Final Year End Record Results

Tekcapital Plc

Consolidated Statement of cash flows

For the year ended 30 November 2021

 

Group			For the year ended	For the year ended
		Note	30 November 2021	30 November 2020
			US $	US $
Cash flows from operating activities
Cash outflows from operations		23	(1,812,288)	(948,166)
Tax paid			(1,813)	(2,076)
Net cash outflows from operating activities			(1,814,101)	(950,242)
Cash flows from investing activities
Additions to financial assets at fair value through profit and loss		12	(3,968,339)	(1,345,679)
Purchases of property, plant and equipment		14	(2,389)	(950)
Net cash outflows investing activities			(3,970,728)	(1,346,629)
Cash flows from financing activities
Proceeds from issuance of ordinary shares		18	9,416,593	2,628,896
Costs of raising finance		18	(562,293)	(262,252)
Net cash infllows from financing activities			8,854,300	2,366,644
Net increase in cash and cash equivalents			3,069,471	69,773
Cash and cash equivalents at beginning of year		16	538,473	472,899
Exchange (losses) on cash and cash equivalents			(64,183)	(4,199)
Cash and cash equivalents at end of year		16	3,543,762	538,473

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes

 

1.        General Information

Tekcapital PLC (Companies House registration number: 08873361) is a company incorporated in England and Wales and domiciled in the UK. The address of the registered office is detailed on page 27 of the financial statements. The Company is a public limited company limited by shares, which listed on the AIM market of the London Stock Exchange in 2014. The principal activity of the Group is to provide universities and corporate clients with valuable technology transfer services. The Group also acquires exclusive licences to university technologies that it believes can positively impact people's lives, for subsequent commercialisation.

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

Amounts presented in this report are rounded to nearest US$1.

 

 

2.        Accounting policies

2.1     Statement of compliance

The consolidated financial statements of Tekcapital PLC Group have been prepared in accordance with International Financial Reporting Standards adopted by the Companies Act 2006 ("IFRS") and those parts of the Companies Act 2006 relevant to companies which apply IFRS. The consolidated financial statements have been prepared under the historical cost convention.  The consolidated financial statements comprise the financial statements of Tekcapital plc and its subsidiaries, Tekcapital Europe Ltd and  Tekcapital LLC.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It requires  management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree  of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

 

2.1.1  Going concern

 

The Group and the Company meets its day to day working capital requirements through its service offerings and monies raised through the issues of equity. The Group's forecasts and projections indicate that the Group and the Company have sufficient cash reserves to operate within the level of its current facilities. Whilst it is the Group's and the Company's intention to rely on the available cash reserves, future income generated from its growing service offerings and reductions in its cost base, a negative variance in the forecasts and projections would make the Group's ability to continue as a going concern dependent on monetisation of quoted equity stakes or an additional fund raise. If the Group's forecasts are not achieved, the Directors would seek to raise the additional funds through monetisations of the portfolio or equity issues. Whilst the COVID-19 epidemic is contributing to uncertainty in the markets, at the time of approving the accounts after making enquiries, the Directors are satisfied that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. The Group and the Company therefore continue to adopt the going concern basis in preparing both its consolidated financial statements and for its own financial statements.

 

2.1.2  Changes in accounting policy and disclosures

 

New standards, interpretations and amendments not yet adopted

The Group adopt early the following amendments to standards which are not yet mandatory.

 

Amendments to IAS 16 Property, Plant and Equipment (issued in May 2020)

The amendments require any proceeds from selling items produced (and related production costs) in the course of bringing an item property, plant and equipment into operation to be recognised in profit or loss clarifying that such items are not reflected in the cost of the asset.

The amendment is effective for financial years beginning on or after 1 January 2022 and is not yet endorsed for use under in UK adopted IFRS under the Companies Act 2006.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (issued in May 2020)

The amendments clarify that the cost of fulfilling a contract are costs that relate directly to that contract. Such costs can be the incremental costs of fulfilling that contract or an allocation of other costs directly related to fulfilling that contract.

The amendment is effective for financial years beginning on or after 1 January 2022 and is not yet endorsed for use in UK adopted IFRS under the Companies Act 2006.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (issued January 2020)

The amendments clarify that the classification of a liability as current or non-current is based only on rights existing at the end of the reporting period and the classification is not affected by expectations about whether rights to settle or defer a liability will be exercised. Further, the amendments clarify that the settlement of a liability refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. This amendment only affects presentation.

The amendment is effective for financial years beginning on or after 1 January 2023 and is not yet endorsed for use in UK adopted IFRS under the Companies Act 2006.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies (issued in February 2021)

The amendments enhance the disclosure requirements relating to an entity's accounting policies and clarify that the notes to a complete set of financial statements are required to include material accounting policy information. Material accounting policy information, when considered with other information included in the financial statements, can reasonably be expected to influence decisions that the primary users of financial statements make on the basis of the financial statements. The amendments help preparers determine what constitutes material accounting policy information and notes that accounting policy information which focuses on how IFRS has been applied to its own circumstances is more useful for users of financial statements than standardised information or information duplicating the requirements of IFRS.

The amendment also states that immaterial accounting policy information need not be disclosed but when it is disclosed it shall not obscure material accounting policy information. Further, if accounting policy information is not deemed material this does not affect the materiality of related disclosure requirements of IFRS.

The disclosure of judgements made in applying accounting policies should reflect those that have had the most significant effect on items recognised in the financial statements.

The amendment is effective for financial years beginning on or after 1 January 2023 and is not yet endorsed for use under in UK adopted IFRS under the Companies Act 2006.

Amendments to IAS 8 Definition of Accounting Estimates (issued in February 2021)

The amendments define accounting estimates as monetary amounts in financial statements that are subject to measurement uncertainty. An accounting policy may require an item in financial statements to be measured at a monetary amount that cannot be observed directly so that in order to achieve the objective of an accounting policy, an estimation is required.

The amendments state that the development of an accounting estimate requires the use of judgement or assumptions based on the latest available reliable information and involve the use of measurement techniques and inputs. Accounting estimates might then need to change as a result of new information, new developments or more experience.

A change in input or measurement technique is a change in accounting estimate which is applied prospectively unless the change results from the correction of prior period errors.

The amendment is effective for financial years beginning on or after 1 January 2023 and is not yet endorsed for use in UK adopted IFRS under the Companies Act 2006.

Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued 7 May 2021)

The amendments specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations.

In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations-transactions for which companies recognise both an asset and a liability. 

The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

The amendments are effective for annual reporting periods beginning on or after 1 January 2023, with early application permitted and is not yet endorsed for use in UK adopted IFRS under the Companies Act 2006

 

2.2      Business combinations

 

Tekcapital PLC was incorporated on 3 February 2014 and on 18 February 2014 entered into an agreement to acquire the issued share capital of Tekcapital Europe Limited by way of share issue. On 19 February 2014 it acquired the issued share capital of Tekcapital LLC also by share issue. This has been accounted for as a common control transaction under IFRS 3 using the pooling of interest method by using the nominal value of shares exchanged in the business combination and no fair value adjustment. The consolidated financial statements comprise the financial statements of Tekcapital PLC and all subsidiaries controlled by it. Subsidiaries are entities that are controlled by the Group. Control is achieved when the Group has the power to govern the financial and operating policies of an entity so as to obtain economic benefit from its activities. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated when necessary amounts reported by subsidiaries have been adjusted to conform to the Group's accounting policies.

 

2.3       Foreign currencies                                                                                                                

 

(a) Functional and presentation currency

 

These consolidated financial statements are presented in US Dollars which is the presentation currency of the Group. The Directors consider this to be the most appropriate presentational. Each subsidiary within the Group has its own functional currency  which is dependent on the primary economic environment in which that subsidiary operates. The functional currency of Tekcapital Plc is UK sterling as this is the currency the entity undertakes its primary economic activity.

