Source - LSE Regulatory
RNS Number : 7798O
Maestrano Group PLC
11 February 2021
 

11 February 2021

Maestrano Group PLC ("Maestrano" or the "Company" or the "Group")

 

Interim Accounts

 

Maestrano Group PLC (AIM: MNO), the Artificial Intelligence platform for transport corridor analytics, announces unaudited results for the six months ending 31 December 2020.

 


Six months to

31 December 2019

£'000

Six months to

31 December 2020

£'000

% change

% change

(constant currency*)

Total revenue

319

728

+128%

+126%

Cost of sales

103

247

+138%

+137%

Total expenses

927

1,274

+37%

+36%

Other income

2

112



EBITDA

(710)

(681)

+6%

+5%

 

*Constant currency reflects the results had the underlying transactional currencies, (i.e. USD, AUD and GBP) remained constant across the full financial year

 

 

Key Financial Highlights

 

·    Total revenue up 128% in reported currency and 126% at constant currency.  This increase reflects the strong business growth from Airsight (acquired 1 November 2019).

 

·    Total expenses increased by 37% (36% at constant currency) as the Company invested in additional engineers and sales staff, particularly in the USA, in response to the large-scale opportunities apparent to the board and management.

 

·    Underlying EBITDA before exceptional one-off items was a loss of £681K, a 6% improvement, driven by the increase in expenses being balanced by increased revenue. It should be noted that H1 2019 expenses and EBITDA have been adjusted following a change in the accounting recognition of the research and development rebate from November 2019 to June 2019.

 

·    As at 31 December 2020 Cash balance was £849,898 and Net Assets were £2,236,261.

 

 

Enquiries:

Maestrano Group plc

Ian Buddery,  Chairman                                                 c/o Arden Partners

Arden Partners (Nominated Adviser and Broker)

Richard Johnson / Ruari McGirr / Akhil Shah         +44 (0)20 7614 5900

 

 

 

About Maestrano

Maestrano offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport sector, employing sophisticated artificial intelligence algorithms.

Further information on the Company is available at:  www.maestrano.com 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.



 

 

Maestrano Group plc

Review of operations by the Chief Executive Officer

31 December 2020

 

Maestrano Group Plc ("the Group") acquired Airsight Holdings Pty on 1 November 2019.  The Group offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport and infrastructure sectors, employing sophisticated artificial intelligence algorithms.

Overview of results

We have made excellent progress in the six months to 31 December 2020, exceeding our business plan objectives both strategically and financially.

Customer contracts have all performed well and of particular note is the strength of our relationship with ARTC in Australia and Network Rail in the UK, with contract renewal and expansion in both cases.

We appointed a Vice President Americas in May 2020 then followed with the appointment of a senior USA rail executive as Head of Global Rail Solutions in November 2020.  We plan further expansion of this team in the second half on the financial year, as activity builds with major US Railroads.

The Company designs and manufactures a lightweight LiDAR (Light Direction and Ranging) "payload" for installation on drones and other vehicles (including rail locomotives) under the Nextcore brand.  In November 2020 we announced the release of a new version, the RN100, with double the performance at marginally increased cost.  The previous RN50 continues as the entry-level product.

Revenue for the half year is summarised as follows:


Six Months to

31 December 2020

£ '000

Six Months to 31 December 2019

£ '000


Change






Enterprise implementation (former Maestrano activity)

 

0

196



Enterprise subscriber

(former Maestrano activity)

 

0

    4



Corridor / Nextcore / Cordel (Airsight from Nov 2019)

 

728

           119



Total Revenue

728

319


+128%

 

Note: Maestrano acquired Airsight on 1 November 2019, so only November and December revenue is included for the six months to 31 December 2019.

Underlying EBITDA for the period was a loss of £0.681 million.

