Company registration number 08046649 (England and Wales)
LICENTIA GROUP LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
LICENTIA GROUP LTD
COMPANY INFORMATION
DIRECTORS
Ashley Head
Kemper Shaw
Richard Forlee
Anton Gaylard
(Appointed 2 May 2023)
Barry Levett
(Appointed 10 August 2022)
COMPANY NUMBER
08046649
REGISTERED OFFICE
3 Assembly Square
Britannia Quay
Cardiff Bay
Cardiff
CF10 4PL
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
Gwent
NP10 8FY
LICENTIA GROUP LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 7
Profit and loss account
8
Group balance sheet
9 - 10
Company balance sheet
11 - 12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15 - 16
Notes to the financial statements
17 - 35
LICENTIA GROUP LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 1 -

The directors present their annual report and financial statements for the year ended 30 June 2023.

RESULTS AND DIVIDENDS

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

DIRECTORS

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Ashley Head
Kemper Shaw
Richard Forlee
Anton Gaylard
(Appointed 2 May 2023)
Barry Levett
(Appointed 10 August 2022)
Philip Dunkelberger
(Resigned 30 June 2023)
STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

LICENTIA GROUP LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -
STATEMENT OF DISCLOSURE TO AUDITOR

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Richard Forlee
Director
17 January 2025
LICENTIA GROUP LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LICENTIA GROUP LTD
- 3 -
Opinion

We have audited the financial statements of Licentia Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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 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, 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 opinion.

Material uncertainty related to going concern

We draw attention to Note 1.4 in the financial statements, which indicates that the group incurred a net loss of £15,103,905 during the year ended 31 December 2023. As stated in note 1.4, along with the uncertainty in the expected investment from existing shareholders, these events or conditions, indicate that a material uncertainty exists that may cast doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

LICENTIA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LICENTIA GROUP LTD
- 4 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

LICENTIA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LICENTIA GROUP LTD
- 5 -
Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
LICENTIA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LICENTIA GROUP LTD
- 6 -
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

The auditor’s explanation of its audit response will depend on the risks identified but may include:

- Enquiry of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims.

- Reviewing minutes of meetings of those charged with governance.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

LICENTIA GROUP LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LICENTIA GROUP LTD
- 7 -

Use of our report

This report is made solely to the 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 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 company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Simon Tee
Senior Statutory Auditor
For and on behalf of
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
Gwent
NP10 8FY
20 January 2025
LICENTIA GROUP LTD
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
2023
2022
as restated
Notes
£
£
TURNOVER
3
2,577,076
1,208,630
Cost of sales
(1,016,500)
(320,706)
GROSS PROFIT
1,560,576
887,924
Administrative expenses
(9,315,605)
(5,893,034)
Other operating income
27,628
-
Goodwill write off
4
(6,656,000)
-
0
Impairment of intangible asset
4
(2,022,222)
-
0
OPERATING LOSS
5
(16,405,623)
(5,005,110)
Interest receivable and similar income
8
9,509
3,155
Interest payable and similar expenses
9
(947,379)
(987,106)
LOSS BEFORE TAXATION
(17,343,493)
(5,989,061)
Tax on loss
10
2,239,588
(128,606)
LOSS FOR THE FINANCIAL YEAR
(15,103,905)
(6,117,667)
Loss for the financial year is all attributable to the owners of the parent company.
LICENTIA GROUP LTD
GROUP BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 9 -
2023
2022
as restated
Notes
£
£
FIXED ASSETS
Goodwill
12
169,408
1,922,293
Other intangible assets
12
25,893,190
25,267,351
Total intangible assets
26,062,598
27,189,644
Tangible assets
13
82,252
109,085
TOTAL ASSETS
26,144,850
27,298,729
CURRENT ASSETS
Debtors
16
1,961,328
2,007,233
Cash at bank and in hand
5,741,183
5,089,675
7,702,511
7,096,908
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
17
(1,755,705)
(1,013,437)
NET CURRENT ASSETS
5,946,806
6,083,471
TOTAL ASSETS LESS CURRENT LIABILITIES
32,091,656
33,382,200
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
18
-
(11,258,111)
PROVISIONS FOR LIABILITIES
Deferred tax liability
19
(367,066)
(1,514,458)
NET ASSETS
31,724,590
20,609,631
CAPITAL AND RESERVES
Called up share capital
3,966
1,321
Share premium account
57,272,513
30,528,654
Equity reserve
-
0
527,640
Capital redemption reserve
8
8
Other reserves
20,159,960
20,159,960
Profit and loss reserves
(45,711,857)
(30,607,952)
TOTAL EQUITY
31,724,590
20,609,631
LICENTIA GROUP LTD
GROUP BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2023
30 June 2023
- 10 -
The financial statements were approved by the board of directors and authorised for issue on 17 January 2025 and are signed on its behalf by:
17 January 2025
Richard Forlee
Director
Company registration number 08046649 (England and Wales)
LICENTIA GROUP LTD
COMPANY BALANCE SHEET
AS AT 30 JUNE 2023
30 June 2023
- 11 -
2023
2022
as restated
Notes
£
£
FIXED ASSETS
Investments
14
51,965,105
53,200,601
CURRENT ASSETS
Debtors
16
8,576
40,500
Cash at bank and in hand
5,228,437
4,373,785
5,237,013
4,414,285
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
17
(60,954)
(82,497)
NET CURRENT ASSETS
5,176,059
4,331,788
TOTAL ASSETS LESS CURRENT LIABILITIES
57,141,164
57,532,389
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
18
-
(11,258,111)
PROVISIONS FOR LIABILITIES
Deferred tax liability
19
(271,882)
-
0
NET ASSETS
57,413,046
46,274,278
CAPITAL AND RESERVES
Called up share capital
3,967
1,322
Share premium account
57,272,513
30,528,654
Equity reserve
-
0
527,640
Capital redemption reserve
8
8
Profit and loss reserves
136,558
15,216,654
TOTAL EQUITY
57,413,046
46,274,278