 

(b) Transactions and balances

 

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses that relate to cash and cash equivalents are presented in the income statement within 'finance  income or costs'.

 

(c) Group companies

 

The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

(i)          Monetary assets and liabilities for each balance sheet presented are translated at the closing exchange rates at the date of that balance sheet.

(ii)         Income and expense for each income statement are translated at the average rates of exchange during the period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions)

(iii)        All resulting exchange differences are recognised in other comprehensive income.

 

 

2.4   Investment in subsidiaries

Investments in subsidiaries including Tekcapital Europe Ltd and Tekcapital LLC are recognised initially at cost. The cost of the investment includes transactions costs. The carrying amounts are reviewed at each reporting date to determine whether there is any indication of impairment.

2.5   Investment in portfolio companies

Investments in portfolio companies are held at fair value through the profit and loss. Directors' judgment was exercised in determination that the Group meets the following criteria and should be recognized as an investment entity under IFRS 10 par. 27. Directors re-evaluated the below criteria and concluded they were met as at 30 November 2021:

 • Obtains funds from one or more investors for the purpose of providing clients with investment management services

• Commits to its investors that its business purpose is to invest funds solely for return from capital appreciation, investment income or both

• Measures and evaluate the performance of substantially all of its investments on a fair value basis.

Tekcapital's IP search and technology transfer investment services represent investment advisory services, and therefore Tekcapital Europe Limited and Tekcapital LLC continue to be treated as subsidiaries and are consolidated in the Group financial statements. These services may be provided to investors, clients and third parties. The Board considers that the criteria are met in the Group's current circumstances.

The Board envisages that Tekcapital's shareholder returns will derive primarily from mid to long-term capital appreciation of a portion of its intellectual property investments, as well as from providing IP investment services to clients. Consequently, the Group's portfolio companies are measured at fair value in accordance with IFRS 9 as disclosed in Note 2.9.3.

 

2.6   Property, plant and equipment

 

Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

 

Depreciation of assets are calculated to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over the estimated useful economic lives as follows:

 

Furniture                                      -         3 years

Computer equipment             -         3 years

Leasehold improvements       -        5 years

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the assets carrying value is greater than its estimated recoverable amount.

 

Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised within 'Other gains / (losses) - net' in the income statement. When re-valued assets are sold, the amounts are included in other reserves are transferred to retained earnings.

 

 

2.7   Intangible assets

 

Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is charged to the administrative expenses in the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite.

(a) Invention Evaluator

This is an intangible asset and a piece of computer software acquired for use by one of the subsidiaries of the Group.
The estimated useful life of the Invention Evaluator intangible asset is 10 years. The useful life is estimated based upon management's best estimate of the expected life of the asset. The useful life is reconsidered if circumstances relating to the asset change or if there is an indication that the initial estimate requires revision.

The directors had previously assessed that the Invention Evaluator intangible asset had an indefinite useful economic life. The directors have reconsidered this assessment during the year under audit and determined the intangible asset has a finite life of 10 years over which amortisation is to be charged on a straight line basis. The amortisation charge for the year includes accumulated amortisation charges for prior periods. The directors are satisfied the adjustment is not material.

(b) Computer software and website development

 

Costs associated with maintaining computer software programmes and the Company website are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets when the following criteria are met:

(i)                it is technically feasible to complete the software product so that it will be available for use;

(ii)               management intends to complete the software product and use or sell it;

(iii)              there is an ability to use or sell the software product;

(iv)             it can be demonstrated how the software product will generate probable future economic benefits;

(v)              adequate technical, financial and other resources to complete the development and to use or sell the

                  software product are available; and

(vi)             the expenditure attributable to the software product during its development can be reliably

                  measured.

Computer software development costs recognised as assets are amortised over their estimated useful lives, which do not exceed four years.

 

(c) Licences

Costs associated with the acquisition of Licences for technologies with the express purpose of developing them further for a commercial market are recognised as an intangible asset when they meet the criteria for capitalisation. That is, they are separately identifiable and measurable and it is probable that economic benefit will flow to the entity.

 

Further development costs attributable to the Licenced technology and recognised as an intangible asset when the following criteria are met:

 

(i)            it is technically feasible to complete the technology for commercialisation so that it will be available for use;

(ii)           management intends to complete the technology and use or sell it;

(iii)          there is an ability to use or sell the technology;

(iv)         it can be demonstrated how the technology will generate probable future economic benefits;

(v)          adequate technical, financial and other resources to complete the development and to use or sell the technology are available; and

(vi)         the expenditure attributable to the technology during its development can be reliably measured.

 

Licences and their associated development costs are amortised over the life of the licence or the underlying patents, whichever is shorter.

 

(d) Vortechs Group

This is an intangible asset acquired for use by one of the subsidiaries of the Group. The estimated useful life of the Vortechs Group intangible asset is 10 years. The useful life is estimated based upon management's best estimate of the expected life of the asset. The useful life is reconsidered if circumstances relating to the asset change or if there is an indication that the initial estimate requires revision.

The directors had previously assessed that the Vortechs Group intangible asset had an indefinite useful economic life. The directors have reconsidered this assessment during the year under audit and determined the intangible asset has a finite life of 10 years over which amortisation is to be charged on a straight line basis. The amortisation charge for the year includes accumulated amortisation charges for prior periods. The directors are satisfied the adjustment is not material.

 

2.8  Impairment of non-financial assets

 

Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying value exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows, (CGUs). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

 

 

2.9   Financial instruments

 

2.9.1  Classification

 

The Group classifies its financial assets depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

During the financial year the Group held investments in portfolio companies classified as equity investments. They are included in non-current assets and are measured at fair value through profit and loss in accordance with IFRS 9.

The Group has convertible loan note receivables. These financial assets are classified and measured at fair value through profit and loss in accordance with IFRS 9.

The directors had previously assessed the convertible loan notes as measured at amortised cost. The directors have reconsidered this assessment during the year under audit and determined that based upon the contractual terms the financial asset should be reclassified as fair value through profit and loss. The convertible loan note includes a conversion feature allowing the holder to convert the note into equity on a financing event, sale or listing at market price at the date of the event. The directors have assessed the conversion feature and are satisfied the fair value of this feature is not material. These financial assets have therefore been reclassified. The directors are satisfied that the resulting change in valuation method does not result in a material adjustment. These financial assets continue to be classified as non-current assets.

The Group also has receivables carried at amortized cost. They are included in current assets. The Group's service income receivables comprise 'trade and other receivables' in the balance sheet, also held at amortised cost. The Group also has cash and cash equivalents.

All short-term liabilities are measured at cost, the Group does not hold any long-term financial liabilities.

 

 

2.9.2  Recognition and measurement

 

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Loans and receivables are recognised and carried at amortised cost. Financial assets are derecognised when the rights to receive cash flows from the loans or receivables have been collected, expired or transferred and the Group has subsequently transferred  substantially all risks and rewards of ownership. Short term financial liabilities are initially measured at fair value and subsequently  measured at amortised cost using the effective interest rate method.

 

2.9.3  Fair value

 

Financial instruments are measured at fair value including investments in portfolio companies, cash and cash equivalents, trade and other receivables, trade and other payables, and convertible loan note receivables. This measurement policy does not apply to subsequent measurement at amortised cost of short-term financial liabilities and trade receivables.

 

The Group measures portfolio companies using valuation techniques appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Our fair value valuation policy is as follows:

 

·   The fair value of new portfolio companies is estimated at the cost of the acquired IP or equity plus associated expenses to facilitate the acquisition.

 

·   Existing portfolio companies are valued as follows:

 

Ø If a market transaction such as third-party funding has occurred during the past 12 months we will value our ownership in the portfolio company at this observed valuation, taking account of any observed material changes during the period, including quoted prices in active markets (Level 1 input).