 

Revenue comparison with Airsight revenue for the full 6 month period in 2019 is as follows:


Six Months to

31 December 2020

£ '000

Six Months to

31 December 2019

£ '000


Change






Corridor / Nextcore / Cordel  (Airsight)

 

728

           414


    +76%

Total Revenue

728

414


+76%

 

Ongoing operations

The Company operates from offices in London, UK and Newcastle, Australia.  The Company has staff in Australia, the USA and the UK. The Company has customers in Australia, New Zealand, the UK and Japan and is pursuing opportunities in the USA. Since the acquisition of the Airsight Holdings business in November 2019, the company has continued investing in its renewed growth strategy.  As of 31 December 2020, the Company had cash and trade receivables totalling £1.07m.

Outlook

The Company has a well evolved and differentiated value proposition for its target markets and is looking forward to continuing growth in 2021 and beyond. 

 

Nicholas Smith

Chief Executive Officer

11 February 2021

 

 

 

 

 



 

Maestrano Group plc

Review of operations by the Chief Financial Officer

31 December 2020

 

As noted above this period has been focused on integrating the acquired business and preparing an operating model for ongoing operations.

A summary of the Group's results are as follows:


Six Months to

Six Months to




31 December 2020

31 December 2019


Change


 £ '000                            

 £ '000                         



Enterprise implementation

0

196



Enterprise subscriber

4

4



Airsight (from 1 November 2019)

728

119



Total Revenue

728

319


128%






Direct Cost of sale

247

103


138%

Gross Margin

481

216


123%






Employee expenses

823

445


85%

Occupancy expenses

 10

107


-91%

Professional Fees

277

286


-3%

Other operational expenses

 164

            89


84%

Total expenses

1,274

927


37%






Other income

110

             1


100%

Interest income

2

1


100%






EBITDA (earnings before interest expenses, taxation, depreciation and amortisation adjusted for other one-off items

(681)

(710)


6%






Depreciation

41

4


-925%

Finance Costs

6

1


     -500%

Other non-operating costs

6

0



Loss before income tax expenses

(734)

(714)


2%

Income tax

0

0



Loss after income tax expense

(734)

(714)


2%

 

The above consolidated statements of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

 

 

Revenue

Total revenue for the period increased by 128% to £0.73 million.  The increase of revenue follows the successful completion of Airsight Holdings (Corridor Holdings) acquisition in November 2019.  The prior period included two months of the Airsight Holdings revenue. 

 

Operating expenses

Overall operating, restructuring, and acquisition expenses increased by £0.35 million compared to the previous corresponding period primarily as a result of increases in staff engaged in the development of the Cordel product.  Staff expenses increased £0.38 million to £0.82 million.  As at the 31 December 2020, Maestrano employed 28 staff across Australia, the UK and US.

 

Other income of £0.11 million, stems from support received from the Australian and New South Wales Governments in relation to Job Keeper, Economic Boost and payroll tax during the COVID-19 shutdowns.

 

It should be noted that the 2019 information has been adjusted following a change in the recognition of the research and development rebate from November 2019 to June 2019.

 

Underlying EBITDA for the period was a loss of £0.68 million, prior period was £0.71 million.

 

Finance and other non-operating expenditure were £0.12 million for the period relating the amortisation of right to use assets primarily property leases.

 

The loss after tax for the period was £0.73 million an increased loss of 2% compared to £0.71 million in the previous corresponding period.

 

Balance sheet, cash and working capital

The Group balance sheet remained strong with cash resources of £0.85 million and trade receivables of £0.22 million as at 31 December 2020.  Cash outflow from operating activities was £0.94 million.

 

Underlying basis of EBITDA

The Group manages its operations by looking at the underlying EBITDA which excludes the impact of a number of one-off and non-cash items as this, in the Board's opinion, provides a more representative measure of the Group's performance. A reconciliation between the reported loss before tax and underlying EBITDA is included at note 6 to the financial statements.

