit is shown on the face of the Consolidated Profit and Loss. 

3.            Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for income and expenditure during the year. However, the nature of estimation means that actual outcomes could materially differ from those estimates. The key assumptions concerning the future and other key sources of estimating uncertainty at the reporting date include:

Revenue recognition

The Company has established a clear decision matrix for each order/contract to ensure a consistent approach for determining the basis for recognising revenue.  In some circumstances, judgements are made in respect of the amount of revenue to be recognised at each reporting date.  For example, where goods and services supplied on the same contract cannot be split for the purposes of revenue recognition and the work is performed over a period of months or years, the Company would recognise revenue based on the stage of completion.

Share based payments

Some of Equipmake Limited's employees have been granted share options by the Company. The fair value of these options on the date of grant has been determined using the Black Scholes Model. The Directors consider this the most suitable model for calculating the fair value of the options

The management believe that there will not be only one acceptable choice for estimating the fair value of share- based payment arrangements. The judgements and estimates that management apply in determination of the share- based compensation are summarised below:

·      Selection of valuation model

·      Making assumptions used in determining the variables used in a valuation model:

I.       Expected life

II.      Expected volatility

III.     Expected dividend yield

IV.     Probability of performance-based vesting conditions being met.

Options with both time-based and performance-based vesting conditions were granted in the prior year. The vesting thresholds for the performance-linked options were revised during the prior year in line but remain consistent with the revenue forecasts for the years ending 31 May 2023 and 2024. As the Directors expected that the Company would achieve its revenue targets for the year ended 31 May 2023 and 2024, a charge has been recognised for the relevant portion of the vesting period in the prior year. 

Share options were also granted to two non-employees of the Company in the prior year. A share-based payments charge has been recognised in the prior year in respect of one of these individuals, for whom it has been judged that share options were awarded as a result of past services provided to the Company.

Development costs

Management have reviewed activity relating to both customer-related and internal product development projects during the period and capitalised costs where it is considered that the FRS102 criteria have been met. The judgements and estimates that management apply when identifying costs to be capitalised are summarised below:

·      Estimated size and value of the market for the product being developed;

·      Assessment of technical, financial and other resources required and available to complete development;

·      Technical feasibility of completing the development work;

·      Completion status of the development work; and

·      Expected useful life of the asset once completed.

In the research phase of an internal project, it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Impairment of development costs

In assessing the future economic benefit that can be realised from capitalised development costs, Management will consider future expected revenues and margins that are forecast to arise from relevant projects. Such estimations, being forward looking, are inherently uncertain and may materially differ from actual outcomes. Capitalised development costs are assessed for indications of impairment (which is both a judgement and estimate applied by management). Where an impairment assessment is performed, the same estimations described above relating to future expected financial performance are applied to consider an appropriate recoverable value of the relevant intangible asset.

As a consequence of the Directors' decision post year-end to rationalise the Bus Repowering offering towards a limited number of platforms, the carrying value of certain capitalised developments were reviewed, which led to an impairment in the year which has been recorded as non-recurring cost.

Stock

The Directors have assessed whether any inventories are impaired by comparing the estimated selling price less costs to complete to the carrying amount at year end. Judgements and estimates that management apply in making this assessment include:

·      Identification of defective, slow-moving or obsolete stocks;

·      Estimates of absorption costing, although no amount has been included as it is considered immaterial;

·      Estimates of prices obtainable for the goods at the time that they will be available for sale; and

·      Projected costs of completion and sale.

Contingent liability

A contingent liability for the provision of warranties has been reviewed by management. Warranties requires management's best estimate of the expenditure that will be incurred in respect of warranty claims, which are detailed in the terms and conditions of sale. Certain contracts contain an obligation for Equipmake to provide a warranty on the products that it provides. The precise terms of the warranty vary on a contract-by-contract basis but currently range between three and eight years. Given that these products are relatively new to the market, Equipmake is unable to reference a history of warranty claims in order to provide a basis for estimating an accurate provision and is therefore unable to provide a basis for estimation of a provision that complies with the requirements of the accounting standards. Whilst no provision has been included, costs relating to service personnel, who would deal with any potential warranty issues, are recognised in the Profit and Loss.

4.    Segmental reporting and turnover

Segmental information is presented in respect of the Group's operating segments based on the format that the Group reports to its chief operating decision maker, for the purpose of allocating resources and assessing performance. The Group considers that the chief operating decision maker ("CODM") comprises the Executive Directors of the business.

