TIDMOBC
RNS Number : 6882K
Online Blockchain PLC
23 December 2022
For immediate release
23 December 2022
Online Blockchain Plc
('Online' or 'the Company')
Audited Results for the Year Ended 30 June 2022
Online today announces preliminary results for the year ended 30
June 2022.
CEO'S STATEMENT
2022 has been a mixed year for us. Our major investment ADVFN
PLC ('ADVFN') has suffered a long period of uncertainty and change,
and this has affected it negatively which has come through clearly
in ADVFN's published figures. In a strange way the AIM market has
never valued our shareholding in ADVFN as much, but it is
nonetheless disappointing, and we remain hopeful that the new
management who have been so firm in their views will at some point
get to grips with ADVFN.
On the positive side Umbria has progressed well and is now an
imbedded infrastructure piece in the Blockchain space. The good
news is, while Crypto markets have fallen substantially over the
last year, that we are quite happy to be in the part of the cycle
with a project seasoned enough to fully take advantage of the next
upturn. Umbria is generating income even in the current less than
buoyant market. Our view is that there are only two camps in
Crypto: Sceptics and believers and very few believers travel back
from believers to sceptics. Believers like myself will tell you
Blockchain is the next generation of revolutionary technology, and
it will change as much as the web has changed recent affairs. The
mere fact that twenty-year olds in shorts and trainers can sit next
to a former Prime Minister and Presidents and seemingly lose $10bn
at the same time tells you all about the power of the technology to
create and lose vast amounts of value. It is a frightening lesson,
but the rewards will go to the brave and the timid will eventually
get left behind. Many will disagree with this view but even if you
think there is a non-trivial chance that our position is correct,
as an investor we believe that you should have some exposure to
blockchain technology. Happily, if you are reading this you most
probably already have.
Development of Umbria continues and it has further plans that we
hope will also flower. Blockchain is complicated, but it is a
highly fertile landscape in which we believe we are making good
progress. Our approach is different to many in that we are working
with a project that produces income as well as creates assets. This
we feel gives us a potential bulwark when the markets are
challenging, like they are now in Crypto. Asset values are volatile
but income less so.
When we commenced our work with the Umbria platform, we received
2.5 million Umbria tokens which were at the time valueless but at
the year-end had a market price of $1.50 per token. Our holding of
Umbria is nevertheless valued in the accounts at nil given the
volatility of crypto asset prices. You will note that the audit
report includes a qualification which relates to this uncertainty
around the valuation of our holding of Umbria tokens and related
accounting entries. We feel that this holding of Umbria tokens
nevertheless has potential value for us with upside as and when we
pass through the trough of the crypto cycle and the market in time
recovers.
So as things stand, we are looking to the future of Blockchain
and we hope for the best for ADVFN.
EVENTS AFTER THE BALANCE SHEET DATE
Following the resignation of Michael Hodges from ADVFN in July
2022, the Board considered that the Company will no longer have
significant influence over ADVFN plc and therefore it will be
treated as an arm's length investment.
INVESTMENT IN ADVFN plc
Online Blockchain Plc also has an interest of 17.64% in ADVFN
Plc. The activity of ADVFN Plc is therefore of importance to the
Company and information concerning ADVFN's performance is set out
below which has been extracted from ADVFN's audited results for the
year ended 30 June 2022 ("ADVFN Accounts") which were announced
recently:
EXTRACT FROM THE ADVFN plc CHIEF EXECUTIVE'S STATEMENT:
The Chief Executive of ADVFN, Mr Amit Tauman, reported in his
Chief Executive's Statement in the ADVFN Accounts that there are
considerable opportunities for ADVFN and to achieve them he set out
three long-term priorities on which everyone in the company is now
focused: Innovation, user experience and management decisions
driven by enterprise data. In addition, Mr Tauman reported that he
believes these priorities enable ADVFN not only to leverage its key
strengths, but they also allow ADVFN to capitalise on market trends
and to innovate and grow.
SUMMARY OF ADVFN'S KEY PERFORMANCE INDICATORS
2022 2022 2021 2021
Actual Target Actual Target
-------- --------- --------- ---------
Turnover GBP7.8M GBP8.70M GBP9.06M GBP8.70M
--------- ---------
Average head count 37 40 38 42
--------- ---------
ADVFN registered users 5.16M 5.20M 5.10M 5.00M
------------------------ --------- --------- ---------
Clement Chambers
CEO
22 December 2022
Enquiries:
For further information please contact:
Online Blockchain PLC
Clem Chambers +44 (0) 20 3868 6702
Beaumont Cornish Limited (Nominated
Adviser)
www.beaumontcornish.com
Roland Cornish/Michael Cornish +44 (0) 207 628 3396
Cassiopeia Ltd (Investor Relations)
Stefania Barbaglio stefania@cassiopeia-ltd.com
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018. The person who arranged for the release of this announcement
on behalf of the Company was Clem Chambers, Director
A copy of this announcement is available on the Group's website,
at: www.onlineblockchain.io
The financial information set out in this preliminary
announcement does not constitute statutory accounts as defined in
section 435 of the Companies Act 2006.
The balance sheet at 30 June 2022 and the income statement,
statement of changes in equity, the statement of cashflows and
associated notes for the year then ended have been extracted from
the Company's 2022 statutory financial statements upon which the
auditors' opinion is qualified as set out further below.
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended
30 June 2022.
The strategy for the Group is that of an incubator and developer
of businesses in internet and information-based technologies
including developers, administrators and custodians of blockchains
and cryptocurrencies.
We founded ADVFN www.advfn.com and today we still have a holding
of 17.64% in ADVFN plc.
Online Blockchain plc continues to consider new related
opportunities, particularly crypto currencies and blockchain
opportunities.
Principal risks and uncertainties
The management of the Company and the nature of the Company's
strategy are subject to a number of risks. The directors have set
out below the principal risks facing the business. The directors
have adopted a thorough risk management process which involves the
formal review of all the risks identified below. Where possible,
processes are in place to monitor and mitigate such risks.
Investment in our associate ADVFN Plc
The investment of approximately 17.64% in the associate ADVFN
Plc results in a significant proportion of the revenue as well as
the largest asset held by the company. The performance of this
investment is of great importance and volatility in ADVFN Plc's
markets and results may affect the income statement and balance
sheet of the company.
Blockchain and crypto currency
It's an unpredictable and volatile market that can be illiquid
in many cases apart from the major products such as Bitcoin. Whilst
the situation has improved in the last 12 months, for the smaller
crypto-currencies, the transfer between crypto-currency and fiat
currencies can be complex and risky.
Economic volatility
Many things around the world can affect a stock market; the
COVID-19 pandemic had an enormous impact on the last couple of
years and may continue to have some effect into the foreseeable
future. The war in Ukraine and impact on the energy sector and as a
consequence the general economic situation, politics and other such
conflicts, creates a volatile background to carry on our business.
It is usually true that upheaval is beneficial for Online
Blockchain as a result of our investment in ADVFN, as ADVFN's
customers need to know what is happening to their investments using
ADVFN as a tool for this. The success or failure of the world's
stock markets will probably affect our business as a result given
the sector within which ADVFN operates.
US Dollar and Euro exchange rates have recently been improving
but still have the power to surprise in reaction to economic
downturns. They continue to be affected by Brexit and that
potential for volatility may well affect our business.
There is also a lot of volatility of the crypto market and there
have been some recent failures such as FTX Trading Ltd.
High proportion of fixed overheads
A large proportion of the Company's overheads are fixed and
there is the risk that any significant changes in revenue may lead
to the inability to cover such costs. We continue to closely
monitor fixed overheads against budget on a monthly basis and cost
saving exercises are implemented on a constant review basis.
Investment in Umbria
Working with Umbria has proved a success and it has produced a
potentially valuable asset in Umbria token. However as this is an
illiquid token and we have therefore valued it in the books at
zero. The product however is generating income and with the
prospect of a recovery of the Crypto boom bust cycle ahead, has the
potential to provide a valuable return.
Operating costs
Our costs remain reasonably fixed and predictable and we do not
see that changing in the immediate future. They are firmly under
control.
Research and development
We believe in trying to get the best from all areas that we work
in. It is very important that Online Blockchain continues to invest
in the quality and design of our products. We believe continued
investment in our research and development is fundamental to the
continuing growth of the business.
Environmental policy
This has always been important to the Company and as a whole we
continue to look for ways to develop our environmental policy. We
have a very small carbon footprint and try to reduce any waste we
create; we are a small team working from home which makes this task
easier. Most of our communications are electronic which again cuts
our use of non-environmentally friendly products.
Future developments for the business
We are constantly examining other investment opportunities as
they present themselves and the Directors will continue to do
this.
STRATEGIC REPORT (continued)
Directors' statement of responsibilities under section 172
Companies Act 2006
The Director s have considered the requirements of Section
172(1) of the Companies Act 2006 to prepare a statement explaining
how the Directors have considered the wider stakeholder needs when
performing their duties under Section 172 of the Companies Act
2006.
The Directors consider the stakeholders to be the people who
work for us, work with us, invest with us, own us, regulate us and
live in the societies we serve. The Directors recognise that
building strong relationships with our stakeholders will help
deliver the Company's strategy in line with the long-term values.
The Directors are committed to effective engagement with all of our
stakeholders and seek to understand the interests and views of the
Company's stakeholders by engaging with them directly as
appropriate.
Depending on the nature of the issue in question, the relevance
of each stakeholder group may differ and, as such, as part of
Company's engagement with stakeholders, the Directors seeks to
understand the relative interests and priorities of each group and
to have regard to these, as appropriate, in their decision making.
The Directors acknowledge, however, that not every decision it
makes will necessarily result in a positive outcome for all
stakeholders. The directors also challenge management to ensure all
stakeholder interests are considered in the day to day management
and operations of the Company.
As part of their deliberations and decision making process, the
Directors take into account the following:
-- the likely consequences of any decisions in the long
term;
-- interests of the company's employees and consultants ;
-- need to foster the company's business relationships with
suppliers, customers and others;
-- impact of the company's operations on the community and
environment;
-- desirability of the company maintaining a reputation for high
standards of business conduct; and
-- need to act fairly as between members of the company.
As a result of these activities, the Directors believe that they
have demonstrated compliance with their legal obligations under
s.172 of the Companies Act 2006
Business
The Directors' aim for the Group be and remain a contributing
and good "Corporate Citizen".
Our business does not have a high carbon footprint and we
consider it a sustainable business. We try to ensure that our
planet's precious resources are used appropriately for the benefit
of current and future generations. The Board considers that the
business and strategic decisions which it takes now, in furtherance
of the Group's business objectives, do not damage the global
environment.
Employees
The Group has a small number of employees and consultants but
those it has are situated and are deployed on the Group's business
around the World. We ensure that we comply with all local labour
laws and apply what the Directors believe are appropriate standards
and systems to monitor and to ensure the welfare of those
employees.
Stakeholder engagement
The Company is entirely owned and controlled by the shareholders
of Online Blockchain Plc and the shares of the company are traded
on AIM . The stakeholders of the Company consist predominantly of
the shareholders, employees, advisers and suppliers. The Directors
recognise the importance of these relationships and take active
steps to develop and strengthen them through dialogue and
engagement. These relationships are regularly monitored at Board
level.
Governance
Each Board meeting addresses compliance by the Company with its
corporate governance codes and reinforces the Board's requirement
that its business be conducted with integrity and with due regard
for ethical standards.