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £15,080,096 (2022 - £1,068,019 loss).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

LICENTIA GROUP LTD
COMPANY BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2023
30 June 2023
- 12 -
The financial statements were approved by the board of directors and authorised for issue on 17 January 2025 and are signed on its behalf by:
17 January 2025
Richard Forlee
Director
Company registration number 08046649 (England and Wales)
LICENTIA GROUP LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 13 -
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Merger relief
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
£
AS RESTATED FOR THE PERIOD ENDED 30 JUNE 2022:
BALANCE AT 1 JULY 2021
1,273
30,528,654
397,896
8
20,159,960
(24,490,285)
26,597,506
YEAR ENDED 30 JUNE 2022:
Loss for the year
-
-
-
-
-
(4,603,211)
(4,603,211)
Restatement of deferred tax
(1,514,456)
(1,514,456)
Total comprehensive income
-
-
-
-
-
(6,117,667)
(6,117,667)
Issue of share capital
48
-
0
-
-
-
-
48
Issue of convertible loan
-
-
129,744
-
-
-
129,744
BALANCE AT 30 JUNE 2022
1,321
30,528,654
527,640
8
20,159,960
(30,607,952)
20,609,631
YEAR ENDED 30 JUNE 2023:
Loss and total comprehensive income
-
-
-
-
-
(15,103,905)
(15,103,905)
Issue of share capital
2,645
26,743,859
-
-
-
-
26,746,504
Conversion of loan to shares
-
0
-
0
(527,640)
-
-
-
(527,640)
BALANCE AT 30 JUNE 2023
3,966
57,272,513
-
0
8
20,159,960
(45,711,857)
31,724,590
LICENTIA GROUP LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
Share capital
Share premium account
Equity reserve
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
BALANCE AT 1 JULY 2021
1,274
30,528,654
397,896
8
16,284,673
47,212,505
YEAR ENDED 30 JUNE 2022:
Loss and total comprehensive income for the year
-
-
-
-
(1,068,019)
(1,068,019)
Issue of share capital
48
-
0
-
-
-
48
Issue of convertible loan
-
-
129,744
-
-
129,744
BALANCE AT 30 JUNE 2022
1,322
30,528,654
527,640
8
15,216,654
46,274,278
YEAR ENDED 30 JUNE 2023:
Profit and total comprehensive income
-
-
-
-
(15,080,096)
(15,080,096)
Issue of share capital
2,645
26,743,859
-
-
-
26,746,504
Conversion of loan to shares
-
0
-
0
(527,640)
-
-
(527,640)
BALANCE AT 30 JUNE 2023
3,967
57,272,513
-
0
8
136,558
57,413,046
LICENTIA GROUP LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
2023
2022
as restated
Notes
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
for the year after tax
(15,103,905)
(6,117,667)
Adjustments for:
Taxation (credited)/charged
(2,239,588)
128,606
Finance costs
947,379
987,106
Investment income
(9,509)
(3,155)
Loss on disposal of tangible fixed assets
1,690
-
Amortisation and impairment of intangible assets
13,620,352
2,573,047
Depreciation and impairment of tangible fixed assets
49,112
36,151
Movements in working capital:
Decrease/(increase) in debtors
45,905
(120,423)
Increase/(decrease) in creditors
523,484
(245,412)
Increase in deferred income
218,784
-
Cash (absorbed by)/generated from operations
(1,946,296)
2,029,555
Interest received
5,195
(3,155)
Income taxes refunded/(paid)
1,092,196
(3,011,151)
Net cash outflow from operating activities
(848,905)
984,351
INVESTING ACTIVITIES
Purchase of intangible assets
(5,651,065)
(6,393,966)
Purchase of tangible fixed assets
(24,365)
(69,725)
Proceeds from disposal of tangible fixed assets
396
-
Net cash used in for investing activities
(5,675,034)
(6,463,691)
FINANCING ACTIVITIES
Proceeds from issue of shares
7,175,447
48
Issue of convertible loans
-
2,608,600
Net cash generated from financing activities
7,175,447
2,608,648
LICENTIA GROUP LTD
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
as restated
Notes
£
£
- 16 -
NET INCREASE IN CASH AND CASH EQUIVALENTS
651,508
(2,870,692)
Cash and cash equivalents at beginning of year
5,089,675
7,960,366
CASH AND CASH EQUIVALENTS AT END OF YEAR
5,741,183
5,089,675
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 17 -
1
ACCOUNTING POLICIES
Company information

