American Campus Communities Annual Report 2021

FY2021 Annual Report · American Campus Communities

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Annual
Report
2021

Year ended 30 November 2021

Access Intelligence is a high
growth tech innovator, with
strategic platforms that deliver
audience intelligence, reputation
management, and marketing
and communications insight for
blue chip enterprises around the
world.

Contents

Business Overview

Chairman’s statement

Timeline

A strategy for growth

The Group’s buyer types

A truly global opportunity

Investing in people to thrive

Strategic report

- Risk management

- Stakeholder engagement – Section 172(1) statement

Environmental, Social and Corporate Governance

Directors and advisers

The Board

Chairman’s corporate governance statement

Corporate governance

Environmental, social and governance report

Audit committee report

Remuneration committee report

Directors’ report

Independent auditor’s report

Financial Statements

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated statement of cash flow

Notes to the consolidated financial statements

Company statement of financial position

Company statement of changes in equity

Notes to the company financial statements

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Business
Overview

Chairman’s
statement

The roles of marketing and communications
professionals came under the spotlight
more than ever in 2021 as brands and
organisations navigated highly volatile
marketplaces. Mis- and disinformation
continue to present obstacles for all types
of organisation, fuelling unprecedented
challenges to the trust and reputation of all
society’s leaders and stakeholders.

Crises of communication have become an
inevitability and best-in-class communication
strategies now rely on constant innovation.

Agile organisations and brands that embrace the
need for 24/7 market intelligence are prepared
for this new environment; those that do not leave
themselves at risk.

Group growth
Access Intelligence (the “Group”) has
demonstrated strong organic growth in the
rapidly evolving intelligence sector. It continues
to take market share in its core business, while
investing in its omnichannel platform. Investment in
innovation provides audience intelligence in real
time, driving the strategic activities of marketeers,
communicators, PR practitioners, lobbyists and

advertisers, satisfying each function’s need to
understand current and potential customers’
behaviour, awareness and intent.

It is supported by partnerships with the world’s
largest data providers and social media platforms
– including Twitter, Reddit and Twitch – which use
the Group’s tools and services to understand the
value of their own platforms, and their respective
clients’ audience engagement.

It was also a transformational year for the Group,
with the acquisition of Isentia providing access to
new marketplaces in APAC. The Group now has
a global client base in excess of 6,000 across
four continents and 10 markets. In addition,
the acquisition created the commercial and
operational infrastructure for the Group to deliver
against its strategy of offering solutions to global
customers’ reputation management worldwide.

Transformation requires extraordinary commitment
from management, members of staff and
shareholders alike. I would like to thank all for their
support as we have continued to deliver against
our growth strategy in 2021 while implementing
the integration of Isentia.

People driving change
As the Group’s operations have globalised,
the Board has been strengthened with new
appointments in Sarah Vawda, former Corporate
Development Director at Johnson Matthey; Katie
Puris, Head of Global Brand and Creative at
TikTok; and Lisa Gilbert, Vice President of Brand,
Sponsorship & Content at Kyndryl, formerly IBM. It
is a source of pride throughout the Group to be part
of a progressive business, which now has a Board
with a 4:3 female:male split.

The Group has also incorporated ESG
considerations into its overall strategy, with a
broad and proactive approach that includes the
establishment of a Green Committee in the UK
alongside Isentia’s existing Corporate Social
Responsibility Committee; partnering with non-
profits around the world to ensure the Group is
making a positive contribution to society; and
platforming a diverse range of voices in the
marketing and communications sector through its
accessmatters initiative.

Sarah, Katie and Lisa are experts in their domains,
with skillsets in audit, M&A, corporate development,
strategy, marketing and communications, which
align with the Group strategy and match the overall
profile of its buyer types.

The near-total easing of restrictions in the UK
has allowed the Group’s London-based head
office to reopen fully, with a majority of EMEA
colleagues now working on a hybrid basis. Our
people continue to provide excellence in customer
service and deliver product innovations that are
unmatched in the market.

A resilient model
Access Intelligence is a software as a service
(SaaS) business with a growing recurring revenue
base of subscriptions, typically on annual or multi-
year contracts. This is a secure and sustainable
model that enables accelerating revenue
growth to be delivered through an efficient and
scalable cost structure.

The Group maintains a technology-first approach
to both customer-facing products and in-house
systems and is focused on leveraging these globally
to maximise benefits for customers and economies
of scale internally.

The confidence the business model provides,
and the continued adaptability of our people, is
reflected in the extraordinary client wins achieved
across the Group in 2021. These include: Adecco,
ASDA, BASF, Capita, Danone, EY, Eli Lilly, Financial
Times Group, Gymshark, Havas, Hertz, Hewlett
Packard, Lloyds Pharmacy, L’Oreal, Mastercard,
McLaren Automotive, Pfizer, Red Bull Racing,
Reddit, Sainsbury’s, Sony Music Entertainment,
Starling Bank, TalkTalk, Twitch, UNICEF and
William Grant & Sons.

In APAC, we also added Apple Thailand, Australian
Digital Health Agency, Financial Services Council,
KFC, Lululemon Athletica, Ministry of Transport
(Singapore), Pernod Ricard, Pfizer, Publicis, Roche,
SAAB Australia and Transdev Australia.

Data management as a core discipline
Global operations have exposed the Group
to a myriad of data regulations, which change
depending on the local or regional authority.

Ethical data security and management continues
to be a focus for the Group, which achieved
the ISO/IEC 27001 certification to confirm its
ongoing commitment to apply the most rigorous
risk management models to protect information
and data belonging to both the Group and its

Business Overview

Chairman’s
statement

clients. This is especially beneficial to international
clients who rely on their SaaS providers to ensure
compliance consistency around the world.

The Group upholds the strictest standards in its
media measurement and insights services. In 2021,
the brands Vuelio and Pulsar joined Isentia as
official members of the International Association for
the Measurement and Evaluation of Communication
(AMEC), which is the leading professional body for
media intelligence and insights.

Innovation and impact
The Group continues to invest in driving innovation
within its product offering that strengthens its
audience intelligence, data coverage and machine
learning capabilities, including partnerships that
target misinformation and fake news.

Through these developments, the Group is
creating a continual loop between insight,
strategy, execution and optimisation – allowing
clients to respond in real time to intelligence and
learn from the experience. This approach secures
new business wins and improves retention, as
clients embed the Group’s product suite into
their operations.

Current trading
During the first quarter of 2022 the Group’s EMEA
and North America business has continued to
grow with improved upsell compared to Q1 2021
as some of our largest customers have continued
to increase their spend through adding additional
services or departments to their contracts.

New client wins in EMEA and North America
include Allianz, Aston Martin Lagonda, Department
for Business Energy and Industrial Strategy, E.ON,
HS2, Institute for Fiscal Studies, Itsu, John Lewis,
KPMG, Skanska, Trustpilot and Wateraid.

In APAC, performance in the ANZ market has
remained stable during the first quarter with
commercial teams focused on winning and
renewing long-term sustainable business. New
business wins in ANZ during the quarter have
included former customers who have returned
due to improved content relevance and better
customer service.

While ANZ remains a competitive environment,
the Group maintains a sizeable market share
and is encouraged by the strength of its customer
relationships and the resultant opportunity for
longer-term revenue expansion through cross sell of
the wider Group product suite. We have released
Pulsar into the ANZ market and are pleased with
the engagement this has had with clients. We have
also recruited a Pulsar sales team in ANZ who are
actively working on new opportunities. These efforts
have resulted in a growing pipeline of opportunities
with both existing and prospective customers and
first sales of Pulsar in the region.

In South East Asia, the ongoing socioeconomic
climate remains challenging and the Group is
conscious of the current dynamics in this market.
Access Intelligence remains encouraged that
the longer-term growth opportunity in the region
continues to exist and continues to adapt its
approach to improve operational efficiency while
remaining well placed to take advantage when
conditions improve.

New client wins in APAC include Ausgrid, Change.
org, Chevron, Domino’s Pizza, Estee Lauder,
FamilyMart, H&M, Netflix, Nestle, NHFIC,
Ogilvy, SAS Group, Special Olympics Australia,
StudioCanal, Tiffany & Co, UnitingCare, Windlab
and Woodside Energy.

Overall, we are pleased with the progress being
made with the integration of Isentia and continue to
trade in line with expectations.

The results for the year are a testament to our
growing team, with each territory contributing to
overall performance and driving innovation to keep
the Group evolving.

Access Intelligence is now a truly international
business serving clients in multiple languages and
nearly every time zone.

The group remains committed to growth in the
service of our clients who continue to face the
complex challenges of the information age where
real and timely intelligence is valued at a premium.

Sincerely

Christopher Satterthwaite
Chairman
22 April 2022

Business Overview

Timeline

2018

May

Product
launched to mid
market and Enterprise
1,500 clients including
PZ Cussons, NICE, Smith
& Nephew, Freshfields,
First Group and FedEx.

August

Mark Fautley
appointed CFO of
Access Intelligence
Mark previously worked
for, or on behalf of, a
number of FTSE 100
and AIM businesses,
including three years
in a senior finance
role for a $2.5 billion
revenue joint venture of
Rolls-Royce plc.

2017

September

Christopher
Satterthwaite
appointed Chairman
of Access Intelligence
Christopher was
previously chief executive
of Chime, where he
oversaw growth in
operating income
from £54m in 2003
to £246m in 2016.

October

Acquisition
of ResponseSource
Access Intelligence
acquired
ResponseSource to
add depth and breadth
to its media and
influencer network.

2015

Two-year
transformation period
Five divestments of non-
core businesses to focus on
marketing communications
technology.

MBO of Trailight
Access Intelligence
maintained a
20% shareholding.

2014

July

Joanna
Arnold appointed CEO
of Access Intelligence
Before joining the
Group, Joanna’s career
included a combination
of investment banking
roles and ten years
M&A experience in the
software sector.

2019

October

Acquisition of Pulsar
Access Intelligence
acquired Pulsar to
accelerate its social
media and audience
intelligence capability.

November

Group surpasses
3,500 clients
Clients include NBC,
Lloyds, Ogilvy, L’Oreal,
HSBC, Edelman,
Heineken, Investec and
Paramount.

2020

November

21% organic ACV
growth
New client wins include
Amazon, Twitter, LinkedIn,
Saatchi & Saatchi,
UniCredit, Lamborghini,
Linklaters and Publicis.

