FY21 Final Results, 25 May 2021 07:00

25 May 2021, 07:00

Source - LSE Regulatory

RNS Number : 6581Z

Calnex Solutions PLC

25 May 2021

Calnex Solutions plc

("Calnex", the "Company" or the "Group")

FY21 Final Results

Calnex Solutions plc (AIM: CLX) provides test and measurement solutions for the global telecommunications sector and is pleased to announce its audited results for the 12 months ended 31 March 2021 ("FY21" or the "Period").

Financial Highlights

£000	FY21	FY20	YOY %
	Audited	Audited	change
Revenue	17,978	13,739	31%
Underlying EBITDA	5,496	4,157	32%
Adjusted profit before tax	5,068	3,536	43%
Adjusted basic EPS (pence)	5.83	4.58	27%
Adjusted diluted EPS (pence)	5.21	3.66	42%
Closing cash	12,668	3,664	246%

Statutory measures :
EBITDA	6,554	5,788	13%
Profit before tax	3,647	2,981	22%
Basic EPS (pence)	4.68	3.81	23%
Diluted EPS (pence)	4.18	3.05	37%

· Revenue growth of 31% to £18.0m (FY20: £13.7m) as a result of a robust trading performance, exceeding initial expectations for the year.

· Underlying EBITDA growth of 32% to £5.5m (FY20: £4.2m) and 43% growth in adjusted profit before tax to £5.1m (FY20: £3.5m) reflects the strong revenue growth and reduced travel and events costs as a result of COVID-19.

· Successful fundraise of £22.5m in total funds including net funds of £4.9m for the business on admission to AIM on 5^th October 2020.

· Total outstanding debt of £1.9m was fully repaid with IPO proceeds in October 2020. A £3.0m Revolving Credit Facility was put in place post admission to AIM and is currently undrawn.

· £9.0m total cash generated as a result of solid trading performance (FY20: £1.8m), supplemented by receipt of IPO proceeds.

· Closing cash position of £12.7m (31 March 2020: £3.7m) provides strong basis for expansion.

Operational Highlights

· Strong order levels across the board with all regional and product line targets exceeded.

· Continued high levels of repeat revenue, supplemented by growth in customer numbers.

· Expansion of Calnex's Business Development and R&D teams accelerated, to support the growth of the Company's product offering and capitalise on available opportunities.

· Little negative impact from COVID-19 on business, customer base or supply chain, although a change in spending patterns from some key customers, with some orders brought forward into FY21.

Outlook

· The business continues to benefit from the evolutionary trends affecting the telecoms sector, notably in 5G and cloud computing, which in turn drive growth in the need for test and measurement instrumentation and solutions. The Board is looking forward with confidence to the Group continuing to make further progress in the current financial year and beyond.

Tommy Cook, Chief Executive Officer and founder of Calnex, said:

"In what has been an exceptional year for Calnex, I am delighted to present the Group's maiden full year results. Not only did the Group experience growth across all product lines and achieve sales of £18.0m, exceeding our initial expectations for the year, but we succeeded in delivering this strong performance whilst navigating the global pandemic and starting our next chapter as a public company.

"As demonstrated this year, as well as in previous years, our growth strategy and business model provide a strong platform for sustainable growth. Looking ahead, the underlying market growth drivers provide us with confidence that the long-term demand for telecoms test and measurement instrumentation and solutions will continue to expand.

"We are confident that our breadth of product offering, depth of customer relationships and the strong underlying market drivers mean Calnex is well positioned and we anticipate that results in FY22 will be consistent with FY21, representing further growth when taking into account the impact of COVID-19 on FY21 through accelerated revenues and travel savings. We see a significant opportunity for both organic and acquisitive growth in the medium term and look to the future with confidence."

For more information, please contact:

Calnex Solutions plc	Via Alma PR
Tommy Cook, Chief Executive Officer Ashleigh Greenan, Chief Financial Officer

Cenkos Securities plc - NOMAD	+44 (0)131 220 6939
Derrick Lee, Peter Lynch

Alma PR	+44(0) 20 3405 0213
Caroline Forde, Harriet Jackson, Joe Pederzolli

Overview of Calnex

Calnex designs, produces and markets test instrumentation and solutions for network synchronization and network emulation, enabling its customers to validate the performance of the critical infrastructure associated with telecoms networks. To date, Calnex has secured and delivered orders to over 600 customer sites in 68 countries across the world. Customers include Ericsson, Nokia, BT, China Mobile, NTT, Intel, Qualcomm, IBM and Facebook.

Founded in 2006, Calnex is headquartered in Linlithgow, Scotland, with additional locations in Belfast, Northern Ireland and California in the US, supported by sales teams in China and India. Calnex has a global network of partners, providing a worldwide distribution capability.

Chairman's Statement

I am pleased to report on a positive year for Calnex, certainly one of the most impressive performances from the business since I became Chairman of the Company in 2013. Completing an IPO is a significant feat, but to do so against the backdrop of a global pandemic, while delivering revenue and profit growth considerably ahead of the Board's expectations at the time of the IPO, speaks to the quality of the business. Much of the success lies in the strength of the product offering, the depth of the Company's long-standing customer relationships, the understanding of the industry and the excellent structures and teams within the business. The strong performance in FY21 has also in part been driven by the response of our customers to the threat of the pandemic, pulling some orders into the year which we would have expected in FY22.

Results

The Group delivered revenue growth in FY21 of 31% to £18.0m (FY20: £13.7m) and adjusted profit before tax growth of 43% to £5.1m (FY20: £3.5m), whilst ending the year with a closing cash figure of £12.7m (FY20: £3.7m) including £4.9m from the net proceeds of the IPO.

Successful IPO

The successful IPO on AIM in October 2020 provided the Group with the funds to invest in its continued success, expanding our R&D, Sales & Marketing and Operations teams as we seek to capitalise on the long-term transition of the telecoms market to 5G and the growth of cloud computing. Access to the capital markets also provides the business with the ability to consider larger acquisitions of complementary technologies and whilst opportunities have been limited due to the COVID-19 pandemic, this remains part of the Company's growth strategy.

ESG considerations

The attitude of Calnex towards caring for its people and the communities around it has always been a key feature of the business. During this difficult year, this strong sense of community within Calnex was evident in the level of cohesion that remained while teams were working from home, with multiple new initiatives devised and embraced. Several positive learnings have been taken from the enforced work-from-home situation that the Company plans to utilise to enhance the work/life balance of the team once social distancing restrictions are lifted. The fast adaptation to the situation and the way the team has looked to learn epitomise the attitude across the Company of openness to change and willingness to seek improvements.

In a traditionally male-dominated industry, Calnex has always sought to have a diverse workforce, understanding the benefits it provides, with a good level of female representation on both our Board and executive management team. We understand talent is available in all groups in society, and what's more, a diverse and broad culture mix adds to the innovative culture central to Calnex's business. The team has expanded considerably during the year, drawing new colleagues from around the world.

Alongside a commitment to our people and community, the environmental impact of our operations are also important considerations. The Board oversees a policy of active awareness of how best to incorporate effective environmental goals into the Group's strategic decisions, operations and supply chain.

As a Board, we are committed to high standards of corporate governance and oversight. Ann Budge and I have been on the Calnex Board for some time and have witnessed the professionalism with which the business is managed by Tommy, Ashleigh and the executive management team, and have welcomed the additional input and expertise from Graeme Bissett who joined the Calnex board prior to IPO, lending an additional level of financial and governance oversight.

Looking ahead

No doubt the year ahead will see further changes, as we all adapt to the post COVID-19 world and learn how to do business in this new era. I am, however, certain that Calnex has the right platform to succeed no matter how the world progresses - whether face to face meetings with customers resume or we continue to interact virtually.

With many of the world's leading players in the telecoms market as customers, a proven track record in innovation, strong financial position and global distribution capability, Calnex is well positioned to capitalise on the opportunities ahead.

George Elliott
Non-Executive Chairman
24 May 2021

CEO's Statement and Operational Review

I am delighted to present Calnex's maiden full year results for the year ended 31 March 2021. It has been an exceptional year for the Group, in which we experienced growth across all product lines and exceeded our initial expectations for the year, achieving revenues of £18.0m. What is more, we were delighted to have achieved this strong performance whilst navigating the global pandemic and starting our next chapter as a public company. As a result of careful management and planning, the Group's IPO in October 2020 was a significant success and we are extremely encouraged by the welcoming reception that we have had from key stakeholders. We remain confident that AIM will facilitate the Group's growth ambitions and are committed to executing on our long-term growth strategy.

COVID-19

We are fortunate to operate in a sector not severely impacted by the consequences of dealing with this pandemic, successfully maintaining our pace of innovation and close relationships with our customers around the world despite the challenges posed by COVID-19. Our priority during this time has been ensuring the well-being of our staff, providing a safe working environment and ensuring our teams remained supported, connected and motivated.

The pandemic has had little negative impact on the telecoms industry and if anything it has highlighted the need for robust, fast broadband and resilient telecoms networks and infrastructure. We believe the pandemic affected some customer spending patterns during FY21, resulting in the early pull through of approximately £0.8m to £1.1m of orders we had expected in FY22.

Customer metrics

Against this backdrop, we were pleased to have seen such consistency in our customer metrics in the year. The number of customers sold to in the year increased by 15 to 192 (FY20: increase of 12 to 177), our top 10 revenue generating customers accounted for 49% of revenues (FY20: 52%) and we continued the trend of increasing our proportion of revenues coming from non-telecoms customers to 23% of revenues (FY20: 22%). Our geographic spread of orders remained broadly evenly split between our three regions: the Americas, North Asia and Rest of World.

Transition to 5G and growth in Cloud Computing

The telecoms industry will continue to be impacted by the evolutionary trends affecting the sector. The migration of mobile networks to 5G, the emergence of the Internet of Things, the exponential growth of data creation and the shift to using cloud computing are all driving forces in the continuous development of telecom networks around the world, which in turn generates growth in the need for test and measurement instrumentation and solutions. The global market for telecoms test and measurement equipment for mobile networks alone is forecast to expand at a CAGR of 11.5 per cent from 2020 through to 2024 (Frost and Sullivan). The Board believes this provides favourable market conditions for Calnex for the foreseeable future.