Ø In the absence of a recent market transaction, fair value will be estimated by alternative methods and where appropriate by an external, qualified valuation expert. The valuation techniques fall under Level 2 - Observable techniques other than quoted prices and Level 3 - other techniques as defined by IFRS 13.

 

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximate their fair value.

 

2.10   Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is the intention to settle on a net basis or realise the asset and settle the liability simultaneously.

 

2.11   Impairment of financial assets

 

Impairment provisions for current and non-current trade receivables are recognized based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within cost of sales in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Financial assets held at amortised cost comprise trade and other receivables, and cash and cash equivalents in the consolidated statements of financial position.

 

2.12   Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with other banks, other short term highly liquid investments with maturities of three months or less from inception.

 

2.13   Share capital

 

Ordinary Shares

 

Ordinary shares are classified as equity.

 

Share premium

 

The share premium account has been established to represent the excess of proceeds over the nominal value for all share issues, including the excess of the exercise share price over the nominal value of the shares on the exercise of share options as and when they occur. Incremental costs directly attributable to the issue of new ordinary shares and new shares options are shown in equity as a deduction, net of tax, from the proceeds.

 

2.14   Trade payables

 

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of business if longer). If not, they are presented as non-current liabilities.

 

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

 

2.15   Share based payments

 

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

· including any market performance conditions;

· excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

· excluding the impact of any non-vesting conditions (for example the requirement of the employees to save).

 

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to the originally estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transactions costs are credited to share capital (nominal value) and share premium when the options are exercised.

 

 

2.16   Current and deferred tax

 

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is recognised on temporary timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

 

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

 

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in full in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

 

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

 

2.17   Provisions

 

Provisions and any other anticipated foreseen liabilities are recognised: when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring provisions comprise lease termination penalties, and employee termination payments. Provisions are not recognised for future operating losses.

 

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering a class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as an interest expense.

 

2.18   Leases

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

 

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

2.19   Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for the services supplied, stated net of discounts, and value added taxes. The Group recognises revenue when the contract is identified, performance obligation is determined, transaction price is determined and allocated to performance obligation in accordance with IFRS 15.

 

Provision of services

The Group provides following lines of services:

•     Invention Evaluator services: provision of reports assessing potential of any new technology. Revenue is recognised upon delivery of a complete report, when the report is made available to each customer. Upon access to the report delivered via online portal, customers consume the benefits of the contractual obligation, and the performance obligation is met. Directors consider transaction price to be clearly determined upon payment of fixed fee for each report prior to report's delivery. Directors considered uncertainty of cash flows from sales to be limited, considering prepayment is made for each report prior to report's delivery.

•     Tech transfer recruitment services (Vortechs Group): recruitment services specialising in technology transfer executives. Revenue is recognised upon placement of an executive, when hire is made by Tekcapital's customer and the performance obligation is met. Directors consider transaction price to be clearly determined when both parties agree to placement fee for each successful hire. Directors considered uncertainty of cash flows from sales to be limited, considering payments are made by universities with excellent track record of payments and clear definition of performance obligation upon which such payment is made.

•     Management services: accounting, tax, legal and other services provided to portfolio companies. Revenue is recognized upon delivery of services to each portfolio company and performance obligation is met as defined in the management service contract. Directors considering transaction price to be clearly determined by amounts specified in the management service agreements. Directors considered uncertainty of cash flows from sales to be limited, considering payments are made by companies with excellent track record of payments and clear definition of performance obligation upon which such payment is made.

For breakdown of revenue from services recognised over time and at point of time, please refer to Note 6 to Financial Statements.

2.20   Other income           

Tekcapital LLC was granted a loan from TD Bank, in the aggregate amount of US$70,166 pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Group currently believes that its use of the loan proceeds will meet the conditions for forgiveness of the loan, given similar loan was forgiven in 2020. In accordance with IAS 20, considering the forgiveness criteria being met, the company recognised the grant in the income statement as revenue.

The Group also recognized US$90,928 from R&D relief under other income.

2.21  Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable (10%).

 

3.        Financial Risk Management

3.1      Financial risk factors

 

(a)  Portfolio Risk/Investments Risk Management

 

Investment into portfolio companies held by the Group requires long-term commitment with no certainty of return.

 

The fair value of each portfolio company represents the best estimate at a point in time and may be impaired if the business does not perform as well as expected, directly impacting the Group's value and profitability. This risk is mitigated as the size of the portfolio increases. The Group performed sensitivity analysis with regards to assumptions used in determination of fair value of the portfolio in Note 12.

 

The Group also regularly monitors portfolio companies' liquidity required for returns to occur.

 

(b)  Credit Risk Management

 

Credit risk is managed on a Group basis. In order to minimise this risk, the Group endeavours to only deal with companies that are demonstrable creditworthy, and the Directors continuously monitor the exposure. The Group's maximum exposure to credit risk for the components of financial position at 30 November 2021 and 2020 is the carrying amount of its current trade and other receivables as illustrated in Note 15.

 

The Group monitors credit risk related to performance of portfolio companies, including considerations related to recoverability of convertible loan notes issued. Progress is monitored and regular discussions are held with management of portfolio companies to assess commercial progress and financial information provided. The Group also monitors credit risk related to creditor amounts due from portfolio companies.

 

(c)   Liquidity Risk Management

 

    Cash flow forecasting is performed on a Group basis. The Directors monitor rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs. At the reporting date the Group held bank balances of US $3,550,917. All amounts shown in the consolidated statement of financial position under current assets and current liabilities mature for payment within one year, with Trade and Other Receivables exceeding Trade and Other Payables by US $28,620.  

 

(d)  Financial Risk Management

 

   The Company's Directors review the financial risk of the Group. Due to the early stage of its operations the Group has not entered into any form of financial instruments to assist in the management of risk during the period under review.

 

(e)              Market Risk Management

 

    Due to low value and number of financial transactions that involve foreign currency and the fact that the Group has no borrowings to manage, the Directors have not entered into any arrangements, adopted or approved the use of derivative financial instruments to assist in the management of the exposure of these risks. It is their view that any exchange risks on such transactions are negligible.

 

   The Group also regularly monitors risk related to fair value of financial instruments held such as convertible loan notes held.

 

(f)   Foreign exchange risk

 

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

 

    A sensitivity analysis has been performed to assess the exposure of the Group to foreign exchange movements. If the exchange rate weakened by 10 percent then the effect on the gain before tax decrease by US$2,523,579 and equity would decrease by US$6,477,104.

 

(g)  Impact of the COVID-19 pandemic

 

Recent Coronavirus epidemic may produce negative economic activities which could reduce the Group's economic performance and the performance of its portfolio companies in ways that are difficult to quantify at this juncture. It may cause a recession in the markets in which the Group operates, reduce the Group's net asset values, revenue, cash flow, access to investment capital and other factors which could negatively impact the Group.

 

 

 

 

3.2     Capital management

  

   The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

    In order to adjust or maintain the capital structure, the Group may adjust the level of dividends paid to its shareholders, return capital to shareholders, issue new shares or sell assets to reduce borrowings. The Group has no external borrowings. This policy is periodically reviewed by the Directors, and the Group's strategy remains unchanged for the foreseeable future.

 

   The capital structure of the Group consists of cash and bank balances and equity consisting of issued share capital, reserves and retained losses of the Group. The Directors regularly review the capital structure of the Company and consider the cost of capital and the associated risks with each class of capital. The Company has no external borrowings.

 

   The Company's historic cost of capital has been the cost of securing equity financings, which have averaged around 10%. The company's long-term financial goal is to optimise its returns on invested capital (ROIC) in excess of our weighted average cost of capital (WACC) and as such create value for our shareholders. The method the Company seeks to employ for achieving this is to utilise its structural intellectual capital developed through its Discovery Search Network, its Invention Evaluator service and its Vortechs Group Service to mitigate selection bias and improve returns on invested capital. Ultimately, management will seek to monetize these returns with exits from its investments in portfolio companies.

