REG - Rosslyn Data Tech. - Final Results and Publication of Annual Report
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RNS Number : 8385E Rosslyn Data Technologies PLC 27 October 2025
27 October 2025
Rosslyn Data Technologies plc
("Rosslyn", the "Company" or the "Group")
Final Results
and Publication of Annual Report
Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise spend
intelligence platform, announces its final results and gives notice of the
publication of its annual report for the year ended 30 April 2025.
Financial Highlights
· Revenue increased to £3.0m (2024: £2.9m)
· Gross margin improved to 40.7% (2024: 38.8%)
· Adj. EBITDA* loss reduced to £2.0m (2024: £2.5m
loss)
· Cash burn rate reduced to £160k per month (2024: £218k)
· Cash and cash equivalents increased to £1.7m as at 30 April 2025
(30 April 2024: £646k)
*A reconciliation of adjusted EBITDA loss can be found in the Financial Review
below
Operational Highlights
· Performance against operational key performance indicators:
o Annual recurring revenue ("ARR") remained stable with prior year at £2.3m
(2024: £2.3m)
o Total pipeline as at 30 April 2025 was £4.1m (30 April 2024: £3.3m) and
weighted pipeline was £1.6m (30 April 2024: £1.3m)
· Secured a major new client that is a leading global technology
company and household name
· Selected by a top 5 global consulting firm
· Commercially launched AI-powered classification solution - AICE
· Developed new AI-powered initiative tracking and benchmarking
tools
Paul Watts, CEO of Rosslyn, said:
"Over the last two years, Rosslyn has been on a complex turnaround journey.
This involved the investment of significant resources into developing an
AI-based platform, balanced against undertaking fundraising activity to
address our cash flow. This development project has now come to fruition with
our AI classification tool, AICE, having been fully released and stress tested
by some of the largest companies in the world with substantial volumes of
data. This was a pivotal moment for Rosslyn and we strongly believe this
technology will be the foundation on which we can now execute commercially as
well as be the springboard for us to be able to unlock the value of
procurement data through providing AI-led actionable insight.
"At the same time, the actions taken during FY 2024 and into FY 2025 have
driven an improvement in financial performance. Accordingly, and with an
increased cash balance and strong pipeline, we exited the year in a stronger
position than we entered and we look to the future with confidence."
This announcement contains inside information as stipulated under the Market
Abuse Regulations (UK MAR).
Enquiries
Rosslyn
Paul Watts, Chief Executive Officer +44 (0)20 3285 8008
James Appleby, Chairman
Cavendish Capital Markets Limited (Nominated adviser and Broker)
Stephen Keys/George Lawson +44 (0)20 7220 0500
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
About Rosslyn
Rosslyn (AIM: RDT) provides an award-winning spend intelligence and predictive
analytics platform. The Rosslyn Platform helps organizations with diverse
supply chains mitigate risk and make informed strategic decisions. It
leverages automated workflows, artificial intelligence and machine learning to
extract and consolidate procurement data providing visibility of complex
supplier data, enabling supplier spend savings and delivering rapid ROI. For
more information visit www.rosslyn.ai (http://www.rosslyn.ai) . Investors
wishing to contact the Company should email investors@rosslyn.ai
(mailto:investors@rosslyn.ai) .
Operational Review
The year to 30 April 2025 was a milestone period for Rosslyn. The Group
secured one of its most strategically and commercially valuable customers to
date and successfully delivered the first project phase. AICE, Rosslyn's AI
classification engine, was commercially launched and rolled out to a number of
the Group's enterprise customers, alongside the Group completing a development
programme to have a fully AI-based platform. At the same time, Rosslyn
stabilised its customer base after a period of churn and following its
strategic decision not to renew certain low-margin contracts as the Group
prioritised sustainable revenue generation. The Group also expanded its
pipeline, which it has begun to convert in the new financial year.
Customer wins
Rosslyn's most significant customer development during the year was winning,
and delivering for, its major new client that is one of the world's largest
technology companies, a global household name and one of the top 10 Fortune
100 companies (the "Major New Client"). To be appointed by an organisation of
this magnitude - and one that typically builds all of its strategic technology
in-house - is a significant endorsement of the Group's offering. The contract
with the Major New Client is to provide Rosslyn's AI-based platform to the
customer's central procurement department. A large part of the initial phase
was development work to build the customer's procurement data lake and embed
the Rosslyn AI tools, which was a substantial undertaking given the scale and
complexity of the customer's operations. This first phase went fully live
towards the end of the financial year - and this was delivered on time, on
budget and on specification. The solution has been very well received by the
customer and management is confident that it will progress to a further phase.