 

Robert Lojszczyk

Chief Financial Officer

11 February 2021



 

Maestrano Group plc

Consolidated statements of profit and loss and other comprehensive income

For the period ended 31 December 2020



Unaudited six months

 Audited year



ended 31 December

 ended 30 June


Note

2020

2019

   2020



 £                              

£                           

£

Revenue from contracts with customers

4

-

199,475

183,910

Airsight (from 1 November 2019)


728,392

119,292

688,360

Total Revenue


728,392

318,767

872,270






Direct Cost of sale


(247,163)

(102,669)

(254,430)

Gross Margin


481,229

216,098

617,840






Employee expenses


(822,665)

(445,375)

(1,169,112)

Occupancy expenses


(10,397)

(107,090)

(106,174)

Professional Fees


(276,834)

(285,979)

(485,611)

Other operational expenses


(164,434)

(89,068)

(139,678)

Total expenses


(1,274,329)

(927,513)

(1,900,575)






Other income

5

109,522

798

441,617

Interest income


1,723

553

1,725






EBITDA (earnings before interest expenses, taxation, depreciation and amortisation adjusted for other one-off items


(681,855)

(710,064)

(839,393)






Depreciation


(40,523)

(4,016)

(36,104)

Finance Costs


(5,837)

(564)

(9,462)

Other non-operating costs


(5,972)

0

(84,990)

Loss before income tax expenses


(734,187)

(714,644)

(969,949)

Income tax


-

-

-

Loss after income tax expense for the period


(734,187)

(714,644)

(969,949)






Other comprehensive income





Items that may be reclassified subsequently to profit or loss





Foreign currency translation


124,425

(13,659)

115,651






Total comprehensive income for the period


(609,762)

(728,303)

(854,298)






Loss for the period attributable to:





Non-controlling interest


0

0

0

Owners of Maestrano Group plc


(734,187)

(714,644)

(969,949)



(734,187)

(714,644)

(969,949)






Total comprehensive income for the period is attributable to:





Non-controlling interest


0

0

0

Owners of Maestrano Group plc


(609,762)

(728,303)

(854,298)



(609,762)

(728,303)

(854,298)






Basic earnings per share (pence per share)

15

(0.50)

(0.49)

(0.78)

Diluted earnings per share (pence per share)

15

(0.50)

(0.49)

(0.78)

 

 

The above consolidated statements of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

 

 

 

Maestrano Group plc

Consolidated balance sheet as at 31 December 2020



Unaudited

Audited



 December 31

 June 30


Note

2020

2019

2020

Assets


£

£

£

Non-current assets





Intangibles


1,223,403

1,049,272

1,223,403

Lease Assets


110,906

202,538

138,963

Property, plant & equipment


122,224

49,600

80,175

Total non-current assets


1,456,533

1,301,411

1,442,541






Current assets





Trade and other receivables

7

223,518

116,974

181,843

Other

8

316,189

47,589

447,061

Cash and cash equivalents


849,898

1,947,940

1,564,267

Total current assets


1,389,605

2,112,503

2,193,171






Total Assets


2,846,139

3,413,913

3,635,712






Liabilities





Non-Current liabilities





Lease Liabilities


63,000

-

84,788

Total non-current liabilities


63,000

-

84,788






Current liabilities





Trade and other payables

9

374,804

101,873

253,414

Unearned Income


25,963

-

103,091

Contingent Consideration


-

-

127,834

Lease Liabilities


52,706

202,538

70,875

Borrowings


15,200

31,059

-

Employee benefits


78,205

122,574

149,687

Total current liabilities


546,878

458,045

704,901






Net assets/(liabilities)


2,236,261

2,955,869

2,846,023






Equity





Share Capital


1,460,854

1,460,853

1,460,854

Share premium account


7,781,192

7,781,194

7,781,192

Other reserves

10

2,404,599

2,156,240

2,280,174

Accumulated losses


(9,410,384)

(8,442,418)

(8,676,197)