Licentia Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3 Assembly Square, Britannia Quay, Cardiff Bay, Cardiff, CF10 4PL.

 

The group consists of Licentia Group Ltd and all of its subsidiaries.

1.1
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Licentia Group Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 June 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 19 -
1.4
Going concern

The accounts show that the group had net assets of £31,724,590 (2022: £20,609,631), but that it had negative profit and loss reserves of £45,711,857 (2022: £30,607,952) at the balance sheet date, and made a loss of £15,103,905 in the year (2022: loss of £6,117,667). In addition, the company has investments in and debtors due from its subsidiaries totalling £51,965,105 (2022: £53,200,601). Those subsidiaries both reported significant net liabilities, The directors therefore had to consider the appropriateness of the going concern basis.

 

The directors have prepared forecasts showing that the group will be able to meet its liabilities as they are due, firstly from forecast sales, particularly with the new software solution, mainly focused in the South American and Asia Pacific region, and secondly additional funds from institutional investors as well as existing shareholders. At the date of approval of the financial statements no formal agreement has been reached with funders with regard to additional cash investment required, but the directors are confident that this funding will be received. Post year end results reflect that sales targets are being achieved. The directors recognise that in the event that the group is not able to successfully secure any additional funding or meet its sales forecasts, uncertainty would exist as to whether the group would be able to continue to as a going concern.

 

The financial statements do not include the adjustments that would result if the group were unable to continue as a going concern. In the event the group ceased to be a going concern, the adjustments would include writing down the carrying value of assets, to their recoverable amount and providing for any further liabilities that might arise. The recoverable amount maybe different to the net book value, this is particular relevant in the case of the net book value of the group's intangible asset. However, the directors have reasonable expectation that the group will meet its forecasts and additional funding would be obtained, thus the financial statements are prepared on a going concern basis.

 

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 20 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
5-15 years
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
25% straight line
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 21 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impariment of investments

At each reporting period end date, the group reviews the carrying amounts of its investments to determine whether there is any indication that those investment have suffered an impairment loss due to underperformance. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The performance of the investments would be reviewed against the carrying value of the investment.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 22 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 23 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 24 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
ACCOUNTING POLICIES
(Continued)
- 25 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 26 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

CRITICAL JUDGEMENTS

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investment and goodwill

Impairment exists when the carrying value of an investment exceeds its recoverable amount. The recoverable amount calculation is based on a DCF model or based on net asset position. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the investments. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group

Development Cost

The Group capitalises costs for software products. Initial capitalisation of costs is based on management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. The innovative nature of the product gives rise to some uncertainty as to whether the certificatee will be obtained.