Other new customer wins during the year include:
· a leading manufacturer of roofing and waterproofing solutions that is
headquartered in the UK with operations in approximately 40 countries. It is
a subsidiary of a global industrial company that operates in over 80 countries
with over 20,000 employees across its 10 holding companies; and
· a Fortune 500 healthcare solutions company that awarded a contract to
Rosslyn under competitive tender, which is worth £220k over a three-year
period and equating to an additional £60k in ARR.
Since year end, Rosslyn has secured two more contracts. One is a three-year
contract with a global media and technology company that will generate $160k
of ARR as well as $60k in professional services fees in the first year. The
customer, which is a spin-off of an existing long-standing customer of the
Group and which awarded the contract following a competitive tender, will be
using Rosslyn's full suite of products, including being the first customer to
purchase the new initiative tracking and benchmarking solutions. The other
contract is with a British train operating company, which is a new customer,
and is worth £85k of revenue over the one-year term of the contract.
Partnerships
Over the last couple of years, Rosslyn has established a portfolio of
excellent partners. The Group's focus now is on deepening and scaling those
partnerships.
During the year, the Group significantly enhanced its relationship with a
consulting partner that is one of the world's five largest consulting firms
and part of a professional services network of independent firms with a
presence in more than 150 countries (the "Consulting Partner"). The Consulting
Partner awarded Rosslyn a contract for a three-month internal spend visibility
project for its operations based in the US, which will be utilised to embed
the Rosslyn solution within the Consulting Partner's operations before
developing a joint go-to-market strategy for the combined offering. Rosslyn's
selection followed a rigorous and lengthy competitive tender process by the
Consulting Partner to select an advanced, enterprise-grade solution to replace
the Consulting Partner's in-house system and deliver greater value for
customers. In addition, the Group's contract award from the leading
manufacturer of roofing and waterproofing solutions, noted above, was via an
introduction from the Consulting Partner.
Similarly, Rosslyn's contract with the Fortune 500 healthcare solutions
company was generated through the Group's partnership with Accelerate
Procurement, which is a firm of specialist procurement consultants. Rosslyn is
currently focused on deepening its relationship with Accelerate Procurement
with the goal of bringing greater procurement domain expertise into how the
Group designs and builds out its AI technology going forward.
Platform and product
This year the project the Group began two years ago to develop an AI-based
platform came to fruition. AICE, Rosslyn's AI classification engine, which
automatically and accurately classifies spend data into any taxonomy, became
fully operational and is being increasingly rolled out to customers as part of
the Group's offer. The modernisation of the Rosslyn platform was also
completed, with the removal of a high percentage of legacy technology to
enable Rosslyn to maximise the use of AI technology today and to provide a
foundation on which to build next-generation AI-led procurement solutions. The
Rosslyn platform can automatically pull data from countless source systems
into a single, unified data lake - and the Group is using AI to create, manage
and govern that procurement data lake in the most dynamic way possible.
The strength of what Rosslyn has created has been validated by the
aforementioned customer wins that the Group has had - particularly with the
Major New Client. It is a fantastic endorsement that one of the largest
companies in the word has decided to build its procurement data lake on
Rosslyn's platform and to embed Rosslyn's AI tools into its processes.
The Group's focus now is on developing tools that leverage AI to utilise this
trustworthy data to provide the procurement function with automated,
actionable insights. Management believe that every facet of the procurement
function - from strategic sourcing to strategic category management to
strategic tail management or maverick spend management - will be greatly
augmented by AI-led and data-led decision-making.
This Group has already begun this process with two new products, which will
both be sold as add-on modules to Rosslyn's core platform:
· IniTrack, which was launched post year end, is a new tool that
enables customers to plan, track and report on the progress of their
procurement initiatives in real time. By using generative AI, it can provide
predictive intelligence to alert a spend manager to a potential outcome. While
primarily focused on spend, it also has the capability to track other
initiatives, such as seeking to reduce risk within the supply chain or
increase sustainability.
· Rosslyn's Benchmarking tool, which is due to be released in the
coming months, is designed to provide a comprehensive price comparison across
a number of use cases. By opting in to Benchmarking, customers gain insight
into how their spending compares between divisions, against industry peers and
public price books. These comparisons can be seen instantly, providing
customers with real-time market insights.
Alongside its own innovation, Rosslyn is working with customers to support
them in becoming AI-led in their own solution architecture to enable them to
truly utilise and benefit from the Group's offering. Rosslyn has been working
with them on migration strategies and most of its customers are committed to
implementing a shift to an AI-led environment over the coming year.
Financial Review
Revenue
Revenue for the year increased to £3.0m (2024: £2.9m), of which £2.3m was
ARR (2024: £2.3m). The Group's revenue primarily comprises the annual licence
fees that customers are charged for having access to the Rosslyn platform and
professional services fees for work undertaken to tailor the Group's solution
to align with customers' infrastructure or meet specific additional solution
requirements. Annual licence fees continued to be the main contributor to
revenue, generating £2.2m (2024: £2.3m) and accounting for 73% of total
revenue (2024: 79%). Professional services revenue increased to £0.8m (2024:
£0.6m), and accounted for 26% of total revenue (2024: 21%). Managed services
revenue, which relates to platform hosting for the Major New Client, was
£0.03m (2024: £nil).
