CHL Cloudified Holdings Limited

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Cloudified Holdings Limited

("Cloudified" or the "Company")

Final Results

Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the Company"), an AIM quoted cash shell announces its final results for the year ended 31 March 2024 (the "Period").

Highlights post Period

·      £500,000 (gross) of cash raised by Salonica GP subscribing for 9,651,385 new ordinary shares at 5.2p (131% premium to last share price pre suspension) on 13 November 2024.

·      Othman Shoukat and Richard Collett joined the board at that point.

·      Focus on workstreams to achieve a successful acquisition of a media and events asset in Q2 2025, which will constitute a Reverse Take Over under the Aim Rules ("RTO") to allow the Company's shares to resume trading.

·      Cash at 31 December 2024 £674,210. Operating costs of c£30k/m to run the shell since the disposal. 

·      Main activity was the review of RTO and refinancing opportunities combined with the preparations to implement an MVL if required.

Review of the Period to 31 March 2024

·      Main activity was the disposal of the former cyber security division which completed on 12 December 2023 and the Company transitioning to a Rule 14 cash shell at that point.

·      Overall loss of £1.41m (2023: loss £2.55m)

The Annual Report & Accounts for the year ended 31 March 2024 will shortly be available on the Company's website (https://cloudified-holdings.com/reports-and-results) in accordance with the electronic communication provisions under its Articles of Association and AIM Rule 20.

Enquiries:

Strategic Report

The Directors present the Strategic Report of the Company for the year ended 31 March 2024.

Business Review

Historically, the Group functioned as a provider of cyber security services to the SME market via its former subsidiary Falanx Cyber Defence Limited. On 12 December 2023, the Group finalised the sale of its cyber security assets (Falanx Cyber Defence Ltd and Falanx Cyber Technologies Limited), transitioning to a cash shell in accordance with AIM Rule 15 on the same day. The background to the sale was explained in our annual report for the year to 31 March 2023, but in summary it was due to market changes arising from Microsoft initiatives through its Managed Services Provider ("MSP") channels and these were compounded by a worsening economy. Considering this, the board viewed the prospects of the former business operating as a self-sustaining business which could generate the necessary cash flows to both support the group and pay down debt were much diminished.

Consequently, the main activity in the group was management of the sale process led by external advisors which resulted in the announcement of the sale to Wavenet Limited (a Macquarie backed MSP) on 9 November 2023 with the deal completing on 12^th December 2023. On that date the Company became a cash shell and restructured itself accordingly. 

Since then, and into the new financial year the board of Alex Hambro and Ian Selby (with Mike Read having retired on 31 March 2024) has evaluated over thirty opportunities for potential reverse takeover candidates. Opportunities were carefully screened for their ability to complete a deal as well as for their ability to demonstrate credible business plans so support future growth. Costs were kept to a minimum to support this process, and no external advisory costs would be incurred unless the deal was credible and risk sharing with the target was in place. In parallel to this, a plan was developed to put the company into a Members Voluntary Liquidation ("MVL") if the board, in conjunction with its advisors, deemed it unrealistic to expect an appropriate transaction to complete in a realistic time frame.

Financial Commentary

In the year to 31 March 2024, continuing operations solely comprised of costs held in the Company. Some of these were for support services (IT, finance, HR & legal) across the wider Group, as well as board and listing related costs. Towards the end of the year, they were reduced, and when the Group became a cash shell on 12 December 2023, they were very significantly reduced to an average of £30,000 per month to support the cash shell. Binding completion accounts were agreed with the purchaser, and transitional services were completed in March 2024. Costs were then further reduced from 1 April 2024. Continuing operations costs of £1.48m included approximately £0.7m related to termination costs arising from restructuring the Company to a cash shell.

Discontinued operations (profit £0.05m, 2023: loss £1.36m) represented the net profit on the sale of the cyber security division less losses incurred by that business between 1 April 2023 and 12 December 2023. In the six months to 30 September 2023 the Cyber Division's revenues had grown by c.3% but this was much less than planned as referenced previously and the Group remained loss making and cash negative. The Group's results for the year are set out in the consolidated statement of comprehensive income. Net assets at 31 March 2024 primarily consisted of cash balances of £0.53m, with other amounts arising from routine amounts for debtors, prepayments, trade payables, payroll taxes and accruals. The Group had no debt and all assets and liabilities (including the premises in Reading) relating to the former cyber security businesses were treated as items held for sale in the accounts for the year to 31 March 2023. Overall shareholders' funds decreased to £0.39m (2023: £1.80m) due to losses from continuing and discontinued operations. 