Equity/(deficiency) attributable to the owners of Maestrano Group plc


2,236,261

2,955,869

2,846,023

Non-controlling interest


0

0

0






Total equity/(deficiency)


2,236,261

2,955,869

2,846,023

 

 

 

The above consolidated balance sheet should be read in conjunction with the accompanying notes

 

 

 

 

The interim financial statements of Maestrano Group plc (company number 1109701 (England and Wales)) were approved by the Board of Directors and authorised for issue on 11 February 2021.  They were signed on its behalf by:

                                                               

               

Ian Buddery                                                                                                       Jonathan Macleod

Chairman                                                                                                             Director

11 February 2021                                                                                              11 February 2021

 

 



 

Maestrano Group plc

Consolidated statements of changes in equity

For the period ended 31 December 2020

 

 









Share

Share

Other

Accumulated

Non

Total

Unaudited six months ended

Capital

premium

reserves

Losses

Controlling

deficiency

 31 December 2019


account*



Interest

in equity


£

£

£

£

£

£

Balance at 1 July 2019

800,403

7,583,057

2,164,523

(7,720,773)

0

2,490,209








Loss after income tax expense for the period




(714,644)

0

(714,644)

Other comprehensive income for the period, net of tax



(13,659)



(13,659)








Total comprehensive income for the period

0

0

(13,659)

(714,644)

0

(728,303)








Transactions with owners in their capacity as owners:







Acquisition Airsight Holdings

660,450

198,135

0



858,585

Share-based payments (note 16)



5,411



5,411








Balance at 31 December 2019

1,460,853

7,781,192

2,156,275

(8,435,417)

0

2,962,869
















Share

Share

Other

Accumulated

Non

Total

Unaudited six months ended

Capital

premium

reserves

Losses

Controlling

Deficiency

 31 December 2020


account*



Interest

in equity


£

£

£

£

£

£

Balance at 1 July 2020

1,460,854

7,781,192

2,280,174

(8,676,197)

0

2,846,023








Loss after income tax expense for the period




(734,187)


(734,187)

Other comprehensive income for the period, net of tax



124,425



124,425








Total comprehensive income for the period

0

0

124,425

(734,187)

0

609,762








Transactions with owners in their capacity as owners:







Share-based payments (note 16)

0

0

0

0

0

0








Balance at 31 December 2020

1,460,854

7,781,192

2,404,599

(9,410,384)

0

2,236,261

 

 

 

 

 

 

 

 

 

 

Maestrano Group plc

Consolidated statements of changes in equity (cont'd)

For the period ended 31 December 2020

 

 

 

 


Share

Share

Other

Accumulated

Non

Total



Audited year ended

Capital

premium

reserves

Losses

Controlling

deficiency



 30 June 2020


account*



Interest

in equity




      £

       £

      £

          £

        £

        £



Balance at 1 July 2019

800,403

7,583,057

2,164,523

(8,057,774)

0

2,490,209












Loss after income tax expense for the period




(969,949)


(969,949)



Other comprehensive income for the period, net of tax



115,651



115,651












Total comprehensive income for the period

0

0

115,651

(969,949)

0

(858,298)












Transactions with owners in their capacity as owners:









Share Issue

660,451

198,135




858,586












Balance at 30 June 2020

1,460,854

7,781,192

2,280,174

(8,676,197)

0

2,846,023





















*    The share premium account is used to recognise the difference between the issued share capital at nominal value and the capital received, net of transaction costs


The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

 



 

Maestrano Group plc

Consolidated statements of cash flows

For the period ended 31 December 2020

 








Unaudited six months

Audited year



ended December 31

ended June 30



2020

2019

2020



£

£

£

Cash flows from operating activities





Loss before income tax expense for the period


(734,187)

(714,644)

(969,949)






Adjustments for:





Depreciation and amortisation


40,523

4,016

36,104

Share-based payments


0

5,411

0

Foreign exchange differences


0

0

(150,141)

Interest received


(1,723)