The pace of change and development of new standards and requirements for the infrastructure supporting the 5G mobile radio network continues unabated. One example of this is the traction being gained by a major initiative looking to open up the mobile base station market to greater participation, the Open RAN (Radio Access Network) standards. Having historically been dominated by three large vendors, the O-RAN standards support interoperation between a wider range of equipment vendors. The O-RAN Alliance, (https://www.o-ran.org/), was founded in 2018 by five major Network Operators and now has a membership of over 250 companies, including Calnex. It is too early to say how this will ultimately impact the dynamics of the market but from a test vendors' view, more choice and more companies participating in the market bode well for providers of test solutions over the coming years.

In the Cloud Computing world, a development that is gaining traction is the use of Mobile Edge Computing, (MEC). Rather than have all communications from end applications and equipment travel back to centralised data centres, MEC's are located near the edge of the network to reduce inherent latency and speed of response for applications that rely on fast, reliable response. The MEC needs to maintain alignment with centralised data centres to ensure data integrity, resulting in the growing need for greater communication management between the MEC and end application plus between the data centre and MEC. New equipment, new networking challenges and new network management, all represent change that can result in the need for test equipment.

O-RAN and MEC are two important initiatives gaining significant interest but they are far from the only change initiatives underway. The need to evolve and enhance the entire telecom infrastructure to meet the growing and changing needs of end users both today and in the future, is incessant. With change being a core driver for the test industry, this level of development bodes well for sustainable growth opportunities for Calnex.

Strategy

The Group's strategy set out at the time of our IPO remains in place, with this year's developments reinforcing the Board's view that our strategy is the right one. Our strategy comprises three areas of focus: product innovation to capitalise on the transition to 5G, expansion into Cloud Computing and other niche markets, and identifying and evaluating attractive M&A opportunities. We believe that focusing on these three areas provides us with the best route to growth and is the optimal way to capitalise on the opportunities available to us.

Product innovation to support the transition to 5G

Calnex has a market-leading suite of product platforms which are currently delivering test and measurement solutions to customers across the world. With the 5G vision supporting a rapidly evolving test and measurement sector, along with the further opportunities emerging from the move to software defined networks (SDN) and cloud computing, Calnex is developing its current product platforms in line with its existing customers' needs, following the trends to higher transmission rates and tracking new standards.

We successfully delivered product innovation within our existing solutions and markets during the year including adding new capabilities to our Lab Sync product. As a result of these enhancements, Lab Sync experienced strong customer orders, including support for Flex-Ethernet frame format at 100G, a structure gaining significant traction, in particular, with major Chinese telecom operators.

Expansion into cloud computing and other niches

Another area of focus for Calnex is the identification of additional opportunities in adjacent and new markets, where the Company's current products and solutions can be deployed to broaden its addressable markets. One such example is the ongoing development of a new Virtual SNE (network emulation) product, targeting engineering teams in large enterprises that develop their own customer applications with cloud computing environments (such as banks and retailers) as well as the traditional telecom sector. A major evolution of the software platform in the SNE will see significant usability enhancements released early in FY22, and will enable delivery of a virtual SNE towards the end of FY22. Utilising a common platform will allow both versions to maintain functionality alignment as we make further enhancements in the future.

M&A opportunities

In addition to organic growth, we believe that targeted acquisitions are a favourable route to growth. We continually assess the market for select M&A opportunities, however, we have strict criteria and will ensure that any acquisitions are strategic and earnings enhancing. Opportunities that we would consider include complementary products or technologies that can enhance Calnex's existing portfolio, or where the acquisition target provides the Group with access to a related or adjacent growth market.

The world continues to evolve, following the impact of COVID-19, and the Board remains cognisant of the impacts it may yet have on our ability to deliver our strategy, such as the ability to hire at the pace we wish, and also the ongoing geopolitical tensions between the US and China, which may impact upon certain of our customers and we are of course, always alert to new entrants entering the market. However, our breadth of customer base, across multiple regions, the successes we have had through this year in hiring excellent new team members and our established customer relationships and industry connections, provide us with confidence on our ongoing ability to deliver.

Financial performance

We experienced continued strong demand across all regions with all product lines exceeding performance expectations, and high levels of repeat demand from our existing customers. This resulted in revenue growth in FY21 of 31% to £18.0m (FY20: £13.7m), underlying EBITDA growth of 32% to £5.5m (FY20: £4.2m) and adjusted profit before tax of £5.1m (FY20: £3.5m). We believe the impact of COVID-19 on accelerating customer orders and on travel cost savings resulted in approximately £1m of benefit to adjusted profit before tax. The Group ended the year with a closing cash figure of £12.7m (FY20: £3.7m) including £4.9m from the net proceeds of the IPO, providing us with a strong financial position as we entered the new financial year.

Operations

We have an ethos of continuous improvement, seeking ways to do what we do better, more efficiently and at scale. The preparation for the IPO and subsequent entry into the capital markets has required a new level of financial control within the business and we have supported this through the expansion of our finance team and continuing to strengthen our internal processes and controls. Other areas of investment through the year have included the development of our Quality Management System to utilise a more systematic auditing approach to promote continuous improvement. Additional investment has gone into the New Product Introduction phase to increase the effectiveness and speed with which new products can pass from R&D into Manufacturing, thereby accelerating manufacturing ramp-up. We are confident we have the organisational structure to deliver the next phase of growth for the business.

Employees

Our employees are Calnex's most important asset and we endeavour to reflect this in our culture. Doing what we say we will, has always been a core tenet of our leadership, key to generating a working environment where success comes from motivated employees who feel valued and respected. We strive to achieve an inclusive community within Calnex, keeping our teams informed through regular all-employee communications, including presentations by the executive management team and monthly newsletters. There is a strict approach to treating each person equally and individually enabling our people to develop their skills and capabilities and to increase their contribution to the Group. Calnex believes teams are enhanced with inclusion of people from a broad spectrum of backgrounds and experiences, creating groups capable of dealing with all the challenges they face.

At the start of the pandemic, we were quick to adjust to remote working and provided our staff with the resources they needed so they could continue to work as normal from their homes. We embraced video meetings to continue team interaction for business effectiveness as well as setting up virtual coffee meetings, exercise classes and mindfulness sessions to promote continued cross-team engagements and personal wellbeing.

We have continued the planned expansion of our teams through the course of the year. While hiring new recruits and integrating them into the business during the lockdown was initially challenging, through our strong hiring strategies and updated induction process we have now successfully incorporated 25 new team members into our R&D, sales and customer support functions, mostly in our UK sites (in Linlithgow and Belfast) but also in USA, China and Taiwan.

New employees are taken through a comprehensive induction process, which has been adapted during these times to complement the very limited face-to-face contact with regular video contact from multiple team members to build relationships. Our flat management structure encourages regular employee feedback, supported by more formal interactions such as the annual appraisal process, annual employee survey and regular HR-led feedback sessions with staff on specific subject matters.

We have always had employee wellbeing as a priority for the business, providing various benefits to employees, including flexible working hours, an employee health insurance scheme, lunchtime exercise classes and discounted gym membership, all of which have been adapted, where possible, to the lockdown environment.

A benefit of our IPO was the ability to enable employees to benefit from the success of the Group through share ownership. An HMRC approved Share Incentive Plan was introduced in October 2020 to encourage employee share ownership after admission to AIM, with applications exceeding expectations.

Suppliers & customers

We believe strong business relationships with suppliers and customers are crucial to the Group's success. Our executive management, sales and technical support teams are focussed on regular and open communication with customers to ensure we meet their requirements and deliver quality customer service. Senior management have regular meetings with key end customers to maintain visibility over their technology roadmaps in order that the Group's development plans remain aligned to our customers' future strategies. While travel was severely restricted through FY21, the challenging environment encouraged customers to accept video meetings and good relationships were maintained throughout this period. It is hoped that when travel becomes widely possible again, customers will continue to use video technology, leading to more frequent, effective communication and reducing travel requirements, albeit face-to-face meetings will remain key to building and maintaining strong relationships.

Transparent and honest engagement with our channel partners and suppliers is vital to the delivery of our business. The Group has a number of key strategic partners who support delivery of our business in a number of areas including manufacturing, distribution and our leased property. Our teams and employees maintain ongoing dialogue with our channel partners and our key suppliers on a regular basis to maintain strong working relationships and to ensure that this positive engagement supports the business' goals.

Calnex has two key partnerships, namely with our contract manufacturer, Kelvinside Electronics, and with Spirent Communications plc, providing a sales channel for a significant proportion of our sales. In both cases, the relationships are long established, having been in place for several years, (with Kelvinside since 2007 and Spirent since 2013) and mutually beneficial. We continue to work collaboratively with our partners to identify areas for improvement, understanding there are always opportunities to execute better to the mutual benefit of both parties. For example, the most recent focus in Kelvinside/Calnex management discussions has been to enhance the way we forecast build quantities and enhance inventory management approaches to increase robustness against potential changes in component lead times.

Community & environment

The Group is focussed on including effective environmental goals into its strategic decisions, operations and supply chain. Our landlord at our main office in Linlithgow is Oracle Global Services. Amongst other initiatives, they are committed to a 55% reduction in emissions per unit of energy consumed within their operations worldwide and to have 50% renewable energy use within their real estate/facilities portfolio by 2025. In the Linlithgow site, Oracle management have completed a number of projects over the last few years, including LED lighting upgrades, roof replacement and installation of electric vehicle charging points. They have also recently upgraded their building management system, to introduce better functionality in relation to heating and cooling demands of the building such as analysis of weather data, which can help with run times and performance and have plans to increase energy efficiency in the building. The Group also conforms to Waste Electrical and Electronic Equipment recycling rules and regulations for the disposal of materials from our site.

Kelvinside, our contract manufacturer, has implemented an Environmental Management system which is ISO 14001 certified (International Standard for Environmental Systems). Kelvinside is also a member of The Green Network for Businesses in Scotland, an initiative run by the Energy Saving Trust in partnership with Zero Waste Scotland's Energy Efficiency Business Support Service. The Green Network consists of more than 200 businesses from all over Scotland who have made improvements to save energy, cut waste and reduce costs.