  

 

4.    Critical accounting estimates and judgements

 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Directors made the following judgements:

 - determination as to the classification of the Group as an investment entity as discussed in Note 2.4

 - determination of operating segments as disclosed in Note 5

 - determination of reliance of the Group's portfolio companies on funding to achieve their fair values discussed in Note 12.

The Directors also make estimates and assumptions concerning the future. The resulting accounting estimates will by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the assets and liabilities within the next financial year are detailed below.

 

 

Key estimate/judgment area	Key assumption	Potential impact within the next financial year	Potential impact in the longer term	Note reference for sensitivity analysis
Valuation of unquoted equity investments	This input was corroborated by Guident's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are projected profits including eyewear unit sales for company's e-commerce channels as well as number of retail stores to determine projected sales, and a discount factor applied for the net present value of future cashflows from the platform. The fair value of Salarius Limited reflects input in the form of value of Salarius Ltd's shares in its US subsidiary (Microsalt Inc) as determined by recent market transactions of these shares. This input was corroborated by Microsalt's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are projected profits including eyewear unit sales for company's e-commerce channels as well as number of retail stores to determine projected sales, and a discount factor applied for the net present value of future cashflows from the platform. The fair value of Lucyd Limited reflects input in the form of value of Lucyd Ltd's shares in its US subsidiary (Innovative Eyewear Inc) as determined by recent market transactions of these shares. This input was corroborated by Innovative Eyewear's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are projected profits including eyewear unit sales for company's e-commerce channels as well as number of retail stores to determine projected sales, and a discount factor applied for the net present value of future cashflows from the platform. In applying valuation techniques to determine the fair value of unquoted equity investments the Group and the Company make estimates and assumptions regarding the future potential of the investments. The policy of the Group and the Company is to value new portfolio companies at cost of the acquired IP or equity plus associated expenses to facilitate the acquisition. Existing portfolio companies are valued using either a market transaction such as third-party funding or, in the absence of a recent market transaction, by alternative methods and where appropriate by an external, qualified valuation expert. The fair value of Guident Limited reflects input in the form of value of Guident Ltd's shares in its US subsidiary (Guident CORP ) as determined by recent market transactions of these shares.	ü	ü	Note 12
Deferred Taxes	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 balance sheet liability method. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. The Group did not recognize deferred tax liability on fair value gains associated with the revaluation of shares in its portfolio companies due to availability of the substantial shareholdings exemption. This is considered a permanent difference and not a temporary difference.	ü	ü	Note 22
Share based payment	The estimate of share based payment requires the Director to select an appropriate valuation model and make decisions about various inputs into the model including the volatility of its own share price, the probable life of options and the risk free interest rate.	ü	ü	Note 25

 

 

5.    Segmental reporting

The Directors consider the business to have two segments for reporting purposes under IFRS 8 which are:

 

· professional services, including the provision of recruitment services via Vortechs Group, provision of invention evaluator services, as well as R&D tax relief credits and provision of management services to its portfolio companies. The activities grouped under this segment share similar economic characteristics of provision of intellectual property services to third party services;

· licensing and investment activities, including acquiring licences for technologies, portfolio company investment, development and commercialisation. The activities share the goal of increasing the fair value of investments made into portfolio companies by the Group.

 

 

             Segmental revenues and results

 

               

2021	Professional	Licensing and	TOTAL
Consolidated income statement	Services	Investment
	US $	US $	US $
Net Revenue	815,989	28,096,230	28,912,329
Cost of Sales	(263,923)		(263,923)
Interest Income		142,399	142,399
Administrative Expenses	(1,069,355)	(1,503,217)	(2,572,572)
Depreciation and Amortization	(2,211)	(6,633)	(8,844)
Other Income	161,094		161,094
Group operating profit	(358,406)	26,728,889	26,370,483
Profit on ordinary activities before income tax	(358,406)	26,728,889	26,370,483
Income tax expense	(453)	(1,360)	(1,813)
Profit after tax	(358,859)	26,727,529	26,368,670

 

  

 

 

 

2020	Professional	Licensing and	TOTAL
Consolidated income statement	Services	Investment
	US $	US $	US $
Net Revenue	942,566	8,688,111	9,630,677
Cost of Sales	(458,728)		(458,728)
Interest Income		95,946	95,946
Administrative Expenses	(528,722)	(1,204,482)	(1,733,204)
Depreciation and Amortization	(2,359)	(7,078)	(9,437)
Other Income	156,740		156,740
Group operating profit/(loss)	109,497	7,572,497	7,681,994
Profit on ordinary activities before income tax	109,497	7,572,497	7,681,994
Income tax expense	(519)	(1,557)	(2,076)
Profit/(Loss) after tax	108,978	7,570,940	7,679,918

              

 

Segment assets and liabilities

 

2021	Professional	Licensing and	TOTAL
Consolidated statement of	Services	Investment
financial position	US $	US $	US $
Assets	4,603,769	63,865,432	68,469,201
Liabilities	(406,934)		(406,934)
Net Assets	4,196,835	63,865,432	68,062,267
2020	Professional	Licensing and	TOTAL
Consolidated statement of	Services	Investment
financial position	US $	US $	US $
Assets	2,034,302	31,079,825	33,114,127
Liabilities	(402,663)		(402,663)
Net Assets	1,631,639	31,079,825	32,711,464

 

Geographical information

 

	2021	2020
	US $	US $
United Kingdom	28,329,667	8,873,107
United States	815,989	942,566
Total revenue	29,215,822	9,883,363
	2021	2020
	US $	US $
United Kingdom
Assets	63,865,432	31,079,825
Liabilities	-	-
United States
Assets	4,603,769	2,034,302
Liabilities	(406,934)	(402,663)
Total Net Assets	68,062,267	32,711,464

    

  

 

 

 

6.    Revenue from Services

 

       The below table discloses disaggregated Revenue from Services by their nature/categories as well as timing of the revenue. Please refer to Note 12 for disaggregation of Group's Unrealized profit on the revaluation of investments.

 

Group	Transferred at a point in time	Transferred over time	Total 2021	Transferred at a point in time	Transferred over time	Total 2020
			US $			US $
Major service lines:
- Sales of Invention Evaluator Reports	(78,196)		(78,196)	(174,904)		(174,904)
- Tech transfer recruitment services	(365,114)		(365,114)	(261,311)		(261,311)
- Management services		(372,679)	(372,679)		(506,351)	(506,351)
Total Revenue from Services	(457,872)	(372,679)	(815,989)	(436,215)	(506,351)	(942,566)

 

 

All of the Group's major service lines are sold directly to consumers and not through intermediaries. All revenue recognised in the reporting period represent performance obligations satisfied in the current period.

 

  6.1    Other Income

 

	Total 2021	Total 2020
R&D relief	90,928	89,050
Government grants	70,166	67,690
	161,094	156,740

                             

7.    Operating expenses

7.1  Expenses by nature

 

Group								2021		2020
								US $		US $
Cost of goods related to services								263,923		458,728
Depreciation of property plant and equipment								8,843		9,437
Research and development expenses								388,691		417,569
Amortisation of intangible assets								437,140		-
Other administration expenses								1,283,733		1,319,202
Foreign exchange movements								463,009		(3,567)
Total expenses								2,845,339		2,201,369

 

 

7.2   Auditor remuneration

 

Group								2021		2020
								US $		US $
Fees payable to the group's auditor and its associates for the audit of the Group and Company financial statements								97,212		90,919
Fees payable to the Company's auditor and its associates for other services
- The audit of company's subsidiaries								13,082		10,247
								110,294		101,166

 

 

 

 

8.         Employees

 8.1       Directors' emoluments

 

Group				2021	2020
				US $	US $
Directors emoluments				519,660	469,998
Directors portion of Share Based Payments				31,493	10,465
Total				551,153	480,463

 

The highest paid Director received a salary of US$191,825 (2020: $191,865) and benefits of US$24,098 (2020: US$22,745). The highest paid Director received a bonus of US$191,825 (2020: US$154,375). The highest paid Director did not exercise any share options. The share-based payments associated with the highest paid Director amounted to US$28,117. No termination benefits, post-employment benefits were provided to Directors. Total of short-term benefits in kind of US$22,745 were provided during the year. The amounts in the table above do not include Employers NI in the amount of US$22,500.