Approved and signed on behalf of the Board of Directors
Clement Chambers
CEO
22 December 2022
Corporate Governance Report
In April 2018, the Quoted Companies Alliance (QCA) published an
updated version of its Code which provides UK small and mid-sized
companies with a corporate governance framework that is appropriate
for a Group and Company of our size and nature.
The Board considers the principles and recommendations contained
in the QCA Code are appropriate and have therefore chosen to apply
the QCA Code. The updated 2018 QCA Code has 10 principles that
should be applied. Each principle is listed below together with an
explanation of how the Group and Company applies or otherwise
departs from each of the principles.
Principle One
Business Model and Strategy
The Online Blockchain PLC Group and Company (the "Company")
works as an incubator and investor in internet and information
businesses. The Company is currently focusing on blockchain
technology development. The Company's business model is to
establish new blockchain related ventures, using the Company's
inhouse technology expertise and working with partners to create
customer demand and interest in the Company's projects.
The Company also owns 17.64% of ADVFN PLC, www.advfn.com, a
leading supplier of financial data, and has in the past partnered
with ADVFN on the development of certain blockchain products.
The Company's development of blockchain products are still at an
early stage of development, but the Board anticipates that as
blockchain becomes more generally accepted as a technology, that
the Company will have the opportunity to monetise its current
initiatives.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and
having constructive dialogue with its shareholders. The Company has
close ongoing relationships with its brokers and shareholders.
Investors also have access to current information about the Company
via our Investor Relations (IR) website.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company
is reliant upon the efforts of the employees of the Company and its
contractors, suppliers, regulators and other stakeholders.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit
Committee and Finance team are responsible to the Board for
ensuring that procedures are in place and are being implemented
effectively to identify, evaluate and manage the significant risks
faced by the Company. The risk assessment matrix below sets out
those risks and identifies their ownership and the controls that
are in place. This matrix is updated as changes arise in the nature
of risks or the controls that are implemented to mitigate them. The
Audit Committee reviews the risk matrix and the effectiveness of
scenario testing on a regular basis. The following principal risks
and controls to mitigate them, have been identified:
Activity Risk Impact Control(s)
Management Recruitment and Reduction in operating Stimulating and
retention of key capability safe working environment
staff
Balancing salary
with longer term
incentive plans
Security Hacking / theft Loss of hardware Warm (on-line
/ data and or internet connected)
Crypto assets and Cold (off-line)
wallets
Alternative hosting.
Strategic Damage to reputation Inability to secure Effective communications
new capital or with shareholders
clients
Inadequate disaster Loss of key operational Secure off-site
recovery procedures and financial storage
data
Activity Risk Impact Control(s)
Financial Liquidity, market Inability to continue Robust capital
and credit risk as going concern management policies
Reduction in asset and procedures
values
Inappropriate Incorrect reporting Appropriate authority
controls and accounting of assets and investment
policies levels
Audit Committee
and Finance Team
An internal audit function is not considered necessary or
practical due to the size of the Company and the close day to day
control is exercised by the executive directors. However, the Board
will continue to monitor the need for an internal audit function.
The Board works closely with and has regular ongoing dialogue with
the Company financial controller and has established appropriate
reporting and control mechanisms to ensure the effectiveness of its
control systems.
Principle Five
A Well Functioning Board of Directors
As at the date hereof the Board comprised the executive Chairman
Michael Hodges, CEO Clement Chambers, CFO and CTO Jonathan Mullins,
and Non-Executive Director, William Louden. Biographical details of
the current Directors are set out within Principle Six below.
Executive and Non-Executive Directors are subject to re-election at
intervals of no more than three years. All the Directors including
the Non-Executive Director are considered to be part time but are
expected to provide as much time to the Company as is required.
The Board meets informally throughout the year and at set times
on a more formal basis. The Compay has established a Finance team
together with an Audit Committee and a Remuneration Committee,
particulars of which appear hereafter. The Board has agreed that
appointments to the Board are made by the Board as a whole and so
has not created a Nominations Committee. William Louden is
considered to be an Independent Director. The Board notes that the
QCA recommends a balance between executive and non-executive
Directors and recommends that there be two independent
non-executives. While the Board considers that, to date, the Board
composition (including the executive role of the Chairman and the
single non-executive director) has been appropriate for the Company
given the size of the business, the board will review further
appointments as scale and complexity grows and in particular, the
potential appointment of an additional second independent
non-executive director to meet the QCA recommendation.
Directors attendance at Board Meetings
The Annual General Meeting of the company will take place on 29
December 2021 and the directors will attended either in person or
remotely. The management of the company and group revolves around
the 4 directors who are in constant contact and this limits the
need for formal board meetings which are reserved for occasions
when formal approval is required under company law. No such formal
board meetings were required this year. Both Michael Hodges and
Jonathan Mullins attended the audit planning meeting with from the
auditors, Saffery Champness LLP on a remote basis.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors. The Company
believes that the current balance of skills in the Board as a
whole, reflects a very broad range of commercial and professional
skills across geographies and industries and each of the Directors
has experience in public markets.
The Board recognises that it currently has a limited diversity
and this will form part of any future recruitment consideration if
the Board concludes that replacement or additional directors are
required.
The Board shall review annually the appropriateness and
opportunity for continuing professional development whether formal
or informal.
Clement Chambers
Chief Executive Officer
Co-founder of Online Blockchain plc, ADVFN plc and All IPO plc,
Clement Chambers has been involved in the software industry for
over 36 years as a pioneer of computer games, massively multiplayer
games, multimedia and the internet. He has written investment
columns for Wired Magazine, Forbes, The Business, The Scotsman and
broadcasts on investment matters for SKY News, CNBC and the BBC.
Chambers takes an active role in all aspects of the company, from
product and staff development to revenue generation and the
day-to-day running etc. He is a member of the Remuneration
Committee. He has been a Non-Executive Director of Avarae Global
Coins PLC since November 2010.
Michael Hodges
Chairman
Co-founder of Online Blockchain plc, Michael Hodges has over 36
years experience in computer software development and publishing,
while working with multi-user and Internet projects for many years.
He co-founded Online Blockchain plc, ADVFN plc and All IPO plc. He
is currently a director of All IPO plc. Michael has responsibility
for all legal and contractual issues and general business
development. He is a member of the Audit Committee and of the
Remuneration Committee and part of the Finance team.
Jonathan Mullins
CFO & CTO
Jonathan Mullins has been involved in the development of a wide
variety of on-line and internet services for over 21 years. He is
responsible for the entire technical department of Online
Blockchain and has overseen the growth of the company's technology
since its early days, including the development of its proprietary
service. As CFO Jonathan is head of the Finance team and chairs the
Audit Committee. Jonathan is currently a director of ADVFN plc.
William Louden
Non-Executive Director
Ex-President of GE global consumer business unit with operations
in Japan, the UK and Currently, Director, International Business
Institute, Department Chair, International Business at Austin
Community College, and Professor of Digital Media at St. Edward's
University, Mr Louden has been teaching since 2002.
As an early developer and participant in online computing and a
long-time interactive services industry executive, Mr Louden has
over 31 years of experience in internet products and services,
including electronic commerce and billing systems, interactive
games, and new product design and development. He was formerly
president of a GE online strategic business unit, senior vice
president at Delphi Internet leading a UK Internet start-up
operations for News Corp, President and COO at Preference
Technologies, a public B2B Internet services company, and Founder
and CEO at Peer Forward, a data mining software company.
Between 1979 and 1984 at Compuserve, Mr Louden was responsible
for personal computing and communication product lines, including
InfoPlex, a CompuServe commercial store and forward system, which
was re-designed and developed under William as a consumer product,
renamed as "EMAIL" and launched in 1981 (and subsequently
trademarked by Compuserve between 1983 and 1984). Mr Louden is
particularly recognised for his role in leading the development and
commercialisation of multi-player games at Compuserve (and
thereafter as founder of the GEnie online service at General
Electric), including MegaWars, the first commercial multi-player
online game. Mr. Louden has provided consulting services including
market entry analysis, planning, product design, operations
management, and/or intellectual property evaluations for various
clients including U.S. West, News Corporation, Sony, Electronic
Arts, and other entertainment companies.
In due course it is expected that Mr Louden will become involved
with either the Audit or Remuneration Committee.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual
Directors is to be undertaken in the form of appraisal and
discussions to determine the effectiveness and performance as well
as the Directors' continued independence.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and
risk will impact the corporate culture of the Company as a whole
and that this will impact the performance of the Company. That
culture will also greatly impact the way that employees behave.
The corporate governance arrangements that the Board has adopted
are designed to ensure that the Company delivers long term value to
its shareholders and that shareholders have the opportunity to
express their views and expectations for the Company.
A large part of the Company's activities are centred upon what
needs to be an open and respectful dialogue with employees, clients
and other stakeholders. Therefore, the importance of sound ethical
values and behaviours is crucial to the ability of the Company to
successfully achieve its corporate objectives. The Board places
great importance on this aspect of corporate life and seeks to
ensure that this flows through all that the Company does. The
directors consider that at present the Company has an open culture
facilitating comprehensive dialogue and feedback and enabling
positive and constructive challenge. The Company has adopted, with
effect from the date on which its shares were admitted to AIM, a
code for Directors' and employees' dealings in securities which is
appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities
rests with the Board, the respective responsibilities of the
Chairman and Chief Executive Officer arising as a consequence of
delegation by the Board. The Board has adopted appropriate
delegations of authority which set out matters which are reserved
to the Board. The Chairman is responsible for the effectiveness of
the Board, while management of the Company's business and primary
contact with shareholders has been delegated by the Board to the
Chief Executive Officer.
Audit Committee
During the financial year ended 30 June 2022 the Audit Committee
has been chaired by Jonathan Mullins. This committee has primary
responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Company is properly
measured and reported. It receives reports from the executive
management and auditors relating to the interim and annual accounts
and the accounting and internal control systems in use throughout
the Company. The Audit Committee has unrestricted access to the
Company's auditors and auditors have the opportunity to discuss
accounting and control issues with senior finance staff.
Remuneration Committee
The Remuneration Committee currently comprises Clement Chambers
and Michael Hodges. The Remuneration Committee reviews the
performance of the executive directors and employees and makes
recommendations to the Board on matters relating to their
remuneration and terms of employment. The Remuneration Committee
also considers and approves the granting of share options pursuant
to the share option plan and the award of shares in lieu of bonuses
pursuant to the Company's Remuneration Policy.
Nominations Committee
The Board has agreed that appointments to the Board will be made
by the Board as a whole and so has not created a Nominations
Committee.
Non-Executive Directors
The Board has adopted guidelines for the appointment of
Non-Executive Directors which have been in place and which have
been observed throughout the year. These provide for the orderly
and constructive succession and rotation of the Chairman and
non-executive directors insofar as both the Chairman and
non-executive directors will be appointed for an initial term of
three years and may, at the Board's discretion believing it to be
in the best interests of the Company, be appointed for subsequent
terms.
In accordance with the Companies Act 2006, the Board complies
with: a duty to act within their powers; a duty to promote the
success of the Company; a duty to exercise independent judgement; a
duty to exercise reasonable care, skill and diligence; a duty to
avoid conflicts of interest; a duty not to accept benefits from
third parties and a duty to declare any interest in a proposed
transaction or arrangement.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and
having constructive dialogue with its shareholders. The Company has
close ongoing relationships with its private shareholders.
Institutional shareholders and analysts have the opportunity to
discuss issues and provide feedback at meetings with the
Company.