December

£10m fundraise
Access Intelligence
raised £10m in a
heavily oversubscribed
fundraise. The
investment will scale
the Group’s product
offering, and allow
further expansion into
the US, Europe and
APAC markets.

2021

March

Sarah Vawda
appointed NED on
the board
Sarah is a highly
experienced director, with
expertise across corporate
strategy, M&A, finance
corporate governance
and development. She
is the former Corporate
Development Director for
Johnson Matthey plc.

June

Katie Puris appointed
NED on the board
Katie is the Managing
Director of Global
Business Marketing
for TikTok, with prior
experience at Facebook,
Google and BBDO. Her
appointment brings a
50:50 split of men and
women to the Board
for the first time.

September

Acquisition of Isentia
Access Intelligence
acquires Isentia,
adding 2,400 clients
– bringing the Group
to over 6,000 clients –
and 850 employees.

October

Lisa Gilbert appointed
NED on the board
Lisa Gilbert has held
various roles in IBM
over the last 25 years,
including VP of Marketing
of IBM Growth Markets in
China, and is currently VP
of Brand Sponsorship &
Content at Kyndryl.

A strategy
for growth

Measuring, understanding and driving
reputation is a priority for businesses and
institutions around the world. It is also
becoming ever more complex, driven by:

1. The increasing overlap of responsibility
for reputation management within
businesses; and

2. An ever-expanding media landscape
across social media, print media,
broadcast and online.

Businesses have responded, in part, by
integrating functions across marketing,
communications and insights, with data-first
strategies informing organisational structure
and the need to combine resources.

Access Intelligence is building an end-to-end
marketing, insights, PR and communications
intelligence platform to meet this need.
Through strategic acquisitions, the Group
has developed the framework to meet the
converging requirements of these disciplines.

The addition of Pulsar in 2019 brought social
media and community analytics to marketing,
PR and communications users.

This was followed by the acquisition of
Isentia in 2021, which has given the Group
an international footprint with commercial
and operational infrastructure, as well
as the immediate opportunity to deliver
global products to APAC through cross-
sell opportunities.

While the sectors the Group serves are well
defined, there is an increasing need across
these buyer types for the right combination of
technology and services.

Business Overview

The Group’s
buyer types

Marketing
Global platform
Marketers have access to millions of sources
that are being added to by billions of
people every day. Each of these data points
is potentially valuable but the challenge
businesses face is how to derive actionable
insight from an ever increasing volume
of information.

Our social listening and audience intelligence
platform finds the story in the data. Patterns
and trends in behaviours and conversations
are displayed in real-time from both
social and news sources, so marketers
can understand what is impacting their
reputation and their customers, how trends
and topics are evolving, and where there are
opportunities to innovate.

Distinct communities are segmented
according to their shared affinities, interest,
behaviours, personality traits, buying
habits and demographics, creating a
more comprehensive target market for
strategic planning and campaign activation.
These audiences can also be used to test
research hypotheses, leveraging over a
hundred variables.

This is combined with clients’ own first-party
data. They benefit from one holistic view
of everything in a single platform, which
then uses advanced artificial intelligence
to suggest messaging, campaign,
personalisation, influencer marketing and
content improvements to more effectively and
authentically engage with their audiences.

PR & communications
Regional platforms based on
global infrastructure
Perception of PR and communications
functions shifted throughout the pandemic as
they became a necessity for organisations
navigating an uncertain global landscape.

Understanding the impact PR strategies have
on both an organisation and its audience
continues to be one of the industry’s
greatest challenges.

Recognising where PR can and should
feed into the news cycle is vital, which is
why practitioners depend on the Group’s
news, political and social media monitoring
to track coverage and show how trends
develop across different media. Real-time
analysis highlights opportunities for proactive
communications, measures share of voice

Insights also drives the expansion in the
Group’s land and expand strategy, building
the maturity lifecycle of customers in every
market across every vertical.

It enhances the user experiences across
the other buyer types, improving client
engagement and contributing towards
higher overall retention and greater
recurring revenue.

They also give clients the chance to
experience the full power of our platforms,
giving us the opportunity to displace clients’
incumbent SaaS tools and systems.

against key competitors and tracks the impact
of clients’ PR activity.

PR and communications also feed one
side of the network, engaging with media,
influencer and political contacts through our
database and distribution tools. The other side
of that relationship sees those stakeholders
requesting comment, content and information,
which drives value into the Group’s
proprietary professional private network.

This network effect also benefits stakeholder
identification and engagement. From
journalists and influencers to MPs and
their staff, the Group’s CRM tools enable
practitioners to manage the relationships that
matter and align them to the issues that will
have the greatest impact.

Insights
Global solutions
Our award-winning Insights teams combine
a deep expertise in our market leading tools
with human intelligence and industry expertise.

They work in partnership with our clients to
drive deep audience understanding and
improve every stage of their marketing and
communications strategy from planning
through execution to results.

Business Overview

A truly global
opportunity

Access Intelligence’s acquisition of Isentia in 2021
scaled its customer base to over 6,000 with an
international footprint across four continents and 10
regional markets.

The Group is consolidating the systems underpinning the
SaaS platforms from which its brands Isentia, Pulsar and
Vuelio operate into a single global data infrastructure.
This provides a number of commercial, operational
and technological advantages for the Group and its
clients, including:

• Customers in all markets being able to leverage the

Group’s global data sources and partnerships – including
evolving relationships with Twitter, Reddit and Twitch,
who use the Group’s technologies to increase in-house
understanding of their own platforms – enabling them to
derive greater insight and better outcomes;

• An acceleration in global and regional customer

experience with in-market teams leading customer
centric feature development alongside the centralised
development of next generation data aggregation,
analysis and delivery technology;

• Improved information security through a leaner, more

efficient technology stack; and

• Enhanced operational efficiency through process
automation and elimination of duplication in data,
analysis and technology costs to provide a scalable,
global cost base.

The Group is also focused on the consolidation and
integration of systems used for marketing, CRM, finance
and HR, led by its drive to generate real-time business
intelligence and optimise SaaS KPIs globally.

The resource, development and organisational structure
initiatives being undertaken ensure that each brand can
remain agile and launch into new markets as part of
Access Intelligence’s land and expand strategy. Ultimately
these initiatives support accelerated upsell of the Group’s
wider product portfolio to increase average order values,
reduce churn and ensure that the Group can grow quickly
and efficiently.

EMEA

Buyer types: PR & communications, Marketing and Insights

The EMEA market has a comprehensive need for Access Intelligence’s
SaaS across all buyer types, which leads to cross-sell and upsell
opportunities between brands. The Group is firmly established in the
market, which is home to its headquarters, and continued to see healthy
organic growth in 2021 thanks to the brand strategy, which is driven by
insights content and strategic events.

Clients won in 2021 include: Adecco, ASDA, BASF,
Capita, EY, Financial Times Group, Gymshark, Hertz,
Hewlett Packard, Lloyds Pharmacy, Mastercard, McLaren
Automotive, Pfizer, Sainsbury’s, Sony Music Entertainment,
Starling Bank, TalkTalk, UNICEF and William Grant & Sons.

North America

Buyer types: Marketing and Insights

While North America is the largest and most
sophisticated market, there is still a growing opportunity
for audience intelligence and insights. The Group’s
existing North American client base – including Amazon,
Hulu, the International Monetary Fund and Twitter –
confirms its marketing and insights reputation at the
highest enterprise level.

Clients won in 2021: Danone, Greenoaks Capital,
Havas, L’Oreal, Reddit and Twitch.

APAC

Buyer types: PR & Communications, Marketing and Insights

Isentia continues to be the market-leader for media monitoring and
insights in APAC, with a loyal customer base across the private and
public sector. This dominance opens up the opportunity for the
Group to launch its marketing and full insights offering in the region,
targeting highly engaged clients. The Group’s other brands also
benefit from Isentia’s resources and team in APAC through the shared
global infrastructure.

Clients won Sep-Nov 2021: Apple Thailand, Australian
Digital Health Agency, Department of Parliamentary
Services Australia, Financial Services Council, KFC,
Lululemon Athletica, National Retail Association,
Pernod Ricard, Pfizer, Publicis, SAAB Australia,
Ministry of Transport (Singapore), Transdev Australasia.

Business Overview

Investing in
people to thrive

2021 remained a year in which we
continued to respond to COVID-19
restrictions through measures that support
the wellbeing of our employees.

Wellbeing support has been delivered via
employee assistance programmes in the UK
and ANZ, which offer wellbeing resources
and telephone counselling.

In the UK, virtual activities such as exercise,
mediation and yoga classes provided via
our Wellness Manager and our Social
Committee’s Coffee Chat Roulette help to
encourage social interaction despite remote
working. We also ran a Summer Series of
small group social activities in London to allow
employees to meet each other socially in a
COVID-19-secure way. In the APAC regions
Thrive through Covid wellbeing materials are
available on the Intranet, including guides to
leading remote teams, which are available in
multiple languages.

Across the Group, homeworking options have
remained in place, balanced with prompt
office re-opening on an opt-in basis where
appropriate, supported by comprehensive
risk assessments and hygiene and distancing
measures. Our updated flexible working

policies support hybrid working patterns as
Covid restrictions ease.

Flexible working has mitigated time zone
challenges created by global expansion, and
that expansion has delivered real benefits for
a number of team members who have forged
close and constructive working relationships
with an increasingly diverse group of
colleagues; learned new skills through
participating in integration workstreams;
and had promotion opportunities. Looking
forward, we anticipate that opportunities for
relocation to, or training in, other countries
will be increasingly practical as COVID-19
restrictions ease further.

The Company undertakes regular
performance reviews to support our people’s
development. Performance discussions
provide the opportunity to motivate, identify
training needs and support career planning.
Focus is placed on the setting of individual
objectives, which relate clearly to department
and company objectives.

The company implements a range of localised
training programmes designed to equip
employees with the skills they need to perform
their job roles, meet strategic targets in a

changing work environment and develop their
careers with us.

Changes during 2021 included the
development of Information Security
training modules within a new online portal
that supports both efficiency of delivery
and greater engagement with the topic.
The training has now been launched in
the APAC regions.

Additionally, within the UK new roles such
as Commercial Enablement Management
and Vuelio Product Training Manager have
enabled product training materials such
as videos and programmes to be further
developed. This has made our training
of new employees more efficient and
supported our ability to launch the Pulsar
platform within APAC.