 

Key management personnel (including Directors and Group Financial Controller) received salary of US$669,660, excluding Stock Base Compensation disclosed in Directors Remuneration Report. Please also refer to Director's Report.

 

 

8.2    Employee benefit expense

 

Group				2021	2020
				US $	US $
Wages and salaries including restructuring costs and other termination benefits				440,694	281,248
Social security costs				62,907	48,032
Share options granted to directors and employees				111,145	44,273
				614,746	373,553

 

 

 

8.3   Average number of people employed

 

Group		2021	2020
Average number of people (including executive directors) employed
Operations		4	4
Management		2	2
Total average headcount		6	6

 

Average number of employees with the Group in 2021 and 2020 was six, of which two were Management.

 

To enhance flexibility and improve cost control, the Group utilises consultants for scientific review, administrative and operations support, software development and other knowledge-intensive services.

 

 

 

9.         Income tax expense

 

Group					2021		2020
					US $		US $
Current tax
Current tax on profits for the year					1,813		2,076
Total current tax					1,813		2,076
Income tax expense					1,813		2,076
Group					2021		2020
					US $		US $
Profit before tax					26,370,483		7,681,994
Tax calculated at domestic tax rates applicable to profits					5,010,392		1,459,579
Tax effects of:
- Expenses not deductible for tax purposes					32,864		22,712
- Income not taxable					(5,338,305)		(1,650,744)
- capital allowances in excess of depreciation					1,680		1,793
- Unrelieved tax losses and other deductions					295,192		168,736
Total income tax expense					1,813		2,076

 

The weighted average applicable tax rate was 19% (2020: 19%). 

Unused tax losses for which no deferred tax assets have been recognised is attributable to the uncertainty over the recoverability of those losses through future profits.

Future UK corporate income tax rate of 25% will be applicable for the financial year beginning 1 December 2023.

 

10.     Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period.

 

Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the sum of weighted average number of (1) Ordinary Shares outstanding during the period and (2) any dilutive potential Ordinary Shares outstanding at 30 November 2021.

 

 

					2021		2020
					US $		US $
Earnings attributable to equity holders of the Group (US$)					26,368,670		7,679,918
Weighted average number of ordinary shares in issue:
Basic					120,128,629		80,713,247
Diluted					127,169,725		81,335,979
Basic earning per share					0.220		0.095
Diluted earning per share					0.207		0.094

 

The Group completed placements of total of 48,714,286 new ordinary shares during the financial year.

 

 

 

11.       Investments in subsidiaries

 

Company	Share capital	Loans to Subsidiaries			Total
					US $
Cost and net book value
As at 1 December 2020	79,426		1,875,789		1,955,215
Additions during the period	-		-		-
Impairments during the period	-		(1,103,550)		(1,103,550)
Foreign currency translation differences	-		-		-
Balance at 30 November 2021	79,426		772,239		851,665

 

During the year the directors determined a provision for impairment was required for Company's investments  in Tekcapital LLC.

 

 

 

Subsidiaries name (consolidated)		Proportion of ordinary shares directly held			Nature of business	Capital and reserves $	Net Profit/(Loss) $
Direct
Tekcapital Europe Limited	England and Wales		100%		Provision of Intellectual property research services	345,066,544	8,899,574
Tekcapital LLC	USA		100%		Provision of Intellectual property research services	(3,326,707)	(883,775)

 

 

 

 

 

 

 

 

 

 

 

 

 

           Indirect (not consolidated)

Indirect (not consolidated)			Proportion of ordinary shares directly held		Nature of business			Capital and reserves $	Net Profit/(Loss) $
The following are under ownership of Tekcapital Europe Limited
Lucyd Limited	England and Wales		100%		Provider of high-tech eyewear			17,342,195	12,643,625
Innovative Eyewear Inc1	United States of America		81%		Provider of high-tech eyewear			207,516	(3,244,506)
Salarius Limited	England and Wales		98%		Developer of low sodium salt and snack foods			5,074,703	718,217
Microsalt Inc2	United States of America		80%		Developer of low sodium salt and snack foods			(369,561)	(971,576)
Guident Limited	England and Wales		100%		Developer of autonomous vehicle software safety solutions			17,387,274	(3,913,892)
Guident CORP3	United States of America		91%		Developer of autonomous vehicle software safety solutions			(721,168)	(285,832)
Smart Food Tek Limited	England and Wales		100%		Developer for baked food coating to reduce fat			(116,114)	0

 

(1)  owned by Lucyd Ltd

(2)  owned by Salarius Ltd

(3)  owned by Guident Ltd

 

As at the year end, the Group has no interest in the ownership of any other entities or exerts any significant influence over or provides funding which constitutes an "unconsolidated structured entity".

All UK subsidiaries are exempt from the requirement to file audited accounts by virtue of section 479A of the Companies Act 2006.

Tekcapital Europe Ltd (registered address 12 New Fetter Lane, London, United Kingdom, EC4A 1JP) and Tekcapital LLC (registered address 11900 Biscayne Blvd, Suite 630, Miami, Florida, 33181, United States) are consolidated by Tekcapital plc because they continue to provide advisory services in IP search and technology transfer.

All other entities are measured at fair value through profit and loss based in IFRS 10 as referenced in Note 2.4. The Group provides management service support to Lucyd Limited, Salarius Limited and Guident Limited, as well as has provided working capital assistance to Salarius Limited and Guident Limited through convertible loan note financing (see also Note 15). The Group also assists the entities with their fundraising activities.

Registered office of all four subsidiaries owned by Tekcapital Europe Limited: Acre House, 11-15 William Road, London, England, NW1 3ER.

 

 

 

 

 

 

12.      Financial Assets at Fair Value through Profit and Loss

 

The Group's financial assets at fair value through profit and loss consist of equity investments (2021:US $62,523,638, 2020:US $ 30,491,657) and convertible loan notes (2021:US$1,341,774, 2020:US $588,169) totalling US $63,865,432 (2020:US $31,079,826).

 

12.1    Equity Investments

 

Group's investments in portfolio companies in the years ended 30 November 2021 and 30 November 2020 are listed below. The principal place of business for portfolio companies listed below is the UK and in the U.S..

 

 

Group	Proportion of ordinary shares	1 Dec 2020	Additions	Disposal	FX reval	Fair Value change	30 Nov 2021
		US $	US $	US $	US $	US $	US $
Guident Limited	100.00%	22,029,834	-	-	(32,678)	(3,913,892)	18,083,264
Lucyd Limited	100.00%	2,699,331	2,179,773	-	-	12,466,091	17,345,195
Salarius Limited	97.50%	3,638,303	-	-	-	718,217	4,356,520
Belluscura Limited	15.13%	2,081,028	1,788,566	-	-	18,825,924	22,695,518
Smart Food Tek Limited	100.00%	43,161	-	-	-	-	43,161
Total Balance		30,491,657	3,968,339	-	(32,678)	28,096,340	62,523,658

 

      

Group	Proportion of ordinary shares held	1 Dec 2019	Additions	Disposal	FX reval	Fair Value change	30 Nov 2020
		US $	US $	US $	US $	US $	US $
Guident Limited	100.00%	15,526,195			46,294	6,457,345	22,029,834
Lucyd Limited	100.00%	1,129,022				1,570,309	2,699,331
Salarius Limited	97.15%	1,833,426	1,121,516		22,905	660,457	3,638,304
Belluscura Limited	17.82%	1,804,121	224,163		52,743		2,081,027
Smart Food Tek Limited	100.00%	43,161			-		43,161
Total Balance		20,335,925	1,345,679	-	121,942	8,688,111	30,491,657

 

Total fair value gain of US$28.1m for the year reflects uplift in value of shares of Belluscura, Lucyd and Salarius, offset partially by reduction in fair value of Guident. Considering early stage of commercialisation, fair value of Smart Food Tek was recorded based on the cost of acquired IP, as their carrying amounts represent a reasonable approximation of fair value.