Investors also have access to current information on the Company
though its website, www.onlineblockchain.io, and via Clement
Chambers, CEO, who is available to answer investor relations
enquiries.
The Company shall include, when relevant, in its annual report,
any matters of note arising from the audit or remuneration
committees.
REPORT OF THE DIRECTORS
The Directors present their report and the audited financial
statements for the year ended 30 June 202 2 .
PRINCIPAL ACTIVITIES
The principal activity of the Group is that of an incubator and
investor in technology companies including internet and information
businesses, developers, administrators and custodians of
blockchains and cryptocurrencies.
RESULTS
The loss for the financial year amounted to GBP1,018,000 (2021:
profit of GBP21,000). The Directors do not propose the payment of a
dividend (2021: GBPnil).
DIRECTORS
The Directors set out below held office throughout the year
except where stated:
M J Hodges
C H Chambers
J B Mullins
W Louden
Michael Hodges will retire by rotation and being eligible, offer
himself up for re-election. The Directors' interests in the shares
of the company are shown in the Remuneration Report.
SUBSTANTIAL SHAREHOLDERS
At November 2022 the Directors were aware of the following
shareholdings in excess of 3% of the Company's issued share
capital:
Shareholding % Shareholding %
Ordinary Deferred
Clement Chambers 1,529,364 10.7 1,504,364 23.7
Michael Hodges 1,365,642 9.5 1,132,014 17.8
FINANCIAL RISK MANAGEMENT
Information relating to the Company's financial risk management
is detailed in note 22 to the financial statements.
GOING CONCERN
The financial statements have been prepared on the going concern
basis which assumes the Group will continue in existence for the
foreseeable future. The Directors have prepared a detailed forecast
of future trading, the Directors believe that this will gradually
improve over the next 12 months with revenue being generated
through the development and then selling of a NFT and the trading
of crypto coins that will include the Umbria coin. Inevitably this
does bring uncertainty due to the volatility of the market and the
demand for the NFT to enable it to generate revenue for the Group.
The Group cash balance at the year-end is GBP765,207. In addition,
to maintain liquidity, the Group has access to an overdraft
facility amounting to GBP50,000 and, if necessary, the option is
available to raise additional funds on the market or, ultimately,
to sell shares in ADVFN Plc and if required for the directors to
waive some or part of their salaries.
While the directors remain confident that there are viable
options to raise additional funds if required, as at the date of
this report these are not secured, and accordingly there is
material uncertainty that may cast doubt over the Group's ability
to continue as a going concern. The financial statements have been
prepared on a going concern basis. The financial statements do not
include the adjustments that would result if the Group was unable
to continue as a going concern.
EVENTS AFTER THE BALANCE SHEET DATE
Following the resignation of Michael Hodges from ADVFN in July
2022, the Board considered that the Company will no longer have
significant influence over ADVFN plc and therefore it will be
treated as an arm's length investment.
STRATEGIC REPORT
Information in respect of the Research and Development and
Future Developments of the Business is not shown in the Report of
the Directors because it is presented in the Strategic Report in
accordance with s414C(11) of the Companies Act 2006.
REPORT OF THE DIRECTORS (continued)
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year under that law the Directors
have prepared the financial statements under applicable law and
UK-adopted international accounting standards as at 30 June 2022.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs and profit or loss of the company and
group for that period. In preparing these financial statements, the
Directors are required to:
-- select suitable accounting policies and then apply them
consistently;
-- make judgments and accounting estimates that are reasonable
and prudent;
-- state whether applicable IFRSs for Group and Company have
been followed, subject to any material departures disclosed and
explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors confirm that:
-- so far as each Director is aware, there is no relevant audit
information of which the company's auditor is unaware; and
-- the Directors have taken all the steps that they ought to
have taken as Directors to make themselves aware of any relevant
audit information and to establish that the auditor is aware of
that information.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
AUDITOR
In accordance with section 489(4) of the Companies Act 2006, a
resolution proposing the reappointment of Saffery Champness LLP
will be put to the members at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
Clement Chambers
CEO
22 December 2022
REMUNERATION REPORT
Directors' emoluments
Salary Annual Share 2022 2022 2021 2021
& fees bonus based Total Pension Total Pension
payment
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Executive Directors
M J Hodges 100 20 - 120 - 70 -
C H Chambers 100 20 - 120 - 70 -
J B Mullins - 5 - 5 - - -
Non-Executive
Directors
W Louden 15 - - 15 - 15 -
215 45 260 - 155 -
======== ======== ========= ======== ========= ======== =========
Remuneration policy for Executive Directors
The Company's policy on Executive Director's remuneration is
to:
-- attract and retain high quality executives by paying
competitive remuneration packages relevant to each Director's role,
experience and the external market. The packages include employment
related benefits including contributions to private pension
plans;
-- incentivise Directors to maximise shareholder value through
share options which are granted at an exercise price at the market
price at date of grant are normally exercisable for a period of 7
years and lapse if an employee leaves.
Service contracts
The Executive Directors have contracts with a thirty-six month
notice period.
Directors' interests in shares
The interests of the Directors holding office at the year end in
the ordinary and deferred shares of the Company at 30 June 2022 and
30 June 2021 are as shown below:
2022 2022 2021 2021
Ordinary Deferred Ordinary Deferred
5p 45p 5p 45p
Number Number Number Number
C H Chambers 1,529,364 1,504,364 1,529,364 1,504,364
M J Hodges 1,365,642 1,132,014 1,365,642 1,132,014
J B Mullins 164,486 164,486 164,486 164,486
The market price of the 5p Ordinary shares at 30 June 202 2 was
19 .50 (202 1 : 38.00 p). The range during the year was 18.50 to
62.00 (202 1 : 12.00p to 99.00 p).
Directors' interests in share options
The details of the options held by each Director at 30 June 202
2 are as follows:
Grant Vesting Lapse date M J Hodges C H Chambers J B Mullins W Louden Total
date date
01.07.10 02.09.15 01.09.22 150,000 150,000 150,000 450,000
02.05.18 31.10.18 31.10.22 50,000 50,000
150,000 150,000 150,000 50,000 500,000
========== ============ =========== ======== =======
For the details of options granted and exercised please see note
20.
Independent auditor's report to the members of Online Blockchain
Plc
Qualified opinion
We have audited the financial statements of Online Blockchain
Plc (the 'parent company') and its subsidiaries (the 'group') for
the year ended 30 June 2022 which comprise the Consolidated Income
Statement, Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Company Balance Sheet, Consolidated
Statement of Changes in Equity, Company Statement of Changes in
Equity, Consolidated Cash Flow Statement, Company Cash Flow
Statement and notes to the financial statements, including
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
UK-adopted international accounting standards.
In our opinion, except for the possible effects of the matter
described in the basis for qualified opinion section of our report,
the financial statements:
-- give a true and fair view of the state of affairs of the
group and of the parent company as at 30 June 2022 and of the
group's loss for the period then ended;
-- have been properly prepared in accordance with UK-adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
We have been unable to satisfy ourselves over the initial
recognition of Umbria crypto coins together with income that the
Company has earned when trading on the Umbria Bridge. The directors
have concluded that the coins were gifted from a related party but
that no initial accounting entry was required due to the coins
having no active market and at the year end the value of the coins
should be shown as GBPNil for the years ended 30 June 2021 and 30
June 2022. Due to the lack of information available regarding the
nature of the initial investment we have been unable to determine
whether the accounting treatment is appropriate and in accordance
with accounting standards and therefore whether any adjustment is
required to the income statement or equity in respect of this.
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard as applied to listed
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our qualified opinion.
Material uncertainty relating to going Concern
We draw attention to note 2 to the financial statements, which
details that the group's financial forecasts are based upon a
number of assumptions including trading activity of crypto coins,
in particular Umbria coin, and the development of non-fungible
tokens (NFTs) in order to generate income and cash. In the event
that these activities do not generate cash flows the directors
would pursue other funding strategies. However, as stated in note 2
the volatility of the crypto market, particularly in light of
current economic conditions, and the possibility that the NFTs may
not generate future cashflows indicate that material uncertainties
exist that may cast significant doubt on the ability of the group
and company to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the group and the parent
company's ability to continue to adopt the going concern basis of
accounting included:
-- Obtaining the directors' going concern assessment and
supporting cash flow forecasts for the next three years;
-- Critically appraising and assessing for arithmetical accuracy
the directors' formal going concern assessment;
-- Reviewing the cash flow forecasts, stress testing the
forecasts under a range of scenarios including sensitising to key
assumptions such as revenue growth year on year and the level of
expenditure on development and overheads and the continued impact
of inflation on the expenditure being incurred;
-- Discussing events after the reporting date with the directors
to assess their impact on the going concern assumption, including
comparison of the post year-end cash balances to forecast
positions;
-- Considering how the impact of the current economic climate
has been factored into the forecasts including mitigating actions
taken to reduce the impact;
-- Reviewing the disclosures in the financial statements
regarding the impact of current economic climate and the going
concern status of the group; and
-- Considering the form of our audit opinion.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
We tailored the scope of our audit to ensure that we obtained
sufficient evidence to support out opinion on the financial
statements as a whole, taking into account the structure of the
group and the parent company, the accounting processes and controls
and the industry in which they operate.
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at areas where the directors
made subjective judgements for example in respect of significant
accounting policies that involved making assumptions and
considering future events that are inherently uncertain.
The group consists of the parent company and its subsidiaries,
which includes UK and overseas companies. Materiality and the risks
of material misstatement were assessed at subsidiary level for our
audit procedures on the subsidiaries, both in the UK and
overseas.
The risks of material misstatement that had the greatest effect
on our audit, including the allocation of our resources and effort,
are discussed under "Key audit matters" within this report.
Our group audit scope included an audit of the group and parent
company financial statements. We performed an assessment to
determine which components were significant to the group.
Significant components were deemed to be those which financially
contributed greater than 5% of the group's revenue.
None of the UK or overseas components were identified as
significant. Audit testing was performed on these components at a
group level on significant risk areas together with analytical
procedures. The significant risk area identified was recoverability
of intercompany balances. We have discussed the balances with the
directors to ensure they were complete, obtained and reviewed
intercompany matrix, considered the recoverability of intercompany
debt by looking at net assets positions of each company and
reviewed consolidation workings to ensure all balances were removed
from consolidation.
At group level we also tested the consolidation process to
confirm our conclusion that there were no significant risks of
material misstatement in the consolidated financial
information.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In addition to the matter described in the basis for qualified
opinion section and the matter described in the Material
uncertainty related to going concern section, we have determined
the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter How our scope addressed this
matter
Valuation of investments
The group's 17.64% Our audit procedures included
shareholding the following:
in ADVFN Plc is accounted for * Reviewing the accounting treatment of the investment
as an associate using the in ADVFN Plc in accordance with IAS 28
equity
accounting method in
accordance * Obtained and critically assessed the directors'
with IAS 28. At the 30 June impairment review of the investment in ADVFN Plc in
2022 accordance with IAS 36
the company was able to exert
its influence over ADVFN Plc
via * Recalculating the share of the loss in ADVFN Plc in
the commonality of board accordance with its shareholding.
members.
The investment in ADVFN Plc is
a key balance in the group and Based upon our audit procedures,
parent company's financial we noted no material exceptions
statements. and considered the directors'
As a result, a misstatement of judgements to be supported and
the investment may key assumptions to be within reasonable
significantly ranges.
affect the reported results We concurred with the directors'
and assessment that the investment
financial position. in ADVFN Plc is not impaired at
the year end and found no material
misstatement in the measurement
of the investment.