Spirent Communications plc, a key sales channel partner, reports that in 2020, it sourced 100 per cent electricity from renewable sources. Spirent is aiming to achieve carbon neutral certification in two years and is working on a net zero carbon target by 2035.

We have a long-standing charity committee which is responsible for identifying opportunities where we can assist those in need in the local area. The Group also gives employees one day off a year to spend on a charitable day helping in the community. Given such activities this year were limited due to the pandemic, the Group increased the money available to donate to charities selected by employees and intend to participate in charitable activities within the community as soon as permitted.

Outlook

As demonstrated this year, as well as in previous years, our business model provides a strong platform for sustainable growth. Looking ahead, the underlying market growth drivers provide us with confidence that the long-term demand for telecoms test and measurement instrumentation and solutions will continue to expand, driven by the evolution to 5G and the growth of cloud computing. Our ambition to develop the business through targeted acquisitions will provide additional avenues for profitable growth.

The Board recognises that FY21 was an exceptional year in a number of respects, including the early pull through of orders into FY21. We are confident that our breadth of product offering, depth of customer relationships and the strong underlying market drivers mean Calnex is well positioned and we anticipate that results in FY22 will be consistent with FY21, representing further growth when taking into account the impact of COVID-19 on FY21 through accelerated revenues and travel savings. We see a significant opportunity for both organic and acquisitive growth in the medium term and look to the future with confidence.

Tommy Cook
Chief Executive Officer
24 May 2021

Financial Review

Chief Financial Officer's Statement

The Group delivered a strong financial performance in the year to 31 March 2021, with growth in revenue, underlying EBITDA and adjusted profit before tax, resulting in a positive trading cashflow for the year.

Financial KPIs

£000	FY21	FY20
Revenue	17,978	13,739
Gross Profit	13,965	10,623
Gross Margin	78%	77%
Underlying EBITDA ¹	5,496	4,157
Underlying EBITDA %	31%	30%
Adjusted Profit before tax ²	5,068	3,536
Adjusted Profit before tax %	28%	26%
Closing cash	12,668	3,664
Capitalised R&D	3,326	2,882
Adjusted basic EPS (pence)^3,4	5.83	4.58
Adjusted diluted EPS (pence)^3,4	5.21	3.66

Statutory measures:
EBITDA	6,554	5,788
EBITDA %	36%	42%
Profit before tax	3,647	2,981
Profit before tax %	20%	22%
Basic EPS (pence)⁴	4.68	3.81
Diluted EPS (pence)⁴	4.18	3.05

¹EBITDA including R&D amortisation, adjusted to exclude discontinued operations, IPO costs and share based payments

²Adjusted to exclude discontinued operations, IPO costs and share based payments

³Adjusted to exclude discontinued operations, IPO costs and share based payments and the tax effect of these adjustments

⁴The weighted average number of shares in the EPS calculation at note 29 reflects a position as though the total number of Ordinary Shares of 60,024,103 (and outstanding share options and warrants of 14,975,897) were in issue at the year ended 31 March 2020. This retrospective treatment for the FY20 comparatives is required because there was no corresponding change in the Company's economic resources as a result of the share capital reorganisation which took place in September 2020. The weighted average number of shares in issue at 31 March 2021 takes into account the 12,500,000 new shares issued and 2,650,000 new share options issued as a result of the IPO.

Reconciliation of statutory figures to alternative performance measures
	FY21	FY20
	£000	£000
Revenue	17,978	13,739
Cost of sales	(4,013)	(3,116)
Gross Profit	13,965	10,623
Other income	530	549
Administrative expenses (excluding depreciation & amortisation)	(7,941)	(5,384)
EBITDA	6,554	5,788
Amortisation of development costs	(2,479)	(2,186)
Add back exceptional items:
IPO costs	1,057	-
Issue of Free Shares on IPO under Share Incentive Scheme	166	-
Share based payments	198	55
Loss from discontinued operations	-	500
Underlying EBITDA	5,496	4,157
Other depreciation & amortisation	(273)	(282)
Operating Profit	5,223	3,875
Finance costs	(155)	(339)
Adjusted profit before tax	5,068	3,536
Exceptional items	(1,421)	(555)
Profit before tax	3,647	2,981
Tax	(194)	(694)
Profit for the year	3,453	2,287

Revenue

Revenue recognised in the year grew 31% to £18.0m (FY20: £13.7m).

Order intake and revenue increased across all three product lines compared to the prior year, and included the early pull through of some orders into FY21.

Impact of COVID-19

We believe that there was an early pull through of between £0.8m and £1.1m of revenue from FY22 into FY21 as a result of a change in customer buying patterns through the COVID-19 pandemic. Taking this and travel cost savings into account, we estimate a positive impact of approximately £1.0m on the adjusted profit before tax in the year.

Revenue model

Calnex generates revenues through the sale of bundled hardware and software, alongside the provision of software support and extended warranty programmes.

The Company's core sales model is bundled hardware and software. Sales pricing is dependent on the product type and the complexity of the software configuration built into the product package. Calnex also sells stand-alone software upgrades under licence.

Each of Calnex's units comes with a standard warranty period including maintenance and software upgrade cover in the event of any software upgrades being released for the options purchased. Calnex also sells software support programmes which provide customers with access to future software upgrades which are not included as part of the standard warranty. The Company also offers extended warranty programmes to cover repairs falling out with the standard warranty period.

Bundled hardware and software revenues are recognised when delivered to the customer, with stand-alone software revenues recognised in line with the licence period. Revenues from software support and extended warranty programmes are typically recognised on a straight-line basis over the term of the contract.

Many of the products and services developed and deployed by Calnex's customers are interlinked and need to be tested independently, such as the individual components which are then built into the equipment used in telecoms networks. Calnex's test products can be used by a combination of equipment vendors, component manufacturers and network operators, to carry out testing during a new product development cycle. A customer can choose to use Calnex's products in the knowledge that a more consistent result may be obtained if a Calnex test solution had already been used on a particular product.

Sources of Revenue

Revenue streams

	FY21	FY20
	£000	£000

Warranty support revenue - recognised over life of cover	1,469	1,266
Hardware and software revenue - recognised on despatch/delivery	16,509	12,473
Total revenue	17,978	13,739

In FY21, 92% (FY20: 91%) of the Company's revenues were generated from the sale of hardware and software products, with 8% (FY20: 9%) from software support and extended warranty programmes.

Geographical split of orders (3 year average)

			FY21
			% of revenue
Americas			33%
North Asia			33%
Rest of World			34%

The Company's customers are located across the world. As a result of this global customer base and our distributor network, there has been an even geographical split of customer orders across the Company's three key regions in the last three years: the Americas, North Asia and Rest of the World.

Top 10 customer revenue (average over 3 years)

			FY21
			% of revenue
Top 10 customer revenues			49%
Other revenues			51%

In FY21, Calnex had 192 revenue generating customers, an increase of 15 from 177 in FY20.

The Company's top ten customers in FY21 accounted for 49% of total revenues in the year (FY20: 52%), and 49% on average over the last three years.

In FY21, no underlying customer accounted for more than 12% of Calnex's total revenue.

Repeat revenues (average over 3 years)

			FY21
			% of revenue
Top 10 customer revenues			49%
Other revenues			51%

The average length of customer relationship across the top ten customers in FY21 is nine years, demonstrating our high levels of repeat demand from these customers. In addition, the Company typically experiences a high level of repeat business from its total customer base. In FY21, 80% of revenues were generated from existing customers (FY20: 78%).

During the last five years, 176 existing customers have placed repeat orders with Calnex.

Telecoms v non-telecoms customers

	FY21	FY20
	% of revenue	% of revenue
Telecoms	77%	78%
Non Telecoms	23%	22%

Calnex's sales are predominantly derived from telecoms customers where the end-application is a telecoms (fixed and mobile) network. Non-telecoms customers include hyperscale/datacentre and enterprise customers. These non-telecoms customers represented 23% of the Company's revenues in FY21 (FY20: 22%).

As telecoms networks evolve, we are finding a number of companies whose primary business is hyperscale/datacenters and IT are also moving into the telecoms space. We classify sales to these non-telecoms companies for use in telecoms applications as telecoms sales for the purposes of this analysis.

Gross Profit

Gross profit increased to £13.9m (FY20: £10.6m) as a result of the strong revenue performance, whilst gross margin was in line with previous years at 78% (FY20: 77%). Gross margin is calculated after discounts to channel partners are applied. Gross margins can fluctuate through the year depending on the mix of products and the mix of the hardware and software bundles, so can differ slightly when comparing periods. This variability in product mix is driving the improvement in gross margin in FY21.

Underlying EBITDA

Underlying EBITDA, which includes R&D amortisation and is adjusted to exclude discontinued operations in FY20 and IPO costs and specific share based payments relating to the IPO in FY21, increased by 32% to £5.5m in the year (FY20: £4.2m) both as a result of the strong trading performance and savings of £0.4m in travel and events costs as a result of COVID-19.

Administrative expenses (excluding depreciation & amortisation), excluding IPO costs, share based payments and discontinued operations were £6.5m in FY21 (FY20: £4.8m). The increase in administrative costs relates to increased staff costs as we built the teams across the business, higher sales team commissions as a result of the increased trading performance, increased foreign exchange costs as the US dollar weakened against sterling in the later part of the financial year, higher professional fees and share incentive scheme costs as a result of being listed on AIM, offset by savings in travel and events costs as a result of COVID-19.

Amortisation of R&D costs increased by £0.3m to £2.5m (FY20: £2.2m) as a result of increases in R&D investment in recent years.

Exceptional costs

Share based payments of £0.2m (FY20: £0.1m) relate to the share options in issue prior to the Group's admission to trading on AIM on 5 October 2020. The vesting of the options was conditional on a change in control such as a trade sale or initial public offering and were exercised as a result of the listing on 5 October 2020. As these costs relate to the IPO event they are classed as one-off in nature and shown as exceptional costs. All share based payments costs going forward will be included in administrative costs as a normal cost of the business.

IPO fees incurred during the year were £1.1m (on the total funds raised of £22.5m). These are identified as exceptional in nature in the alternative performance measures for FY21.