(553)

(1,725)

Interest and other finance costs


5,837

0

9,462



(689,550)

(705,770)

(1,076,249)






Change in operating assets and liabilities:





Increase in inventories


(126,236)

0

(122,473)

Decrease/(increase) in trade and other receivables


218,142

764,730

391,245

Increase/(decrease) in lease assets


(14,822)

(202,538)

0

Decrease/(increase) in other operating assets


(2,594)

40,073

101,510

(Decrease)/Increase in trade and other payables


(41,651)

(426,559)

(148,630)

Decrease in other liabilities


0

0

(33,114)

Increase/(decrease) in lease liabilities


(13,809)

202,538

0

Increase (decrease) in employee benefits


(11,098)

57,299

0



(681,618)

(270,227)

(887,711)

Interest Received


1,723

553

1,725

Interest and other finance costs paid


(5,837)

0

(3,280)

Income taxes paid


0

0

0

Net cash used in operating activities


(685,732)

(269,674)

(889,266)






Cash flows from investing activities





Aggregate cash flow on acquisition of subsidiary


0

0

18,310

Payments for property, plant and equipment


(72,438)

(12,684)

(71,589)






Net cash used in investing activities


(72,438)

(12,684)

(53,279)






Cash flows from financing activities





Interest on lease payments


0

0

(6,181)

Repayment lease arrangements


(11,069)

(16,903)

0






Net cash from financing activities


(11,069)

(16,903)

(6,181)





Net increase/(decrease) in cash and cash equivalents


(769,239)

(299,261)

(948,726)

Cash and cash equivalents at the beginning of the financial period

1,564,267

2,247,201

2,247,201

Effects of exchange rate changes on cash and cash equivalents

54,870

0

265,792

Cash and cash equivalents at the end of the financial period


849,898

1,947,940

1,564,267

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes

 

Maestrano Group plc

Notes to the consolidated financial statements

For the period ended 31 December 2020

 

Note 1. General information

 

The financial statements cover Maestrano Group plc ('Company') as a consolidated entity consisting of Maestrano Group plc and the entities it controlled at the end of, or during, the period (referred to as the 'Group'). The financial statements are presented in Pound Sterling, which is Maestrano Group plc's functional and presentation currency.

 

The Company was incorporated on 6 December 2017 as a private company, Maestrano Group Limited. On 11 May 2018, the Company converted to a public company, Maestrano Group plc and on 30 May 2018 was admitted onto the Alternative Investment Market ('AIM'). On 19 April 2018, as part of a group reorganisation, the Company acquired 100% of the ordinary shares of Maestrano Pty Ltd from the existing shareholders and became the immediate and ultimate parent of the Group.  On 31 October 2019, Maestrano Group plc acquired 100% of the shares in Airsight Holdings Pty Limited, an Australian based company.

 

Maestrano Group plc is a listed public company limited by shares, incorporated and domiciled in England and Wales. Its registered office and principal place of business are:

 

Registered office                                                             Principal place of business

10 John Street                                                                   2/2 Frost Drive

London WC1N 2EB                                                           Mayfield West NSW 2304

United Kingdom                                                               Australia

 

A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 11 February 2021. The directors have the power to amend and reissue the financial statements.

 

Note 2. Significant accounting policies

 

These financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with International Accounting Standards IAS 34 'Interim Financial Reporting'.

 

These interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the Company during the interim reporting period.

 

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board that are mandatory for the current reporting period.   Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

 

Going concern

The financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future. In assessing whether the going concern assumption is appropriate, the directors have considered the Group's existing working capital and are of the opinion that the Group has adequate resources to undertake its planned program of activities for the 12 months from the date of approval of these financial statements. Further details of the directors' considerations in relation to going concern are included in the directors' report.

 

Note 3. Operating segments

 

Identification of reportable operating segments

The Group operates in one segment being provision of data integration and analytic services. This operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

 

The operating segment information is the same information as provided throughout the consolidated financial statements and are therefore not duplicated.