-------------------------------------------------------------------------
Valuation of Crypto assets
held Our audit procedures included
as Intangible assets the following:
Online Blockchain PLC own 2.5m * Confirming ownership of the crypto through reviewing
Umbrian. OBC also earnt agreements and the wallet they are held in
commission
on the coins held on a Umbria
cryptocurrency platform * Auditing the transactions that have arisen via access
leading to the wallet that holds the coins and thirty party
to them owning further evidence from the crypto exchange the company is
Cryptocurrency trading on.
coins at the year ended 30
June
2022. * Confirmation of the valuation of the coins through
3rd party sources.
The coins are designed to be
traded
on an exchange whether that is * Confirming the accounting treatment is appropriate
the Umbria Bridge or another based on our understanding of the transaction and the
exchange documentation provided by the client.
and therefore their value can
fluctuate through the profit
and
loss account. Based upon our audit procedures,
we noted no material misstatement
As the coins are a form of in the valuation of crypto assets.
digital
money with no physical
substance
it is important to establish
who
has ownership and control,
therefore
entitled to the economic
benefits.
It is also important to
confirm
the accounting for the coins
earnt
in the current year is in
accordance
with the accounting standards
and then disclosed accordingly
in the financial statements.
Due to uncertainty around the
accounting treatment of the
transactions
that resulted in the company
obtained
various cryptocurrencies and
the
valuation of the coins at the
transaction date and at the
year
end, the accounting of the
coins
may significantly impact the
results
of the financial statements.
-------------------------------------------------------------------------
Our application of materiality
We apply the concept of materiality in planning and performing
our audit, in evaluating the effect of any identified misstatements
and in forming our opinion. Our overall objective as auditor is to
obtain reasonable assurance that the financial statements as a
whole are free from material misstatement, whether due to fraud or
error. We consider a misstatement to be material where it could
reasonably be expected to influence the economic decisions of the
users of the financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceeds materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below this level will
not necessarily be evaluated as immaterial as we also take into
accounts of the qualitative nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating
their effect on the financial.
Based on our professional judgement and taking into account the
possible metrics used by investors and other readers of the
accounts, we have determined an overall group materiality of
GBP54,000 based on 2.5% of gross assets per the draft financial
information at the planning stage. Materiality of GBP47,000 was
used for the parent company was also based on 2.5% of gross assets
per draft financial statements at the planning stage.
Group performance materiality was set at GBP45,000 representing
80% of overall materiality. The parent company performance
materiality was also set at GBP45,000.
We agreed to report all individual audit differences in excess
of GBP3,000 in relation to the group and GBP2,000 for the parent
company, being the level below which misstatements are considered
to be clearly trivial. We also agreed to report any other
identified misstatements that warranted reporting on qualitative
grounds.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information we are required to report that fact.
As described in the basis for qualified opinion section of the
report, we were unable satisfy ourselves over the initial
accounting for the recognition of the Umbria crypto coins together
with income that the Company has earned when trading on the Umbria
Bridge. We have concluded that where the other information refers
to the initial balance sheet transactions and subsequent income
statement movements, it may be materially misstated for the same
reason.
Opinions on other matters prescribed by the Companies Act
2006
Except for the possible effects of the matter described in the
basis for qualified opinion section of our report, in our opinion,
based on the work undertaken in the course of the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified
opinion section of our report, in the light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the
Directors' Report.
Arising solely from the limitation on the scope of our work
relating to crypto assets on the Umbria network, referred to
above:
-- we have not obtained all the information and explanations
that we considered necessary for the purpose of our audit; and
-- we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- returns adequate for our audit have not been received from
branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities
Statement set out on page 14, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the group and parent financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The specific
procedures for this engagement and the extent to which these are
capable of detecting irregularities, including fraud are detailed
below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company's
financial statements to material misstatement and how fraud might
occur, including through discussions with the directors,
discussions within our audit team planning meeting, updating our
record of internal controls and ensuring these controls operated as
intended. We evaluated possible incentives and opportunities for
fraudulent manipulation of the financial statements. We identified
laws and regulations that are of significance in the context of the
group and parent company by discussions with directors and by
updating our understanding of the sector s in which the group and
parent company operate.
Laws and regulations of direct significance in the context of
the group and parent company include The Companies Act 2006, the
AIM Rules for Companies and UK Tax legislation .
Audit response to risks identified:
We considered the extent of compliance with these laws and
regulations as part of our audit procedures on the related
financial statement items including a review of group and parent
company financial statement disclosures. We reviewed the parent
company's records of breaches of laws and regulations, minutes of
meetings and correspondence with relevant authorities to identify
potential material misstatements arising. We discussed the parent
company's policies and procedures for compliance with laws and
regulations with members of management responsible for
compliance.
During the planning meeting with the audit team, the engagement
partner drew attention to the key areas which might involve
non-compliance with laws and regulations or fraud. We enquired of
management whether they were aware of any instances of
non-compliance with laws and regulations or knowledge of any
actual, suspected or alleged fraud. We addressed the risk of fraud
through management override of controls by testing the
appropriateness of journal entries and identifying any significant
transactions that were unusual or outside the normal course of
business. We assessed whether judgements made in making accounting
estimates gave rise to a possible indication of management bias. At
the completion stage of the audit, the engagement partner's review
included ensuring that the team had approached their work with
appropriate professional scepticism and thus the capacity to
identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of it.
Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities is available on
the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities . This description forms
part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to
the parent company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the parent company and the
parent company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
.........................................
Jamie Cassell (Senior Statutory Auditor)
for and on behalf of Saffery Champness LLP
Chartered Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
22 December 2022
Consolidated income statement
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
Revenue 3 107 65
Cost of sales - (5)
---------- --------
Gross profit 107 60
Other administrative expenses (948) (425)
---------- --------
Total administrative expenses (948) (425)
Other operating income 4 - 124
---------- --------
Operating loss 4 (841) (241)
Finance expense 7 - (1)
Impairment of investment in Encryptid
Gaming 12 - (18)
Share of post-tax (loss)/profit of equity
accounted associate 12 (214) 285
(Loss)/profit before tax (1,055) 25
Taxation 8 37 4
---------- --------
(Loss)/profit from continuing operations (1,018) 29
(Loss)/profit from discontinued operations - (8)
---------- --------
Total (loss)/profit for the period attributable
to shareholders of the parent (1,018) 21
(Loss)/earnings per share from continuing
operations
Basic 9 (8.91) p 0.25 p
Diluted 9 (8.91) p 0.26 p
(Loss)/earnings per share from total
operations
Basic 9 8.91) p 0.18 p
Diluted 9 (8.91) p 0.19 p
========== ========
Consolidated statement of comprehensive
income
30 June 30 June
2022 2021
GBP'000 GBP'000
(Loss)/profit for the period (1,018) 21
Other comprehensive income:
Items that will not be reclassified subsequently
to profit or loss:
Items that will be reclassified subsequently
to profit or loss:
Exchange differences on translation of
foreign operations 2 (6)
Total other comprehensive income 2 (6)
Total comprehensive (loss)/income for
the year attributable to shareholders of
the parent (1,016) 15
========== ========
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Consolidated balance sheet
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
Assets
Non-current assets
Intangible assets 10 36 -
Property, plant and equipment 11 4 1
Other receivables 15 1 -
Investment in associate 12 1,101 1,419
1,142 1,420
Current assets
Trade and other receivables 15 22 29
Corporation tax receivable 4 4
Cash and cash equivalents 765 1,497
-------- --------
791 1,530
Total assets 1,933 2,950
Equity and liabilities
Equity
Issued capital 19 3,574 3,574
Share premium 1 4,484 4,484
Share based payment reserve 20 65 65
Foreign exchange reserve 1 (3) (5)
Retained earnings 1 (6,217) (5,199)
-------- --------
1,903 2,919
Current liabilities
Trade and other payables 17 29 31
Deferred tax liability 1 -
Total liabilities 30 31
Total equity and liabilities 1,933 2,950
======== ========
The financial statements on pages 19 to 48 were authorised for
issue by the Board of Directors on 22(nd) December 2022 and were
signed on its behalf by:
Clement Chambers
CEO
22 December 2022
Company number: 03203042
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Company balance sheet
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
Assets
Non-current assets
Intangible assets 10 36 -
Property, plant and equipment 11 4 1
Investment in associate 12 1,101 1,419
1,141 1,420
Current assets
Trade and other receivables 15 50 44
Cash and cash equivalents 751 1,485
-------- --------
801 1,529
Total assets 1,942 2,949
Equity and liabilities
Equity
Issued capital 19 3,574 3,574
Share premium 1 4,484 4,484
Share based payment reserve 20 65 65
Retained earnings 1 (6,211) (5,227)
-------- --------
1,912 2,896
Current liabilities
Trade and other payables 17 29 53
Deferred tax liability 1 -
Total liabilities 30 53
-------- --------
Total equity and liabilities 1,942 2,949
======== ========
As permitted by Section 408 of the Companies Act 2006, the
income statement and statement of comprehensive income of the
parent company is not presented as part of these financial
statements. The parent company's result after taxation for the
financial year was a loss of GBP984,000 (202 1 : profit of GBP18
,000 ).