Subsequent Events Review and Future Strategy

Since this disposal, the Company's strategy has been to identify another company or business to acquire in exchange for the issue of Ordinary Shares in a single transaction (a "reverse takeover" or "RTO") or, if no suitable acquisition could be identified on a timely basis, to appoint a liquidator and enter an MVL and return any remaining cash to shareholders. In considering the Company's future strategy, the then Directors sought to identify opportunities offering the potential to deliver value accretion to shareholders over the medium to long-term in the form of capital and/or dividends.

On 13 June 2024, the Company's shares were suspended from trading on the AIM market as it was not able to make an acquisition or acquisitions which constituted a reverse takeover under Rule 14 of the AIM Rules, within six months of becoming an AIM Rule 15 cash shell, in accordance with Rule 15 of the AIM Rules.

On 28 October 2024, the Company announced a refinancing of £500,000 (before expenses), through a subscription for 9,615,385 new Ordinary Shares at an issue price of 5.20 pence per new Ordinary Share, representing a 131% premium to the last share price, and also to the expected proceeds from an MVL. The investment was by Salonica GP (advised by Salonica Capital Ltd) and is to support the execution of an RTO by the acquisition of an identified asset (the "Acquisition"), as set out below, in the media and entertainment sector. On 13 November 2024 the investment was completed following approval by the Company's shareholders and Othman Shoukat and Richard Collett joined the Board. Cash balances on 31 December 2024 were £674,210.

The Acquisition, which was introduced by Salonica Capital, will be of a newly incorporated company which is has been established to acquire the global distribution rights of certain media assets and technology licences from an established international media company, and this process is currently underway. Its management team, who are highly experienced in this sector, are focussing their plans on driving recurring revenues from these assets as well as event specific revenues. The Acquisition is currently expected to complete in the second quarter 2025. Consideration for the Acquisition is expected to be settled via the issue of new Ordinary Shares in the capital of the Company. A fundraising may be undertaken alongside this to accelerate the development and growth of the Company, as well as to settle certain contingent deal costs. Should the Acquisition complete as envisaged, shareholders will each receive a further seven new Ordinary Shares by way of bonus issue for every four Ordinary Shares they hold. This will increase the uplift to shareholders to 536% compared to the last quoted price.

Consolidated income statement

for the year ended 31 March 2024

Consolidated statement of financial position

as at 31 March 2024

Consolidated statement of changes in equity

for the year ended 31 March 2024

The share capital account represents the amount subscribed for share capital, net of share issue expenses. Share issue expenses comprise the costs in respect of the issue by the Company of new shares.

Accumulated losses represent the cumulative losses of the Group attributable to the owners of the parent.

The share-based payment reserve represents the cumulative share option and warrant charges.

The 2022 Liabilities reserve was a special non distributable reserve in respect of certain longer-term liabilities including HMRC COVID -19 deferral and rental liabilities on the Reading office. This reserve was created as part of the capital variation in completed in February 2021. The balance on this account transferred to accumulated losses on 31 December 2022.

Consolidated cash flow statement

for the year ended 31 March 2024

Notes to the consolidated financial statements

for the year ended 31 March 2024

1.   General information

Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell under Rule 15 of the AIM rules. This followed the disposal of its trading subsidiaries in the cyber security division on 12 December 2023. The Company is a public limited company which is listed on the AIM Market of the London Stock Exchange and is incorporated and domiciled in the British Virgin Islands. The address of its registered office is PO Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. The UK registered office is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading, RG1 1AX.