The valuation techniques used fall under, Level 2 - Observable inputs, such as quoted prices, and Level 3- Other techniques as defined by IFRS 13. These techniques were deemed to be the best evidence of fair values considering early stage of portfolio companies.

Fair value measurement hierarchy for financial assets as at 30 November 2021 with comparative amounts as of 30 November 2020:

 

 

 

 

 

	Total	Level 1	Level 2	Level 3
30 November 2021	US$	US$	US$	US$
Belluscura	22,695,518	22,695,518	-	-
Lucyd Limited	17,345,195	-	-	17,345,195
Guident Limited	18,083,264	-	-	18,083,264
Salarius Limited	4,356,520	-	-	4,356,520
Smart Food Tek Limited	43,161	-	-	43,161
Total Balance	62,523,658	22,695,518	-	39,828,140
30 November 2020
Belluscura	2,081,028	-	2,081,028	-
Lucyd Limited	2,699,331	-	-	2,699,331
Guident Limited	22,029,834	-	-	22,029,834
Salarius Limited	3,638,303	-	-	3,638,303
Smart Food Tek Limited	43,161	-	-	43,161
Total Balance	30,491,657	-	2,081,028	28,410,629

 

Transfer of investment in Belluscura from Level 2 to Level 1 occurred during the period as the company's shares commenced trading on AIM market of London Stock Exchange, providing  quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date

Belluscura (US $18.8m gain)

The fair value of the holding increased by US$18.8m during the year due to Company's listing at AIM market of London Stock Exchange, and closing price of 94p as of 30 November 2021. With 17,138,767 shares held by Tekcapital plc, a fair value of US$22,695,518 was arrived at as of 30 November 2021.

Lucyd (US $12.5m gain)

The fair value of the holding increased by US$12.5m during the year as a result of:

•         Valuation of 4,922,115 shares held in Innovative Eyewear, as determined by the price paid by investors in the most recent Regulation Crowdfund offering ($3.56 per share, or $20m pre money valuation), at US$17,522,729

•         Net book value of other assets and liabilities of (US$177,534).

In July 2021, the Company launched its second Crowdfunded offering of common stock in which it raised US$149,480, amounting to 45,355 shares. Innovative Eyewear received funding using REG CF crowdfunding that allows the companies to sell stock to third-party, arms-length, independent investors. As such, valuing Lucyd Ltd's ownership in Innovative Eyewear based on the share price paid by REG CF investors appears to fall within company's policy of valuing its investments based on recent third-party funding.

This input was corroborated by Innovative Eyewear's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are:

-  projected profits of US$46.7m through 2026 including eyewear unit sales for company's e-commerce channels

-  Corporate income tax rate of 21% applied to net profit of US$46.7m

-  13% discount rate used to discount proceeds as determined by opportunity cost (6%), inflation rate (5%) and technology risk (2%).

 

The management believes the valuation using discounted cash flow method as of 30 November 2021 of US$23.1m approximates the REG CF observed valuation of US$20m, therefore $3.56 per shares is reasonable fair value estimate of its shares in Innovative Eyewear Inc.

Adjusted for Net Book Value of ($177,534) of other assets and liabilities held by Lucyd Ltd as of 30 November 2021, the fair value of Lucyd Ltd shares held by Tekcapital Europe was estimated at US$17,345,195, compared to US$2,699,331 as of 30 November 2020.

Salarius (US $0.7m gain)

The fair value of the holding increased by US$0.7m during the year as a result of:

•  Valuation of 4,356,521 shares held in Microsalt Inc, as determined by the price paid by investors in the most recent Regulation Crowdfund offering ($1 per share, or $5m pre money valuation), at US$4,356,521.

In December 2020, the Company launched its second Crowdfunded offering of common stock in which it raised US$749,978, amounting to 749,978 shares. Microsalt Inc received funding using REG CF crowdfunding that allows the companies to sell stock to third-party, arms-length, independent investors. As such, valuing Salarius Ltd's ownership in Innovative Eyewear based on the share price paid by REG CF investors appears to fall within company's policy of valuing its investments based on recent third-party funding.

This input was corroborated by Microsalt's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are:

-  projected profits of US$12.9m through 2026 including sales of Microsalt® and SaltMe® crisps.

-  Corporate income tax rate of 21% applied to net profit of $12.9m

-  13% discount rate used to discount proceeds as determined by opportunity cost (6%), inflation rate (5%) and technology risk (2%) .

The management of Salarius Ltd believes the valuation using discounted cash flow method as of 30 November 2021 of US$6.1m approximates the REG CF observed valuation of US$5m, therefore $1 per shares is reasonable fair value estimate of its shares in Microsalt Inc.

Adjusted for Net Book Value of ($0) of other assets and liabilities held by Salarius Ltd as of 30 November 2021, the fair value of Salarius Ltd shares held by Tekcapital Europe was estimated at US$4,356,521, compared to US$3,638,304 as of 30 November 2020.

Guident Ltd (US $3.9m loss)

The fair value of the holding decreased by US$3.9m during the year as a result of:

•  Net Book Value of Guident Ltd of US$18,083,264 as of 30 November 2021 consists of Valuation of 18,115,942 shares held in Guident CORP, as determined by the price agreed between Guident CORP and by investors in the most recent Private Placement Memorandum offering at $1 per share.

In August 2021, Guident CORP entered into Private Placement Memorandum outlining offering of securities at $1 per unit, with each unit consisting of one share of Class A Convertible Preferred Stock and a Warrant to acquire a share of common stock (also at $1 per unit). While Guident has not received funding from the offering until after the reporting date, the management considers the exit price (of securities offered in the private placement) negotiated with the investment bank as "privately negotiated acquisition of the equity instruments" as defined under IFRS 13. The Offering has facilitated by Dawson James Securities Inc. Dawson James is a broker-dealer registered with the SEC as a broker dealer and is a member of FINRA. FINRA is currently the only such registered national securities association in the U.S.

This input was corroborated by Guident CORP's enterprise valuation by estimating the net present value of future cashflows associated with its business. Key assumptions used in estimating future cash flows are:

-  projected profits of US$41m through 2026 including teleoperation software sales across ground delivery devices, transportation services and commercial fleets

-  Corporate income tax rate of 21% applied to net profit of US$41m

-  13% discount rate used to discount proceeds as determined by opportunity cost (5%), inflation rate (5%) and technology risk (3%).

 

The enterprise valuation calculated using Discounted Cash Flow method as of 30 November 2021 was $20m.

The management believes the valuation using discounted cash flow method as of 30 November 2021 of US$20m approximates the negotiated valuation of US$24m, therefore $1 per shares is reasonable fair value estimate of its shares in Guident CORP.

Smart Food Tek (Nil Gain / Nil loss)

Considering early commercialisation stage, the Group records its investment in Smart Food Tek at cost. The directors do not consider that any other available information would materially change or give a more reliable representation of the value.

The Group exercised judgment in determination of sufficiency of portfolio companies' cash reserves, forecasts and ability to raise money to achieve their fair values. Directors reviewed and questioned the forecasts used, standing liquidity and working capital balances, as well as discussed capability and plans to raise money in the future with directors or management of portfolio companies. Based on the review, the Group made a positive determination as to portfolio companies' likely ability to achieve fair values considering liquidity factors.

Description of significant unobservable inputs to valuation:

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as at 30 November 2020 are shown as below. No sensitivities have been included on the other investments not listed in the table below as their fair value equates to cost.