The financial statements on pages 18 to 48 were authorised for
issue by the Board of Directors on 22(nd) December 2022 and were
signed on its behalf:
Clement Chambers
CEO
22 December 2022
Company number: 03203042
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Consolidated statement of changes in equity
Share Share Share Foreign Retained Total
capital premium based exchange earnings equity
payment reserve
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2020 3,292 3,155 64 1 (5,269) 1,243
Transactions with equity
shareholders:
Share issue 282 1,470 - - - 1,752
Recycle option cost - - (52) - 52 -
Share based payment (issue
costs) - (53) 53 - - -
Share issue costs - (88) - - - (88)
Net asset movements of
associate - - - - (3) (3)
Profit for the year after
tax - - - - 21 21
Exchange differences
on translation of foreign
operations - - - (6) - (6)
--------- --------- --------- ---------- ---------- --------
Total other comprehensive
income - - - (6) - (6)
--------- --------- --------- ---------- ---------- --------
Total comprehensive income - - - (6) 21 15
--------- --------- --------- ---------- ---------- --------
At 30 June 2021 3,574 4,484 65 (5) (5,199) 2,919
Transactions with equity - - - - - -
shareholders:
Profit/(loss) for the
year after tax - - - - (1,018) (1,018)
Exchange differences
on translation of foreign
operations - - - 2 - 2
--------- --------- --------- ---------- ---------- --------
Total other comprehensive
income - - - 2 - 2
--------- --------- --------- ---------- ---------- --------
Total comprehensive income - - - 2 (1,018) (1,016)
--------- --------- --------- ---------- ---------- --------
At 30 June 2022 3,574 4,484 65 (3) (6,127) 1,903
========= ========= ========= ========== ========== ========
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Company statement of changes in equity
Share Share Share Retained Total
capital premium based earnings equity
payment
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 July 2020 3,292 3,155 64 (5,294) 1,217
Transactions with equity shareholders:
Share issue 282 1,470 - - 1,752
Recycle option cost - - (52) 52 -
Share based payment expense - (53) 53 - -
Share issue costs - (88) - - (88)
Net asset movements of associate - - - (3) (3)
Total comprehensive income for
the year - - - 18 18
--------- --------- --------- ---------- --------
At 30 June 2021 3,574 4,484 65 (5,227) 2,896
Transactions with equity shareholders:
Profit/(loss) for the year after
tax - - - (984) (984)
Total comprehensive income - - - -
At 30 June 2022 3,574 4,484 65 (6,211) 1,912
========= ========= ========= ========== ========
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Consolidated cash flow statement
12 months 12 months
to to
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit for the year from continuing
operations (1,018) 29
(Loss)/profit for the year from discontinued
operations - (8)
Loss/(profit) from equity accounted associate 214 (285)
Intangible crypto assets received from (36) -
Umbria Bridge
Net finance charge in the income statement 7 - 1
Impairment of investment in Encryptid
Gaming - 18
Depreciation of property, plant & equipment 11 2 29
Decrease/(increase) in trade and other
receivables 15 7 87
Decrease in trade and other payables 18 (2) (8)
Net cash used by operating activities (833) (137)
Cash flows from investing activities
Payments for property plant and equipment 11 (5) -
Dividends received 104
---------- ----------
Net cash used by investing activities 99 -
Cash flows from financing activities
Share issues - 1,664
(Repay)/draw bank overdraft - (27)
Repay lease - (13)
Interest paid - (1)
Net cash generated by financing activities - 1,623
Net (decrease)/increase in cash and cash
equivalents (734) 1,486
Foreign exchange difference 2 (6)
Cash and cash equivalents at the start
of the period 1,497 17
---------- ----------
Cash and cash equivalents at the end of
the period 765 1,497
========== ==========
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Company cash flow statement
12 months 12 months
to to
30 June 30 June
2022 2021
Notes GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit for the year (984) 18
(Loss)/profit from equity accounted associate 214 (285)
Intangible crypto assets received from (36) -
Umbria Bridge
Impairment of investment in Encryptid
Gaming - 18
Depreciation of property, plant & equipment 11 2 16
(Increase)/decrease in trade and other
receivables 14 (6) 90
(Decrease) in trade and other payables 17 (23) (20)
Net cash used by operating activities (833) (163)
Cash flows from investing activities
Payments for property plant and equipment 11 (5) -
Dividends received 104
---------- ----------
Net cash used by investing activities 99 -
Cash flows from financing activities
Share issues - 1,664
(Repay)/draw bank overdraft 16 - (27)
Net cash generated by financing activities - 1,637
Net (decrease)/increase in cash and cash
equivalents (734) 1,474
Cash and cash equivalents at the start
of the period 1,485 11
---------- ----------
Cash and cash equivalents at the end of
the period 751 1,485
========== ==========
The accompanying accounting policies and notes on pages 26 to 48
form an integral part of these financial statements.
Notes to the financial statements
1. General information
The principal activity of Online Blockchain Plc ("the Company")
and its subsidiaries (together "the Group") is that of an incubator
and investor in internet and information businesses, developers,
administrators and custodians of blockchains and
cryptocurrencies.
The principal trading subsidiaries are Awesome Animation Limited
and Online Development Inc.
The Company is a public limited company which is quoted on the
AIM of the London Stock Exchange and is incorporated in England and
Wales and domiciled in the UK. The address of the registered office
is First Floor, 85 Great Portland Street, London, W1W 7LT.
The registered number of the company is 03203042.
Exemption from audit
For the year ended 30 June 2022 Online Blockchain Plc has
provided a guarantee in respect of all liabilities due by its
subsidiary company Awesome Animation Limited (Company No. 11166820)
thus entitling it to exemption from audit under section 479A of the
Companies Act 2006 relating to subsidiary companies.
2. Summary of significant accounting policies
Basis of preparation
The consolidated and company financial statements are for the
year ended 30 June 2022. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards as at 30 June 2022. The
consolidated and company financial statements have been prepared
under the historical cost convention and are presented in Sterling
rounded to the nearest thousand (GBP'000) except where indicated
otherwise.
Going concern
The financial statements have been prepared on the going concern
basis which assumes the Group will continue in existence for the
foreseeable future. The Directors have prepared a detailed forecast
of future trading, the Directors believe that this will gradually
improve over the next 12 months with revenue being generated
through the development and then selling of a NFT and the trading
of crypto coins that will include the Umbria coin. Inevitably this
does bring uncertainty due to the volatility of the market and the
demand for the NFT to enable it to generate revenue for the Group.
The Group cash balance at the year-end is GBP765,207. In addition,
to maintain liquidity, the Group has access to an overdraft
facility amounting to GBP50,000 and, if necessary, the option is
available to raise additional funds on the market or, ultimately,
to sell shares in ADVFN Plc and if required for the directors to
waive some or part of their salaries.
While the directors remain confident that there are viable
options to raise additional funds if required, as at the date of
this report these are not secured, and accordingly there is
material uncertainty that may cast doubt over the Group's ability
to continue as a going concern. The financial statements have been
prepared on a going concern basis. The financial statements do not
include the adjustments that would result if the Group was unable
to continue as a going concern.
Standards and amendments to existing standards adopted in these
accounts
Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to
IFRS 7)
COVID-19 Related Rent Concessions (Amendments to IFRS 16)
The standards and amendments adopted in these accounts had no
material effect on the financial statements.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Standards, amendments and interpretations to existing standards
that are not yet effective and have not been early adopted by the
Company in the 30 June 2022 financial statements
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to
IAS 37)
Property Plant and Equipment: Proceeds before intended use.
(Amendments to IAS 16)
Annual improvements to IFRS Standards 2018-2020
References to Conceptual Framework (Amendments to IFRS 3)
Classification of liabilities as Current or Non-current
(Amendments to IAS 1)
IFRS 17 - Insurance Contracts
Amendments to IFRS 17 - Insurance Contracts; and Extension of
the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4
Insurance Contracts)
Disclosure of Accounting Policies (Amendments to IAS 1
Presentation of Financial Statements and IFRS Practice Statement 2
Making Materiality Judgements)
Definition of Accounting Estimates (Amendments to IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors)
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12 Income Taxes)
IAS 1 Presentation of Financial Statements and IAS 8 Accounting
policies, Changes in Accounting Estimates and Errors (Amendment -
Definition of Material)
IFRS 3 Business Combinations (Amendment - Definition of
Business)
Revised Conceptual Framework for Financial Reporting
The Directors continue to monitor developments in the relevant
accounting standards but do not believe that these changes will
significantly impact the Group.
Consolidation
The Group's financial statements consolidate those of the parent
company and all of its subsidiaries drawn up to 30 June 2022. The
parent controls a subsidiary if it is exposed, or has rights, to
variable returns from its involvement with the subsidiary and has
the ability to affect those returns through its power over the
subsidiary. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity. Subsidiaries
are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated on the date
control ceases.
Inter-company transactions, balances and unrealised gains and
losses (where they do not provide evidence of impairment of the
asset transferred) on transactions between Group companies are
eliminated.
Subsidiaries
The investment in the subsidiaries of the Group is held at cost
less any impairment. The two subsidiaries have been incorporated by
the parent so that the investment is an insignificant amount.
Equity accounting
Investments in associates for both the Company and the Group are
accounted for using the equity method. The Company owns 17.64%
(2020: 17.92%) of ADVFN plc. The investment in ADVFN plc is treated
for the purposes of financial reporting as an associate due to the
common directorships held between ADVFN plc and Online Blockchain
plc and the resulting level of significant influence over the
associate. This method results in the investor recognising the
investment at cost and thereafter adjusting to recognise the
Group's share of the results of the investee in the income
statement and net assets in the balance sheet. The share is based
on the percentage ownership the investor has in the investee.
The carrying amount of the investment in associates is increased
or decreased to recognise the Group's share of the profit or loss
and other comprehensive income of the associate.
Management reviews the investment for impairment on a regular
basis, based on the indicators provided in IAS28. Although ADVFN is
loss making in the current year, this is not expected to be 'other
than temporary' and the market value of the investment is higher
than the carrying value, therefore no impairment has been deemed
necessary.
Financial assets at fair value through profit and loss
Investments in equity shares for both the Company and the Group
are accounted for as financial assets at fair value through profit
and loss. This method results in an initial valuation at fair value
with any change in valuation being recognised in the income
statement.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Foreign currency translation
a) Functional and presentational currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency). The Company's functional currency and the Group's
presentational currency is Sterling.
b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at the
reporting period end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the
income statement.
c) Group companies
The results and financial position of all Group entities that
have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
-- Assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance
sheet.
-- Income and expenses for each income statement are translated
at the rate of exchange at the transaction date. Where this is not
possible, the average rate for the period is used but only if there
is no significant fluctuation in the rate and;
-- On consolidation, exchange differences arising from the
translation of the net investment in foreign entities are
recognised in other comprehensive income and accumulated in a
separate component of equity. Post transition exchange differences
are recycled to profit or loss as a reclassification adjustment
upon disposal of the foreign operation.
Revenue
Revenue is the fair value of the total amount receivable by the
Group for supplies of services. VAT or similar local taxes and
trade discounts are excluded. The Group derives revenue from
providing management services to its associate company ADVFN plc
for the purchase of advertising, from subscriptions to
freefaucet.io and from mining for crypto currency. The revenues of
the Group are now accounted for under the new standard IFRS 15
'Revenue from contracts with customers' and recognised as
follows:
-- Management fees - recognised over the period that management services are delivered
-- Subscriptions - the Faucet supply of crypto-currency is
available through a subscription service which is only available on
a month by month basis and therefore creates only an insignificant
revenue deferral. The revenue is recognised over each monthly
service period.
-- Crypto assets received from the Umbria Bridge network are
recorded as revenue in the month they are received into the
Company's "wallet". This is translated into the Company's
functional currency at the published exchange rates for the month
of the transactions.
Mining for crypto currency is out of scope for IFRS 15 as there
is no identifiable customer contract. Income is recognised at the
point in time that crypto currency is passed to the Group.
Employee benefits
The cost of pensions in respect of the Group's defined
contribution scheme is charged to profit or loss in the period in
which the related employee services were provided.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Property, plant and equipment
Property, plant and equipment are recorded at cost net of
accumulated depreciation and any provision for impairment.
Depreciation is provided using the straight-line method to write
off the cost of the asset less any residual value over its useful
economic life. The residual values of assets are reviewed annually
and revised where necessary. Assets' useful economic lives are as
follows:
Computer equipment 33% per annum over 3 years
Right of use lease asset the earlier of the end of the useful
life of the asset or the end of the lease term
Impairment
For the purposes of assessing impairment, assets are grouped at
the lowest level for which there are separately identifiable cash
flows. As a result some assets are tested individually for
impairment and some are tested at cash-generating unit level.
Assets not yet available for use are tested for impairment at
least annually. All other individual assets or cash-generating
units are tested 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
carrying amount exceeds the recoverable amount of the asset or
cash-generating unit. The recoverable amount is the higher of fair
value, reflecting market conditions less costs to sell, and value
in use based on an internal discounted cash flow evaluation. The
cashflow evaluations are a result of the Director's estimation of
future sales and expenses based on their past experience and the
current market activity within the business. All assets are
subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist.
Intangible assets
Intangible assets represent the holdings of crypto-currencies
held on the Umbria Bridge Network. These are recognised at fair
value when received as commission. They are subsequently held at
revaluation to the extent that there is an active market. Where
there is no active market, they are held at cost less any
accumulated amortisation. Increase as a result of revaluation are
recognised in other comprehensive income and accumulated in the
revaluation reserves. Decreases as a result of revaluation are
recognised in the income statement, unless reversing a previously
recognised gain which had been recorded in other comprehensive
income.