On admission to AIM the Company adopted a Share Incentive Plan (SIP), an HMRC approved all-employee plan that offers the Company the ability to award equity to employees in a flexible and tax-advantaged manner. The SIP is open to all UK resident employees, including executive directors. The Company awarded 2,000 Free Shares under the SIP to all eligible employees to celebrate the listing on AIM. The cost of this Free Share issue was £0.2m (FY20: nil) and is treated as exceptional in nature.

Adjusted profit before tax

Profit before tax adjusted to exclude IPO costs, share based payments and discontinued operations was £5.1m (FY20: £3.6m). The increase arose from the flow through of strong trading and lower travel and events costs due to COVID-19.

Tax

The tax charge was £0.2m (FY20: £0.6m) representing an effective tax rate of 5.3% (FY20: 23.2%).

The weighted average applicable tax rate for the year was 19% (FY20: 19%). The difference between the applicable rate of tax and the effective rate is largely due to the following:

· Tax relief on exercise of share options by Calnex UK based employees on IPO on which no deferred tax asset had previously been recognised (decreasing the effective tax rate by 15.6%);

· As a result of a comprehensive review of eligible spend for R&D tax credits in the year, £0.5m of R&D expenditure was established as meeting the qualifying criteria for SME R&D tax credit relief. This is in relation to projects that were not covered by grant funding in the year. Although this results in the RDEC tax credit income of £0.3m being flat in the year compared to FY20, the additional tax credit earned from the SME scheme provides a 130% enhanced relief against taxable profits resulting in a 3.4% reduction in effective tax rate. We would expect to assess the R&D spend for this same split across grant funded and non-grant funded projects in future years; and

· Permanent differences such as IPO costs which are disallowed for tax purposes (increasing the effective rate by 5.3%)

Earnings per share

Adjusted basic earnings per share was 5.83 pence in the year (FY20: 4.58 pence) and Adjusted diluted earnings per share was 5.21 pence (FY20: 3.66 pence).

The Company's Ordinary Shares were admitted to the AIM market of the London Stock Exchange on 5 October 2020.

As at 31 March 2020, the Company had 248,135 Ordinary Shares in issue. To prepare for listing on AIM, the Company's share capital was reorganised in September 2020 through bonus issues of shares and a share split, taking the total number of Ordinary Shares in issue to 60,024,103.

Immediately prior to admission, 14,975,897 Ordinary Shares were issued to option and warrant holders, taking the total Ordinary Shares in issue prior to admission to 75,000,000.

12,500,000 new Ordinary Shares were issued and placed on admission, taking the total share capital in issue immediately following the placing to 87,500,000 Ordinary Shares of 0.125p each.

The weighted average number of shares as at 31 March 2020 reflects a position as though the total number of Ordinary Shares of 60,024,103 (and outstanding share options and warrants of 14,975,897) were in issue for the year ended 31 March 2020. This retrospective treatment for the FY20 comparatives is required because there was no corresponding change in the Company's economic resources as a result of the share capital reorganisation which took place in September 2020. The weighted average number of shares for the comparative period is therefore 60,024,103 for basic earnings per share and 75,000,000 for diluted earnings per share.

The weighted average number of shares in issue at 31 March 2021 takes into account the 12,500,000 new shares issued and 2,650,000 new share options issued as at 5 October 2020 as a result of the IPO:

	Shares (No.)	Share options (No.)	Weighting (months)	Basic weighted average (No.)	Diluted weighted average (No.)

Share capital pre IPO	60,024,103	14,975,897	6/12	30,012,052	37,500,000
Share capital post IPO	87,500,000	2,650,000	6/12	43,750,000	45,075,000
				73,762,052	82,575,000

Adjusted EPS excludes discontinued operations, IPO costs (including IPO related share based payments) and the tax effect of these adjustments.

Earnings per share:	Year ended 31 March 2021	Year ended 31 March 2020
£000
Profit after tax	3,453	2,287
Adjusted for:
Discontinued operations	-	500
IPO exceptional costs	1,421	-
Tax relief on share option exercise	(570)	-
Total adjusted profit after tax	4,304	2,787

Weighted average number of ordinary shares:
Basic earnings per share	73,762	60,024
Diluted earnings per share	82,575	75,000

Earnings per share
Basic earnings per share	4.68	3.81
Diluted earnings per share	4.18	3.05
Adjusted basic earnings per share	5.83	4.58
Adjusted diluted earnings per share	5.21	3.66

Cashflows

As a result of the IPO and the strong trading performance in the year, the Group generated £9.0m cash in FY21 compared with £1.8m cash generated in FY20.

Net cash generated from operations was £9.0m in the year (FY20: £5.5m), representing 138% of EBITDA conversion to cash (FY20: 95%).

Cash used in investing activities is predominantly cash spent on R&D activities which is capitalised and amortised over five years. Cash spend on R&D in the year was £3.3m (FY20: £2.9m).

Cash earned on financing activities in the year was £3.3m (FY20: cash spend of £0.8m), largely driven by the monies raised as a result of the Company's admission to AIM. The total proceeds raised from the placing undertaken alongside admission was £22.5m, which comprised 34,375,000 shares sold on behalf of existing shareholders to raise £16.5m and 12,500,000 new shares issued to raise £6.0m (before expenses) for the Company. £0.3m cash was also raised as a result of the exercise of share options.

Total IPO fees were £1.1m, leaving net cash raised by the Company of £4.9m.

The outstanding balance on the term loan of £1.9m was redeemed in full on 6 October 2020 after the Group's admission to trading on AIM on 5 October 2020. On 6 November 2020, a £3.0m Revolving Credit Facility was put in place and is currently undrawn.

The Company also received £0.6m in grant funding from Scottish Enterprise in FY21 (FY20: £0.1m). £0.5m of this cash was received in advance and will be recognised as income over the next five years.

Closing cash at 31 March 2021 was £12.7m (31 March 2020: £3.7m), which gives us a strong financial base to take us forward into FY22.

Ashleigh Greenan
Chief Financial Officer
24 May 2021

Consolidated statement of comprehensive income

__________________________________________________________________________________________________________________

		Year ended	Year ended
		31 March	31 March
		2021	2020
	Note	£'000	£'000

Revenue	5	17,978	13,739
Cost of sales		(4,013)	(3,116)
Gross profit		13,965	10,623
Other income	6	530	549
Administrative expenses	7	(10,693)	(7,852)
Operating profit		3,802	3,320
Finance costs	11	(155)	(339)
Profit before taxation		3,647	2,981
Taxation	12	(194)	(694)
Profit and total comprehensive
income for the year		3,453	2,287

Profit and total comprehensive
income for the year attributable to:
Continuing operations		3,453	2,787
Discontinued operations	8	-	(500)
		3,453	2,287

Basic earnings per share	24	4.68	3.81
Diluted earnings per share	24	4.18	3.05

Consolidated statement of financial position

__________________________________________________________________________________________________________________

		31 March	31 March
		2021	2020
		£'000	£'000
Non-current assets	Note
Intangible assets	13	7,525	6,779
Plant and equipment	14	22	21
Right-of-use assets	20	522	660
Deferred tax asset	21	613	554
		8,682	8,014

Current assets
Inventories	15	1,111	958
Trade and other receivables	16	1,819	2,505
Cash and cash equivalents	17	12,668	3,628
		15,598	7,091

Total assets		24,280	15,105

Current liabilities
Borrowings	18	-	695
Trade and other payables	19	4,181	3,042
Lease liabilities	20	130	122
Financial liabilities	23	-	117
Provisions	22	291	289
		4,602	4,265

Non-current liabilities
Borrowings		-	1,581
Trade and other payables	19	749	555
Lease liabilities	20	436	554
Deferred tax liabilities	21	1,321	1,188
Provisions	22	15	15
		2,521	3,893

Total liabilities		7,123	8,158


Net assets		17,157	6,947

Equity
Share capital		109	25
Share premium		7,484	1,138
Share option reserve		126	69
Retained earnings		9,438	5,715
Total equity		17,157	6,947

Consolidated statement of changes in equity

__________________________________________________________________________________________________________________

			Share
	Share	Share	option	Retained	Total
	capital	premium	reserve	earnings	equity
	£'000	£'000	£'000	£'000	£'000

Balance at 31 March 2019	25	1,138	14	3,481	4,658

Share options	-	-	55	-	55

Total comprehensive income for the year	-	-	-	2,288	2,343

Balance at 31 March 2020	25	1,138	69	5,769	7,001

Issue of shares	16	5,984	-	-	6,000

Share options	18	362	57	266	703

Bonus share issue	50	-	-	(50)	-

Total comprehensive income for the year	-	-	-	3,453	3,453

Balance at 31 March 2021	109	7,484	126	9,438	17,157

Consolidated cash flow statement

__________________________________________________________________________________________________________________

	31 March	31 March
	2021	2020
	£'000	£'000
Cashflows from operating activities
Profit before tax from continuing operations	3,647	3,481
Adjusted for:
IPO professional fees and commissions	1,057	-
Finance costs	155	339
Foreign exchange differences	(65)	(94)
Government grant income	(204)	(220)
R&D tax credit income	(326)	(329)
Change in fair value of assets and liabilities	144	192
Movement in obsolescence provision	25	5
Movement in provisions	(14)	44
Share based payment transactions	275	55
Depreciation	167	147
Amortisation	2,585	2,322

Movement in inventories	(178)	(191)
Movement in trade and other receivables	818	(356)
Movement in trade and other payables	1,271	707

Net cash used in discontinued operations	(201)	(299)
Cash generated from operations	9,156	5,803

Interest paid	(107)	(278)
Net cash from operating activities	9,049	5,525

Investing activities
Purchase of intangible assets	(3,332)	(2,911)
Purchase of property and equipment	(10)	(30)
Net cash used in investing activities	(3,342)	(2,941)

Financing activities
Repayment of borrowings	(2,276)	(298)
Payment of lease obligations	(193)	(163)
Share issue proceeds	6,000	-
Share options proceeds	328	-
IPO professional fees and commissions	(1,057)	-
Payment of deferred consideration	(83)	(414)
Government grant income	578	73
Net cash from financing activities	3,297	(802)

Net increase in cash and cash equivalents	9,004	1,782

Cash and cash equivalents at beginning of the year	3,664	1,852
Foreign exchange movements	-	30
Cash and cash equivalents at end of the year	12,668	3,664

Notes to the financial information

____________________________________________________________________________________________________________

1. General information

Calnex Solutions plc ("the Company") is a public limited company domiciled and incorporated in Scotland. The registered office is Oracle Campus, Linlithgow, West Lothian, EH49 7LR.