Revenues and gross profits are presented for each business line but, due to the shared nature of many expenses, expenses are not separately allocated across the business lines. No account has been taken of transfers between business lines.

Due to the shared nature of many assets, assets and liabilities for both 2024 and 2023 are not able to be separately allocated across the business lines but are reported to the CODM on an aggregate basis.

For the year ended 31 May 2024:

For the year ended 31 May 2023:

The Group manages its business lines on a global basis. The operations are based primarily in the UK.

5.    Other operating income

6.    Non-recurring costs

The Company incurred the following non-recurring costs in the year, which are disclosed separately. This is an Alternative Performance Measure.

The Directors reviewed the Bus Repowering business line after the balance sheet date and made the following adjustments, all considered non-recurring:

-       The Directors have treated the impairment of certain development costs following the decision post year-end to rationalise the Bus Repowering offering towards a limited number of platforms, as a non-recurring cost as it is considered a one-off event;

-       The Directors have treated the reversal of the capitalisation of certain costs incurred during the year following the decision post year-end to rationalise the Bus Repowering offering towards a limited number of platforms, as a non-recurring cost as it is considered a one-off event; and

-       The Directors have treated the establishment of an onerous contracts provision in relation to two Bus Repowering contracts underway as the year-end date as non-recurring as, following the successful sourcing of lower cost batteries and other components after the year-end date, these costs are considered a one-off event.

7.    Taxation

8.    Stocks

9.    Debtors

10.  Creditors: Amounts falling due within one year

11.  Creditors: Amounts falling due after more than one year

12.   Provisions

The provision disclosed above comprises an onerous contract provision relating to expected future losses on two Bus Repowering contracts where the associated direct costs over the contract period are expected to be in excess if the revenue. The provision is expected to be utilised in the year ended 31 May 2025. 

13.   Hire purchase and finance leases

14.   Share capital

The movements in relation to Share Capital during the year were as follows:

-       On 15 November 2023, the Company issued 2,775,132 £0.0001 Ordinary Shares following the exercise of share options at an exercise price of par value; 

-       On 14 February 2024, the Company issued 67,233,332 £0.0001 Ordinary Shares at an issue price of £0.06, raising a gross total of £4.0 million for the Company (before related professional expenses totalling £0.1 million); and

-       On 16 February 2024, the Company issued 1,836,696 Ordinary Shares at an issue price of £0.06, raising a gross total of £0.1 million for the Company.

-       The combined expenses attached to the 14 and 16 February 2024 share issues amounted to £265,000.

The movements in relation to Share Capital during the prior year were as follows:

-       On 28 July 2022, the Company issued 88,235,294 £0.0001 Ordinary Shares at an issue price of £0.0425, following the conversion of a loan note;

-       On 28 July 2022, the Company issued 198,823,529 £0.0001 Ordinary Shares at an issue price of £0.0425, raising a total of £8.4 million for the Company (before expenses);

-       On 29 July 2022, the Company issued 36,470,586 £0.0001 Ordinary Shares at an issue price of £0.0425, raising a total of £1.6 million for the Company (before expenses);

-       On 31 January 2023, the Company issued 23,626,996 £0.0001 Ordinary Shares at an issue price of £0.05, raising a total of £1.2 million for the Company (before expenses); and

-       On 1 February 2023, the Company issued 101,073,004 Ordinary Shares at an issue price of £0.05, raising a total of £5.1 million for the Company (before expenses)

15.   Earnings per share

Basic loss per share of 0.95 pence (2023: 0.60 pence) is calculated based on the following data:

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group, being loss making in both this year and the comparative year would mean that any exercise would be anti-dilutive. The diluted earnings per share is therefore the same as the basic earnings per share.

16.   Reserves

Share premium

The share premium account represents amounts subscribed for share capital in excess of nominal value, net of directly attributable issue costs.

Other reserves

Brought forward other reserves comprise the amount attributable to the owners of the Company following the issue of shares in the subsidiary at a premium to non-controlling interests in previous financial years.

Other reserves

Brought forward other reserves derived from a reduction in capital which resulted in the cancellation of 5,000,000 £1 B ordinary shares during the year ended 31 May 2022, when £5,000,000 was credited against the proceeds of this issue.

Share-based payments reserve

Used to reflect the assessed fair value of the equity settled options issued as share-based payments.

Profit and loss account

Profit and loss account represents cumulative profits and losses net of dividends and other adjustments.