Financial assets
On initial recognition, the Group classifies its financial
assets as either financial assets at fair value through profit or
loss, at amortised cost or fair value through comprehensive income,
as appropriate. The classification depends on the purpose for which
the financial assets were acquired. At the reporting year-end the
financial assets of the Group were all classified as loans or
receivables.
Trade receivables
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
arise principally through the provision of goods and services to
customers but also incorporate other types of contractual monetary
assets.
They are initially recognised at fair value and measured
subsequent to initial recognition at amortised cost using the
effective interest method, less any impairment loss.
The Group's financial assets comprise trade receivables, other
receivables (excluding prepayments) and cash and cash
equivalents.
Trade and other receivables - impairment
As discussed in note 16, the need for impairment is reviewed by
management but is currently not deemed necessary.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short term highly liquid investments with
original maturities of three months or less, and - for the purpose
of the statement of cash flows - bank overdrafts. Bank overdrafts
are shown within loans and borrowings in current liabilities on the
consolidated statement of financial position
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Financial liabilities
The Group's financial liabilities include trade and other
payables.
Financial liabilities are recognised when the Group becomes a
party to the contractual agreements of the instrument. All interest
related charges are recognised as an expense in the income
statement. Borrowings consist of a bank overdraft and the lease
liability of the leased office accommodation.
Trade payables are recognised initially at their fair value, net
of transaction costs and subsequently measured at amortised costs
less settlement payments.
Income taxes
Current income tax assets and liabilities comprise those
obligations to fiscal authorities in the countries in which the
Group carries out its operations. They are calculated according to
the tax rates and tax laws applicable to the fiscal period and the
country to which they relate. All changes to current tax
liabilities are recognised as a component of tax expense in the
income statement unless the tax relates to an item taken directly
to equity in which case the tax is also taken directly to equity.
Tax relating to items recognised in other comprehensive income is
recognised in other comprehensive income.
Deferred income taxes are calculated using the liability method
on temporary differences. Deferred tax is generally provided on the
difference between the carrying amounts of assets and liabilities
and their tax bases. However, deferred tax is not provided on the
initial recognition of goodwill, nor on the initial recognition of
an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred tax on
temporary differences associated with shares in subsidiaries and
joint ventures is not provided if reversal of these temporary
differences can be controlled by the Group and it is probable that
reversal will not occur in the foreseeable future. In addition, tax
losses available to be carried forward as well as other income tax
credits to the group are assessed for recognition as deferred tax
assets.
Deferred tax liabilities are always provided for in full.
Deferred tax assets such as those resulting from assessing deferred
tax on the expense of share-based payments, are recognised to the
extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are calculated at tax rates
that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at
the balance sheet date.
Provisions, contingent liabilities and contingent assets
Provisions are recognised when the present obligations arising
from legal or constructive commitment resulting from past events,
will probably lead to an outflow of economic resources from the
Group which can be estimated reliably.
Provisions are measured at the present value of the estimated
expenditure required to settle the present obligation, based on the
most reliable evidence available at the balance sheet date.
All provisions are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.
Share based employee compensation
The Group operates equity settled share-based compensation plans
for remuneration of its employees.
All employee services received in exchange for the grant of any
share-based compensation are measured at their fair values. These
are indirectly determined by reference to the share options
awarded. Their value is appraised at the grant date and excludes
the impact of any non-market vesting conditions (e.g. profitability
or sales growth targets).
All share-based compensation is ultimately recognised as an
expense in the income statement with a corresponding credit to the
share-based payment reserve, net of deferred tax where applicable.
If vesting periods or other vesting conditions apply, the expense
is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable.
Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous
estimates. No adjustment to expense recognised in prior periods is
made if fewer share options ultimately are exercised than
originally estimated.
Upon exercise of share options, the proceeds received, net of
any directly attributable transaction costs, up to the nominal
value of the shares issued are reallocated to share capital with
any excess being recorded as additional share premium.
Where modifications are made to the vesting or lapse dates of
options the excess of the fair value of the revised options over
the fair value of the original options at the modification date is
expensed over the remaining vesting period.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Leases
The Group is a lessee of office premises and recognises a
right-of-use asset and a lease liability for most leases under the
modified retrospective approach.
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 before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the underlying asset
or the site on which it is located, less any lease incentive
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 property and
equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
Lease payments included in the measurement of the lease
liability comprise the following:
- fixed payments, including in-substance fixed payments
- variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement
date
- amounts expected to be payable under a residual value guarantee, and
- the exercise price under a purchase option that the group is
reasonably certain to exercise, lease payments in an optional
renewal period if the group is reasonably certain to exercise such
an option to extend and penalties for early termination of a lease
unless the group is reasonably certain not to terminate early.
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,
if there is a change in the group's estimate of the amount expected
to be payable under a residual value guarantee or if the group
changes its 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.
The group presents right-of-use assets in 'property, plant and
equipment' and lease liabilities in 'loans and borrowings' in the
statement of financial position.
Equity
Issued capital
Ordinary shares are classified as equity. The nominal value of
shares is included in issued capital.
Share premium
The share premium account represents the excess over nominal
value of the fair value of consideration received for equity
shares, net of the expenses of the share issue.
Share based payment reserve
The share-based payment reserve represents equity settled
share-based employee remuneration until such share options are
exercised.
Foreign exchange reserve
The foreign exchange reserve represents foreign exchange gains
and losses arising on translation of investments in overseas
subsidiaries into the consolidated financial statements.
Retained earnings
The retained earnings include all current and prior period
results for the Group and the post-acquisition results of the
Group's subsidiaries as determined by the income statement.
Dividends
Final equity dividends to the shareholders of Online Blockchain
Plc are recognised in the period that they are approved by
shareholders. Interim equity dividends are recognised in the period
that they are paid.
Dividends receivable are recognised when the Company's right to
receive payment is established.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Use of key accounting estimates and judgements
Many of the amounts included in the financial statements involve
the use of judgement and/or estimation. These judgements and
estimates are based on management's best knowledge of the relevant
facts and circumstances, having regard to prior experience, but
actual results may differ from the amounts included in the
financial statements. Information about such judgements and
estimates is contained in the accounting policies and/or the notes
to the financial statements and the key areas are summarised
below:
Judgements in applying accounting policies
-- The Directors have used their judgement to decide whether the
Company should be treated as a going concern and whether it will be
able to continue in existence for the foreseeable future. Directors
must consider the latest forecasts, together with the cash
resources, if any, available to them. The Company has a significant
investment in the shares of ADVFN Plc therefore the Directors have
judged that it is appropriate for the financial statements to be
prepared on the going concern basis.
-- The Directors must consider whether the investment in ADVFN
gives sufficient influence over the investee so as to require the
investee to be considered an associate. Online Blockchain holds an
investment of 17.92% and, there were joint directorships during the
year ended 30 June 2022 to the extent that significant influence
clearly existed and therefore ADVFN is considered an associate of
the company.
-- The Directors must assess whether there is any impairment to
be made in the carrying value of the on the balance sheet of the
associate company ADVFN Plc. This requires the use of a discounted
present value calculation and the selection of an appropriate
discount rate.
-- The Directors have used their judgement in assessing the
value of the various crypto currencies held by the Company at the
year end. Where there were no readily available markets for the
currencies, the valuation has been considered to be zero as it is
not possible to liquidate these assets. However, where there is a
readily available market, the value of the currency has been based
on the published rates for these currencies.
Sources of estimation uncertainty
-- The Company uses estimation techniques to value the options
which are granted to management. The technique is based on the
results of the Black Scholes model and requires inputs to calculate
the value. The Directors estimate the value of the inputs based on
historical data and market experience.
-- The Directors must selection of an appropriate discount rate
for the purpose of assessing the need for impairment of assets.
Notes to the financial statements (continued)
3. Segmental analysis
The Directors identify operating segments based upon the
information which is regularly reviewed by the chief operating
decision maker. The Group considers that the chief operating
decision makers are the executive members of the Board of
Directors.
The Group has two reportable operating segments, being that of
'other' and the provision of management services. The 'Other'
segment includes the remaining income from mining, income from the
Umbria Bridge network and a small amount of advertising. Segment
information can be analysed as follows for the reporting period
under review:
2022 Provision Other Total
of management
services
GBP'000 GBP'000 GBP'000
Revenue from third party 83 - 83
Revenue from related party 24 - 24
Revenue from mining - - -
Depreciation and amortisation (2) - (2)
Other operating expenses (945) (1) (946)
Other operating income -
--------------- -------- --------
Segment operating loss (840) (1) (841)
Loss after tax from equity accounted
associate (241) - (241)
Segment assets 1,918 15 1,933
Segment liabilities (29) - (29)
Purchases of non-current assets (36) - (36)
=============== ======== ========
2021 Provision Other Continuing Discontinued Total
of management operations Faucet
services subscriptions
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue from third party 4 4 24 28
Revenue from related
party 53 - 53 - 53
Revenue from mining - 8 8 - 8
Depreciation and amortisation (16) (13) (29) - (29)
Other operating expenses (396) (5) (401) (32) (433)
Other operating income - 124 124 - 124
--------------- -------- ------------ --------------- --------
Segment operating loss (359) 118 (241) (8) (249)
Profit after tax from
equity accounted associate 285 - 285 - 285
Interest income - - - - -
Interest expense (1) - (1) - (1)
=============== ======== ============ =============== ========
Segment assets 2,928 15 2,943 7 2,950
Segment liabilities (31) - (31) - (31)
Purchases of non-current - - - - -
assets
=============== ======== ============ =============== ========
Mining activity continued into the current year but had been put
on hold by the 30 June 2022. The assets have been re-allocated to
the management services segment and the income generated from
mining during the current year is now shown under the 'Other'
segment. There will be no further income from mining
cryptocurrency.
During both 2022 and 2021 a related party accounted for more
than 10% of the Group's total revenues.
Notes to the financial statements (continued)
4. Operating loss
2022 2021
Operating loss has been arrived at after charging: GBP'000 GBP'000
Foreign exchange loss (3) (2)
Other operating income (124)
Depreciation and amortisation:
Revaluation of intangible assets 47 -
Depreciation of property plant and equipment:
Owned 2 16
Leased - 13
Employee costs (Note 6) 292 162
Audit and non-audit services:
Fees payable to the company's auditor for the
audit of the Company's annual accounts 18 22
Fees payable to the Company's auditor and its
associates for other services:
All other assurance services - -
All non-audit services - -
Taxation compliance services - -
-------- --------
5. Remuneration of key senior management for Group and Company
Key senior management comprises only Directors. 2022 2021
GBP'000 GBP'000
Salaries and fees 200 75
Annual bonus 45 80
245 155
======== ========
Highest paid Director
Salaries and fees 100 30
Annual bonus 20 40
120 70
======== ========
Details of the Directors' emoluments, together with other
related information, are set out in the Remuneration Report
on page 16.