An internal Mentoring Scheme was launched
within the APAC region in 2021. Following
a programme review in early 2022, this will
be relaunched and potentially expanded to
cover the wider Group.

Business Overview

Strategic
report

Access Intelligence is a high growth tech
innovator, with strategic platforms that
deliver audience intelligence, reputation
management, and marketing and
communications insight for blue chip
enterprises around the world.

Results
2021 has been a transformative year for the
Group, combining accelerating organic growth
in its existing EMEA & North America business
alongside the acquisition of Isentia, a leading
media intelligence company in Australia and
across the Asia Pacific region. The acquisition
has enabled the Company to benefit from
greater scale, a broader product offering and
greater geographic reach. It also represented
an ideal platform for cross-selling opportunities
for Access Intelligence’s audience intelligence
and social listening offering.

One of the key financial metrics monitored by
the board is the change in the customer Annual
Contract Value (‘ACV’) base year-on-year. The
change in ACV base reflects the annual value of
new business won, plus upsells into our existing
customer base, less any customer losses. It is an
important metric for the Group as it is a leading
indicator of future revenue.

During 2021, increased new business and
higher renewal rates saw the ACV base of
the Group excluding Isentia grow organically
by £5.0 million (23%) from £21.9 million to
£26.9 million. In the prior year, the Group
had delivered organic growth of £3.9 million
(21%). Including Isentia’s ACV of approximately
£32.0 million, total ACV for the Group at 30

November 2021 was £58.9 million, reflecting
169% year on year growth.

Revenue increased by 75% year-on-year to
£33,296,000 (2020: £19,070,000). Excluding
Isentia, revenue increased by 21% year-on-year
to £23,082,000 (2020: £19,070,000).

Recurring revenue comprised 93% of the total
(2020: 94%), with sales teams incentivised to
focus on high contribution SaaS products.

The Group had an adjusted loss before interest,
tax, depreciation and amortisation (Adjusted
EBITDA loss) for the year of £528,000 (2020:
profit of £686,000). Excluding Isentia, the
Group’s Adjusted EBITDA loss for the year was
£1,602,000 (2020: profit of £686,000).

The Directors believe that the disclosure
of Adjusted EBITDA provides additional
useful information on the core operational
performance of the Group to shareholders, and
review the results of the Group on an adjusted
basis internally. The term ‘adjusted’ is not a
defined term under IFRS and may not therefore
be comparable with similarly titled profit
measurements reported by other companies. It
is not intended to be a substitute for, or superior
to, IFRS measurements of profit. Adjustments are
made in respect of the Group’s:

• Non-recurring administrative expenses;
• Share of profit or loss of associates; and
• Share-based payment charges.

£58.9 million

ACV base increased by 169% year-on-year (23% organic growth)

£33.3 million

Revenue increased by 75% year-on-year (21% organic growth)

Business Overview

Strategic
report

Adjusted EBITDA excludes a share of loss of
associate of £228,000 (2020: £160,000), a
share-based payments charge of £383,000
(2020: £107,000), and non-recurring administrative
expenses of £3,855,000 (2020: £2,479,000).
Non-recurring administrative costs include expenses
related to: legal and due diligence costs in respect
of the acquisition of Isentia and evaluation of
other potential acquisitions of £3,529,000 (2020:
£1,269,000); migration and integration of Isentia,
Pulsar and ResponseSource of £264,000 (2020:
£756,000); compensation and notice payments to
staff arising from post-acquisition restructuring of £Nil
(2020: £445,000); and other non-recurring income
of £62,000 (2020: £9,000 expense).

The Group’s earnings before interest, tax,
depreciation and amortisation (EBITDA) loss for the
year was £4,994,000 (2020: loss of £2,060,000).
Excluding Isentia, the Group’s EBITDA loss for the
year was £3,385,000 (2020: loss of £2,060,000).

Loss before taxation was £9,557,000 (2020:
£5,746,000). In arriving at the loss before
taxation, the Group has incurred £330,000 of net
financial expense (2020: £371,000) and charged
£4,233,000 in depreciation and amortisation (2020:
£3,315,000). £1,371,000 of this charge related
to the amortisation of intangible assets arising on
acquisition (2020: £1,280,000).

The Group did not have any discontinued operations
during the year (2020: None). 2022 will see
continued focus on the integration of Isentia as the
Group looks to expand its offerings globally to
increase revenue and profitability.

Loss per share
The basic loss per share was 8.73p (2020: 7.06p).

Cash
Cash at the year-end stood at £13,456,000 (2020:
£1,403,000). The Group had no debt at the year
end (2020: £Nil). The total increase in cash and cash
equivalents during the year was £12,053,000 (2020:
decrease of £598,000).

The net cash outflow from operations during the year
was £2,379,000 (2020: inflow of £2,258,000),
which included expenses incurred in respect of the
acquisition of Isentia (see Note 6).

The net cash outflow from investing activities for
the year was £44,238,000 (2020: outflow of
£2,253,000), reflecting the acquisition of Isentia, an
increased investment in the Group’s products and a
further investment in an associate entity.

The net cash inflow from financing activities for
the year was £58,646,000 (2020: outflow of
£603,000), reflecting funds raised for the Isentia
acquisition and increased investment in sales and
marketing, plus interest and lease liability repayments
in respect of the Group’s head office.

On 9 December 2020, the company announced the
placing of 12,500,000 shares at a price of 80p per
share to raise gross proceeds of £10,000,000. Net
proceeds received were £9,630,000.

Also, on 9 December 2020, the Company
announced that it had secured a £2,000,000,
three-year facility under the Coronavirus Business
Interruption Loan Scheme (CBILS). The facility
was drawn down during December 2020, had a
12-month interest-free period following drawdown
and an interest rate of 2.03% plus LIBOR or
replacement benchmark rate per annum on the
drawn down amount thereafter. The funds were
repayable in equal monthly instalments over 36
months and there was no penalty for making early

repayment of the facility. The facility was repaid in
September 2021 in conjunction with the completion
of the Isentia acquisition.

On 15 June 2021, the company announced the
placing of 39,847,658 shares and a subscription for
1,819,009 shares at a price of 120p per share to
raise gross proceeds of £50,000,000. Net proceeds
received were £48,884,000.

Also on 15 June 2021, the company announced
the successful completion of a retail offer, allotting
1,211,204 new shares at 120 pence per ordinary
share to raise gross proceeds of £1,453,000. Net
proceeds received were £1,423,000.

At 31 March 2022, the Group’s cash
balance was £9,946,000.

Key performance indicators
Management accounts are prepared on a monthly
basis and provide performance indicators covering
revenue, gross margins, EBITDA, result before tax,
result after tax, cash balances and recurring revenue.
Recurring revenue is the proportion of group revenue
which is expected to continue in the future. The key
performance indicators for the year are:

£’m

2021

2020

Annual Contract Value base

Revenue

Gross margin (%)

Adjusted EBITDA

EBITDA loss

Loss before taxation

Loss after taxation

Cash

Recurring revenue

58.9

33.3

75%

(0.5)

(5.0)

(9.6)

(8.7)

13.5

30.8

21.9

19.1

72%

0.7

(2.1)

(5.7)

(5.1)

1.4

18.0

These performance indicators are measured against
both an approved budget and the previous year’s actual
results. Further analysis of the Group’s performance is
provided earlier in this Strategic Report.

Each month the Board assesses the performance of the
Group based on key performance indicators. These
are used in conjunction with the controls described in
the corporate governance statement and relate to a
wide variety of aspects of the business, including: new
business and renewal sales performance; marketing,
development and research activity; year to date
financial performance, profitability forecasting and cash
flow forecasting.

Changes in accounting policies
There were no changes in accounting policies
adopted by the Group during the year.

Principal business risks and uncertainties
The developing nature of the business dictates that the
Board understands the market in which it competes
and the strategy that it is implementing. The Statement
of Corporate Governance notes the objectives
and mechanisms of internal control. Regular Board
meetings are held, where strategy is discussed and
decisions taken, supplemented by more regular
operational meetings held by the management team.

The Board regularly assesses risks and is of the
belief that internal control, risk management and
stewardship are integral to the proper management
of the business. Further information in relation to risk
management is provided on page 28 of the Strategic
Report and within Note 20 to the consolidated
financial statements.

The Board also assesses the appropriateness of
preparing the financial statements on a going concern
basis and their considerations in respect of the risks

Business Overview

Strategic
report

relating to going concern are outlined within
the Directors’ Report on page 76.

• almost all customers are invoiced in advance;
• most receivable balances are not

Financial instruments
The Group’s operations are subject to a variety
of financial risks, including cashflow and
liquidity risk. Liquidity risks are set out on page
32 of the Strategic Report and in Note 19 to
the consolidated financial statements. At the
year-end the Group had no bank borrowings
or overdrafts. The Group held £13,456,000
of bank deposits.

43% (2020: 13%) of the Group’s revenue is
invoiced in a currency other than sterling. With
the acquisition of Isentia during 2021, foreign
exchange risk has become a more significant
consideration for the group, albeit the Board
has assessed that in most territories the value
of non-sterling revenue is offset by the value
of non-sterling payroll and third party supplier
costs. With no significant international cash
transfers around the Group anticipated at
present, no hedging of currency exposure has
been undertaken. At 30 November 2021 there
were no open exchange contracts.

A significant financial risk to which the Group
is exposed is that of the credit worthiness of
our customer base. Around 21% (2020: 16%)
of the Group’s revenue is contracted with the
public sector where the directors have judged
the credit risk to be minimal. The remaining
sales are with the private sector where we have
experienced a small incidence of credit losses.

We have not considered it necessary to take
out credit insurance for the following reasons:

of a high value;

• no significant concentration of receivable
balances are with any one customer;
• and in many cases, we have the ability to
switch off the service the moment a debt
becomes overdue.

The Group holds a number of deposits with
well-known banks. In recent years we have
become increasingly aware that even financial
institutions such as banks are not immune to
financial risk. That said, the directors review the
financial position of their deposit holders on a
regular basis and are satisfied with their credit
worthiness at this time.

Information about the use of financial instruments
by the Group is given in Note 19 to the
financial statements.