Investment	Valuation	Significant	Estimate	Sensitivity of the input
	Technique	unobservable	applied	to fair value
		input
Lucyd	Income Approach	Discount to Future Cash Flows	13%	2% increase in the discount factor would decrease the Lucyd valuation by $1.5m, a 2% decrease in the discount factor would increase the value by $1.6m
		Net profit	US$26.9m	A 20% increase in net profit would increase the Lucyd valuation by $4.6m. A 20% decrease in net profit would decrease the Lucyd valuation by $4.6m.
Guident	Income Approach Royalty Relief Method	Discount to Future Cash Flows	13%	2% increase in the discount factor would decrease the Guident valuation by $1.3m, a 2% decrease in the discount factor would increase the value by $1.4m
		Net profit	US$32.3m	A 20% increase in net profit would increase the Guident valuation by $3m. A 20% decrease would decrease the Guident valuation by $3m
Salarius	Income Approach Royalty Relief Method	Discount to Future Cash Flows	13%	2% increase in the discount factor would decrease the Salarius valuation by $0.6m, a 2% decrease in the discount factor would increase the value by $0.6m
		Net profit	US$12.9m	A 20% increase in the net profit would increase the Salarius valuation by $1.6m. A 20% decrease in the net profit would decrease the Salarius valuation by $1.6m

 

 

12.2      Convertible loan notes

 

The Group also held multiple convertible loans issued by its portfolio companies, including:

Convertible note issued by Innovative Eyewear Inc, for the total of US$2,000,000 that bears interest at 10% per annum, which includes the option to convert the debt into the Company's common stock at market price. The note can be converted into shares of common stock of the Company upon occurrence of certain conversion events, as defined.

·        On June 1, 2021, Innovative Eyewear converted related party borrowings totaling US$778,500 into 778,500   shares of common stock at $1 each.

·        On September 5, 2021, Innovative Eyewear converted related party borrowings totaling US$500,002 into 140,449 shares of common stock at $3.56 each. 

·        On November 1, 2021, Innovative Eyewear executed an addendum for its December 1, 2020, convertible   note      agreement with Parent and Affiliates, increasing the amount of available financing from $2,000,000 to $3,000,000.

·        On November 16, 2021, Innovative Eyewear converted related party borrowings totaling US$901,271 into 253,166 shares of common stock at $3.56 per share.

Consequently, the Company presented the amount of US$2,179,773 under additions to "Financial Assets Held at Fair Value" as at 30 November 2021 (see Note 12). As of 30 November 2021, US$3,643 was outstanding as the convertible note receivable.

Convertible note issued by Guident Ltd for the total of US$1,000,000, issued at 10% coupon rate including option to convert the debt into shares at market price (no discount against future equity placements offered). The note can be converted into Guident's equity upon occurrence of certain conversion events. The US$1,000,000 note originated in March 2020 or can be converted into Guident's equity upon occurrence of certain conversion events. US$1,088,131 was drawn as at 30 November 2021. No conversions occurred during the period. As of 30 November 2021, US$660,413  was outstanding as the convertible note receivable.

Convertible note issued by its portfolio company, Microsalt Inc, for the total of US$250,000, issued at 10% coupon rate including option to convert the debt into shares at market price (no discount against future equity placements offered). The note can be converted into Microsalt's equity upon occurrence of certain conversion events. The US$ 250,000 note originated in September 2020 is payable in September 2023 or can be converted into Microsalt's equity upon occurrence of certain conversion events. US$677,718 was drawn and outstanding as of 30 November 2021. No conversions occurred during the period.

The Group has previously recognised convertible note loan balances at cost under non-current assets. The accounting policy has been updated from the prior year to measure the balances at fair value. The resulting adjustment was not material to Group's financial statements.

 

 

 

 

 

 

 

 

 

13.          Intangible assets

 

Group			Vortechs	Website development		Invention Evaluator		Total
			US $	US $		US $		US $
As at 30 November 2020 and 30 November 2021			500,000	28,121		338,770		866,891
Accumulated amortisation and impairment
As at 30 November 2020			-	(28,121)		-		(28,121)
Amortisation			(200,000)	-		(237,140)		(437,140)
Impairment loss			(37,229)	-		-		(37,229)
As at 30 November 2021			(237,229)	(28,121)		(237,140)		(502,490)
Net Book Value
As at 30 November 2020			500,000	-		338,770		838,770
As at 30 November 2021			262,771	-		101,630		364,401

 

The Directors have undertaken an impairment review based on the future cash flow projections of the Vortechs Group intangible asset and consider the recoverable amount to be US$37,229 lower than the carrying value and have therefore recorded an impairment.

 

 

14.          Property, plan and equipment

 

GROUP				Leasehold Improvements	Office equipment	Computer Equipment	Total
				US $	US $	US $	US $
Closing cost 30 November 2019				13,775	24,286	27,732	65,793
Exchange differences							-
Additions						950	950
Closing cost 30 November 2020				13,775	24,286	28,682	66,743
Exchange differences							-
Additions					1,694	695	2,389
Closing cost 30 November 2021				13,775	25,980	29,377	69,132
Accumulated depreciation and impairment
Accumulated depreciation at 30 November 2019				(13,775)	(10,981)	(23,683)	(48,439)
Depreciation charge					(4,526)	(4,232)	(8,758)
Exchange differences					76		76
Accumulated depreciation at 30 November 2020				(13,775)	(15,431)	(27,915)	(57,121)
Depreciation charge					(4,744)	(4,099)	(8,843)
Exchange differences						3,435	3,435
Accumulated depreciation at 30 November 2021				(13,775)	(20,175)	(28,579)	(62,529)
Closing net book value 30 November 2020				-	8,855	767	9,622
Closing net book value 30 November 2021				-	5,804	798	6,603

 

 

 

 

15.          Trade and other receivables

 

GROUP					2021		2020
					US $		US $
Trade receivables					39,976		54,014
Less provision for impairment of trade receivables					-		-
Trade receivables - net					39,976		54,014
Vat recoverable					19,228		(934)
Prepayments and other debtors					43,787		15,267
Receivables from related parties					586,012		579,089
Total trade and other receivables					689,003		647,436

 

 

The fair value of trade and other receivables are not materially different to those disclosed above. The Group's exposure to credit risk related to trade receivables is detailed in Note 3 to the consolidated financial statements.

The Group had outstanding receivables from its portfolio companies as at 30 November 2021 in the amount of:

- US$85,391 due from Lucyd Ltd

                - US$104,912 due from Smart Food Tek Ltd

                 - US$392,252 due from Guident Ltd.

 

16.       Cash and cash equivalents

 

 

GROUP			2021		2020
			US $		US $
Cash at bank and in hand			3,543,762		538,473
Total cash and cash equivalents			3,543,762		538,473

 

 

17.          Categories of financial assets and financial liabilities

 

 

GROUP					2021		2020
					US $		US $
Financial assets at fair value through profit and loss					63,865,432		31,079,826
Financial asets at amorised cost					689,003		647,436
Cash and equivalents at amortised cost					3,543,762		538,473
					68,098,197		32,265,735
Financial liabilities
Trade and other payables at amortised cost					237,151		239,228

 

 

 

 

 

 

18.          Share capital

 

 

		Number	Ordinary	Total
Group and Company		of shares	Share US$	US $
Issued and fully paid up
As at 30 November 2019		63,728,042	372,984	372,984
Shares issued in further public offering		28,800,000	147,298	147,298
Shares issued through share option exercise		300,000	1,548	1,548
As at 30 November 2020		92,828,042	521,830	521,830
Shares issued in further public offering		48,714,286	271,962	271,962
As at 30 November 2021		141,542,328	793,792	793,792

 

 

The shares have full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. The following shares were issued during the year:

•   March 2021: 38,000,000 shares were issued in the placing of new ordinary shares at £0.10p. Total proceeds of US$5,432,322 were netted against cost of raising finance in the amount of US$301,253

•   November 2021: 10,714,286 shares were issued in the placing of new ordinary shares at £0.28p. Total proceeds of US$4,274,564 were netted against cost of raising finance in the amount of US$261,040

 

The Company has authorised share capital of 141,592,328, with a nominal value of £0.004. Of these shares, 141,592,328 were issued and fully paid up.