The Company (together with its subsidiaries, the "Group") were under the control of the directors throughout the period covered in the financial information. The list of the subsidiaries consolidated in the financial information are shown in Note 27.

The principal activity of the Group is the design, production and marketing of test instrumentation and solutions for network synchronisation and network emulation.

The financial information was authorised for issue, in accordance with a resolution of directors, on 24 May 2021. The directors have the power to amend and reissue the financial information.

2. Basis of preparation

a) Financial information

The financial information set out herein does not constitute a statutory set of accounts as defined in Section 434 of the Companies Act 2006. The financial information for the year ended 31 March 2021 has been extracted from the Group's audited financial statements which were approved by the Board of Directors on 24 May 2021, received an unqualified audit opinion, and which, if adopted by the members at the Annual General Meeting, will be delivered to Companies House.

b) Basis of accounting

The financial information has been prepared under the historical cost convention, except for certain financial assets and liabilities including financial instruments, which are stated at their fair values.

The preparation of the financial information in conformity with IFRS requires the directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expense. The estimates and judgements are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented.

These consolidated financial information is the first published consolidated financial information of Calnex Solutions plc prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements of Calnex Solutions plc were previously prepared in accordance with UK GAAP.

c) Functional and presentation currency

The financial information is presented in pounds Sterling, which is the functional and presentation currency of the Group. Results in this financial information have been prepared to the nearest thousand.

d) Basis of consolidation

The consolidated financial information incorporates those of Calnex Solutions plc, and all its subsidiaries. A subsidiary is an entity controlled by the Group, i.e. the Group is exposed to, or has the rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its current ability to direct the entity's relevant activities (power over the investee).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. The total comprehensive income, assets and liabilities of the entities are amended, where necessary to align the accounting policies.

The Group applies the acquisition method to account for all acquired businesses, whereby the identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values (with a few exceptions as required by IFRS 3 Business Combinations).

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 is recognised as goodwill.

The acquisition of assets that falls outside the scope of IFRS 3 are accounted for by bringing the assets and liabilities of the acquired entity into the financial information at their nominal value from the date of acquisition. Comparative information is not restated.

e) Adoption of new and revised standards

New standards, amendments to standards and interpretations which came into effect for accounting periods starting on or after

1 January 2020 and have had an impact on the financial information are as follows:

Amendments to IFRS 3 'Business Combinations' (effective where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020) - makes amendments to clarify the definition of a business to help companies determine whether an acquisition is of a business or a group of assets. The amendments are expected to result in more acquisitions being accounted for as asset acquisitions. As detailed in note (3e) careful consideration is given to the accounting treatment for each acquisition. Most acquisitions made by the Group are treated as the acquisition of a group of assets, so the amendments to this standard have not had any impact on the financial information.

Amendments to IAS 1 'Presentation of Financial Statements' and IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors' (effective for annual periods beginning on or after 1 January 2020) - make amendments to clarify the definition of 'material'. The amendments make IFRSs more consistent but are not expected to have a significant impact on the preparation of the financial information.

Amendments to IFRS16 'Leases' (effective from June 2020 onwards) - were issued in response to the COVID-19 pandemic to address accounting treatment for rent concessions granted to lessees as a direct result of the pandemic. The Group has not received any rent concessions for its land and buildings leases and therefore accounting treatment has not been affected.

f) Going concern

The financial information for the year to 31 March 2021 has been prepared on the basis that the Company will continue as a going concern.

The business has not seen any detrimental impact on trading as a result of the COVID-19 pandemic and the Group has not required the assistance of government funding to date. Appropriate safety measures have been put in place to protect staff while the Group continues to operate adhering to government advice on stay at home directives across our various locations. The directors continue to closely monitor the situation, with rolling cashflow forecasting and visibility over the order pipeline being key to provide early indication of required action in order to mitigate against any future risk of further lockdowns or new virus threats.

The Board has approved financial profit and cashflow forecasts for the current and succeeding financial years to 31 March 2023. Based on this review, along with regular oversight of the Company's risk management framework, the Board has concluded that given the Company's cash reserves available and access to additional liquidity through banking facilities the Company will continue to trade as a going concern.

3. Significant accounting policies

(a) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of sales related taxes and discounts and is recognised at the point in time when the relevant performance obligation is satisfied.

Where revenue contracts have multiple elements, all aspects of the transaction are considered to determine whether these elements can be separately identified. Where transaction elements can be separately identified and revenue can be allocated between them on a fair and reliable basis, revenue for each element is accounted for according to the relevant policy below. Where transaction elements cannot be separately identified, revenue is recognised over the contract period.

The Group recognises revenue from the following major sources:

Hardware & software revenue

Revenue from the sale of hardware and bundled software, is recognised when the Group transfers the risk and rewards to the customer. Each unit sale comes with a standard warranty period during which the Group agrees to provide warranty cover, maintenance cover and software upgrade cover in the event of any software upgrades being released. This is recognised as a separately identifiable obligation from the provision of the hardware and is recognised over the life of the cover provided, being a year.

For the sale of stand-alone software, the licence period and therefore the revenue recognition, commences upon delivery.

Extended warranty programme

The Group enters into agreements with purchasers of its equipment to perform necessary repairs falling outside the Group's standard warranty period. As this service involves an indeterminate number of acts, the Group is required to 'stand ready' to perform whenever a request falling within the scope of the program is made by a customer. Revenue is recognised on a straight-line basis over the term of the contract.

This method best depicts the transfer of services to the customer as:

i) The Group's historical experience demonstrates no statistically significant variation in the quantum of services provided in each year of a multi-year contract

ii) no reliable prediction can be made as to if and when any individual customer will require service.

Software support programme

The Group enters into agreements with purchasers of its equipment to provide software support and access to future software updates. Revenue is recognised on a straight-line basis over the term of the contract.

Grant income

The Group obtains grant funding from the Scottish Government in the form of reimbursement for research and development costs eligible for reclaim under the grant agreement. Costs are incurred before they can be reclaimed under the grant agreement and revenue is only recognised after receipt of the funds from the government. Grant funds received are recognised over five years, in line with the amortisation policy on capitalised research and development costs.

(b) Retirement benefit costs

Payments to defined contribution schemes are charged to the income statement as an expense as they fall due.

Equity-settled share-based compensation benefits are provided to some employees. Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. There are no other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

All changes in the liability are recognised in profit or loss.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

(d) Taxation

The tax expense represents the sum of the current tax and deferred tax charge for the year.

The tax currently payable is based on taxable profit for the year. The Group's liability for current tax is calculated using the tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is measured on differences between the carrying amounts of assets and liabilities in the financial information and the corresponding tax bases, as used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of financial assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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 income statement, 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 when the relevant requirements of IAS 12 are satisfied.

(e) Business Combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the Group to former owners of the acquire. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.

The difference between the acquisition-date fair value of assets acquired and liabilities assumed and the fair value of the consideration transferred is recognised as goodwill. If the consideration transferred is less than the fair value of the identifiable net assets acquired, a bargain purchase is recognised as a gain directly in profit or loss by the Group on the acquisition-date.

Business combinations are initially accounted for on a provisional basis. The Group retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

(f) Intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use or sell the asset; the Group has sufficient resources and intent to complete the development; and its costs can be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years.

Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years. Amortisation is charged to administrative expenses in the Statement of Comprehensive Income.

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(g) Financial assets

Where there is no publicly quoted market value, other investments, including subsidiaries, are shown at cost less provisions for impairment.

(h) Plant and equipment

Plant and equipment are shown at cost, net of depreciation and any provision for impairment. Depreciation is provided on all property, plant and equipment at varying rates calculated to write off cost less residual value over the useful lives. Depreciation is charged to administrative expenses in the Statement of Comprehensive Income. The principal rates employed are:

Plant and machinery 25-33% straight line

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate these values may not be recoverable. If there is an indication that impairment does exist, the carrying values are compared to the estimated recoverable amounts of the assets concerned.

The recoverable amount is the greater of an asset's value in use and its fair value less the cost of selling it. Value in use is calculated by discounting the future cash flows expected to be derived from the asset. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down through the income statement to its recoverable amount.

An item of property, plant and equipment is written off either on disposal or when there is no expected future economic benefit from its continued use. Any gain or loss (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the income statement in the year.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

(h) Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any re-measurement of lease liabilities.

(i) Inventories

Inventories are valued at the lower of cost and net realisable value. In determining the cost of raw materials, consumables and goods for resale, the average purchase price is used. For work in progress and finished goods, cost is taken as production cost which includes an appropriate proportion of overheads.

Inventories are assessed for indicators of impairment at each year end and where a provision is required the income statement is charged directly

(j) Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses.

The simplified approach to measuring expected credit losses has been applied, this uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

(k) Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of 95 days or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities

(l) Borrowings

Interest-bearing loans and bank overdrafts are initially recorded at the fair value of proceeds received and are subsequently stated at amortised cost. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

(m) Trade and other payables

Trade payables are non-interest-bearing and are measured at amortised cost.

(n) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Provisions are measured at the present value of the expenditure 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 the provision due to the passage of time is recognised as an interest expense.

The fair value of Company equity is included in the initial recognition of warrants as a financial liability. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment.

(o) Financial liabilities

Financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of that instrument.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at each reporting date. The changes in fair value are recorded in the statement of comprehensive income.

The Company recognises warrants in issue as financial liabilities and re-measures them whenever the terms of the warrants are changed, with any gain or loss recognised in the profit or loss.

(p) Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The lease term is the non-cancellable period of the lease plus extension periods that the group is reasonably certain to exercise and termination periods that the group is reasonably certain not to exercise. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are re-measured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is re-measured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

(q) Foreign currency

In preparing the financial information of individual companies, transactions in currencies other than pounds sterling are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to sterling at the foreign exchange rate ruling at that date. Exchange differences arising on translation are recognised in the consolidated income statement for the period.

Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated at the rates prevailing at the dates when the fair value was determined. Non-monetary assets and liabilities that are measured at historical cost in a foreign currency (e.g. property, plant and equipment purchased in a foreign currency) are translated using the exchange rate prevailing at the date of the transaction. Exchange differences arising on the translation of net assets are affected through the Statement of Comprehensive Income.

For the purpose of presenting consolidated financial information, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period and recognised in the Statement of Comprehensive Income.

(r) Dividends

Dividends are recognised when declared during the financial year. The declaration of dividends is at the discretion of the Group directors.

(s) Value Added Tax

Revenues, expenses and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Commitments and contingencies are disclosed net of the amount of VAT recoverable from, or payable to, the tax authority.

(t) Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the shareholders, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(u) Critical judgements in applying the Groups accounting estimates

In the process of applying the Group's accounting policies, the directors have made the following judgements that have the most significant effect on the amounts recognised in the financial information.

Business combinations

The Group's policies require that a fair value be attributed to the assets and liabilities of an acquired business, including internally developed assets that may not be recognised by the acquired business, at the date of acquisition. The directors use their judgement to identify the separate intangible assets and then determine a fair value for each based upon the nature of the asset, industry statistics, future potential and other relevant factors.

Any consideration provided including deferred or contingent consideration is recognised at fair value at the date of acquisition. The directors have made estimates regarding the fair value of equity instruments transferred.

Share based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Provision for impairment of inventories

The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence.

Impairment

Determining whether any non-current asset has been impaired requires an estimation of the value in use of the cash generating units to which these assets are allocated. The value in use calculation requires the Group to identify appropriate cash generating units, to estimate the future cash flows expected to arise from each cash generating unit and a suitable discount rate in order to calculate present value. Impairment exercises on fixed tangible assets, goodwill and indefinite life intangible assets have been undertaken each year presented.

Useful lives

The Group uses forecast cash flow information and estimates of future growth to assess whether goodwill and other intangible fixed assets are impaired, and to determine the useful economic lives of its goodwill and intangible assets. If the results of operations in a future period are adverse to the estimates used a reduction in useful economic life may be required.

(v) Discontinued operation

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations, or is a single coordinated plan to dispose of a separate major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier.

(w) New and revised IFRS' in issue but not yet effective

A number of new standards, amendments to standards and interpretations are effective for periods beginning on or after 1 January 2021 and have not been applied in preparing this financial information. These are:

Interest Rate Benchmark Reform-Phase 2: Amendments to IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments; Recognition and Measurement', IFRS 7 'Financial Instruments: Disclosures', IFRS 4 'Insurance Contracts' and IFRS 16 'Leases' (effective for periods beginning on or after 1 January 2021) These amendments address issues that might affect financial reporting when an existing interest rate benchmark is replaced with an alternative benchmark interest rate. The amendments are not expected to have a significant impact on the preparation of the financial information.

Amendments to IFRS 3 'Business Combinations' (effective for periods beginning on or after 1 January 2022) - gives clarification on the recognition of contingent liabilities at acquisition and clarifies that contingent assets should not be recognised at the acquisition date. The amendments are not expected to have a significant impact on the preparation of the financial information.

Amendments to IAS 1 'Presentation of Financial Statements' (effective for periods beginning on or after 1 January 2023) - clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period and not expectations of or actual events after the reporting date. The amendments also give clarification to the definition of settlement of a liability. The amendments are not expected to have a significant impact on the preparation of the financial information.

4 Operating Segments

Operating segments are based on the internal reports that are reviewed and used by the Board (who are identified as the Chief Operating Decision Makers) in assessing performance and determining the allocation of resources. As the Group has a central cost structure and a central pool of assets and liabilities the Board does not consider segmentation in their review of costs or the statement of financial position. The only operating segment information reviewed, and therefore disclosed, are the revenues derived from different geographies.

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Americas	5,767	4,079
North Asia	5,945	6,788
Rest of World	6,266	2,872
	17,978	13,739

5 Revenue

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Sale of goods	16,509	12,473
Rendering of services	1,469	1,266
Total revenue	17,978	13,739

Revenue from the sale of goods from:
Continuing operations	16,509	12,348
Discontinued operations	-	125
	16,509	12,473

72% (2020: 71%) of the Group's orders in the year were distributed by the Group's principal distribution partner. Included within revenue is an amount of £2,144,773 (2020: £1,081,059) which arose from sales to the Groups largest customer, and was geographically spread as follows: Americas £1,079,534 (2020: £585,130), N Asia: £138,348 (2020: £nil), ROW: £926,891 (2020: £495,929). This is the only customer to exceed 10% of the Group's revenue.

6 Other income

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Government grant income	204	220
R&D tax credit	326	329
	530	549

7 Material operating profit items

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Operating profit for the year is stated after charging/(crediting):
IPO related professional fees and commissions	1,057	-
Issue of free shares to employees	166	-
Low value asset lease payments	42	38
Depreciation of right-of-use assets	158	125
Depreciation of tangible assets	9	22
Amortisation of intangible assets	2,585	2,322
Foreign exchange differences	(65)	(94)
Fair value loss/(gain) on financial instruments	144	193
Provision for inventory obsolescence	26	6
Other provisions	(14)	44
Share based payments	275	55


Auditors remuneration
Fees payable to the Group's auditor and its associates for the audit of the Group's annual accounts	35	26
Fees payable to the Group's auditor and its associates for the audit of the Company's subsidiaries	-	-
Total fees payable for audit services	35	26

Fees payable to the Group's auditor and its associates for other services:
Audit related services	-	-
Tax related services	-	3
Other services	151	4
Total fees payable to the Group's auditor and its associates	186	33

8 Discontinued operations

On 6 May 2019, the Company acquired the trade and assets of small German-based business, Luceo Technologies, with the objective of entering the component and module test market. It was subsequently established that the development and investment period would be longer than anticipated and the decision was taken in the prior accounting period to cease operations to deploy resources more optimally within the core parts of the Group.

Calnex Solutions (Berlin) GmbH was put into liquidation from 31 Dec 2019. On 18 March 2020 the Group submitted an order for dissolution for its subsidiary, Calnex Solutions (Berlin) Limited (incorporated in April 2019) which was subsequently dissolved on 22 Sep 2020.

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Revenue	-	125
Cost of sales	-	(82)
Gross profit	-	43
Administrative expenses	-	(543)
Finance costs	-	-
Loss before tax from discontinued operations	-	(500)

Net decrease in cash and cash equivalents from discontinued operations	(201)	(299)

9 Employee benefits costs

Average monthly number of employees

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Development staff	58	48
Administrative staff	33	27
Management staff	9	7
	100	82

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Employee costs during the year (including directors remuneration) amounted to:

Wages and salaries	4,148	3,571
Social security costs	586	473
Defined contribution pension	212	150
Share incentive scheme	215	-
Equity-settled share based payment	275	55
	5,436	4,249

10 Key management personnel emoluments

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Wages and salaries	654	604
Social security costs	58	40
Defined contribution pension	6	-
Equity-settled share based payment	91	22
	809	666

Gains made on share options converted by directors in the year	613	-

The number of directors who accrued benefits under the company pension plans
Defined contribution plans	1	-

Remuneration of the highest paid director in respect of qualifying services:
Aggregate remuneration	184	345

11 Finance costs

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Interest expense for borrowings at amortised cost	107	278
Interest expense on lease liabilities	63	26
Unwinding of discount on deferred consideration	(15)	35
	155	339

12 Taxation

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Current taxation
UK corporation tax on profits for the year	67	497
Foreign current tax expense	12	35
Adjustments relating to prior years	(9)	-
	70	532
Deferred taxation
Origination and reversal of temporary differences	61	162
Adjustments relating to prior periods	63	-
	124	162

Total taxation charge	194	694

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Profit before tax for the year	3,647	2,981


Tax thereon at 19%	693	566

Effects of:
Expenses disallowable for tax purposes	196	8
Adjustments in respect of prior periods - current tax	(9)	-
Adjustments in respect of prior periods - deferred tax	64	-
Movement in unprovided deferred tax related to share options	(573)	-
Movement in unprovided deferred tax related to timing differences now recognised	(54)	38
SME R&D credit	(123)	25
Overseas tax	-	57
Effect of non-UK losses	-
Taxation charge	194	694

The weighted average applicable tax rate for the year ended 31 March 2021 was 19% (2020: 19%). The effective rate of tax for the year, based on the taxation charge for the year as a percentage of the profit is 5.29% (2020: 23.24%) The difference between the applicable rate of tax and the effective rate is largely due to the following:

· Tax relief on exercise of share options on IPO on which no deferred tax asset had previously been recognised on (impacts ETR by decreasing 15.64%)

· Availability of R&D SME enhanced deduction which had not been claimed in prior period (impacts ETR by decreasing 3.36%)

· This is partly offset by permanent differences such IPO costs which are disallowed for tax purposes (impacts ETR by increasing 5.32%)

13 Intangible assets

Included within intangible assets are the following significant items:

· Cost of patent applications and on-going patent maintenance fees.

· Capitalised development costs representing expenditure relating to technological advancements on the core product base of the Group. These costs meet the requirement of IAS 38 (Intangible Assets) and will be amortised over the future commercial life of the related product. Amortisation is charged to administrative expenses.

	Intellectual	Development	Group
	property	costs	Total
	£'000	£'000	£'000
Cost
At 1 April 2020	2,343	23,732	26,075
Additions	5	3,326	3,331
Disposals	-	(2,620)	(2,620)
At 31 March 2021	2,348	24,438	26,786

Amortisation
At 1 April 2020	2,034	17,262	19,296
Charge for the year	106	2,479	2,585
Eliminated on disposal	-	(2,620)	(2,620)
At 31 March 2021	2,140	17,121	19,261

Net book value
31 March 2020	309	6,470	6,779

31 March 2021	208	7,317	7,525

During the year, a review of the carried development costs brought forward has resulted in a disposal of £2,620,117 , and elimination of amortisation of £2,620,117 resulting in a net book value impact of £nil. This reflects removal of aged spend on product features that are now considered to be superseded by current product developments.