Integration of Isentia and harmonisation
of processes, policies and procedures
The integration of Isentia into the Access
Intelligence Group has been approached as a
bringing together of separate businesses within
a complimentary partnership in a way that is
sympathetic to local markets. The consulting
firm, FTI, was appointed to manage the
integration as a program of work, coordinating
value creation and functional workstreams
via an Integration Management Office which
is guided by a Steering Committee. People
from across the expanded Group make up
all workstreams and the Steering Committee.
Joanna Arnold, Global CEO, relocated
to Australia to play an active role in the
integration process. Value creation workstreams

such as Product, Sales and Insights, have
been prioritised together with Finance
functional integration.

In Product, the Group is consolidating the
systems underpinning the SaaS platforms from
which its brands Isentia, Pulsar and Vuelio
operate into a single global data infrastructure.
This provides a number of commercial,
operational and technological advantages for
the Group and its clients which are outlined in
more detail on page 18.

One of the main commercial actions of the
integration was the roll-out of Pulsar into the
APAC region. Whilst Pulsar had previously sold
into APAC from the UK, the development of a
sales team located in-region has allowed the
Group to target a new client base of marketing
professionals in APAC in addition to its existing
client base. A senior Pulsar sales lead was
relocated to Sydney to head up this team
and to ensure an effective transfer of sales
knowledge into the region. An investment was
made to increase brand awareness of Pulsar
in APAC, which also allowed the signposting
of the Group’s strategy of providing a broader
proposition to the market.

Our approach to integration for our Insight
products and services has two phases;
globalisation and innovation. Initially we
prioritised the globalisation of our existing
Insight products and services to enable our
existing Insight teams to deliver a broader
range of work for an increased set of buyer
types and use cases. Specifically, that meant
bringing our Pulsar Insight products to market
across APAC through the training and upskilling

of existing Isentia teams. This allows us to target
the commercial opportunity that Pulsar has in
APAC with minimal increased costs. The Insight
integration work is now progressing with a
focus on innovation. This involves the creation
of net new Insight products and services built
on the combined tools and skill sets across
Pulsar, Isentia and Vuelio Insight teams.

Initial financial integration efforts focussed on
ensuring that effective financial processes and
controls were maintained across all territories
while also adapting Isentia financial reporting
to ensure consistency with Group reporting.
Access Intelligence KPI reporting is now
standardised across the Group and commercial
operations in the APAC region are focussed on
building long-term Annual Contract Value in
line with the Group’s approach in EMEA and
North America. The Group is also working
towards harmonisation of CRM and accounting
systems globally. A project is currently
progressing to migrate the APAC region to the
Group’s instances of Salesforce and NetSuite,
with territories in South East Asia being the
first to migrate.

To date, annualised synergies have been
achieved in excess of £0.8m. Further synergies
are anticipated longer-term as Group systems
consolidation results in enhanced operational
efficiency and elimination of duplication in
data, analysis and technology costs to provide
a scalable, global cost base.

Business Overview

Strategic
report

Risk management

Risk management process
The success of the Group depends on the proper
management of risk. Effective risk management
is essential to support the achievement of our
strategic and operational activities.

The Group’s activities expose it to a variety of
strategic, operational and financial risks which are
managed through the governance structure, by
Group and subsidiary management teams as part
of their day-to-day responsibilities.

The Board has overall responsibility for the risk
management framework and the Group’s overall
risk management policy, which focuses on those
areas of exposure most relevant to its operations.
Detailed below are the principal risks and
uncertainties that the Board believe could have
a severe impact on the Group’s business and
the corresponding action the Group, led by the
Board, is taking in order to manage them.

Environmental, Social and Corporate Governance

Risk type and description

Mitigation

Economic or political disruption risk
The wide ranging impact of
COVID-19 has demonstrated how
a major health pandemic can cause
significant disruption to global
demand and growth.

Access Intelligence has operations in four continents
and 10 markets around the world. Management
monitors the ongoing economic and political
situation in the territories in which it operates to
assess the level of risk in respect of economic or
political factors.

Monitoring /
Governance oversight

The Chief Executive
Officer and Chief
Financial Officer provide
the Board with regular
updates on the Group’s
global operations.

Furthermore, the ongoing war in Ukraine
and resulting sanctions introduced by the
UK, EU and USA against Russia highlight
how changes in the global political
environment can rapidly affect demand
and business operations within certain
territories and regions.

The potential impacts of economic or
political disruption are likely to relate to
demand for our products and services,
our ability to maintain operations or on
the cost of our delivery of services.

Competitive risk
All of our brands are active in
growing markets and face both
local and global competition for
customers and employees.

The potential impact of not
appropriately understanding and
managing competitive risk is that revenue
and profitability may decline over a
sustained period of time if competitors
are able to offer better products and a
better customer experience.

The diversity of the Group from both a geographic
and technological standpoint also helps to mitigate
against potential economic or political disruption
as demand is not centred in any single location
and operations can be delivered from a number of
different locations.

As a Group we need to ensure that we are able to
attract the best talent across our business. We need
to develop market leading products and be able to
sell the additional value of our products compared
to those of our competitors.

As an agile company focussed on creating long-
term shareholder value, we need to manage our
product investments with care and we tackle these
risks as follows:

• We encourage investment as needed to maintain

our market leading status through product
research and development;

• We prioritise to stay relevant for newer
generations and new media models;

• We are growing our sales and marketing teams

across the Group in a controlled manner;

• We make time and funds available for

staff training;

• We incentivise through balanced sales

commission schemes; and

• We monitor individual sales person performance,
taking action where necessary to ensure that
commercial staff have a full understanding of the
unique benefits and attributes of our products
compared to those of competitors.

The Chief Executive
provides the Board with
regular updates on market
and competitor activity.

Monitoring /
Governance oversight

A monthly ISMS review
meeting is held which is
attended by one or more
of the executive directors.

Key feedback from
the monthly ISMS
review meeting is
provided to the board.

Risk type and description

Mitigation

Information security risk
We seek to protect the Group and its
stakeholders from the impacts that could
occur due to threats and vulnerabilities
associated with the operation and use of
information systems and the environments
in which those systems operate.

The potential impacts of not
appropriately managing information
security risk include but are not limited
to disruption to customer facing
products and/or internal systems, data
breaches, fines from relevant authorities
and lost revenue.

The Group has clear policies and
procedures in place to:

• Direct the design, implementation and

management of a coherent and consistent
ISMS, which ensures that information assets are
adequately identified, always recorded and
afforded suitable protection;

• Ensure the confidentiality, integrity and availability
of Access Intelligence’s information assets and
supporting assets (including information systems);

• Ensure that all vulnerabilities, threats and risks
to information assets and supporting assets
are formally identified, understood, assessed
and controlled in accordance with the Group’s
documented Risk Assessment Methodology;
• Ensure that Access Intelligence’s employees,

contractors and third-party users comply with its
Information Security Policy, and all other ISMS
documentation, through the provision of effective
information security training, awareness and
ongoing monitoring activities; and

• Ensure that Access Intelligence can maintain

full compliance with all applicable legislation,
regulations and contractual requirements, and
any supporting management system certifications
(e.g. ISO/IEC 27001:2013).

Access Intelligence has created an Information
Security Management System (ISMS) in
accordance with the international Information
Security Management Systems standard ISO/IEC
27001:2013. This framework is followed for all
information security related activities and Access
Intelligence has acquired and will continue to
maintain external certification against this standard.

Environmental, Social and Corporate Governance

Monitoring /
Governance oversight

The Group reviews the
budgets and forecasts
on a regular basis to
ensure there is sufficient
capital to meet the
needs of the Group.

Risk type and description

Mitigation

Capital risk management
The Group’s objectives when managing
capital are to safeguard the Group’s
ability to continue as a going concern
providing long-term returns for
shareholders and security for other
stakeholders whilst maintaining optimal
capital structure to allow for future
acquisition and growth.

In order to manage the overall objective above, the
Group gives consideration to the following:

• The Board views equity firstly as the key source
of funding for acquisitions and secondly as an
important incentivisation tool for management.
These are the key justifications for the
Group’s AIM quotation.

• In relation to acquisitions, the appropriate funding
structure will be a blend of our own available
cash, gearing and equity. The structure for each
transaction will take into account our intention for
an immediate enhancement in earnings per share.

• The Board is also sensitive to the fact that there
may be times when capital is in short supply
justifying fundraising beyond our immediate
needs. With a buy and build strategy new
acquisition opportunities must be responded
to as they arise.

• As an incentive for management, we offer equity
based payments in line with market prices at the
time of grant, aligning the long-term interests of
sharehoders and key executives.

• The total capital managed by the Group at the

year-end was 130,563,737 (2020: 75,146,515)
ordinary shares of 5p each. Further information
on share capital is provided within Note 22
to the consolidated financial statements. The
Group is not subject to any externally imposed
capital requirements.

Monitoring /
Governance oversight

The Group ensures
sufficient liquidity is
available to meet
foreseeable needs and
to invest cash assets
safely and profitably and
the details are regularly
monitored by the Chief
Financial Officer.

The board regularly
reviews succession
planning and receives
updates on senior
talent management
programmes.

Risk type and description

Mitigation

Treasury and liquidity risk
The Group operates in 10 markets
around the world with a number of
local currency requirements in different
territories. As a Group we support
the cash requirements of operations
in each territory, all of which have
individual working capital requirements
during any month.

An important component of cash flow
performance is the Group’s ability to
collect cash from its customers. As such,
credit control forms a key element of
overall treasury and liquidity risk.

In addition, as an acquisitive business
which continues to invest in developing
market-leading products and services,
there is a fundamental need to project
future cash requirements.

The potential impact of not
appropriately managing treasury
and liquidity risk includes local
operations having insufficient cash
in appropriate currencies to pay
employees or suppliers.

Key personnel risk
This is a people business. Our technical
staff create the product and our sales
staff sell it, supported by our marketing
staff. In 2021: 43% (2020: 47%) of our
outflows were on people.

In a competitive market we recognise
good people can be poached or
just lose their way. There is nothing
that can beat a motivated, educated
and focused team.

Management carefully monitors cash performance
by territory and by currency on a weekly basis.
Performance compared to Budget is reported to the
Board on a monthly basis.

To ensure that the Group carefully manages its cash
resources, it maintains a number of initiatives:

• Paying sales commissions where appropriate but

only once cash is received for larger sales;
• Monitoring detailed ageing analysis of debtors
from each territory on an ongoing basis; and
• Reforecasting cash requirements and taking

appropriate action where required, e.g. moving
funds into appropriate currencies or evaluating
the requirement for bank debt or additional
equity funding.