ARR remained stable with the prior year. This reflects recovery in the second
half of the year following a decrease in H1 2025 as a result of the Group's
strategic decision to not renew certain low-value or low-margin contracts as
it refocused on quality of revenue.
Gross profit
Gross margin improved to 40.7% (2024: 38.8%), reflecting the increased
contribution to revenue from professional services fees as well as the
strategic decision to prioritise quality of revenues noted above. Cost of
sales includes hosting costs, third-party platform costs, Customer Success and
support, and professional services costs. As a result of the higher revenue
and improved gross margin, gross profit increased to £1.2m (2024: £1.1m).
Operating expenses
Operating costs were reduced to £3.9m (2024: £4.7m). This reflects
administrative expenses being lower at £3.3m (2024: £4.1m) due to lower
employee-related costs following a restructuring during the year.
Profitability measures
Adjusted EBITDA* loss was reduced to £2.0m (2024: £2.5m loss) as set out in
the table below:
2025 2024
£'000 £'000
Revenue 3,005 2,854
Gross profit 1,223 1,108
Operating loss (2,718) (3,543)
EBITDA Adjustments:
Depreciation 28 35
Amortisation 525 396
Share-based payments 93 96
Exceptional items 59 499
Adjusted EBITDA* (2,013) (2,517)
*Adjusted EBITDA is defined as earnings before interest, taxation,
depreciation, amortisation, exceptional items and share-based payments. The
change in the value of share-based payments is adjusted when calculating the
Group's adjusted EBITDA as it has no direct cash impact on financial
performance. Adjusted EBITDA is considered a key metric to the users of the
financial statements as it represents a useful milestone that is reflective of
the performance of the business resulting from movements in revenue, gross
margin and the costs of the business removing exceptional items which are
believed to be not representative of the ongoing business.
Operating loss was reduced to £2.7m (2024: £3.5m loss), reflecting the
increased gross profit and lower operating expenses and exceptional items.
Loss before tax for the year was £2.6m (2024: £3.6m loss). The Group
recognised tax credits of £90k (2024: £235k). As a result, net loss for the
year was £2.5m (2024: £3.4m loss).
Cash flow and liquidity
Net cash used in operating activities was reduced to £1.4m (2024: £2.2m),
which reflects the improved operating performance and, consequently, lower
loss before tax. Net cash used in investing activities was £0.6m (2024:
£0.7m), which primarily comprised investment in software. Net cash generated
from financing activities was £2.9m (2024: £2.8m), reflecting the
fundraising undertaken in both years.
Monthly cash burn was significantly reduced to £160k (2024: £218k) as the
Group focused on cash conservation, and the implementation of cost control
measures, with the intention of ensuring sufficient cash runway until the
Group becomes cash generative.
Accordingly, there was an increase in cash and cash equivalents to £1.7m as
at 30 April 2025 (30 April 2024: £646k).
Balance sheet
As at 30 April 2025, the Group had net assets and total equity of £1.1m
compared with £1.3m at 30 April 2024. The main movements in the balance sheet
during the year were:
· an increase in current assets to £2.7m (30 April 2024: £2.0m)
reflecting higher cash and cash equivalents as described above; and
· non-current liabilities increasing to £0.9m (30 April 2024: £0.3m)
as a result of the convertible loan notes issued during the year.
Material uncertainty to the going concern
As discussed in note 2 below, the Board considers the Group to be a going
concern. However, if the Group is unable to generate its proposed revenue
projections, particularly around the levels and timing of forecast new
business that has not been secured yet included in the projections, there is
limited headroom in the current forecasts and, as such, there is considered to
be a material uncertainty that may cast significant doubt on the Group's
ability to continue as a going concern. Should the Group not meet those new
revenue predictions, management plans to cut costs or look to raise capital
from a number of different funding options. The independent auditors' report
is not modified in respect of this matter. The financial statements do not
include any adjustments that would result if the Group were unable to continue
as a going concern. For further details, refer to the Going Concern section in
note 2 to the financial statements.
Outlook
Rosslyn entered the new financial year in a better position than at the same
point of the prior year, with a strengthened balance sheet, stable customer
base, expanded pipeline and having successfully delivered the first phase of a
significant project with one of the world's largest companies. While meeting
management's expectations for the year is sensitive to the timing of securing
new contracts - including the rollout to other departments with the Major New
Customer - and with the sales cycles for converting large enterprise
opportunities often being protracted, the Board is pleased to note that
trading was as anticipated for the first quarter of FY 2026 and the Group
continues to have a strong pipeline. In addition, with the completion of the
platform transformation, Rosslyn now has the foundation to deliver further
AI-based tools that it expects to accelerate growth in the medium-term and
generate new revenue streams. As a result, the Board continues to look to the
future with confidence.