14 Plant and equipment

The Group annually reviews the carrying value of tangible fixed assets taking recognition of the expected working lives of the plant and equipment available to the Group and known requirements. Depreciation is charged to administrative expenses.


								Plant and
								equipment
								Total
								£'000
Cost
At 1 April 2020								167
Additions								10
Disposals								(58)
At 31 March 2021								119

Depreciation
At 1 April 2020								146
Charge for the year								9
Eliminated on disposal								(58)
At 31 March 2021								97

Net book value
31 March 2020								21

31 March 2021								22

15 Inventories


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Finished goods	1,390	1,211
Provision for obsolescence	(279)	(253)
	1,111	958

Cost of inventories recognised as an expense	3,591	2,793

Group inventories reflect the following movement in provision for obsolescence:

At start of the financial year	253	247
Utilised	(98)	(133)
Provided	124	139
At end of the financial year	279	253

16 Trade and other receivables


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Amounts due within one year
Trade receivables	988	1,962
Provision for bad debt	-	(16)
Other receivables	700	468
Amounts owed by group companies	-	-
Prepayments and accrued income	131	94
	1,819	2,508

Trade receivables are consistent with trading levels across the Group and are also affected by exchange rate fluctuations.

No interest is charged on the trade receivables. The Group has reviewed for estimated irrecoverable amounts in accordance with its accounting policy.

The Group's credit risk is primarily attributable to its trade and other receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on customers as appropriate to the level of credit extended. In addition, credit insurance would be sought for major areas of exposure, although this has not been required in the year under review.

The Group reviews trade receivables past due but not impaired on a regular basis and considers, based on experience, that the credit quality of these amounts at the balance sheet date has not deteriorated since the date of the transaction.

Included in the Group's trade receivable balance are debtors with a carrying amount of £78,664 (2020: £72,534), which are past due at the reporting date but for which the Group has not provided against, as there has not been a significant change in credit quality and the Group believes that the amounts are still recoverable.

Ageing of past due but not impaired trade receivables


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Overdue by
0-30 days	46	9
30-60 days	32	-
60+ days	-	63
	78	72

The Directors consider that the carrying amount of trade and other receivables approximates their fair value.

Note 24 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit losses. The calculated credit risk is £3,221. Due to the immaterial nature of the balance, no provision has been recognised.

17 Cash and cash equivalents

Cash and cash equivalent amounts included in the Consolidated Statement of Cashflows comprise the following:


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Cash at bank	7,668	3,664
Cash on short term deposit	5,000	-
	12,668	3,664

Short term cash deposits of £5,000,000 (2020: nil) are callable on a notice of 95 days.

18 Borrowings

The Group had a secured bank loan which was drawn down in March 2018. The loan was split into two tranches. The first tranche of £1,995,000 was an amortising term loan over 5 years to March 2022 and the second was a bullet repayment in March 2022. The interest rate on both tranches was fixed at 11%.

The full balance became repayable in the event of a change in control. Following flotation on the AIM market of the London Stock Exchange in October 2020, the loan amount outstanding of £1,936,273 was repaid in full.

In October 2020 the Group agreed a £3,000,000 revolving credit facility, at an interest rate of 2.25% above the Bank of England base rate, and secured with a floating charge over the Group assets. The total amount drawn from the borrowing facility as at 31 March 2021 was £nil.

This facility is subject to the following financial covenants:

i) Leverage covenant: Gross borrowings to R&D adjusted EBITDA: The ratio of Gross Borrowings at the end of each relevant period to R&D Adjusted EBITDA for such Relevant Period shall not exceed 1.75 to 1.

R&D adjusted EBITDA is defined as EBITDA less capitalised development expenditure in the period.

ii) Interest Cover Covenant: EBIT to Net Financing Costs: The ratio of EBIT for each Relevant Period to Net Financing Costs for such Relevant Period shall not fall below 4.00 to 1.

The Group has passed all covenant tests during the review period.

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Amounts due within one year
Bank loans	-	695

Amounts due in more than one year
Bank loans	-	1,581

Total borrowings	-	2,276

Net debt is arrived at as follows
Total borrowings	-	2,276
Cash and cash equivalents	(12,668)	(3,664)
Total net cash	(12,668)	(1,388)

19 Trade and other payables

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Amounts due within one year
Trade payables	944	999
Other taxes and social security	126	100
Other payables	51	43
Accruals	1,561	836
Deferred income	1,499	952
Deferred consideration	-	97
	4,181	3,027
Amounts due after one year
Deferred income	749	555

Total amounts due	4,930	3,582

Trade and other payables are consistent with trading levels across the Group but are also affected by exchange rate fluctuations.

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure all payables are paid within the agreed credit terms.

The directors consider that the carrying amount of trade and other payables approximates their fair value.

Deferred income relates to fees received for ongoing services to be recognised over the life of the service rendered.

Deferred consideration has been recognised in the prior year in relation to an acquisition of intellectual property in 2013. Initial deferred consideration recognised was equal to the present value of expected future cash outflows at the date of acquisition, using a discount rate of 11% in line with the Company's cost of capital. The outflows would occur periodically in response to sales of the product that is supported by the intellectual property acquired. At each year end Management reassessed the expected future cash outflows using budgeted sales figures, adjusting the liability if required. The final payment was made in April 2020.

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

At start of the financial year	97	348
Unwinding of discount	(15)	35
Payment of royalties	(82)	(414)
Fair value loss/(gain)	-	128
At end of the financial year	-	97

20 Leases

The Group leases land and buildings for its head office in Linlithgow, Scotland. The current lease was agreed on 1 December 2019 and will run for the 5-year period to 30 November 2024. The Group has recognised a right-of use asset and a lease liability applying a discount rate of 11% for this lease.

The Group leases IT equipment with contract terms ranging between 1 to 2 years. The Group has recognised right-of use assets and lease liabilities for these leases.

The carrying value of right of use assets, and lease obligations recognised with respect to these leases are shown below:

	Building		Group
	Lease	IT equipment	Total
	£'000	£'000	£'000
Cost
At 1 April 2020	649	71	720
Additions	-	20	20
Disposals	-	-	-
At 31 March 2021	649	91	740

Amortisation
At 1 April 2020	43	17	60
Charge for the year	130	28	158
Eliminated on disposal	-	-	-
At 31 March 2021	173	45	218

Net book value
31 March 2020	606	54	660

31 March 2021	476	46	522

Right-of-use assets
	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Balance at 1 April	660	65
Additions to right of use assets	20	720
Depreciation charge for the year	(158)	(125)
Balance at 31 March	522	660

Lease liabilities

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Balance at 1 April	676	93
Acquisition of new leases	20	720
Payment of lease liabilities	(193)	(163)
Interest expense on lease liabilities	63	26
Balance at 31 March	566	676

Disclosed as
Current	130	122
Non-current	436	554
	566	676

The Group also leases land and buildings in Belfast and one motor vehicle. These leases are low-value, so have been expensed as incurred. The Group has elected not to recognise right‑of‑use assets and lease liabilities for these leases.

Lease commitments for short-term and low value leases

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Motor vehicles	15	30
Land and buildings	30	20
	45	50

Amounts recognised in the profit and loss


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Depreciation charge - building lease	130	108
Depreciation charge - IT equipment	28	17
Interest on lease liabilities	63	26
Low value lease rental	42	38

Amounts recognised in statement of cashflows

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Total cash outflow for leases	(193)	(163)

21 Deferred tax

In the Spring Budget 2020, the Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on 17 March 2020. Deferred tax assets and liabilities at 31 March 2021 have been calculated based on the rate of 19% enacted at the balance sheet date. The 2021 budget proposal increases the corporation tax rate to 25% from 1 April 2023. As the proposal to increase the rate to 25% had not been substantively enacted at the balance sheet date, its effects are not included in this financial information.

Deferred tax asset

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Opening balance	554	507
Recognised in statement of comprehensive income	9	47
Recognised in equity	50	-
Closing balance	613	554

Deferred tax assets arise as follows:
Unused tax losses	491	554
Share based remuneration	64	-
Other timing differences	58	-
Total deferred tax asset	613	554

Deferred tax liability

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Opening liability	1,188	979
Recognised in statement of comprehensive income	133	209
Recognised in equity	-	-
Closing liability	1,321	1,188

Deferred tax liabilities arise as follows:
Deferred tax on acquisition	38	58
Timing differences on development costs	1,275	1,125
Accelerated capital allowances	11	13
Accrued pension costs	(3)	(8)
Total deferred tax liability	1,321	1,188

22 Provisions

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Current provisions
Overseas tax	291	266
Onerous lease	-	23
Total current provisions	291	289

Non-current provisions
Dilapidations	15	15


Total provisions	306	304

The movement in the total provision liability
At start of financial year	304	260
Recognised in profit and loss	2	44
At end of financial year	306	304

Current year provisions are recognised in respect of potential payments to be made to overseas tax authorities, and potential payments to be made in respect of dilapidations on leased assets. No discount is recorded on recognition of the provisions or unwound due to the short-term nature of the expected outflow and the low value and estimable nature of the non-current element.

23 Financial liabilities

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Derivative financial instruments	-	65
Warrants	-	52
Total financial liabilities	-	117

On 16 July 2013 the Company issued warrants which entitled the holder to subscribe for 5% of the Ordinary shares in the Company in the event of an exit (defined as a change of control, a sale or a listing). The warrants were valued using the share price at the date of issue of £4 per share. These were exercised upon flotation on the AIM market of the London Stock Exchange.

24 Financial instruments

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses derivative financial instruments in the form of forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, and not as trading or other speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk.

Capital management

The Board's policy is to maintain a strong capital base so as to cover all liabilities and to maintain the business and to sustain its development. The Board defines capital as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debt.