6. Employees
GROUP
2022 2021
GBP'000 GBP'000
Employee costs (including Directors):
Salaries and fees 222 75
Annual bonus 56 80
Share based payments - -
Post-employment benefits - defined contribution - -
pension plans
Social security costs 14 7
292 162
======== ========
The average number of employees during the year
was made up as follows:
Development 1 -
Sales and Administration 3 4
4 4
======== ========
Notes to the financial statements (continued)
7. Finance income and expense
GROUP
2022 2021
GBP'000 GBP'000
Finance expense
* Finance charge on lease liability - 1
- 1
========================================================= ========
8. Income tax expense
GROUP
2022 2021
GBP'000 GBP'000
Current Tax:
UK corporation tax on losses for the year - -
Adjustments in respect of prior periods (38) (4)
-------- --------
Total current taxation (38) (4)
Deferred tax:
Origination and reversal of timing differences 1 -
Total deferred taxation 1 -
Taxation (37) (4)
======== ========
The tax assessed for the year is different from the standard
rate of corporation tax as applied in the respective trading
domains where the Group operates. The differences are explained
below:
2022 2021
GBP'000 GBP'000
(Loss)/ profit before tax (841) (268)
Less profit/(loss) after tax in equity accounted
associate (214) 285
-------- --------
(1,055) 17
Loss before tax multiplied by the respective
standard rate of corporation tax applicable
in the UK (19.00%) (2021: 19.00%) (200) 3
Effects of:
Non-deductible expenses (52) (10)
Utilised loss for R&D credit - prior year - 7
Adjustments in respect of prior periods (38) (4)
Movements in unrecognised deferred tax 253 -
Tax credit for the year (37) (4)
======== ========
The recognised and unrecognised deferred tax assets have been
calculated at 25%, being the rate of Corporation Tax effective from
1 April 2023 and enacted by 10 June 2021.
Notes to the financial statements (continued)
9. Earnings per share
12 months 12 months
to to
30 June 30 June
2022 2021
GBP'000 GBP'000
(Loss)/earnings from continuing operations (1,018) 29
(Loss)/earnings from total operations (1,018) 21
(Loss)/earnings per share for continuing operations
Basic (8.91) p 0.25 p
Diluted (8.91) p 0.26 p
(Loss)/earnings per share for total operations
Basic (8.91) p 0.18 p
Diluted (8.91) p 0.19 p
Shares Shares
Weighted average number of Ordinary shares in
issue for the year 11,423,439 11,423,439
Dilutive effect of options - (164,090)
----------- -----------
Weighted average shares for diluted earnings
per share 11,423,439 11,259,350
=========== ===========
Where a loss has been recorded for the year the diluted loss per
share does not differ from the basic loss per share as the exercise
of share options would have the effect of reducing the loss per
share and is therefore not dilutive under the terms of IAS 33.
Where a profit has been recorded but the average share price for
the year remains under the exercise price the existence of options
is likewise not dilutive.
10. Intangible assets
GROUP
Crypto-currencies Total
GBP'000 GBP'000
Cost or valuation
At 30 June 2021 - -
Additions 36 36
At 30 June 2022 36 36
Amortisation
At 30 June 2021 - -
Charge for the year - -
------------------ --------
At 30 June 2022 - -
================== ========
Net book value
At 30 June 2022 36 36
At 30 June 2021 - -
================== ========
The intangible asset additions relate to cryptocurrencies held
at the year-end that were earned on the Umbria Bridge network that
can be traded on readily available markets. There were no such
assets in any previous years.
The directors are satisfied that no indication of impairment
exists in respect of these assets.
Notes to the financial statements (continued)
Intangible assets (continued)
COMPANY
Crypto-currencies Total
GBP'000 GBP'000
Cost or valuation
At 30 June 2021 - -
Additions 36 36
At 30 June 2022 36 36
Amortisation
At 30 June 2021 - -
Charge for the year - -
------------------ --------
At 30 June 2022 - -
================== ========
Net book value
At 30 June 2022 36 36
At 30 June 2021 - -
================== ========
The intangible asset additions relate to cryptocurrencies held
at the year-end that were earned on the Umbria Bridge network that
can be traded on readily available markets. There were no such
assets in any previous years.
The directors are satisfied that no indication of impairment
exists in respect of these assets.
Notes to the financial statements (continued)
11. Property, plant and equipment
GROUP
Computer
equipment Total
GBP'000 GBP'000
Cost
At 1 July 2020 66 66
Recognised upon adoption of
IFRS 16 Leases
Additions - -
----------- --------
At 30 June 2021 66 66
Additions 5 5
----------- --------
At 30 June 2022 71 71
Depreciation
At 1 July 2020 49 49
Charge for the year 16 16
----------- --------
At 30 June 2021 65 65
Charge for the year 2 2
At 30 June 2022 67 67
=========== ========
Net book value
At 30 June 2022 4 4
At 30 June 2021 1 1
=========== ========
COMPANY
Computer
equipment Total
GBP'000 GBP'000
Cost
At 1 July 2020 66 66
Additions - -
----------- --------
At 30 June 2021 66 66
Additions 5 5
----------- --------
At 30 June 2022 71 71
Depreciation
At 1 July 2020 49 49
Charge for the year 16 16
----------- --------
At 30 June 2021 65 65
Charge for the year 2 2
----------- --------
At 30 June 2022 67 67
=========== ========
Net book value
At 30 June 2022 4 4
At 30 June 2021 1 1
=========== ========
Notes to the financial statements (continued)
12. Investments
Investment in associate
The Company owns 17.64% (2021: 17.64%) of ADVFN plc (ADVFN)
which is incorporated in England and Wales and its principal
activity is the development and provision of financial information,
primarily via the internet, research services and the development
and exploitation of ancillary internet sites. The investment in
ADVFN plc is treated for the purposes of financial reporting as an
associate due to the common directorships held between ADVFN plc
and Online Blockchain plc and the resulting level of significant
influence over the associate. The investment in ADVFN Plc is
accounted for using the equity method in accordance with IAS 28.
The amount of the percentage share of the income statement and the
net assets are disclosed in the accounts of the Company.
Summarised financial information for ADVFN Plc is set out
below:
GROUP AND COMPANY 2022 2021
GBP'000 GBP'000
Non-current assets 2,236 2,781
Current assets (i) 1,375 2,485
----------- ------------
3,611 5,266
Non-current liabilities (ii) (41) (141)
Current liabilities (iii) (2,248) (2,002)
(2,289) (2,143)
Net assets of ADVFN 1,322 3,123
=========== ============
i) Includes cash and cash equivalents 915 1,939
ii) Includes financial liabilities (excluding
trade and other payables) (41) (141)
iii) Includes financial liabilities (excluding
trade and other payables) (100) (116)
Revenue 7,848 9,059
Total comprehensive (loss)/income for the year (1,295) 1,523
Tax credit - 10
=========== ============
Profit or (loss) from continuing operations (1,368) 1,618
Other comprehensive (loss)/income 73 (95)
=========== ============
A reconciliation of the above summarised information to the
carrying amount of the investment in ADVFN Plc is set out
below:
2022 2021
GBP'000 GBP'000
Total net assets of ADVFN Plc 1,322 3,123
Proportion of ownership interests held by the
group 17.64% 17.64%
Share of net assets of ADVFN Plc 233 551
Cost of investment in ADVFN Plc 868 868
-------- --------
Carrying amount of investment in ADVFN Plc 1,101 1,419
======== ========
Investment in associate undertakings 2022 2021
GBP'000 GBP'000
Listed investments at cost 868 868
============ ============
Listed investments at market value 2,367 3,017
============ ============
During the year the Company received a dividend of GBP104,000
from ADVFN (2021,: GBPnil). The market value of ADVFN's shares at
30 June 202 2 was 51.00p (202 1 : 65.50p). The range during the
year was 49.00 p to 87.20p (202 1 ; 11.50p to 75.50p).
The carrying value of the associate in the balance sheet of
Online Blockchain Plc is GBP1,090,000 and is based on the share of
the balance sheet of the associate company.
Notes to the financial statements (continued)
Investments (continued)
Financial assets at fair value through profit and loss
2022 2021
GBP'000 GBP'000
Brought forward - 18
Investment in Encryptid Gaming - -
Impairment of investment - (18)
--------- --------
Carrying amount of investment in Encryptid Gaming - -
Inc
========= ========
13. Subsidiary companies consolidated in these accounts
COMPANY
Subsidiaries
GBP'000
At 30 June 2021 and 1 July 2020 -
Incorporated
------------
30 June 2022 -
============
The subsidiary companies have been incorporated with an
immaterial amount of invested capital.
Country of incorporation % interest Principal activity Registered address
in
ordinary shares
30 June 2022
Awesome Animation England & Wales 100.00 Office services Ongar Business
Limited Centre, The Gables,
Fyfield Road,
Ongar, Essex,
CM5 0GA
Coast Exchange Limited England & Wales 100.00 Dormant as above
Freefaucet Limited England & Wales 100.00 Dormant as above
Online Development USA 100.00 Web site operator P.O. Box 780
Inc. Harrisonville
Mo. 64701
The subsidiary company Awesome Animation Limited is exempt from
audit under s479A of the Companies Act 2006.
14. Deferred tax
The Group has unused trading losses and management expenses of
approximately GBP5,510,000 (2021: GBP5,194,000) to carry forward
against profits of the same trade which will be recovered once the
Company makes a profit.
No deferred tax asset has been recognised in respect of the
losses due to the unpredictability of future profit streams.
Substantially all of the losses may be carried forward
indefinitely.
Notes to the financial statements (continued)
15. Trade and other receivables
GROUP
2022 2021
GBP'000 GBP'000
Non-current assets
Other receivables (rent deposit) 1 -
======== ========
Current assets
Prepayments and accrued income 10 10
Other receivables due from an associate undertaking 6 9
Other receivables 6 10
22 29
The Group endeavours only to deal with companies which are
demonstrably creditworthy and this, together with the aggregate
financial exposure, is continuously monitored.
COMPANY
2022 2021
GBP'000 GBP'000
Current assets
Prepayments and accrued income 10 10
Other receivables due from an associate undertaking - 5
Other receivables due from a group entity 34 25
Other receivables 6 4
------- -------
50 44
------- -------
16. Credit quality of financial assets
Neither the Group nor the Company has significant trade
receivables.
Income streams result from:
i) mining of cryptocurrency where there is no customer (this has now stopped)
ii) provision of management services which are for marketing and
advertising spend. The invoicing for the management services is
based on historical practice as there is no contract and payment
for the services is sporadic with receivables outstanding for a
considerable time, however, there has never been a default on
payment by the associate company
iii) Faucet subscription payments where payments are made at the
time of the contract and no credit is extended
iv) A small amount of advertising income.
The receivables from the associate are within the scope of IFRS
9 and under the standard the application of the expected credit
loss basis for impairment would be applied. However, the situation
between the two parties is such that there is no history of payment
default and no reasonable likelihood of this as the customer is a
related party with overlapping directorates. In addition, the
amounts invoiced are small at GBP53,000 in the current year (2020:
GBP74,000). As a result the directors consider that there is no
risk of default and so have not made a provision based on the
standard.
The remaining receivables comprise VAT refunds from HMRC.