Publication of Annual Report
The Company gives notice that its annual report and accounts for the year
ended 30 April 2025 has, today, been published on the Company's website on the
Reports and Corporate Documents page of the Investors section at
https://www.rosslyn.ai/investors/reports-corporate-documents
(https://www.rosslyn.ai/investors/reports-corporate-documents) , and will be
posted to those shareholders who have requested paper communications.
Consolidated statement of comprehensive income for the year ended 30 April
2025
30 April 30 April 30 April 30 April
2025 2025 2024 2024
Note £'000 £'000 £'000 £'000
Continuing operations
Revenue 3 3,005 2,854
Cost of sales (1,782) (1,746)
Gross profit 1,223 1,108
Operating expenses (3,941) (4,651)
Analysed as
Administrative expenses (3,295) (4,124)
Depreciation and amortisation (553) (431)
Share-based payments (93) (96)
(3,941) (4,651)
Operating loss (2,718) (3,543)
Finance income - 2
Finance costs (227) (53)
Fair value gain on embedded derivative 330 -
Loss before income tax (2,615) (3,594)
Income tax 90 235
Loss for the year (2,525) (3,359)
Other comprehensive income/(loss) - translation differences 30 (16)
Total comprehensive loss (2,495) (3,375)
Loss per share Pence Pence
Basic loss per share: ordinary shareholders - Total 4 (5.50) (25.1)
Consolidated statement of financial position as at 30 April 2025
30 April 30 April
2025 2024
Note £'000 £'000
Assets
Non-current assets
Intangible assets 1,658 1,620
Property, plant and equipment 9 30
Right-of-use assets - -
1,667 1,650
Current assets
Trade and other receivables 822 854
Corporation tax receivable 165 475
Cash and cash equivalents 1,680 646
Total current assets 2,667 1,975
Total assets 4,334 3,625
Liabilities
Non-current liabilities
Deferred tax - -
Financial liabilities - convertible loan notes (478) (327)
Financial liabilities - derivative financial instruments (414) -
Total non-current liabilities (892) (327)
Current liabilities
(2,331) (2,043)
Trade and other payables
Total current liabilities (2,331) (2,043)
Total liabilities (3,223) (2,370)
Net assets 1,111 1,255
Equity
Called up share capital 4,471 4,415
Share premium 21,125 18,923
Convertible debt option reserve - 189
Share-based payment reserve 127 34
Accumulated loss (29,684) (27,348)
Translation reserve (61) (91)
Merger reserve 5,133 5,133
Total equity 1,111 1,255
Consolidated statement of changes in equity for the year ended 30 April 2025
Note Called up Share premium Convertible debt option Share-based payment reserve Accumulated Translation Merger reserve Total
share capital £'000 reserve £'000 loss reserve £'000 equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 May 2023 1,699 18,923 - 320 (24,089) (75) 5,133 1,911
Loss for the year - - - - (3,359) - - (3,359)
Other comprehensive loss - - - - - (16) - (16)
Total comprehensive loss for the year - - - - (3,359) (16) - (3,375)
Transactions with Owners:
Shares issued during the year 2,716 - - - - - - 2,716
Issue costs - - (50) - (282) - - (332)
Issue of convertible loan - - 239 - - - - 239
Lapsed options - - - (382) 382 - - -
Share option charge - - - 96 - - - 96
Balance at 30 April 2024 4,415 18,923 189 34 (27,348) (91) 5,133 1,255
Balance at 1 May 2024 4,415 18,923 189 34 (27,348) (91) 5,133 1,255
Loss for the year - - - - (2,525) - - (2,525)
Other comprehensive income - - - - - 30 - 30
Total comprehensive loss for the year - - - - (2,525) 30 - (2,495)
Transactions with Owners:
Shares issued during the year 56 2,461 - - - - - 2,517
Issue costs - (259) - - - - - (259)
Convertible debt option conversion - - (189) - 189 - - -
Share option charge - - - 93 - - - 93
Balance at 30 April 2025 4,471 21,125 - 127 (29,684) (61) 5,133 1,111
Consolidated statement of cash flows for the year ended 30 April 2025
Year ended Year ended
30 April 30 April
2025 2024
Note £'000 £'000
Cash flows used in operating activities
Cash used in operations See below (1,752) (2,810)
Finance income - 2
Finance costs (20) (9)
Corporation tax received 400 612
Net cash used in operating activities (1,372) (2,205)
Cash flows used in investing activities
Purchase of property, plant and equipment (7) (39)
Acquisition of intangible assets (563) (644)
Net cash used in investing activities (570) (683)
Cash flows generated from financing activities
New loans in year 1,200 600
Repayment of borrowings - (96)
Convertible loan issue costs (145) (128)
Issue of shares 2,150 2,716
Expenses related to the issue of shares (259) (282)
Repayment of capital element of obligations under leases - (27)
Net cash generated from financing activities 2,946 2,783
Net increase/(decrease) in cash and cash equivalents 1,004 (105)
Cash and cash equivalents at beginning of year 646 767
Foreign exchange gains/(losses) 30 (16)
Cash and cash equivalents at end of year 1,680 646
Reconciliation of loss before income tax to cash used in operations
Year ended Year ended
30 April 30 April
2025 2024
£'000 £'000
Loss before income tax (2,615) (3,594)
Depreciation, amortisation and impairment charges 553 431
Share-based payment transactions 93 96