 

Note 4. Revenue from contracts with customers

 


Unaudited six months

Audited year


ended December 31

ended June 30


2020

2019

2020





Enterprise implementation

£   

0        

£                 195,919

£  

179,572          

Enterprise subscriber & services

0

3,556

4,338

Airsight Holdings

728,392

119,292

688,360





Revenue from contracts with customers

728,392

318,767

872,270

 

 

 

Disaggregation of revenue





 





 

The disaggregation of revenue from contracts with customers is   as follows:




 


Unaudited six months

Audited year


 


ended December 31

ended  June 30


 

Geographical regions

2020

2019

2020


 


£

£

£


 

United Kingdom

129,964

                              -

                           8,150 


 

Australia

453,709

318,767

729,338


 

United States of America

(16,614)

-

20,221


 

Japan

55,114

-

80,243


 

New Zealand

52,590

-

34,318


 

Malaysia

17,861

-

-


 

India

13,103

-

-


 

Russia

22,664

-

-


 






 


728,392

                   318,767

872,270


 






Enterprise implementation and enterprise subscriber income are recognised as revenue over time as

opposed to a point in time.  Airsight Holdings revenue is recognised when work has been completed

 

and invoiced.




 

 

Note 5.  Other income

Unaudited six months

Audited year


ended December 31

ended  June 30


2020

2019

2020


£

£

£

Government grants and rebates

109,522

798

441,617






109,522

798

441,617

 

In FY2020 Government grants and rebates predominantly related to research and development rebates.  In this half year it relates to support from the Australian and New South Wales Governments relating to COVID-19 business assistance.

 

Note 6.  EBITDA reconciliation (earnings before interest expense, taxation, depreciation and amortisation)


Unaudited six months

Audited year


ended December 31

ended June 30


2020

2019

2020

EBITDA reconciliation

              £

                £

                   £

Loss before income tax

(734,917)

(714,644)

(969,949)

Add: Interest expense

5,837

564

9,462

Add: Depreciation and amortisation

40,523

4,016

36,104





EBITDA

(688,557)

(710,064)

(924,383)

 


        Unaudited six months

Audited year


            ended December 31

ended June 30


2020

2019

2020

Underlying EBITDA reconciliation

£

£

£

EBITDA

(688,557)

(710,064)

(924,383)

IPO

0

0

0

Restructuring costs and Enterprise Investment Scheme set-up costs; acquisition costs

5,972

84,990

0





Underlying EBITDA

(682,585)

(625,074)

(924,383)





The financial statements include both the statutory financial statements and additional performance measures of EBITDA and Underlying EBITDA.  The directors believe these additional measures

 provide useful information on the underlying trend in operational performance going forward without

these unusual and other one-off items.

 

Note 7.  Current assets - trade and other receivables

Unaudited six months

Audited year


ended December 31

ended June 30


2020

£

2019

£

2020

£

Trade receivables

223,518

116,974

132,946

Other receivables

0

0

48,897






223,518

116,974

181,843

 

Note 8.  Current assets - other

              Unaudited six months

Audited year

 


                  ended December 31

ended  June 30

 


                    2020

2019

2020

 


          £

£

£

 

Prepayments

54,677

            14,865

52,072

 

Inventory

261,512

           32,723

135,172

 


316,189

           47,589

187,244

 

 

 

Note 9.  Current liabilities - trade and other payables

Unaudited six months

Audited year


ended December 31

ended June 30


2020

2019

2020


                £

                £

               £

Trade payables

342,539

44,893

85,692

Accrued expenses

32,480

106,323

121,132

Other payables

(214)

(49,344)

46,590


374,804

101,873

253,414

 

 