2.   Summary of significant accounting policies

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

2.1 Basis of preparation

These consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standards. The functional and presentational currency for the financial statements is Sterling. The financial statements have been prepared under the historical cost convention, as modified by financial assets and financial liabilities at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

2.1.1 Going concern.

The company is now a cash shell with no trading operations. On 31 December 2024 it had cash balances of £674,210 and has an expected cash consumption of c£32,000 per month comprising of directors' fees, audit fees and PLC running costs. The sale of the Cyber Division in December 2023 included a Warranties and Indemnities insurance policy which caps the Company's liabilities (save in the case of fraud) at £1. The major expected cost going forward is expected to be professional fees which will be incurred on pursuing the identified Acquisition. This potential transaction will require the usual advisory fees, and these will be incurred across is delivery.  Contingent fee arrangements will be used where practicable and economic.  

The definition of a going concern is that of "any entity unless its management intends to liquidate the entity or to cease trading or has no realistic alternative to liquidation or cessation of operations". The directors took the decision to cease trading through the disposal in December 2023 of all the trading subsidiaries of the Company and, as such, have prepared the financial statements on a basis other than a going concern. The directors do not consider that this basis of preparation has given rise to any material differences compared to the financial statements prepared on a going concern basis.

2.1.2 New and Revised Standards

New and amended IFRS Accounting Standards that are effective for the current year

There are a number of standards and amendments to standards which have been issued by the IASB that are effective in future accounting periods that have not been adopted early. The following standard is effective for annual reporting periods beginning on or after 1 January 2024:

·      IFRS 17 Insurance Contracts

·      Classification of liabilities as current or non-current (Amendments to IAS 1)

·      Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12)

·      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

·      Classification of Financial Instruments (Amendments to IFRS 9)

·      Non-current liabilities with covenants (Amendments to IAS 1)

·      Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

New and revised IFRS Accounting Standards in issue but not yet effective

The following amendments are effective for annual reporting periods beginning on or after 1 January 2025:

·      Guidance on the exchange rate to use when a currency is not exchangeable (Amendments to IAS 21)

·      Accounting treatment for the sale or contribution of assets (Amendments to IFRS 10 and IAS 28)

The following standards are effective for annual reporting periods beginning on or after 1 January 2027:

·      IFRS 18 Presentation and Disclosure in Financial Statements

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures

2.2 Consolidation

Subsidiaries

Subsidiary undertakings are entities that are controlled by the Company. The definition of control involves three elements: power over the investee; exposure or rights to variable returns and the ability to use the power over the investee to affect the amount of the investor's returns. The Group generally obtains power through voting rights. Subsidiaries are consolidated from the date at which the Group obtains the relevant level of control and are treated as disposed of, and so de-consolidated from the date at which that control ceases.

The acquisition method of accounting is used for all business combinations. On acquisition, the cost is measured at the aggregate of their fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquire. Any costs directly attributable to the business combination are expensed as incurred. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (Revised), "Business Combinations" are recognised at fair values at the acquisition date.

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the difference is recognised directly in profit or loss. Any subsequent adjustment to reflect changes in consideration arising from contingent consideration amendments are recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group. All subsidiaries are wholly owned by the Group.

2.3 Segmental reporting

In accordance with IFRS 8, segmental information is presented based on the way in which financial information is reported internally to the chief operating decision maker. The Group's internal financial reporting was historically organised along product and service lines, but this as a consequence of the disposal of trading operations on 12 December 2023, has been changed to reflect discontinued and continuing items. A business segment is a group of assets and operations engaged in providing products and services that are subject to risks and returns which are different from those of other business segments.

2.4 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities.

Revenue is recognised on the following bases:

Class of revenue                  Recognition criteria

Subscription fees                   straight line basis over the life of the contract

Managed services                 straight line basis over the life of the contract

Consultancy                            on delivery of service to customers

Vulnerability assessment     on delivery of service to customers

Revenue is recognised as the client receives the benefit of the services provided under a commercial contract, in an amount that reflects the consideration to which the provider expects to be entitled for the transfer of the goods or services.

Performance obligations and timing of revenue recognition

Revenue from the provision of professional services such as penetration testing, consultancy and strategic intelligence assignments are recognised as services are rendered, based on the contracted daily billing rate and the number of days delivered during the period. Revenue from pre-paid contracts are deferred in the statement of financial position and recognised on utilisation of service by the client.

Revenue from cyber monitoring contracts (including installation), intelligence embedded analyst and report subscriptions includes advance payments made by the customer is deferred (as a contract liability) and is then subsequently recognised on a straight-line basis over the term of the contract. Where they are billed periodically in a monthly in arrears basis, revenues are recognised at that point.