Finance income - (2)
Disposal of leases - (6)
Fair value movement on derivatives (330) -
Finance costs 227 53
(2,072) (3,022)
Decrease in trade and other receivables 32 115
Increase in trade and other payables 288 97
Cash used in operations (1,752) (2,810)
Notes to the non-statutory consolidated financial statements for the year
ended 30 April 2025
1. General information
Rosslyn Data Technologies plc (the "Company") is a company incorporated and
domiciled in the UK. It is quoted on AIM, a market of the London Stock
Exchange. The address of the registered office is 6th Floor, 60 Gracechurch
Street, London, EC3V 0HR.
The Company is the ultimate parent company of Rosslyn Analytics Limited and
Rosslyn Data Management Limited, companies incorporated in the UK, and the
ultimate parent company of Rosslyn Analytics, Inc., a company incorporated in
the USA (collectively, the "Group"). The Group's principal activity is the
provision of procurement data analytics using a proprietary form, data
capture, data mining and workflow management.
The financial statements are presented in British Pounds Sterling (£), the
currency of the primary economic environment in which the Group's activities
are operated and reported in £'000. The financial statements are for the year
ended 30 April 2025.
The financial information set out in this preliminary results announcement
does not constitute the Group's statutory financial statements, as defined in
section 435 of the Companies Act 2006, but is derived from those financial
statements. Statutory financial statements for 2024 have been delivered to
the Registrar of Companies. The audit report was unqualified, did not contain
a statement under section 498 (2) or 498 (3) of the Companies Act 2006 and
drew attention by way of emphasis to a material uncertainty relating to going
concern and the recoverability of intangible assets and parent company
inter-company receivables. Those for 2025 have not yet been delivered to the
Registrar of Companies. The audit report is unqualified, does not contain a
statement under section 498 (2) or 498 (3) of the Companies Act 2006 and draws
attention by way of emphasis to a material uncertainty relating to going
concern and the recoverability of intangible assets and parent company
inter-company receivables. The 2025 accounts will be delivered to the
Registrar of Companies shortly.
2. Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of the financial
statements are set out below. The policies have been consistently applied to
all the years presented, unless otherwise stated.
The Group financial statements have been prepared under the historical cost
convention subject to fair valuing certain financial instruments and in
accordance with UK-adopted international accounting standards.
Going concern
Information on the business environment and the factors underpinning the
Group's future prospects and product portfolio are included in the Operational
Review. During the year, on 28 October 2024, the Group successfully completed
an equity fundraising round, raising £2.15m via a placing of shares and
£1.2m from an issue of convertible loan notes. The cash balance at 30 April
2025 was £1.7m. The Group has performed prudent scenario analysis on revenue
and cost performance covering the period up to April 2027. These demonstrate
that the Group can meet its liabilities as they fall due.
If the Group is unable to generate its proposed revenue projections,
particularly around the levels and timing of forecast new business that has
not been secured yet included in the projections, there is limited headroom in
the current forecasts and as such there is considered to be a material
uncertainty that may cast significant doubt on the Group's ability to continue
as a going concern. Should the Group not meet those revenue predictions,
management plans to cut costs or look to raise capital from a number of
different funding options. After making appropriate enquiries, the Directors
consider that it is appropriate to adopt the going concern basis in preparing
the consolidated financial statements. Accordingly, the financial statements
do not include any adjustments which would be required if the going concern
basis of preparation was deemed to be inappropriate.
Basis of consolidation
The consolidated statement of comprehensive income and statement of financial
position include the financial statements of the Company and its subsidiary
undertakings as of 30 April 2025.
Where the Company has control over an investee, it is classified as a
subsidiary. The Company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power to affect
those variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and
its subsidiaries (the "Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method.
In the consolidated balance sheet, the acquiree's identifiable assets,
liabilities and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations are
included in the consolidated statement of comprehensive income from the date
on which control is obtained.