KEY SOURCES OF ESTIMATION UNCERTAINTY

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Useful life of Development cost

The group estimates the useful life of the development cost between 5-15 years and the amortisation charge is sensitive to the profit and loss and thus involve a degree of judgement

3
TURNOVER AND OTHER REVENUE
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
3
TURNOVER AND OTHER REVENUE
(Continued)
- 27 -
2023
2022
£
£
Other revenue
Interest income
9,509
3,155
4
EXCEPTIONAL ITEM
2023
2022
£
£
Expenditure
Goodwill write off
6,656,000
-
Impairment of intangible asset
2,022,222
-
8,678,222
-

The administrative expenses consist of impairment of development cost amounting to £2,022,222 and impairment of goodwill amounting to £6,656,000.

5
OPERATING LOSS
2023
2022
£
£
Operating loss for the year is stated after charging:
Exchange losses
93,922
24,795
Depreciation of owned tangible fixed assets
49,112
36,151
Loss on disposal of tangible fixed assets
1,690
-
Amortisation of intangible assets
4,942,130
2,573,047
Impairment of intangible assets
8,678,222
-
0
Operating lease charges
49,810
-
6
AUDITOR'S REMUNERATION
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,150
7,000
Audit of the financial statements of the company's subsidiaries
10,910
8,000
18,060
15,000
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 28 -
7
EMPLOYEES

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
77
67
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,622,688
1,365,644
-
0
-
0
8
INTEREST RECEIVABLE AND SIMILAR INCOME
2023
2022
£
£
Interest income
Other interest income
5,195
3,155
Other income from investments
Gains on financial instruments measured at fair value through profit or loss
4,314
-
0
Total income
9,509
3,155
2023
2022
Investment income includes the following:
£
£
Interest on financial assets measured at fair value through profit or loss
4,314
-
0
9
INTEREST PAYABLE AND SIMILAR EXPENSES
2023
2022
£
£
Other finance costs:
Other interest
947,379
987,106
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 29 -
10
TAXATION
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(1,100,379)
(1,410,698)
Adjustments in respect of prior periods
-
0
24,605
Total UK current tax
(1,100,379)
(1,386,093)
Foreign current tax on profits for the current period
8,183
-
0
Total current tax
(1,092,196)
(1,386,093)
Deferred tax
Origination and reversal of timing differences
(1,147,392)
1,514,699
Total tax (credit)/charge
(2,239,588)
128,606

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(17,343,493)
(5,989,061)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(4,335,873)
(1,137,922)
Tax effect of expenses that are not deductible in determining taxable profit
4,941,982
203,119
Adjustments in respect of prior years
(2,845,697)
-
0
Other non-reversing timing differences
-
0
1,063,409
Taxation (credit)/charge
(2,239,588)
128,606
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 30 -
11
IMPAIRMENTS

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2022
Notes
£
£
In respect of:
Goodwill
12
6,656,000
-
Intangible assets
12
2,022,222
-
Analysis of impairment losses between Profit and loss account and Balance sheet do not reconcile by:
2,022,222
-
Recognised in:
Administrative expenses
6,656,000
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

12
INTANGIBLE FIXED ASSETS
Group
Goodwill
Development costs
Total
£
£
£
Cost
At 1 July 2022
19,220,538
25,918,357
45,138,895
Additions - internally developed
-
0
5,087,563
5,087,563
Additions - business combinations
6,842,241
563,502
7,405,743
At 30 June 2023
26,062,779
31,569,422
57,632,201
Amortisation and impairment
At 1 July 2022
17,298,245
651,006
17,949,251
Amortisation charged for the year
1,939,126
3,003,004
4,942,130
Impairment losses
6,656,000
2,022,222
8,678,222
At 30 June 2023
25,893,371
5,676,232
31,569,603
Carrying amount
At 30 June 2023
169,408
25,893,190
26,062,598
At 30 June 2022
1,922,293
25,267,351
27,189,644
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
12
INTANGIBLE FIXED ASSETS
(Continued)
- 31 -
The company had no intangible fixed assets at 30 June 2023 or 30 June 2022.

More information on impairment movements in the year is given in note 11.