Contracts values are typically fixed price and the pricing level is based on management experience of pricing adequate mark up of prime cost. Where additional services need to be delivered outside of the contract a time and materials basis based on day rates is used.

Determining the transaction price

The Group's revenue is derived from fixed price contracts and therefore the amount of revenues to be earned from each contract is determined by reference to those fixed prices. Costs of obtaining long-term contracts and costs of associated sales commissions are prepaid and amortised over the terms of the contract on a straight-line basis. Commissions paid to sale staff for work in obtaining the Prepaid Consultancy are recognised in the month of invoice. The timing and any conditionality for the payment of commissions is governed under the then applicable sales incentive plan.

Revenues are exclusive of applicable sales taxes and are net of any trade discounts. There are no financing components in any of our revenue streams.

Contract Assets (accrued incomes) balance was £nil (2022: £21,100) as all arose from assets held for sale and were reflected in that balance. Contract Liabilities (deferred incomes) balance of £nil (2022: £529,496) were similarly included in assets held for sale.  All contract assets had short cash conversion periods and all assets at the year-end have since been monetised. All contract assets and liabilities related to discontinued items.

The Board considers that the information in note 4 adequately depicts how the nature, amount, timing and uncertainty of revenue and cash flow are affected by economic factors.

2.5 Taxation

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profit as shown in the income statement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liability for the year is calculated using tax rates which have either been enacted or substantively enacted at the reporting date.

Deferred tax is provided in full, using the liability method on temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates which have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of tax assets and unutilised tax losses, to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and the carrying forward of tax assets and unutilised tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and adjusted to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Conversely, previously unrecognised deferred tax assets are recognised to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date.

2.6 Foreign Currency

The Company has determined Sterling as its functional currency, as this is the currency of the economic environment in which the Company predominantly operates.

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, the monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary assets and liabilities are carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on exchange are included in profit or loss.

Foreign currency differences arising on retranslation are recognised in profit or loss.

In the case of foreign entities, the financial statements of the Group's overseas operations are translated as follows on consolidation: assets and liabilities, at exchange rates ruling on reporting date, income and expense items at the average rate of exchange for the period and equity at exchange rates ruling on the dates of the transactions. Exchange differences arising are classified as equity and transferred to a separate translation reserve. Such translation differences are recognised in profit or loss in the period in which the operation is disposed of. Foreign exchange gains and losses arising from monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely within the foreseeable future, are considered to form part of net investment in a foreign operation and are recognised directly in equity.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Foreign currency gains and losses are reported on a net basis.

2.7 Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A review for indicators of impairment is performed annually. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Any impairment charge is recognised in the income statement in the year in which it occurs. When an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in the original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have resulted, net of depreciation, had no impairment loss been recognised for the asset in prior years.

2.8 Financial instruments

The Group applies a simplified method of the expected credit loss model when calculating impairment losses on its financial assets which are measured at amortised cost such as trade receivables, other debtors and prepayments. This resulted in greater judgement due to the need to factor in forward-looking information when estimating the appropriate amount to provisions.

(a) Financial Assets

The Group's Financial Assets include Cash and Cash Equivalents, Trade Receivables and Other Receivables.

·      Initial Recognition and Measurement: Financial Assets are classified as amortised cost and initially measured at fair value.

·      Subsequent Measurement: Financial assets are subsequently measured at amortised cost, using the effective interest method, less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would be immaterial. The company only offers short (typically 30 day) periods of credit to its customers.

·      Derecognition of Financial Assets: The Company derecognises a Financial Asset only when the contractual rights to the cash flows from the asset expire, or it transfers the Financial Asset and substantially all the risks and rewards of ownership of the asset to another entity.

(b) Financial Liabilities and Equity Instruments

The Group's Financial Liabilities include Trade Payables, Accruals and Other Payables. Financial Liabilities are classified at amortised cost.

(c) Investments

Investments not in subsidiary undertakings are carried at fair value through profit and loss.

Classification as Debt or Equity. Financial Liabilities and Equity Instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a Financial Liability and an Equity Instrument.