Transactions eliminated on consolidation
Intragroup balances, and any gains and losses or income and expenses arising
from intragroup transactions, are eliminated in preparing the consolidated
financial information.
Judgements and estimates
The preparation of the financial statements requires management to exercise
judgement in applying the Group's accounting policies. It also requires the
use of estimates and assumptions that affect the reported amounts of assets,
liabilities, income and expenses.
The following are key sources of estimation uncertainty and critical
accounting judgements:
Judgements
· Development costs capitalised as intangible assets - Management
exercises judgement in determining whether the costs can be capitalised.
Management look for costs that can be directly attributable, and also
measurable, to a particular project when deciding on capitalisation. During
the year, the Group has capitalised intangible assets development costs of
£563,000 (2024: £644,000), which relate specifically to the Rosslyn Platform
redevelopment.
· Management have exercised judgement in reviewing the terms of the
convertible loan notes, particularly around whether a fixed or variable number
of shares are to be issued on conversion to ensure that they are correctly
accounted for as debt and equity or embedded derivatives in line with the
nature of the agreement.
Estimates
· Recognition of professional services revenue - For projects that
are in progress, management assesses how far through to completion then
recognise revenue using time management records and expectation of total time
required based on prior projects.
· Impairment of intangible assets - Management have carried out an
impairment review based on the recoverable amount using a discounted cash flow
model. No impairment is considered necessary, but this is dependent upon
future cash flows generated by the continuing subsidiary operations, which
themselves are dependent on the successful commercialisation, value and timing
of product sales. The Directors performed sensitivity analysis on the net
present value of future income streams of the Group to consider whether there
are any indicators of impairment to the carrying amount of intangible assets
of £1,658,000 (2024: £1,620,000). A 10% change in new business revenues
results in a £889,000 reduction in the net present value of the future income
streams of the Group. New business revenues would need to decrease by 15%
before an impairment charge is required for the carrying value of the
intangible assets. The ultimate result of these assumptions cannot be
determined at this time, and the financial statements do not account for any
impairment provision that might be necessary should the Group's cash flows
deviate from the forecast.
Revenue recognition
Revenue is measured at the fair value of consideration received or receivable
and represents amounts for services provided
to third parties in the normal course of business during the year, net of
value-added tax, and results from the principal activities of the Group.
Each element of revenue (described below) is recognised only when:
· the consideration receivable is fixed or determinable; and
· collection of the amount due from the customer is reasonably
assured.
i) Initial data processing and analysis in connection with the
deployment and customisation of the Group's proprietary solutions are
recognised over the corresponding period of the related customer contract.
ii) Annual licence fees are recognised on a straight-line basis over
the period of the contractual term.
iii) Any revenue arising from consultancy or professional services work
is recognised as such services are delivered.
Services that have been delivered at the end of a financial period but which
have not been invoiced at that time are recognised as revenue and shown within
accrued revenue in the statement of financial position.
Advance payments from customers are included within deferred income in the
statement of financial position. Such amounts are recognised as the services
are provided to the customer in accordance with points (i) to (iii) as set out
above.
Cost of sales
Cost of sales includes utilised data storage costs proportionate to the amount
utilised to service customers, together with third-party costs for software
licences supplied to customers.
Other intangible assets
All finite-lived intangible assets are accounted for using the cost model
whereby capitalised costs are amortised on a straight-line basis over their
estimated useful lives. Residual values and useful lives are reviewed at each
reporting date. The following useful lives are applied:
· Internally developed software - five years straight line
Amortisation has been included within depreciation, amortisation and
impairment of non-financial assets.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses. Cost includes the original purchase price
of the asset and the costs attributable to bringing the asset to its working
condition for its intended use. When parts of an item of property, plant and
equipment have different useful lives, those components are accounted for as
separate items of property, plant and equipment.
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.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the income statement.
Depreciation
Depreciation is provided at the following annual rates in order to write off
each asset over its estimated useful life:
· Fixtures, fittings, and equipment - 18 to 36 months straight line
Impairment review of intangible assets
The intangible assets, with the exception of goodwill, are being amortised
over their useful economic lives, however management still tests intangible
assets for impairment if and when indicators of impairment arise. Where such
an indication exists, management estimates the fair value less costs to sell
of the assets based on the net present value of future cash flows. The
Directors have considered whether there are any indicators of impairment to
the carrying amount of intangible assets of £1,658,000 (2024: £1,620,000),
and there is considered to be no requirement for impairment in this financial
year.
Taxation
Current taxes are based on the results shown in the financial statements and
are calculated according to local tax rules, using tax rates enacted or
substantively enacted by the statement of financial position date.
Deferred tax is provided using the statement of financial position liability
method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes.
Temporary differences are not provided for the initial recognition of other
assets or liabilities that affect neither accounting nor taxable profit. The
amount of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using tax
rates enacted or substantively enacted at the statement of financial position
date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
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 taxable entity or
different taxable entities where there is an intention to settle the balances
on a net basis.