13
TANGIBLE FIXED ASSETS
Group
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 July 2022
19,651
161,501
181,152
Additions
-
0
7,513
7,513
Business combinations
-
0
16,852
16,852
Disposals
-
0
(3,344)
(3,344)
At 30 June 2023
19,651
182,522
202,173
Depreciation and impairment
At 1 July 2022
19,651
52,416
72,067
Depreciation charged in the year
-
0
49,112
49,112
Eliminated in respect of disposals
-
0
(1,258)
(1,258)
At 30 June 2023
19,651
100,270
119,921
Carrying amount
At 30 June 2023
-
0
82,252
82,252
At 30 June 2022
-
0
109,085
109,085
The company had no tangible fixed assets at 30 June 2023 or 30 June 2022.
14
FIXED ASSET INVESTMENTS
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
19,275,854
19,275,854
Loans to subsidiaries
15
-
0
-
0
32,689,251
33,924,747
-
0
-
0
51,965,105
53,200,601
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
14
FIXED ASSET INVESTMENTS
(Continued)
- 32 -
MOVEMENTS IN FIXED ASSET INVESTMENTS
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 July 2022
19,275,854
33,924,747
53,200,601
Additions
6,656,000
6,124,775
12,780,775
At 30 June 2023
25,931,854
40,049,522
65,981,376
Impairment
At 1 July 2022
-
-
-
Impairment losses
6,656,000
7,360,271
14,016,271
At 30 June 2023
6,656,000
7,360,271
14,016,271
Carrying amount
At 30 June 2023
19,275,854
32,689,251
51,965,105
At 30 June 2022
19,275,854
33,924,747
53,200,601
15
SUBSIDIARIES

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Mypinpad Limited
England and Wales
Ordinary shares
100.00
Mypinpad (Asia) Limited
Hong Kong
Ordinary shares
100.00
Transaction Technologies Pte Limited
Singapore
Ordinary shares
100.00
16
DEBTORS
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
502,387
253,898
-
0
-
0
Other debtors
1,197,973
1,436,957
6,339
2,651
Prepayments and accrued income
260,968
316,378
2,237
37,849
1,961,328
2,007,233
8,576
40,500
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 33 -
17
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Trade creditors
559,308
213,114
9,155
72,122
Other taxation and social security
9,373
70,333
-
-
Deferred income
20
547,398
-
0
-
0
-
0
Other creditors
92,258
401,406
-
0
-
0
Accruals and deferred income
547,368
328,584
51,799
10,375
1,755,705
1,013,437
60,954
82,497
18
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group
Company
2023
2022
2023
2022
£
£
£
£
Other creditors
-
0
11,258,111
-
0
11,258,111

The convertible loan notes has been converted to equity during the year.

19
DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
638,948
-
Tax losses
(271,882)
-
Asset on other timing
-
1,514,458
367,066
1,514,458
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
19
DEFERRED TAXATION
(Continued)
- 34 -
Liabilities
Liabilities
2023
2022
Company
£
£
Tax losses
(271,882)
-
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 July 2022
1,514,458
-
Credit to profit or loss
(1,147,392)
(271,882)
Liability/(Asset) at 30 June 2023
367,066
(271,882)

 

20
DEFERRED INCOME
Group
Company
2023
2022
2023
2022
£
£
£
£
Other deferred income
547,398
-
-
-
21
ANALYSIS OF CHANGES IN NET FUNDS - GROUP
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
5,089,675
651,508
5,741,183
22
ANALYSIS OF CHANGES IN NET FUNDS - COMPANY
1 July 2022
Cash flows
30 June 2023
£
£
£
Cash at bank and in hand
4,373,785
854,652
5,228,437
LICENTIA GROUP LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 35 -
23
RELATED PARTY TRANSACTIONS

The group has taken advantage of the exemption provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions between wholly owned members of the same group.

24
CONTROLLING PARTY

There is no ultimate individual controlling party.

25
PRIOR PERIOD ADJUSTMENT
RECONCILIATION OF CHANGES IN EQUITY - GROUP
The prior period adjustments do not give rise to any effect upon equity.
RECONCILIATION OF CHANGES IN LOSS FOR THE PREVIOUS FINANCIAL PERIOD
2022
£
ADJUSTMENTS TO PRIOR YEAR
Deferred tax
(1,514,456)
Loss as previously reported
(4,603,211)
Loss as adjusted
(6,117,667)
There has been an adjustment to the accounts for the year ended 30 June 2022 to increase the deferred tax at group level.
RECONCILIATION OF CHANGES IN EQUITY - COMPANY
The prior period adjustments do not give rise to any effect upon equity.
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