2.9 Share capital

Ordinary shares (of nil par value) in the Company are classified as equity. By definition all amounts arising from the issue of these shares are attributable to Share Capital as are any directly attributable (including any warrants issued as commissions) to issue of new shares are shown in equity as a deduction to the share capital account. The Company does not maintain a separate share premium account.

2.10 Reserves

The consolidated financial statements include the following reserves: translation reserve, share option reserve, 2022 Liabilities reserve and accumulated losses. Premiums paid on the issue of share capital, less any costs relating to these, are posted to the share capital account as referenced above.

2.11 Trade payables

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

Trade payables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. As the payment period of trade payables is short, future cash payments are not discounted as the effect is not material.

2.12 Leases

When entering into a contract the Group assesses whether or not a lease exists. A lease exists if a contract conveys a right to control the use of an identified asset under a period of time in exchange for consideration. Leases of low value items and short-term leases (leases of less than 12 months at the commencement date) are charged to the profit or loss on a straight-line basis over the lease term in administrative expenses.

The Group recognises right-of-use assets at cost and lease liabilities on the statement of financial position at the lease commencement date based on the present value of future lease payments. The right-of-use assets are amortised on a straight-line basis over the length of the lease term. The lease liabilities are recognised at amortised cost using the effective interest rate method. Discount rates used reflect the incremental borrowing rate specific to the lease.

2.13 Pensions

The Company operates a defined contribution pension scheme under which fixed contributions are payable. Pension costs charged to the income statement represent amounts payable to the scheme during the year.

2.14 Share-based payments

The cost of share-based payment arrangements, which occur when employees receive shares or share options, is recognised in the income statement over the period over which the shares or share options vest.

The expense is calculated based on the value of the awards made, as required by IFRS 2, 'Share-based payment'. The fair value of the awards is calculated by using the Black-Scholes and Monte Carlo option pricing models taking into account the expected life of the awards, the expected volatility of the return on the underlying share price, vesting criteria, the market value of the shares, the strike price of the awards and the risk-free rate of return. The charge to the income statement is adjusted for the effect of service conditions and non-market performance conditions such that it is based on the number of awards expected to vest. Where vesting is dependent on market-based performance conditions, the likelihood of the conditions being achieved is adjusted for in the initial valuation and the charge to the income statement is not, therefore, adjusted so long as all other conditions are met.

Where an award is granted with no vesting conditions, the full value of the award is recognised immediately in the income statement.

2.15 Provisions

Provisions are recognised in the statement of financial position where there is a legal or constructive obligation to transfer economic benefits as a result of a past event. Provisions are discounted using a rate which reflects the effect of the time value of money and the risks specific to the obligation, where the effect of discounting is material.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time, value of money and the risks specific to the obligation. The increase in provision due to the passage of time is recognised as interest expense.

3.   Critical accounting estimates and judgements

The preparation of the Group financial statements in conformity with IFRSs as applied in accordance with the provisions of the Companies Act 2006 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the present circumstances. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below.

Estimates:

Management do not consider there to be significant accounting estimates in respect of the year ended 31 March 2024 or 31 March 2023.

Treatment of disposed assets & liabilities discontinued operations

On 12 December 2023, the Company announced that it had completed the disposal of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited (together the "Cyber Division") for an enterprise value of £4.2 million (payable in cash) to Thetis Bidco Limited. This represented all of the professional services and monitoring managed services operating segments other than some remaining operating costs supporting the AIM Rule 15 cash shell. In the year ended 31 March 2023, management were committed to selling the Cyber division with the sale of these businesses being considered highly probable within 12 months. There was a board meeting held on 30 March 2023 to discuss the sale of the Cyber Division and a letter was sent to BOOST&Co on 31 March 2023 outlining the position, therefore 31 March 2023 is considered to be the date the Cyber Division are classified as held for sale and therefore included in discontinued operations. All assets and liabilities relating to the cyber security division, including those which were held in the name of the parent company (such as the lease on the Reading offices) and the borrowings from BOOST&Co (which were held by Falanx Cyber Defence Limited) were therefore treated as items held for sale.