Deferred income tax is provided on temporary differences arising on
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.
Research and development
Expenditure on research activities is recognised as an expense in the period
in which it is incurred. An intangible asset arising from development or the
development phase of an internal project is recognised if the Group can
demonstrate:
a. the technical feasibility of completing the intangible asset so
that it will be available for sale or use;
b. the intention to complete the development;
c. the ability to use or sell the intangible asset;
d. how the intangible asset will generate probable future economic
benefits (for example, the existence of a market for the output of the
intangible asset or for the intangible asset itself);
e. the availability of resources to complete the development; and
f. the ability to measure the attributable expenditure reliably.
This financial year the development costs of the new Rosslyn Platform have
been able to be identified meeting the tests above and have therefore been
capitalised.
Foreign currencies
The functional currency of the Company is pounds sterling because that is the
currency of the primary economic environment in which the Company operates.
The Company's presentation currency is pounds sterling.
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange ruling at the statement of financial position date.
Transactions in foreign currencies are translated into sterling at the rate of
exchange ruling at the date of transaction. Exchange differences are taken
into account in arriving at the operating result and are recognised in
administrative expenses.
Group companies
The results and financial position of all the Group entities (none of which
have the currency of a hyperinflation economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
· assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position;
· income and expenses for each income statement presented are
translated at average exchange rates (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); and
· all resulting exchange differences are recognised in other
comprehensive income. The following exchange rates were applied for £1 at
each year end:
2025 2024
US dollars 1.34 1.25
Euros 1.18 1.17
Retirement benefits
The Group operates a defined contribution scheme. Contributions payable to the
Group's pension scheme are charged to the income statement in the period to
which they relate.
Leases
Right-of-use assets and lease liabilities are recognised and measured in
accordance with IFRS 16. A right-of-use asset and a lease liability has been
recognised for all leases except leases of low value assets, which are
considered to be those with a fair value below £4,500, and those with a
duration of 12 months or less. The lease liabilities are measured at the
present value of the lease payments due to the lessor over the lease term,
discounted using the interest rate implicit in the lease if that rate is
readily available or the Group's incremental borrowing rate.
Trade and other payables
Trade payables are stated at their original invoiced value, as the interest
that would be recognised from discounting future cash payments over the
expected payment period is not considered to be material.
Financial assets
Classification
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument. Investments other than investments in
subsidiaries are classified as either held-for- trading or not at initial
recognition. At the year end date all investments are classified as not held
for trading.
Trade receivables
Trade receivables are held in order to collect the contractual cash flows and
are initially measured at the transaction price as defined in IFRS 15, as the
contracts of the Group do not contain significant financing components.
Impairment losses are recognised based on lifetime expected credit losses in
profit or loss.
Other receivables
Other receivables are held in order to collect the contractual cash flows and
accordingly are measured at initial recognition at fair value, which
ordinarily equates to cost and are subsequently measured at cost less
impairment due to their short-term nature.
A provision for impairment is established based on 12-month expected credit
losses unless there has been a significant increase in credit risk when
lifetime expected credit losses are recognised. The amount of any provision is
recognised in profit or loss.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances held by the Group and
overnight call deposits.
Financial instruments
Financial liability and equity instruments issued by the Group are classified
in accordance with the substance of the contractual arrangements entered into
and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Company are recorded at the proceeds received, net of direct
issue costs.
Convertible debt
The proceeds received on issue of the Group's convertible debt, where there is
a fixed amount of equity to be issued, are allocated into their liability and
equity components and presented separately in the balance sheet. Transaction
costs that relate to the issue of the instrument are allocated to the
liability and equity components of the instrument in proportion to the
allocation of proceeds.
The amount initially attributed to the debt component equals the discounted
cash flows using a market rate of interest that would be payable on a similar
debt instrument that did not include an option to convert. This is then
measured at amortised cost.
The difference between the net proceeds of the convertible debt and the amount
allocated to the debt component is credited direct to equity.
On conversion, the debt and equity elements are credited to share capital and
share premium as appropriate, with no gain or loss recognised.
Where a variable amount of equity can be converted, then a derivative is
created on inception which is measured at fair value through profit and loss
account, with the host debt being recognised as a liability which is included
at amortised cost with associated fees offset against the debt. Fees
associated with the derivative are expensed.
Share capital and share premium
Ordinary shares are classified as equity. Share premium is the amount
subscribed for share capital in excess of nominal value less any costs
directly attributable to the issue of new shares. Incremental costs directly
attributable to the issue of new shares are shown in share premium as a
deduction from the proceeds.
Share-based payments
The Group operates an equity-settled, share-based compensation plan, the
Enterprise Management Incentive (EMI) Scheme.