 

 

19.       Trade and other payables

               

				2021		2020
Group				US $		US $
Trade creditors				45,473		103,882
Social security and other taxes				8,554		8,015
Accruals and other creditors				183,124		135,545
				237,151		247,442

 

20.      Deferred Revenue

 

The Group's deferred revenue balance of US$154,721 as of 30 November 2020 was adjusted for:

- receipt of Invention Evaluator payments in the amount of US$37,854 to be delivered after 30 November 2021, recognized as addition to the balance deferred revenue during the year ended 30 November 2021

- recognition of US$23,292 of revenue deferred as of 30 November 2020 for reports delivered during the financial year 2021 bringing the total outstanding balance of Deferred Revenue as at 30 November 2021 to US$169,287.

21.      Deferred income tax

Unused tax losses for which no deferred tax assets have been recognised is attributable to the uncertainty over the recoverability of those losses through future profits. A tax rate of 19% has been used to calculate the potential deferred tax.

 

		2021		2020
Deferred tax		US $		US $
Accelerated capital allowances		(1,680)		(1,793)
Short term timing difference				-
Tax losses		(2,084,779)		(1,958,070)
Unprovided deferred tax asset		2,086,459		1,959,863
		-		-

 

22.      Dividends

No dividend has been recommended for the year ended 30 November 2021 (2020: Nil) and no dividend was paid during the year (2020: Nil).

 

23.      Cash used from operations

 

			2021	2020
Group			US $	US $
Profit before income tax			26,370,483	7,681,994
Adjustments for
- Impairment Loss			37,229	-
- Depreciation			8,843	9,437
- Amortisation			437,139
- Share based payment expense			111,145	44,273
- Movement in foreign exchange			77,435	96,392
- Movement in trade and other receivables			(41,565)	56,383
- Financial assets at fair value through the profit or loss			(28,817,268)	(8,810,053)
- Deferred revenue movement			14,562	36,126
- Trade and other payables			(10,291)	(62,718)
Cash used in operations			(1,812,288)	(948,166)

 

 

23.      Commitments

 

Capital commitments

The Group entered into multiple convertible loan note agreements with its portfolio companies. Please see note 15 for details regarding outstanding commitments.  

Lease commitments

The Group did not have any material contracts withing the scope of IFRS 16. Consequently, the Group did not recognise any right-of-use assets and lease liabilities during the period.

 

25.      Share based payments

The Group operates an approved Enterprise management scheme and an unapproved share option scheme.

The fair value of the options granted is expensed over the vesting period and is arrived at using the Black-Scholes model. The assumptions inherent in the use of this model are as follows:

 

Attribute	Input
No. of options granted	8,700,000
Share price at date of grant	£0.052-£0.31
Exercise price	£0.052-£0.31
Options life in years	3-5
Risk free rate	0.1%-0.75%
Expected volatility	48%-94%
Expected dividend yield	0
Fair value of options	£0.02-£0.03

 

 

The weighted average fair value of options outstanding was £0.03p. Volatility was calculated using Group's historical share price performance since 2017. The share-based payment expense for the year was US$111,145 (2020: $44,273). Details of the number of share options and the weighted average exercise price outstanding during the year as follows:

	2021		2020
	Av. Exercise	Options	Av. Exercise	Options
	price per	(Number)	price per	(Number)
Group and Company	share £		share £
As at 1 December	0.2351	7,450,000	0.2110	5,785,000
Granted	0.0781	1,000,000	0.1193	4,450,000
Exercised	-	-	0.0810	300,000
Forfeited/expired	0.0783	250,000	0.3551	2,485,000
As at 30 November	0.2110	8,200,000	0.2351	7,450,000
Exercisable as at 30 November		3,441,667*		1,575,000*

 

*The weighted average exercise price for the options exercisable as at 30 November 2021 and 30 November 2020 was £0.19p and £0.19p respectively.

 The weighted average remaining contractual life is 2.9 years (2020: 4.2 years). The weighted average fair value of options granted during the year was £0.03p (2020: £0.03p). The range of exercise prices for options outstanding at the end of the year was £0.052p - £0.31p (2020: £0.065p - £0.46p).

 

26.       Related party transactions  

Details of Directors' remuneration and grant of options are given in the Directors' report.

 

Please also refer to Note 15 for detail of transactions with portfolio companies.

 

525,000 options were held by Harrison Gross, family member of Dr. Clifford Gross.

 

Please refer to tables below for detail of relationships and transactions between The Group and its subsidiaries. 

 

Convertible note receivable
				2021	2020
Group				US $	US $
Guident Corp				660,413	528,169
Microsalt Inc				677,718	60,000
Innovative Eyewear Inc				3,643	-
				1,341,774	588,169

 

Intercompany receivable
				2021	2020
Group				US $	US $
Guident Corp				392,252	-
Smart Food TEK				104,912	103,092
Lucyd Ltd				85,402	288,176
Innovative Eyewear Inc				-	184,376
Other				3,446	3,446
				586,012	579,090

 

 

 

 

 

 

Management fees
				2021	2020
Group				US $	US $
Guident Ltd				139,560	138,441
Salarius Ltd				-	140,282
Microsalt Inc				99,685	-
Lucyd Ltd				30,135	128,743
Innovative Eyewear Inc				103,299	-
Smart Food TEK				-	98,886
				372,679	506,352

 

Interest Income
				2021	2020
Group				US $	US $
Guident Ltd				-	27,717
Guident Corp				62,385	-
Salarius Ltd				-	68,229
Microsalt Inc				35,267	-
Lucyd Ltd				-	-
Innovative Eyewear Inc				44,748	-
				142,400	95,946

 

 

27.       Events after the reporting period

 

 Post period end, following amounts were drawn for existing convertible notes:

    US$628,405for Microsalt Inc

    US$262,546 for Guident CORP

    US1,431,068 for Innovative Eyewear Inc

The senseless Russian invasion of Ukraine has not had a material impact on our business to-date, as far as we can discern at this early juncture, as we do not have direct business exposure to either Russia or the Ukraine. However, over time the conflict may contribute to inflation of energy costs and supply chain disruption which could increase the cost and complexity of sourcing components for some of our portfolio companies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tekcapital Plc

Company Statement of financial position

At 30 November 2021

 

Company		30 November	30 November
		2021	2020
	Note	US$	US$
Assets
Non-current assets
Investment in subsidaries	C.4	851,665	1,955,215
Financial assets at fair value through profit and loss	C.5	22,653,494	2,669,196
		23,505,159	4,624,411
Current assets
Trade and other receivables	C.6	7,454,773	3,560,188
Cash and cash equivalents	C.7	3,011,916	239,991
		10,466,689	3,800,179
Total assets		33,971,848	8,424,590
Current liabilities
Trade and other payables	C.10	197,827	79,249
		197,827	79,249
Total liabilities		197,827	79,249
Net Assets		33,774,021	8,345,341
Equity attributable to the owners of the parent
Ordinary shares	C.9	793,792	521,830
Share premium		21,793,644	13,211,344
Retained earnings		11,364,445	(5,351,695)
Translation reserve		(177,860)	(36,138)
Total equity		35,521,897	8,345,341

 

The Company's gain before tax for the year ended 30 November 2021 was $16,604,995

The notes on pages 58 to 61 are an integral part of these financial statements.

The financial statements on pages 56 to 61 were authorised for issue by the Board of Directors on 5 May 2022 and were signed on its behalf.

 

Louis Castro                        Dr Clifford Gross                                                              

Director                                Chairman and CEO