Our sales are split 21%:79% (2020: 16%:84%)
between public and private sector organisations.
Whilst recognising that circumstances change,
we are of the opinion that the public sector
will pay its debts providing the purchasing
rules have been followed. The private sector
however remains a higher risk and we remain
diligent about our approach to these sales and
endeavour to only deal with companies which are
demonstrably creditworthy.

At the end of 2021 we had no bank borrowings
(2020: Nil) and no other loans (2020: Nil).

We address personnel risk in a number of ways:

• We take care to take references when recruiting;
• Managers monitor performance individually

whatever the role in the organisation;

• We offer training of specific skills

where appropriate;

• We encourage flat management structures, open
plan offices and easy accessibility up and down
the organisation;

• We pay competitive market prices whilst

recognising regional differences;

• We have an approved option scheme for

senior employees; and

• A number of key personnel are significant

shareholders in their own right.

Environmental, Social and Corporate Governance

Strategic
report

Stakeholder engagement

Section 172(1) statement

The Group has a responsibility to
manage the challenges that affect the
business on a daily basis including the
impact on key stakeholders. The Board
of Directors is responsible for leading
our stakeholder engagement to ensure
that we fulfil our obligations to those
impacted by the business. Our ability
to engage and work constructively with
our diverse stakeholder base underpins
the long-term success and sustainability
of the Group.

The Directors are aware of their duty under
Section 172(1) of the Companies Act 2006
(the “Act”). This report serves as our Section
172 statement and sets out how the directors,
both individually and collectively, have had
regard to the factors as set out in the Act when
undertaking their duties during the year to
support fulfilment of Section 172.

Engaging with stakeholders enables the Group
to understand their needs more effectively which
in turn helps the Group make more informed
business decisions. The Board has identified five
key stakeholder groups. Below are details of
how the Board engaged with them during the
year. That engagement may be shaped by the
Board and is taken into account by the directors
in the performance of their duties.

Business Overview

Stakeholder group

Why we engage

How we engage

Stakeholder group

Why we engage

How we engage

Investors
Shareholders are the
owners of Access
Intelligence and their
views are important
to us as they provide
the capital we use
in the business.

Trust from our
shareholders is key to
delivering our strategy
and long-term success.
We endeavour to provide
fair, balanced and
meaningful information
to shareholders and
potential investors to
ensure they understand
our performance
and strategy.

Suppliers
It is important to us
that our suppliers have
strong compliance,
quality, service and an
ethos of innovation.

We need to maintain
reliable relationships
with suppliers for
mutual benefit and to
ensure they meet our
standards which range
from quality and value
for money through to
business ethics.

Access Intelligence encourages regular dialogue with both existing
and potential shareholders throughout the year to understand their
needs and expectations, and to ensure that the Group’s strategy,
business model and progress are clearly understood.

The Board has maintained open and robust communications
with the Group’s shareholder base and the market during
a period of acquisition and growth in order to ensure that
investors remain informed and are consulted on the Group’s
strategic plans.

The Chief Executive Officer and Chief Financial Officer meet
with representatives of most major institutional shareholders at
least twice a year. Feedback from these meetings is shared
with the Board to ensure the Directors understand their unique
circumstances, expectations and motivations.

Shareholders are invited to submit questions to the Board at the
Annual General Meeting and all directors attend the AGM and
are available to answer questions raised by shareholders.

Where shareholder voting decisions are not in line with
expectations, the Board will engage with shareholders to
understand the reasons for this.

Investor information including the annual report and accounts and
press releases are available on the Company’s website.

An investor relations email account is maintained and the same is
constantly kept under check for any communication or concerns
raised by the investors and any concerns are brought to the
Board for discussion.

Access Intelligence recognises the importance of our existing
supplier relationships but at the same time is committed to new
suppliers to enhance our business and to provide resilience.

The quality of the product, software and services we deliver to our
customers is heavily influenced by the careful management of key
supplier relationships, including those relating to product hosting
and the supplier of key data feeds used in the products.

Access Intelligence conducts comprehensive supplier assessments
prior to on-boarding and during their tenure.

Access Intelligence also engages in active dialogue with suppliers that
support its goal to increase innovation on products and digital services.

Employees
A talented and engaged
workforce committed to
upholding our values are
key to our success.

The right people,
capabilities and
engagement across
the Group is the
platform to drive our
long-term success.

Access Intelligence engages with its employees through workshops
and anonymous opinion surveys to gather feedback on all aspects
of employment within the Group. This feedback is then considered
by the senior management team and reported to the Board on a
regular basis. Where necessary, improvements, such as investment in
training or IT, are made.

Employee performance reviews are conducted annually. In
addition, managers are encouraged to hold regular, informal
one-to-one sessions with each of their direct reports.

Throughout the COVID-19 pandemic employees’ feedback is
regularly considered on various matters concerning:

• returning to work
• job security
• safety of employees in offices
• careful travelling, only when needed.

Following the introduction of enforced remote working as a result
of the restrictions associated with COVID-19, the Company
continues to and provide all the necessary support and training
required for employees to work from home.

The Company also introduced an integrated training programme
for all new starters to establish an appropriate and consistent
approach to the delivery of the proposition with a focus on culture.

An output of the Board Evaluation undertaken in the year and
discussed in more detail on page 54, led to senior management
being invited to the Board Strategy Days and to present at
Board meetings as appropriate in order to support succession
planning and build effective relationships with the Non-Executive
Directors in particular.

The Group is committed to making a positive impact in the
communities in which it operates.

Employees are encouraged to raise money for charities and their
endeavours may be supported either by the Group or personally
by individual Directors.

The Group’s policy with regards to the environment is to ensure that
the actual and potential environmental impact of its activities are
managed at all times. The Group complies with legal requirements
regarding the environment in all areas where it carries out business.

The Board continues to be mindful of its indirect impact on the
environment and is developing a strategy to offset the impact and
attends forums on environmental, social and governance topics
and best practice.

Many employees are now working flexibly following changes
introduced in response to COVID-19, which has had a positive
impact on the environment through reduced emissions.

We want to be a
good corporate
citizen and operate
in a responsible way,
showing consideration
for those around us.

Community and
Environment
We strongly believe in
reducing the impact of our
actions on the environment
to ensure the long-term
sustainable future of the
Group and in supporting
our employees with their
charitable endeavours.

Business Overview

Stakeholder group

Why we engage

How we engage

Clients/Customers
Our customers are
central to our business
and without them we
would not exist.

Understanding the
needs of our customers
is fundamental. We
focus on understanding
how our products and
services can meet their
needs and are delivered
in a straightforward and
transparent way.

Access Intelligence is a martech leader, helping marketers and
communicators anticipate, react and adapt to what’s important
to customers, stakeholders and their brand as they navigate a
constantly changing world of influence and reputation online.

The world of communications, politics and influence is constantly
changing, which is why Access Intelligence is a first mover,
constantly investing in the team, products and services to
keep clients ahead.

Access Intelligence listens to its clients and takes onboard their
feedback to ensure that the platforms evolve, and technology used
continues to meet the demands of its customers. The Company’s
brand has continued to evolve in order to keep pace with the Group’s
expansion, growth and global reach.

The appointment of both a new Chief Operating Officer and
Chief Marketing Officer during the year has led to the introduction
of a new Insights’ Dashboard and Customer Success function,
amongst other initiatives to enhance the customer experience.

During COVID-19, Access Intelligence continued to provide a secure
service and undertook additional data security checks to ensure
systems were robust and continue to keep this under periodic review.

Strategic
report

COVID-19 Pandemic Considerations
The Board has maintained its focus on
stakeholder engagement as a result of the
COVID-19 pandemic and continued to
monitor the position throughout the year.

Access Intelligence has ensured that the
business remained able to provide the
appropriate response in the short-term to its
various stakeholders and support longer-term
sustainability.

Access Intelligence retained many of the various
special measures introduced in the prior year
to support its employees and their wellbeing
during the pandemic as they continued to
work remotely. The Group considers effective
communication with its employees to be vital in
ensuring that they remain connected and are
able to work flexibly and safely.

By order of the Board

J Arnold
Director
Approved by the directors on 22 April 2022

Business Overview

Section TitleSectionEnvironmental,
Social and
Corporate
Governance

Directors
and advisers

Directors:
Executive directors:
J Arnold (Chief Executive Officer)
M Fautley (Chief Financial Officer)

Non-executive directors:
C Satterthwaite (Chairman)
L Gilbert
C Pilling
K Puris
S Vawda

Company secretary:
Beyond Governance Limited

Registered office:
The Johnson Building
79 Hatton Garden
London EC1N 8AW

Company registration number:
04799195

Nominated adviser and broker:
finnCap
60 New Broad Street
London EC2M 1JJ

Registrars:
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen B62 8HD

Bankers:
Silicon Valley Bank
Alphabeta
14-18 Finsbury Square
London EC2A 1BR

Legal advisers:
Fieldfisher LLP
Riverbank House
2 Swan Lane
London EC4R 3TT

Auditor:
Mazars LLP
Chartered Accountants
and Statutory Auditor
Tower Bridge House
St Katharine’s Way
London E1W 1DD

Environmental, Social and Corporate Governance

The Board

Joanna Arnold
Chief Executive Officer

Christopher Satterthwaite
Non-Executive Chairman

Christopher spent 15 years as chief executive
at Chime where he remains a non-executive
director. During his tenure as chief executive,
Chime grew operating income from £54m (in
2003) to £246m in 2016. In 2015, he oversaw
the sale of a majority stake in the business to
Providence Equity Partners for £374 million.

He was also the senior non-executive director
at Centaur Media plc and former Chairman of
the Marketing Society and The Roundhouse. He
became a CBE in 2017 for services to the arts.

Committee Memberships: Remuneration
Committee and Audit Committee
(permitted by QCA Code).

External appointments: Queen Elizabeth
Scholarship Trust Limited; Zinc Media
Group plc (Chair).

Joanna joined Access Intelligence as COO in
2011 and became CEO in 2014, leading the
company to becoming the third largest software
provider to the UK PR and Communications
industry. Today, the business is known for its
commitment to using technology to transform the
way in which journalists, politicians and online
influencers access trusted, expert insight.

Her vision is a world of open and effective
communication that tackles head on issues
from fake news to information overload. Access
Intelligence now has over 6,000 customers with
more than 30,000 journalists, politicians and
influencers using the software.