The fair value of the employee services received in exchange for the grant of
the options is recognised as an expense. The total amount to be expensed over
the vesting period is determined by reference to the fair value of the options
granted calculated using an appropriate option pricing model. Non-market
vesting conditions are included in assumptions about the number of options
that are expected to vest. At each statement of financial position date, the
entity revises its estimates of the number of options that are expected to
vest. Options issued under the scheme to Non-Executive Directors and other
individuals who are not employees of the UK Company follow the EMI rules but
are considered non-qualifying EMI options for tax purposes.
Where a scheme is cancelled with replacement equity issued for the cancelled
scheme, then this is accounted for as a modification with the incremental fair
value (comparing the fair value of the equity under the old scheme and the
equity instruments under the new scheme at the date of modification) being
accounted for over the vesting period.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings
using the effective interest method.
Provisions
A provision is recognised in the statement of financial position when the
Group has a present legal or constructive obligation as a result of a past
event, and it is probable that an outflow of economic benefits will be
required to settle the obligation.
If the effect is material, provisions are discounted at a rate that reflects
current market assessments of the time value of money and, when appropriate,
the risks specific to the liability. The increase in the provision due to
passage of time is recognised in finance costs.
Net finance costs
Finance costs
Finance costs comprise interest payable on borrowings and direct issue costs.
Finance income
Finance income comprises interest receivable on funds invested. Interest
income is recognised in the income statement as it accrues using the effective
interest method.
Standards, amendments and interpretations
The following new and amended Standards and Interpretations effective for the
financial year beginning 1 May 2024 have been adopted. The adoption of these
standards has not had any material impact on the disclosures or on the amounts
reported in these financial statements.
· Classification of Liabilities as Current or Non-current
(Amendments to IAS 1)
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
· Non-current liabilities with covenants (Amendments to IAS 1)
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
· International Tax Reform - Pillar Two Model Rules (Amendments to
IAS 12)
Standards not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
· Lack of Exchangeability (Amendments to IAS 21)
· IFRS 18 Presentation and Disclosure in Financial Statements (New
standard)
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
(New standard)
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and IFRS 7)
· Annual Improvements to IFRS Accounting Standards - Volume 11
· Contracts referencing Nature-dependent Electricity (Amendments to
IFRS9 and IFRS 7)
The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the Group, except presentation changes
required under IFRS 18.
3. Segmental reporting
Management has determined the operating segments based on the operating
reports reviewed by the Directors that are used to assess both performance and
strategic decisions. Management has identified that the Directors and the
Chief Financial Officer are the Chief Operating Decision Maker in accordance
with the requirements of IFRS 8 Operating segments.
The determination is that the Group operates as a single segment, as no
internal reporting is produced either by geography or division. The Group
views performance on the basis of the type of revenue, and the end destination
of the client as shown below.
Year ended Year ended
30 April 30 April
2025 2024
£'000 £'000
Annual licence fees 2,201 2,252
Professional services 775 602
Managed services 29 -
Total revenue 3,005 2,854
Year ended Year ended
30 April 30 April
2025 2024
Analysis of revenue by country £'000 £'000
United Kingdom 983 1,163
Europe 854 880
North America 1,168 811
Total revenue 3,005 2,854
Included in Europe is Switzerland, which had revenues of £468,000 in the year
ended 30 April 2025 (2024: £398,000). Included in North America is the USA,
which had revenues of £1,168,000 in the year ended 30 April 2025 (2024:
£811,000).
Year ended Year ended
30 April 30 April
2025 2024
Analysis of future obligations: £'000 £'000
Performance obligations to be satisfied in the next year 2,123 2,005
Performance obligations to be satisfied after 12 months from the balance sheet 1,416 1,152
date
Total future performance obligations 3,539 3,157
There were two (2024: two) significant customers who made up greater than 10%
of total revenue in the year. Customer 1 generated revenue of £376,000 and
customer 2 generated revenue of £352,000. The following revenue arose from
the Group's largest customer in each year:
Year ended Year ended
30 April 30 April
2025 2024
£'000 £'000
Annual licence fees 214 209
Professional services 162 119
Total revenue 376 328
4. Loss per share
Basic earnings per share is calculated by dividing the net loss for the year
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net loss for the year
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the year plus the weighted average number
of ordinary shares that would be issued on the conversion of all dilutive
potential ordinary shares into ordinary shares.
Year ended Year ended
30 April 30 April
2025 2024
Loss for the year attributable to the owners of the parent (£2,525,000) (£3,375,000)
2025 2024
Number Number
Weighted average number of shares
Weighted average number of shares in issue during the year 45,939,110 13,445,047
Pence Pence
Basic and diluted profit/(loss) per share: ordinary shareholders (5.50) (25.10)
Since the Group is currently operating at a loss, there is no difference
between the basic and diluted loss per share.
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