Note 10.  Equity - other reserves

Unaudited six months

Audited year


ended December 31

ended June 30


2020

2019

2020


£

£

£

Foreign currency reserve

514,759

260,989

390,334

Share-based payments reserve

0

5,411

0

Capital reorganisation reserve

1,889,840

1,889,840

1,889,840


2,404,599

2,156,240

2,280,174

 

Movements in reserves





Movements in each class of reserve during the current financial period are set out below:








Unaudited six months ended 31 December

Foreign

Share-based

Capital

Total


Currency

payments

reorganisation



£

£

£

£

Balance as at 1 July 2020

390,334

0

1,889,840

2,280,174

Foreign currency translation

124,425

0

0


Share-based payment

0

0

0

0

Balance at 31 December 2020

514,759

0

1,889,840

2,404,599

 

 

Note 11.  Equity - dividends

 

There were no dividends paid, recommended or declared during the current or previous financial period.

 

Note 12.  Fair value measurement

 

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

 

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

 

Note 13. Contingent liabilities

 

The contingent consideration at 30 June 2020 related to the purchase of Airsight Holdings Pty Ltd now Corridor Holdings Pty Ltd. The consideration is in the form of a share issue by Maestrano Group PLC and is dependent on the total revenue achieved by the Airsight Holdings Pty Ltd group for the financial year ending 30 June 2020. The consideration is calculated dividing the total revenue achieved by the Airsight Holdings Pty Ltd group in the year ended 30 June 2020 by AU$1,500,000, multiplied by 7,338,337. To determine how many shares are to be issued by Maestrano Group PLC. The shares were issued on 30 September 2020.

 

The contingent consideration recognised in the accounts was calculated using the fair value on the date of acquisition.

 

Note 14. Related party transactions

 

Parent entity

The parent entity and ultimate parent entity is Maestrano Group plc. There is no ultimate controlling party.

 

Transactions with related parties

There were no transactions with related parties during the current and previous financial period.

 

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

 

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 15.  Earnings per share

Unaudited six months

Audited year


ended December 31

ended June 30


2020

2019

2020


£

£

£

Loss after income tax

(734,187)

(714,644)

(969,949)

Non-controlling interest

0

0

0

Loss after income tax attributable to the owners of Maestrano Group plc

(734,187)

(714,644)

(969,949)






Number

Number

Number

Weighted average number of ordinary shares used in calculating basic earnings per share

149,754,537

146,085,369

146,085,369

Weighted average number of ordinary shares used in calculating diluted earnings per share

149,754,537

146,085,369

146,085,369

 

 





Pence

Pence

Pence





Basic earnings per share

(0.49)

(0.49)

(0.78)

Diluted earnings per share

(0.49)

(0.49)

(0.78)





Options and convertible notes have not been included in the diluted earnings per share as they are anti-dilutive

 

Note 16.  Share-based payments














A share option plan has been established by the Group, whereby the Group may, at the discretion of the Board of Directors, grant options over the ordinary shares in the Company to certain key management personnel and

and staff of the Group.  The options are issued for nil consideration and are granted in accordance with performance

guidelines established by the Board of Directors.









Set out below are summaries of options granted currently under the plan in 2020:

 




Grant date

Expiry date

Exercise

Balance at

 Granted

 Exercised

 Expired/

 Balance at



price

the start of



 forfeited/

 the end of




the period



 other

 the period

1/07/2019

30/06/2021

£ 0.0130

            0

              5,082,222

              -  

              -  

          5,082,222

13/03/2020

13/03/2022

£ 0.0200

0

800,000

-

-

800,000

17/04/2020

17/09/2021

£ 0.0180

0

2,082,500

-

-

2,082,500

04/05/2020

4/05/2023

£ 0.0190

0

2,000,000

-

-

2,000,000

24/09/2020

  24/09/2023

£ 0.1000

0

2,000,000

-

-

2,000,000

 

Note 17.  Events after the reporting period







 

 

No matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly

affect the Group's operations, the results of those operations, or the Group's state of affairs in future

financial years.


 

 

 

 

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