Before Access Intelligence, Joanna’s career
included a combination of investment roles and
ten years M&A experience in the software
sector. Alongside her role at Access Intelligence,
she is a non-executive director at Trailight
Ltd, a compliance SaaS platform, solving
regulatory challenges for Financial Services
companies. Joanna graduated from Edinburgh
University in 2004.

External appointment: Track Record Holdings
Limited (Board Member and Remuneration
Committee Chair).

Environmental, Social and Corporate Governance

Mark Fautley
Chief Financial Officer

Mark was appointed CFO in August 2017,
having joined Access Intelligence through
acquisition in 2015. He has managed local and
international finance teams in the Technology
and Media sectors for more than 20 years
and has significant experience within SaaS
businesses operating in the global marketing
and communications industries.

Mark has been employed by, or delivered
consulting engagements for, a number of FTSE
100 and AIM businesses and has worked
on the ground in 17 countries across Europe,
Latin America and Asia. He has experience in
global M&A, fundraising and other corporate
finance activities.

Mark qualified as a Chartered Accountant
in 2006 and is a Fellow of the Institute
of Chartered Accountants in England
and Wales (FCA).

Lisa Gilbert
Non-Executive Director

Lisa joined Access Intelligence as Non-
Executive director in October 2021.

Lisa is VP of Brand, Sponsorship & Content at
Kyndryl and, for the past 25 years, held a variety
of roles globally including VP of Marketing of
IBM Growth Markets based in Shanghai, China
where she led 300 staff across China, APAC,
Latin America and EMEA.

This coincides with other global growth roles
such as Chief Marketing Officer at IBM
Japan, Chief Marketing and Communications
Officer at IBM UK and Ireland, and Vice
President, Marketing Transformation at IBM
North America. She is currently VP of Brand
Sponsorship & Content at Kyndryl, after moving
from being General Manager of the IBM
Marketing Services centre.

Environmental, Social and Corporate Governance

The board

Chris Pilling
Non-Executive Director

Katie Puris
Non-Executive Director

Chris Pilling joined Access Intelligence as Non-
Executive director in August 2015.

Chris is a serial entrepreneur who possesses
a wealth of experience in the development of
global software and data businesses.

He founded several media, data and
technology businesses including Complinet
which specialised in the provision of
governance risk and compliance solutions
for the financial services industry. After the
sale of Complinet to Thomson Reuters, Chris
served as the SVP of its Compliance and
Regulatory Risk division.

He acts as a chairman, non-executive director
and strategic advisor for a range of fast-
growing technology businesses.

Committee Memberships: Remuneration
Committee (Chair)

External appointment: Elliptic (Chairman), Fixr
(Chairman), ComplyAdvantage (Director) and
Inradium (Director).

Katie Puris is the Global Head of Brand &
Creative, Global Marketing for TikTok, the
leading short-form video platform. Creativity
and joy is central to TikTok’s mission, and under
Katie’s leadership, the team is focused on how
TikTok reimagines the way people think about
entertainment. In her role, Katie is committed to
showing the world that only TikTok can provide
people with the kind of experience that can
delight in a small moment and also deeply
impact generations to come.

Prior to TikTok, Katie spent 20 years in
leadership roles at Facebook, Google and
BBDO building partnerships with the world’s
leading brands and agencies – ushering
them into a new era of digital innovation and
creating exceptional marketing content.

Katie is a passionate learner and serves on
the board of two education-based non-profits
– the Windward School, supporting children
with learning disabilities; and Hudson Link,
providing higher education to incarcerated men
and women. She attended Loyola University
and received a BA in Communications. Katie
currently resides in New York City with her
husband and two kids.

External appointments: Hamlet Protein (Non-
Executive Director), Noveltech Feeds (Non-
Executive Director, Nominaton Committee
Chair and Remuneration Committee Chair),
and The Girls Network (Trustee and Audit
Committee Chair).

Sarah Vawda
Non-Executive Director

Sarah joined Access Intelligence as Non-
Executive Director in March 2021.

Sarah is a highly experienced executive and
non-executive director, with expertise across
corporate strategy, M&A, finance, corporate
governance and corporate development.
Sarah’s experience has been gained across
multiple industries on a global basis in both
private and public companies.

Sarah started her career qualifying as a
chartered accountant at PwC before moving
into senior M&A and corporate development
roles within multinational organisations. She
has held senior roles within several companies
including Powergen Plc, Corus Group plc,
Christian Salvesen plc, Provimi SA and Johnson
Matthey plc. More recently, Sarah has pursued
a portfolio career advising large listed and
PE backed companies on their strategic,
transformation and M&A agenda, as well
as acting as a Non-Executive Director to
several companies.

Committee Memberships: Audit
Committee (Chair)

Environmental, Social and Corporate Governance

Chairman’s corporate
governance statement

I am pleased to present the Corporate
Governance Report for the year
ended 30 November 2021 on behalf
of the Board.

Introduction: What Corporate
Governance means at Access Intelligence
The Group’s long-term success depends on
our commitment to exceptional corporate
governance standards, which underpin the
confident delivery of everything outlined
within this Annual Report. We see governance
as the foundation of how we behave, make
decisions, run our business and build trust.
Good governance gives the Board and
our colleagues the chance to build on our
success and do the right thing by all of
our stakeholders.

QCA Code
The Company is listed on AIM and is
committed to ensuring the operation of
high applicable standards of corporate
governance. It has adopted The Quoted
Company Alliance Code (“the QCA Code”)
as its governance framework and has put in
place procedures and policies to comply.

Sustainability
The Board is responsible for ensuring the
long-term sustainability of the Group for
the benefit of all of our stakeholders and
sustainability is a key theme of Board and
Committee discussions. The Board is also

conscious of the leading role the Company
must play in addressing the impact of climate
change and the contribution we can make
as a business to mitigate our own impact on
the environment. Further detail can be found
in the Environment, society and governance
report on page 62.

Stakeholders
Engagement with our key stakeholders
was vital this year given the impact of the
pandemic and the Group’s growth strategy.
The existing mechanisms for consultation,
dialogue and feedback to the Board have
proved effective, ensuring the continuous
flow of information between the Board,
senior management and our key stakeholders
throughout the year despite the challenges
involved. Details of the engagement
undertaken during the year can be found in
our Section 172 statement on pages 34 to 38.

Board Changes
During the year we said goodbye to Michael
Jackson and Jeremy Hamer and added three
new independent non-executive directors.
We welcome Sarah Vawda, Katie Puris
and Lisa Gilbert to the board to ensure that
our Board continues to comprise a mix of
people who have diverse backgrounds,
experiences, cultures and thinking styles
and deep knowledge of our sector and
markets. Together, they bring knowledge
and experience in digital marketing, social
media, corporate finance, communications

operational challenges as both the Group
and its customers adapted to different ways
of working. The Board focused primarily
on the risks and potential risks posed to the
liquidity and viability of the Company but also
acknowledged the ongoing impact upon the
workforce. Accordingly, the Board wishes
to express its appreciation to our people for
rising to the challenge in what has been an
unprecedented time of worry and uncertainty.

Looking forward
During the coming year, the Board’s focus will
be on adapting to our new scale following
the Isentia acquisition and the opportunities
that our expansion brings. In any period of
change, it is important to ensure that the right
people continue to do the right things at the
right time. Maintaining a resilient and robust
corporate governance structure will support
our people in delivering success in a new,
exciting, era for the Group.

Christopher Satterthwaite
Chairman
22 April 2022

and technology both in the UK and in the
Group’s key international markets such as
North America and APAC. When appointing
new directors, our recruitment process is
consciously aligned to the Group’s growth
strategy. Full director biographies can be
found on pages 44 to 47.

Diversity and Inclusion
The board remains committed to ensuring
that its composition and that of the
wider workforce reflects the markets we
operate in and the company provides
an environment where everyone has the
opportunity to succeed. More detail can be
found on page 20.

Evaluation
Internal Board and committee evaluations
are conducted on an annual basis. The latest
findings and improvements introduced in
response are discussed on page 54.

COVID-19 Response
The ongoing response to COVID-19
highlighted the strength of the working
relationships between the Board, its
Committees and management as well as
external parties such as advisers and the
auditor. The Group recognised the varied
and continued nature of the challenges
posed by COVID-19. These included risks to
our revenues, the impact on the health and
wellbeing of our staff resulting from remote
working, health concerns, travel restrictions
and other limitations on their daily lives and

Business Overview

Corporate
governance

Directors
The Directors who held office during the year
were as follows:

C Satterthwaite

Chair, Non-Executive

Total

Gender

Male

Female

Executive

Nationality

Non-Executive –
appointed 4 October 2021

Non-Executive

Non-Executive –
appointed 15 June 2021

Non-Executive –
appointed 29 March 2021

J Arnold

M Fautley

L Gilbert

C Pilling

K Puris

S Vawda

Other directors who served during the period:

J Hamer

M Jackson

Non-Executive –
resigned 13 May 2021

Non-Executive
including Chair

Executive

British

American

Ethnicity

White

Non-White

Tenure

5 to 10 years

4 years

3 years

2 years

1 year

Less than 1 year

Age

30 to 39

40 to 49

50 to 59

60+

Meeting Attendance

Christopher Satterthwaite

Joanna Arnold

Mark Fautley

Lisa Gilbert

Chris Pilling

Katie Puris

Sarah Vawda

Jeremy Hamer

Michael Jackson

1 Katie Puris was unable to attend one Board
meeting in 2021 due to a prior commitment
known to the Board in advance.

In addition to the board meetings during the
year, two strategy presentations from senior
management to the Board were held

Board changes
The Company is pleased to announce the
appointments of Sarah Vawda, Katie Puris and
Lisa Gilbert as non-executive directors from 29
March 2021, 15 June 2021 and 4 October
2021, respectively.

At the Annual General Meeting (“AGM”) held
on 13 May 2021, both Michael Jackson and
Jeremy Hamer stepped down as non-executive
directors of the Company.

Board
meeting attendance

Audit committee
attendance

Remuneration committee
attendance

9(9)

0(0)

9(9)

0(1)

2(2)

6(8)

7(8)

4(4)

N/A

1(1)

3(3)

2(3)

1(1)

N/A

1(1)

N/A

An Allotment Committee meeting took place
on the 4 January 2021 with Mark Fautley and
Joanna Arnold present to approve the allotment
of conditional shares following approval at a
general meeting.

Following the above changes, the Company’s
Board has been strengthened and now
comprises of two executive directors and five
non-executive directors in line with corporate
governance best practice.