There were no changes in the Group's approach to capital management during the year.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

(a) Categories of financial instruments


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000
Financial assets (current and non-current) at amortised cost
Trade and other receivables	1,688	2,508
Cash and cash equivalents	12,668	3,664

Financial liabilities (current and non-current) at amortised cost
Current borrowings	-	2,276
Lease liabilities	566	676
Trade and other payables	2,682	3,582

Financial liabilities (current and non-current) at FVTPL
Derivative financial instruments	-	65
Warrants	-	52

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Under the fair value three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date;

• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;

• Level 3: Unobservable inputs for the asset or liability.

Within the comparatives the derivative financial liability accounted on the foreign exchange forward contract is level 2 and was determined by valuing the amount outstanding at the year end by a quoted market price for a similar contract obtained from the Group's foreign exchange trader. The directors believe this is a reasonable basis for determining the fair value at the year end.

Within the comparatives, the warrants reflect the Company had granted a financial instrument to a lender allowing them to subscribe for 5% of the Company's share capital at the nominal value of £0.10 per share. The fair value of the instrument was determined by the fair value of the Company's shares at the date the instrument was issued. The warrants were therefore a level 2 instrument under the fair value hierarchy.

Financial risk management objectives

The Group's senior management team manage the financial risks relating to the operations of each department. These risks include market risk, credit risk and liquidity risk.

Where appropriate, the Group seeks to minimise the effects of market risks by using financial instruments to mitigate these risk exposures as appropriate. The Group does not enter into or trade in financial instruments for speculative purposes.

(b) Market risks

Foreign currency risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates.

As at 31 March 2021	Sterling	Euro	US Dollar	Total
	£'000	£'000	£'000	£'000

Trade receivables	70	215	703	988
Borrowings	-	-	-	-
Lease liabilities	(566)	-	-	(566)
Trade payables	(864)	-	(80)	(944)
Cash and cash equivalents	11,658	112	898	12,668
	10,298	327	1,521	12,146

Based on this exposure, had Pound Sterling weakened by 5% the Group's profit before tax would have been £92,400 lower. The percentage change is based on management's assessment of reasonable possible fluctuations.

As at 31 March 2020	Sterling	Euro	US Dollar	Total
	£'000	£'000	£'000	£'000

Trade receivables	298	231	1,433	1,962
Borrowings	(2,276)	-	-	(2,276)
Lease liabilities	(676)	-	-	(676)
Trade payables	(848)	(4)	(147)	(999)
Cash and cash equivalents	1,946	604	1,114	3,664
	(1,556)	831	2,400	1,675

Based on this exposure had Pound Sterling weakened by 5% the Group's profit before tax would have been £161,000 lower. The percentage change is based on management's assessment of reasonable possible fluctuations.

Interest rate risk

The Group is not exposed to any significant interest rate risk as borrowings are obtained at fixed rates.

Other market price risk

The Group is not exposed to any other significant market price risks.

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers.

The Group's principal financial assets, other than business assets, are trade and other receivables and cash and cash equivalents. These represent the Group's maximum exposure to credit risk in relation to financial assets.


	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Trade and other receivables	1,688	2,414
Cash and cash equivalents	12,668	3,664
	14,356	6,078

Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer.

The balance presented in the balance sheet is net of allowances for doubtful receivables and returns, estimated by the Group's management based on prior experience and their assessment in the current economic climate. No adjustment has been estimated for the allowance for credit loss.

The Group's main concentration of credit risk relates to where a credit risk management approach is employed, including strict retention of title, customer stock holding visibility and the use of credit insurance.

The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due.

The expected credit loss for trade receivables as at 31 March 2021 and 31 March 2020 was determined as follows:

Days past due	0	1-30	31-60	>60	Total
2021
Balance outstanding (£'000)	910	46	32	-	988
Historic loss rate	0%	0%	0%	0%
Estimated credit loss provision	0.25%	1%	1.5%	2%
Potential credit loss allowance (£'000)	3	-	-	-	3

Days past due	0	1-30	31-60	>60	Total
2020
Balance outstanding (£'000)	1,874	9	-	79	1,962
Historic loss rate	0%	0%	0%	0%
Estimated credit loss provision	0.25%	1%	1.5%	2%
Potential credit loss allowance (£'000)	4	-	-	2	6

Due to the immaterial nature of the assessed credit risk, no provision has been recognised for 31 March 2021 or 31 March 2020.

Cash

Cash is held with banks in the UK/US with high credit ratings and no financial loss due to the banks failure to meet their contractual obligations is expected.

The Group manages liquidity risk through the monitoring of forecast cash flows and through the use of bank loans when required thereby maintaining sufficient liquid assets to fund its contractual obligations and maintain the ongoing development of the Group.

The table below provides an analysis of the Group's financial liabilities to be settled on a gross basis by relevant maturity categories from the balance sheet date to the contractual settlement date. The table includes both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

	1 year or	1 to	2 to	Over 5	Total
	less	2 years	5 years	years	liabilities
31 March 2021	£'000	£'000	£'000	£'000	£'000

Trade payables	944	-	-	-	944
Other payables	1,738	-	-	-	1,738
Borrowings	-	-	-	-	-
Lease liabilities	161	117	288	-	566
Deferred consideration	-	-	-	-	-
	2,843	117	288		3,248

	1 year or	1 to	2 to	Over 5	Total
	less	2 years	5 years	years	liabilities
31 March 2020	£'000	£'000	£'000	£'000	£'000

Trade payables	999	-	-	-	999
Other payables	2,753	103	84	15	2,955
Borrowings	911	1,736	-	-	2,647
Lease liabilities	167	167	446	-	780
Deferred consideration	102	-	-	-	102
	4,932	2,006	530	15	7,483

25 Retirement benefits

Contributions by Group companies are charged to income statement as an expense as they fall due. The amount recognised as an expense in relation to defined contributions plans was £212,482 (2020: £149,861).

26 Share based payments

The options brought forward into the financial year vested as a result of a change in control. Options exercised in the year ended 31 March 2021 totalled 40,250 (2020: nil). As at 31 March 2020, the Company had 248,135 Ordinary Shares. To prepare for listing on AIM, the Company's share capital was reorganised in September 2020 through bonus issues of shares and a share split, taking the total number of Ordinary Shares in issue to 60,024,103 and 14,975,897 Ordinary Shares were issued to option and warrant holders, taking the total Ordinary Shares in issue prior to admission to 75,000,000. The number of share options in issue at the start of the financial year 40,250 (2020: nil) which were subsequently exercised is shown as the number prior to the bonus issues of shares and the share split.

	2021		2020
	No of share options	Weighted average exercise price (£)	No of share options	Weighted average exercise price (£)

At start of financial year	40,250	2.75	37,150	£2.75
Exercised	(40,250)	(2.75)	-	-
Granted	2,650,000	£0.48	3,100	£2.75
Forfeited	-	-	-	-
Lapsed	-	-	-	-
At end of the financial year	2,650,000	£0.48	40,250	£2.75

On 5 October 2020 2,650,000 share options were issued to key management personnel for nil consideration. The valuation model inputs used to determine the fair value at the grant date are as follows:

Grant date	Vesting date	Options granted	Share price at grant date	Exercise price	Expected volatility	Dividend yield	Risk free interest rate	Fair value at grant date
05/10/2020	04/10/2023	853,333	£0.51	£0.48	61.0%	1.0%	0.02%	£180,056
05/10/2020	04/10/2024	853,333	£0.51	£0.48	61.0%	1.0%	0.02%	£200,726
05/10/2020	04/10/2025	853,334	£0.51	£0.48	61.0%	1.0%	0.02%	£214,447

Of the shares options granted in the current year 500,000 are options held by directors. All options held by directors have a weighted average exercise price of £0.48. Within the cost of the options recognised in the income statement £93,604 is attributable to directors (2020:£21,531)

27 Group companies

Subsidiary undertakings	Country of registration of incorporation	Principal activity	Percentage of shares held
			2021 2020 2019
Calnex Americas Corporation	USA	Sales and marketing Support services to Calnex Solutions plc	100% 100% 100%
Calnex Solutions (Belfast) Ltd	Northern Ireland	IT network testing specialising in wide area network emulation and load testing	- 100% 100%
Calnex Solutions (Berlin) Ltd	UK	Holding company	- 100% -
Calnex Solutions (Berlin) GmBH	Germany	Solutions partner to the component & module test market	- 100% -

28 Called up share capital

As at 31 March 2020, the Company had 248,135 shares in issue.

To prepare for admission to AIM, the Company's share capital was reorganised in September 2020 through bonus issues of shares and a share split taking the total number of shares to 60,024,103.

Immediately prior to admission, 14,975,897 Ordinary Shares were issued to option and warrant holders, taking the total Ordinary Shares in issue prior to admission to 75,000,000.

12,500,000 new Ordinary Shares were issued and placed on admission, taking the total share capital in issue immediately following

the placing to 87,500,000 Ordinary Shares of 0.125p each.

	Group and Company
	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Ordinary shares of 0.125p (2020: £0.10) each	109	25


On issue at the start of the financial year	25	25
Bonus issue of shares	50
Share options exercised	18	-
Shares issued	16	-
In issue at end of the financial year	109	25

29 Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of Ordinary Shares in issue during the year.

Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the total of the weighted average number of Ordinary Shares in issue during the year and adjusting for the dilutive potential Ordinary Shares relating to share options and warrants.

	Year ended	Year ended
	31 March	31 March
	2021	2020
	£'000	£'000

Profit after tax attributable to shareholders	3,453	2,287

Weighted average number of ordinary shares used in calculated:
Basic earnings per share	73,762	60,024
Diluted earnings per share	82,575	75,000

Earnings per share - basic (pence)	4.68	3.81
Earnings per share - diluted (pence)	4.18	3.05

30 Notes to the Statement of Cashflow

Reconciliation of changes in liabilities to cashflows arising from financing activities

		Lease liabilities	Lease liabilities
	Borrowings	Premises	IT Equipment	Total
	£'000	£'000	£'000	£'000

Balance at 31 March 2020	2,276	616	60	2,952

Borrowing repayment	(2,276)	-	-	(2,276)
Lease repayment		(167)	(26)	(193)
Total changed from financing cashflows	(2,276)	(167)	(26)	(2,469)

Acquisition of new lease	-	-	20	20
Unwinding of discount rate	-	59	4	63
Total other changes	-	59	24	83

Balance at 31 March 2021	-	508	58	566

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