4.   Segmental reporting

As described in note 2, the Directors consider that the Group's internal financial reporting is organised along continuing and discontinuing lines of business following the disposal of the strategic intelligence business on 6 October 2021 and the disposal of the remaining cyber business on 12 December 2023.  At that point the operations of the group were ceased and remaining infrastructure reorganised to support a cash shell.

The results for the business operating segment for the years ended 31 March 2024 and 31 March 2023 are as follows:

Segment assets consist primarily of property, plant and equipment, intangible assets, trade and other receivables and cash and cash equivalents. Unallocated assets comprise deferred tax assets, financial assets held at fair value through profit or loss and derivatives.

Segment assets, liabilities and capital expenditure for the year then ended are as follows:

Geographical information

Discontinued items historically operated in five geographical areas, although all were managed on a worldwide basis from the Group's head office in the United Kingdom. All non-current assets are in the United Kingdom.

A geographical analysis of revenue and non-current assets is given below. Revenue is allocated based on location of customer; non-current assets are based in the United Kingdom. Continuing revenues were £13,935 in 2024 (2022: £nil) and arose from support by the buyers of the Cyber division disposed of on 12 December 2023.

Revenue by geographical location

5.   Discontinued operations

On 12 December 2023, Cloudified announced that it had completed the disposal of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited (together the "Cyber Division") for an enterprise value of £4.2 million payable in cash to Thetis Bidco Limited. This represented all of the professional services and monitoring managed services operating segments other than some remaining operating costs supporting the AIM Rule 15 cash shell. In the year ended 31 March 2023, management were committed to selling the Cyber division with the sale of these businesses being considered highly probable within 12 months. There was a board meeting held on 30 March 2023 to discuss the sale of the Cyber Division and a letter was sent to BOOST&Co on 31 March 2023 outlining the position, therefore 31 March 2023 is considered to be the date the Cyber Division, including certain costs relating to the former premises of the Company which were in support of the Cyber Division, are classified as held for sale at 31 March 2023 and included in discontinued operations.

The results of the discontinued operations and the effect of the discontinued operations on the financial position of the Group were as follows:

Financial performance and cash flow information

Results of the discontinued operations for the year for Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited

Net cash flows from investing activities does not include proceeds from the disposal of discontinued operations of £1,181,148.

Effect of discontinued operations on the financial position of the Group

6.   Basic and diluted earnings per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. There are no dilutive share options at present as these would currently increase the loss per share.

Weighted average number of shares used as the denominator

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all dilutive potential ordinary shares. The Company's dilutive potential ordinary shares arise from warrants and share options. In respect of the warrants, a calculation is performed to determine the number of shares that could have been acquired at fair value, based upon the monetary value of the subscription rights attached to the outstanding warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrants.

At 31 March 2024, the potentially dilutive ordinary shares were anti-dilutive because the Group was loss-making. The basic and diluted earnings per share as presented on the face of the income statement are therefore identical. All earnings per share figures presented above arise from continuing and total operations and, therefore, no earnings per share for discontinued operations is presented.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of the options Therefore per IAS 33:36 the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

7.   Events after the reporting period

Further to the RNS of 28 October 2024 and the launch of the circular, which was approved at the shareholders meeting on 13 November 2024, the board is pleased that Salonica have invested £500,000 for ordinary shares in the Company. Salonica have appointed 2 directors who bring significant sector and corporate finance skills to the board. This bolsters its existing cash resources to cover operating costs and professional fees supporting the acquisition of identified assets in the media and events sector. This will constitute an RTO under the AIM rules. It is the Company's intention that it will seek admission in the first few months of 2025 with an RTO announced, and during this period it will still govern itself as if it was a quoted company.

The statutory accounts for the year ended 31 March 2024 have not yet been delivered to the Registrar of Companies. The auditors have reported on them, and their report was qualified, but did not contain a statement, which had the Company been UK incorporated, would have been required under either Section 498 (2) or Section 498 (3) of the Companies Act 2006. The qualification related to a limitation in scope during the audit process where certain records relating to a disposed of operation could not be accessed for audit purposes, but that there was no impact on the financial position. It also included an emphasis of matter which explained that the directors having made the decision to dispose of the trading subsidiaries of the group, have made the decision to cease trading and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. This final results announcement does not constitute statutory accounts under Section 435 of the companies Act 2000.