Environmental, Social and Corporate Governance

Corporate
governance

Roles and responsibilities

Board composition
As at 30 November 2021, the Board
comprised a Non-Executive Chairman
who was independent on appointment and
remains so, two Executive Directors and
four Independent Non-Executive Directors,
supported by the Company Secretary and
senior management. Details of changes to
the composition of the Board can be found
in the Chairman’s corporate governance
statement on page 48.

Chairman
Christopher Satterthwaite leads the Board
and is responsible for ensuring the efficient
management of the following:

• to establish the vision, mission and

values of the Group;

• to set strategic objectives and provide the

leadership to put them into effect;

• to monitor and assess financial performance;
• to embed a framework of controls which

allow for the identification, assessment and
management of risk; and

• to ensure the Group fulfils its obligations to
shareholders, employees, clients and other
stakeholders by promoting the long-term
sustainability of the Group.

The Chairman is also responsible for
ensuring that the Board takes an active and
constructive part in supporting and challenging
management in the development of our
strategy and overall commercial objectives.
This also includes Board succession planning.

The Chairman sets the Board’s agendas, in
consultation with the CEO and Company
Secretary, taking full account of the need
to allow time for robust and constructive
discussion and challenge on all relevant
matters. He is responsible for promoting
effective communication between the Board
and its Directors, in and outside of Board
meetings, and for seeking engagement with
major shareholders to understand their views
on governance and performance against
the strategy agreed by the Board. The
Chairman has a close working relationship
with the CEO and the Company Secretary,
who work together to monitor the effective
implementation of the strategies and actions
agreed by the Board.

Chief Executive Officer
The CEO is responsible for implementing
the Group’s strategy and for the financial
performance, risk management, people
development and other key components
of ongoing operations. The CEO is also

responsible for recruitment, leadership and
development of our executive management
team and for proposing to the Board
our approach to vision, values, culture,
diversity and inclusion.

Chief Financial Officer
The Chief Financial Officer (CFO) is
responsible for the financial management of the
Group and its financial reporting, for monitoring
our operating and financial results and for
management of our internal financial control
systems. The CFO also has responsibility
for oversight of liquidity management, and
the management and safeguarding of the
Group’s assets. He supports the CEO in
implementing our strategy and in relation to the
financial, risk management and operational
performance of the Group.

Non-Executive Directors
The Non-Executive Directors are independent
of management and are considered by the
Board to be free from any business or other
relationships that could compromise their
independence. Their role is to effectively advise
and constructively challenge management,
along with monitoring management’s success
in delivering the strategy within the risk
appetite and Control Framework agreed by
the Board. They are also responsible, through

the Remuneration Committee, for determining
appropriate levels of remuneration and
reward for the Executive Directors. In addition,
the Chairman of the Audit Committee has
responsibility for Internal Audit, including
ensuring the independence of the function.

The Group has not appointed a Senior
Independent Director.

Company Secretary
The Company Secretary, Beyond Governance
Limited, supports and works closely with the
Chairman, the CEO, the CFO and the Board
Committee Chairs and supports the Group’s
decision making processes by attending and
minuting the meetings of the Board and its
Committees. The Company Secretary also
advises the Board on corporate governance
matters and Board procedures, particularly
regarding the Group’s statutory and
regulatory obligations.

Director independence
In line with the requirements of The QCA
Code, determining director independence
is a Board judgement and is reviewed on an
annual basis as part of the approval process
for the Annual Report and Accounts. The Board
considers factors such as length of tenure and
relationships or circumstances that are likely

Business Overview

Corporate
governance

to affect, or appear to affect, the Directors’
judgement in determining whether they remain
independent. Following this year’s review, the
Board concluded that all the Non-Executive
Directors continue to remain independent in
character and judgement and are free from
any business or other relationships that could
materially affect the exercise of their judgement.

effectiveness reviews on an annual basis. The
findings were presented to the Board in early
2021. The Board considered the final report,
and the recommendations were shared with
each committee. An action plan for areas of
further focus was agreed. The key findings
following the 2020 review and actions taken in
2021 are as follows:

NED Time Commitment
Each Director commits an appropriate amount
of time to their duties during the financial year.
The Non-Executive Directors met the expected
time commitment of at least two days per month
on Company business pursuant to their letters
of appointment. Where Directors are unable to
attend meetings, they are encouraged to give
the Chairman their views in advance on the
matters to be discussed.

The Board is satisfied that each of the Directors
continues to be able to allocate sufficient
time to the Company to discharge their
responsibilities effectively, notwithstanding
changes to the external commitments of
certain Directors.

Board Evaluation
The QCA Code states that the board
should regularly review the effectiveness of
its performance as a unit, as well as that of
its committees and the individual directors.
Accordingly, the Board undertakes internal

Finding

Action Taken

Succession Planning:
Ensure that non-executive
appointments to the
Board are drawn from a
diverse pool of talent.

Succession Planning: More
interaction and relationship
building between
the Board and senior
management required

Strategy: Competitors
should be analysed and
discussed more formally

Board Meetings: The board
packs are too detailed and
meetings are too frequent

Three new non-executive
directors appointed in
the year following a
robust and thorough
recruitment process.

Senior management
are now invited to the
Board strategy and
social events and Board
meetings as appropriate

Competitor activity
now included as a
standing agenda item
for strategy days.

Frequency of meetings has
been reduced to six per
year and more succinct
board materials have been
introduced, supplemented
by an executive report
submitted to the non-
executive directors on
a monthly basis.

Succession Planning
The Board has retained responsibility for
succession planning and, accordingly, has not
established a Nomination Committee. The
Board uses succession planning to ensure that
executives with the necessary skills, knowledge
and expertise are in place to develop and
deliver our strategy, and that it has the right
balance of individuals to be able to discharge
its responsibilities. The Board regularly reviews
its composition to keep it constantly refreshed.
Any searches for Board candidates, and
appointments made, are based on merit
against objective criteria, including the use of
a Board skills matrix. The Board as a whole is
also involved in overseeing the development of
management resources across the Group

Induction, training and development
Orientation for all new non-executive
directors includes:

• AIM Regulatory Rules

presentation from finnCap;

• Introduction to the Company Secretarial role
and training on the Share Dealing Policy from
Beyond Governance;

• Strategic Overview from the CEO covering

Group strategy and product outline,
organisational structure and key roles and
investor relationships, and
• Product demonstrations.

Additional sessions are scheduled as
appropriate to cover product development
or financial performance in more detail. For
example, the new Chair of the Audit Committee
participated in additional orientation sessions
with the CFO to cover audit processes and
the risk register.

In order to facilitate greater awareness
and understanding of our business and
operating environment, all Directors are
given regular updates on changes and
developments in the business between the
scheduled Board meetings.

Training opportunities are provided through
internal meetings, workshops, presentations
and briefings by internal advisers and business
heads, as well as external advisers. The
Company Secretary updates the Board on any
relevant legislative and regulatory corporate
governance-related changes on a regular basis.
The Directors meet with executives to receive
further insights into the operations of the business
in the jurisdictions where the Group operates.
The Chairman ensures that the Directors
continually update and refresh their skills and
knowledge, and independent professional
advice is provided, when required, at the
Group’s expense.

Business Overview

Corporate
governance

Delegated authorities
The Board has delegated authority for
certain matters to an Audit Committee and
Remuneration Committee, both of which have
terms of reference which are reviewed on an
annual basis. Certain operational responsibilities
have been delegated to the Executive team and
senior management within a robust system of
control. The schedule of matters reserved for the
Board is available on the Group’s website.

Conflicts of Interest
In order to identify and manage conflicts of
interest, all members of the Board are required
to promptly notify the Chairman and Company
Secretary in advance of any matters where
there is a reasonable likelihood that such matter
could give rise to an actual or perceived conflict
of interest. This would include, but is not limited
to, other Executive roles and directorships, or
material shareholdings in companies that may
compete with Access Intelligence or which
may have a customer or supplier relationship
with the Group or which may benefit from
investment by the Group. In such circumstances,
Board members would withdraw from any
consideration of the matter by the Board and, in
the event that the matter related to competition,
may be required to resign from the Board. No
conflicts of interest arose during the year.

Governance Framework

Nomination Committee
The Board has not appointed a Nomination
Committee as it has concluded that given the
size of the Group this function can be effectively
carried out by the Board.

Framework for Corporate Governance
The Board recognises the importance of good
corporate governance as one of the foundations
of a sustainable corporate growth strategy and
sound decision making and has established
a corporate governance model based on
the key principles of the Quoted Companies
Alliance Corporate Governance Code
(the “QCA” Code”).

The Non-Executive Chairman, Christopher
Satterthwaite, has ultimate responsibility
for leadership of the Board and, the
quality of, and the Group’s approach to,
corporate governance.

Documents available on the website
• Matters Reserved for the Board
• Application of the QCA Code
• Audit Committee Terms of Reference
• Remuneration Committee Terms of Reference
• Memorandum and Articles of Association

The ongoing business implications of the global
COVID-19 pandemic have been fast moving
and far reaching throughout the year. Our strong
governance structure has continued to provide
a firm base from which the Group, led by the
Board, could respond to the unprecedented

challenges and protect the long-term interests
of our stakeholders during this extended
period of uncertainty.

Compliance with the QCA Code
During the year, and in support of the
Group’s medium to long term success, the
Board has continued to apply the principles
in the QCA Code as the most appropriate
governance model for the Group. The following
demonstrates how each of those ten principles
has been addressed:

Business Overview

SectionPrinciple

Application

Principle

Application

Deliver growth

1. Establish a strategy
and business
model to promote
long — term value
for shareholders

2. Seek to understand

and meet
shareholder needs
and expectations

Access Intelligence is a martech leader, helping marketers and communicators anticipate,
react and adapt to what’s important to customers, stakeholders and their brand as they
navigate a constantly changing world of influence and reputation online.

Our portfolio of Vuelio, ResponseSource, Pulsar and Isentia provide insights,
monitoring, evaluation and networking tools which enable our customers to deliver truly
effective communication.

The Group’s strategy, business model and linked key performance measures are set out
within the Strategic Report on pages 22 to 39. The strategy and business model are
developed by the Chief Executive Officer, Chief Financial Officer and senior management
team, and approved by the Board in line with the Group’s vision and mission. Progress is
actively tracked and debated by the Directors. The senior management team, led by the
Chief Executive Officer, is responsible for their effective delivery and implementation.