Notes to the financial statements (continued)
17. Trade and other payables
GROUP
2022 2021
GBP'000 GBP'000
Trade payables 6 6
Accruals and deferred income 19 24
Other payables 4 1
Deferred taxation 1 -
30 31
======== ========
COMPANY
2022 2021
GBP'000 GBP'000
Trade payables 6 7
Accruals and deferred income 19 23
Other payables 4 23
Deferred taxation 1
30 53
======= =======
18. Financial instruments
GROUP
Categories of financial instrument 2022 2021
GBP'000 GBP'000
Non-current
Trade and other receivables - at amortised cost 1 -
======== ========
Current
Trade and other receivables - at amortised cost 11 19
11 19
======== ========
Cash and cash equivalents - 765 1,497
======== ========
Financial assets 776 1,516
======== ========
Current
Borrowings -
Trade and other payables - other financial liabilities
at amortised cost 21 31
Trade and other payables - non-financial liabilities 9
30 31
======== ========
Total financial liabilities 21 31
======== ========
Notes to the financial statements (continued)
Financial instruments (continued)
COMPANY
Categories of financial instrument 2022 2021
GBP'000 GBP'000
Current
Trade and other receivables - at amortised cost 40 34
40 34
======== ========
Cash and cash equivalents 751 1,485
======== ========
Financial assets 791 1,519
======== ========
Current
Borrowings - -
Trade and other payables - other financial liabilities
at amortised cost 21 52
Trade and other payables - non-financial liabilities 9 1
30 53
======== ========
Total financial liabilities 21 52
======== ========
19. Issued share capital
GROUP AND COMPANY Deferred shares of Ordinary shares of
45p each 5p each
Number GBP'000 Number GBP'000
At 1 July 2020 6,352,539 2,859 14,311,709 715
17 December 2020 - Share
placing - - 1,818,181 91
2 February 2021 - Share
placing - - 2,717,391 136
7 January 2021 - Option
exercise - - 338,636 17
18 January 2021 - Option
exercise - - 613,635 30
17 February 2021 - Option
exercise - - 161,518 8
---------- ----------- ----------- ----------
At 30 June 2021 6,352,539 2,859 14,311,709 715
At 30 June 2022 6,352,539 2,859 14,311,709 715
========== =========== =========== ============
Deferred shares of 45p each 6,352,539 2,859
Ordinary shares of 5p each 14,311,709 715
20,664,248 3,574
=========== ==========
Share placings and option exercises
There were no share placings or exercise of share options during
the year.
Share price
The market value of the Ordinary shares at 30 June 202 2 was
19.50 p (202 1 : 38.00 p). The range during the year was 18.50p to
62.00p (202 1 : 12.00p to 99.00 p). Shareholders are entitled to
one vote per Ordinary share held and dividends will be apportioned
and paid proportionately to the amounts paid up on the Ordinary
shares held.
The Deferred Shares do not entitle the holders thereof to
receive any dividend or other distribution nor to receive
notice of nor to attend nor vote at any General Meeting of the
Company. On a return of capital on a winding up the
holders of Deferred Shares are only entitled to receive the
amount paid up on such shares after the holders of the
Ordinary Shares have received the sum of GBP100,000 for each
Ordinary Share held by them and shall have no other
right to participate in the assets of the Company.
Notes to the financial statements (continued)
20. Share based payments
GROUP AND COMPANY
Equity settled share-based payments
The Company has a share option plan for directors and employees
which has been running for a number of years. In addition, warrants
for shares have been issued to third parties as payments for
services. Options and warrants are treated in the same way and are
exercisable at a price set at the date of grant. The options vest
based on varying periods of continued service and warrants vest at
specified dates over a period.
The options and warrants are settled in equity once exercised.
If the options and warrants remain unexercised after the specified
period from the date of grant, the options expire.
The fair value of options and warrants granted after 7 November
2002 has been arrived at using the Black-Scholes model. The
assumptions inherent in the use of this model are as follows:
-- The option/warrant life is assumed to be at the end of the
allowed period
-- There are no vesting conditions which apply to the share
options/warrants other than continued service up to 3 years.
-- No variables change during the life of the option or warrant
(e.g. dividend yield must be zero).
-- The risk free interest rate is taken from AAA rated Treasury
bonds.
-- Volatility has been calculated over the 3 years prior to the
grant date by reference to the daily share price.
Details of the number of share options and warrants and the
weighted average exercise price (WAEP) outstanding during the year
are as follows:
2022 WAEP
Number Price (p)
Outstanding at the beginning of the year 2,253,997 48.60
Granted during the year - -
Exercised during the year - -
Expired during the year - -
---------- ----------
Outstanding at the year end 2,253,997 48.60
========== ==========
Exercisable at the year end 2,253,997 48.60
========== ==========
2021 WAEP
Number Price (p)
Outstanding at the beginning of the year 850,000 31.91
Granted during the year 2,517,785 46.70
Exercised during the year (1,113,788) (31.57)
Expired during the year - -
------------ ----------
Outstanding at the year end 2,253,997 48.60
============ ==========
Exercisable at the year end 2,253,997 48.60
============ ==========
The options outstanding at the year-end are set out below:
Expiry date Exercise 2022 2021
Price Share Remaining Share Remaining
(p) options life options life
31 October 2022 48.50 250,000 0.25 250,000 1.25
15 February 40.00 - - - -
2020
1 September
2022 40.00 145,302 0.25 145,302 1.25
1 September
2022 20.00 450,000 0.25 450,000 1.25
17 December
2022 22.00 50,000 0.50 50,000 1.50
2 February 2023 60.00 1,358,695 0.75 1,358,695 1.75
The total expense for all schemes, was GBPnil (2021:
GBP53,000).
Notes to the financial statements (continued)
21. Leases
GROUP
There are currently no leases within the group. In the previous
year a subsidiary company rented office space subject to a lease
agreement which ended in April 2021, The total amount of rent paid
for this financial year was GBPnil (2021: GBP13,000).
Property, plant and equipment comprises owned and leased
assets.
GROUP
2022 2021
GBP'000 GBP'000
--------- --------
Property, plant and equipment - owned - 1
Right-of-use assets except for investment
property - -
--------- --------
Right-of-use assets
The group leases office buildings:
Balance at 1 July 2021 - 13
Depreciation charge for the year - (13)
-------- --------
Balance at 31 June 2022 - -
Lease Liability
Maturity analysis - contractual discounted
cash flows
Within one year - -
Two to five years - -
Over five years - -
-------- --------
Total lease liabilities at 30 June - -
-------- --------
2022 2021
GBP'000 GBP'000
Lease liabilities per the statement of
financial position
As at 30 June
Current - -
Non-current - -
Amounts recognised in profit or loss
Interest on lease liabilities - 1
Amounts recognized in the statement of
cashflows
Total cash outflow for leases - 13
COMPANY
The company carries no leases, however, the Company has a
license to occupy an office premises in Gibraltar which is for a
period of 12 months. Under IFRS 16 this is not disclosed as a
lease. The total rent paid for this license in this financial year
was GBP10,000.
Notes to the financial statements (continued)
22. Financial risk management
The Group and Company's activities expose it to a variety of
financial risks: primarily market risk (price risk) and liquidity
risk. All companies within the group apply the same risk management
programme, overall this focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects
on the Group's financial performance. Risk management is carried
out by the Board and their policies are outlined below.
a) Market risk
Price risk
The Company holds an investment of 17.64% of the share capital
of ADVFN plc which is traded on the Alternative Investment
Market.
The share price of this investment at 30 June 2022 was 51.00p
(2021; 65.50p). It will fluctuate and the range during the year was
49.00p to 87.15p (2021; 11.50p to 75.50p). At the balance sheet
date the share price of ADVFN Plc was 51.00p (2021; 65.50p). and
the market capitalisation was GBP17,106,000. A 10% movement in the
share price of the investment would show a movement in the market
capitalisation of GBP1,711,000 at the balance sheet date.
b) Liquidity risk
Liquidity risk is the risk that the Company will have
insufficient funds to meet its liabilities as they fall due. The
Directors monitor cash flow on a daily basis and at monthly board
meetings in the context of their expectations for the business to
ensure sufficient liquidity is available to meet foreseeable
needs.
The Group currently holds cash balances in Sterling to provide
funding for normal trading activity. The Group also has access to
additional equity funding and, for short term flexibility,
overdraft facilities would be arranged with the Group's bankers.
Trade and other payables are monitored as part of normal management
routine. Liabilities are disclosed as follows:
GROUP
2022 Within One to Two to Over five
1 year two years five years years
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 6 - - -
Accruals 19 - - -
Other payables 4 - - -
2021 Within One to Two to Over
1 year two years five years five years
GBP'000 GBP'000 GBP'000 GBP'000
Borrowings (including lease liability)
Trade payables 6 - - -
Accruals 24 - - -
Other payables 1 - - -
Notes to the financial statements (continued)
Financial risk management (continued)
COMPANY
2022 Within One to Two to Over five
1 year two years five years years
GBP'000 GBP'000 GBP'000 GBP'000
Trade payables 6 - - -
Accruals 19 - - -
Other 4 - - -
2021 Within One to Two to Over
1 year two years five years five years
GBP'000 GBP'000 GBP'000 GBP'000
Borrowings
Trade payables 7 - - -
Accruals 23 - - -
Other 23 - - -
The Directors consider that the carrying amount of trade and
other payables in both the Group and Company is approximately equal
to their fair value.
Borrowing facilities
Committed overdraft facilities of GBP50,000 are available to the
Company and at 30 June 2022 the overdraft facility had not been
drawn down (2021: GBP50,000). The facilities are repayable on
demand and are renewed annually in November.
c) Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in a volatile
and tight credit economy.
The Group will also seek to minimise the cost of capital and
attempt to optimise the capital structure, which currently means
maintaining equity funding and keeping debt levels to insignificant
amounts of lease and overdraft funding. Share capital and premium
together amount to GBP8,058,000 (2021: GBP8,058,000).
Whilst the Group does not currently pay dividends, it is part of
the capital strategy to provide returns for shareholders and
benefits for other members in the future. However, the Group is
planning growth and it will continue to be important to maintain
the Groups credit rating and ability to borrow should acquisition
targets become available.
Capital for further development of the Group's activities will,
where possible, be achieved by share issues and not by carrying
significant debt.
23. Capital commitments
GROUP AND COMPANY
There were no capital commitments outstanding at the year
end.
Notes to the financial statements (continued)
24. Related party transactions
GROUP
At 30 June 202 2 the Group carried receivables due from ADVFN
plc of GBPnil (202 1 : GBP9,000). The Group made management charges
and advertising recharges of GBP24,000 (202 1 : GBP 53,000 ) to
ADVFN plc for the year. ADVFN plc is related by virtue of having a
common director: Jon Mullins and as the Company holds 17.64% of the
shares in ADVFN plc.
The two sons of Clement Chambers, Barney and Oscar, supplied
consultancy services to the Company which amounted to GBP81,000 in
the year (2021: GBP72,000). The company also paid expenses on
behalf of Barney and Oscar amounting to GBP28,000.
For details of the Directors emoluments see page 16 in the
Remuneration Report; there were no other related party
transactions.
COMPANY
At 30 June 202 2 the Group carried receivables due from ADVFN
plc of GBPnil (202 1 : GBP5,000). The Company made management
charges and advertising recharges of GBP24,000 (202 1 : GBP 53,000
) to ADVFN plc for the year. ADVFN plc is related by virtue of
having a common director: Jon Mullins and as the Company holds
17.64% of the shares in ADVFN plc.
The two sons of Clement Chambers, Barney and Oscar, supplied
consultancy services to the Company which amounted to GBP81,000 in
the year (2021: GBP72,000). The company also paid expenses on
behalf of Barney and Oscar amounting to GBP28,000.
For details of the Directors emoluments see page 14 in the
Directors' Report; there were no other related party
transactions.
25. Events after the balance sheet date
Following the resignation of Michael Hodges from ADVFN in July
2022, the Board considered that the Company will no longer have
significant influence over ADVFN plc and therefore it will be
treated as an arm's length investment.
26. Accounts
Copies of these accounts are available from the Company's
registered office at First Floor, 85 Great Portland Street, London,
W1W 7LT or from Companies House, Crown Way, Maindy, Cardiff, CF14
3UZ.
www.companieshouse.gov.uk
and from the Online Blockchain Plc website:
www.onlineblockchain.io
ENDS
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END
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December 23, 2022 02:00 ET (07:00 GMT)
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