The Board places great importance on having positive relationships with all shareholders
and seeks to ensure that an appropriate and proactive level of dialogue is in place.
The regular programme of investor engagement includes presentations following the
announcement of financial results, which are published on the Group’s website to ensure
they can be accessed by all shareholders. Ongoing communication with shareholders
through the investor relations programme helps to ensure that the Board is kept up to date
and aware of shareholder’s views.

Please refer to our Section 172 Statement in the Strategic Report on pages 22 to 39 for
more detail on the focus we apply to shareholder engagement and investor relations to
ensure that the Group’s performance and strategy are clearly understood.

The Group’s main point of contact for shareholder engagement is the Chief Financial
Officer, Mark Fautley, however contact details are also available on the Group’s website
to support open channels of communication and feedback.

3. Take into account
wider stakeholder
and social
responsibilities and
their implications for
long-term success

The Board considers its key stakeholders to be its employees, customers, shareholders,
suppliers and the communities and environment in which it operates. Consideration of
our stakeholders’ feedback is fundamental to our key business decision making and the
formulation of strategy. The Group takes its corporate social responsibilities seriously and is
focused on maintaining effective working relationships with its stakeholders. To find out more
see our Section 172 statement in the Strategic Report on pages 22 to 39.

4. Embed effective

risk management,
considering both
opportunities and
threats, throughout
the organisation

The Board has ultimate responsibility for the Group’s risk management process and is
supported in this by the Audit Committee. The Board is responsible for the identification
and evaluation of risk and for ensuring that the Group has appropriate systems and
controls in place for effective risk management.

The Group’s policy on risk management covers all significant business risks to the Group,
including financial, operational and compliance risks that could be barriers to achieving
our business objectives.

The Board monitors risk and control processes across headline risk areas and other
business-specific risk areas. At each Board meeting Group performance is reviewed,
including both financial and non-financial key performance indicators (“KPIs”), as well as
the consideration of new threats and opportunities presented to the Group.

A budget is prepared each year, which is subject to formal review and approval by the
Board. Performance against budget and prior year is reported to the Board as part of the
Group’s monthly reporting pack.

The Group has formalised its risks into a risk register which is designed to provide the
Board with a consistent, group-wide perspective of the key risks. The risk register is
formally reviewed by the Board annually and the Group’s principal risks and explanations
of how these are mitigated are set out on pages 30 to 33. Whilst the Board is ultimately
responsible for risk our culture seeks to empower all employees to manage risk effectively.

The Group’s controls are designed to manage risks rather than eliminate them. Mitigation
can only provide reasonable, but not absolute, assurance against material misstatement
or loss. As such the Group maintains appropriate insurance cover for its activities, with the
types of cover and insured values being reviewed on a periodic basis by the Board.

Maintain a dynamic management framework

5. Maintain the Board

as a well-functioning,
balanced team
led by the Chair

Our Board of Directors comprises a Non-Executive Chairman, four independent
Non-Executive Directors and two Executive Directors. Christopher Satterthwaite, as
Non-Executive Chairman, is responsible for leading the Board and for both the quality
of and approach to corporate governance. Joanna Arnold, as Chief Executive Officer, is
responsible for running the business and implementing the Group’s strategy.

The Board considers itself to be sufficiently independent, in line with the QCA Code. All
of the Non-Executive Directors are considered by the Board to be independent and are
required to spend at least two days per month on Company business.

The biographies of all the Board members are set out on pages 44 to 47.

The Board follows a pre-approved annual schedule of meetings and during the year
met 9 times (including 3 ad-hoc meetings to deal with urgent business). For attendance
information see the table on page 51.

The Board has a formal schedule of matters reserved for its approval and is supported
in its work by an Audit and Remuneration Committee which are each chaired by an
Independent Non-Executive Director. The full schedule of matters reserved for the Board
is available on our website www.accessintelligence.com/investors. The Board has not
appointed a Nomination Committee as it has concluded that given the size of the Group
this function can be effectively carried out by the Board.

Further details of the responsibilities and composition of the Audit and Remuneration
Committees are set out on pages 68 and 74.

The Board works as a team exploiting its members’ in-depth experience of strategy,
technology, international and financial matters. Meetings are characterised by
debate and active idea generation and management are rigorously challenged and
held to account.

All Directors are subject to election by shareholders at the first AGM following their
appointment to the Board and directors seek re-election at least once every three
years thereafter.

Environmental, Social and Corporate Governance

Principle

Application

Principle

Application

6. Ensure that

between them the
Directors have the
necessary up to date
experience, skills
and capabilities

The Board regularly reviews its composition to ensure that it has the necessary breadth and
depth of skills to support the ongoing development and growth of the business. The Board is
satisfied that it has a suitable mix of skills and competencies covering all essential disciplines
to bring a balanced perspective that is beneficial both strategically and operationally to
enable the Group to deliver its strategy for the benefit of its shareholders over the medium to
long-term. Biographies of the Directors are provided on pages 44 to 47.

Where new Board appointments are considered, the search for candidates is conducted
and appointments are made, on merit, against objective criteria and with due regard for
the benefits of diversity on the Board, including but not limited to gender balance.

The Directors keep their skillset up to date with ongoing training, attending business
conference and briefings and are individually assessed on an annual basis through
the annual evaluation process through which their performance against predetermined
objectives is reviewed and their personal and professional development needs
considered. The Directors are kept abreast of changes in relevant legislation and
regulations, with the assistance of the Group’s advisers where appropriate.

In addition, the Board members have had full access to the services of the Corporate
Secretary, a role carried out by Beyond Governance Limited who provide expert advice to
the board and minute each meeting. Each Director is aware of the right to have any concerns
minuted and to seek independent advice at the Group’s expense where appropriate.

The Board and its committees undertake a performance evaluation annually, taking into
account the Financial Reporting Council’s Guidance on Board Effectiveness.

An evaluation of the Board and Committees performance was conducted during the
year facilitated by the Corporate Secretary, Beyond Governance Limited, which involved
observation and assessment of the Board and its committees in operation as well as
completion of a detailed questionnaire by each director. The criteria assessed as part
of the evaluation included succession and capacity planning in addition to Board and
committee composition.

The Board regularly reviews its composition, particularly in conjunction with succession
planning, and may utilise the results of performance evaluations when considering this
composition and/or succession planning. Succession is seen as a vital task for the Board
and is regularly reviewed.

All Directors undergo a performance evaluation before being proposed for re-election to
ensure that their performance continues to be effective, where appropriate they maintain
their independence and that they demonstrate continued commitment to the role. Formal
performance reviews are carried out annually with all Executive Directors.

7. Evaluate Board
performance
based on clear and
relevant objectives,
seeking continuous
improvement

8. Promote a corporate
culture that is based
on ethical values and
behaviours

The Board seeks to promote and maintain a culture of integrity across all businesses
within the Group and to ensure that the highest standards of integrity and ethics are
demonstrated through the company’s objectives, strategy and business model. These
standards are enshrined in the Group’s written policies which are accepted by all
employees and reviewed during the annual performance review.

An open culture is encouraged within the Group, with employee feedback sought and
regular progress and performance updates provided to all employees. We run a people
and talent management programme which together with in-person and virtual Town
Hall presentations and training have provided additional opportunities for the Board to
promote and monitor a healthy corporate culture. See further details on our behaviours in
the Business Overview on page 20.

9. Maintain governance

structures and
processes that
are fit for purpose
and support
good decision-
making by the Board

Build trust

10. Communicate

how the Company
is governed and
is performing
by maintaining
a dialogue with
shareholders
and other
relevant stakeholders

The long-term success of the Group is the responsibility of the Board of Directors, which
comprises five Non-Executive Directors and two Executive Directors. The Executive
Directors have responsibility for the operational management of the Group’s activities.
The Non-Executive Directors are responsible for bringing independent and objective
judgement to Board decisions.

The Chairman has ultimate responsibility for the operation, leadership and governance
of the Board. The Chief Executive Officer has ultimate responsibility for implementing
and delivering the strategic and commercial objectives of the Board and managing the
day-to-day business activities of the Group. The Corporate Secretary is responsible
for ensuring that Board procedures are followed and applicable rules and regulations
are complied with.

The Board has established two committees, an Audit Committee and a Remuneration
Committee, with formal terms of reference (available on the website). Each Committee is
chaired by an independent Non-Executive Director and membership of both during the
year under review comprised exclusively of Non-Executive Directors.

The Audit Committee comprises Christopher Satterthwaite and Sarah Vawda, and
is chaired by Sarah Vawda. Further details can be found in the Audit Committee
Report on page 68.

The Remuneration Committee comprises Chris Pilling and Christopher Satterthwaite,
and is chaired by Chris Pilling. The committee’s aim is to ensure that the Executive
Directors are rewarded for their contribution to the Group and are motivated to
enhance the return to shareholders. The Remuneration Committee is responsible for
reviewing the performance of the Directors and setting their remuneration, meeting on
an “as required” basis.

The Board has not appointed a Nomination Committee as given the size of the Group
this function is effectively undertaken by the Board.

The Board recognise the importance of providing shareholders with clear and transparent
information on the Group’s activities, strategy and financial position and does so in a
number of ways, including:

• the Group’s Annual Report and Accounts;
• full year and half year announcements;
• other regulatory announcements;
• the Annual General Meeting;
• update meetings with existing shareholders; and
• disclosure of all votes in a clear and transparent manner.

A range of corporate information, including annual reports for the last five completed
financial years, full and half year results announcements, notices of General Meetings
for the last five completed financial years and other regulatory announcements, is also
available to shareholders, investors and the public through the Group’s website.

Environmental, Social and Corporate Governance

Environmental, Social and
Governance Report

What ESG means to us
We believe that operating a strong, successful
business can only be possible if there is clear
recognition, understanding and management of
the environmental, social and governance (ESG)
issues that are important to both our stakeholders
and our business. For us this means incorporating
ESG into our business strategy, decision-making
and management approach to ensure we continue
to operate a successful long-term business. This
forward-thinking perspective enables better long-
term thinking, reduces risk and maximises value for
our stakeholders.

Environment
The Group’s policy is to regularly review
and mitigate the environmental impact of all
activities. We comply with legal requirements
and do all we can to encourage behaviours
that improve sustainability. This includes
establishing a Green Committee in the UK
which, along with Isentia’s Corporate Social
Responsibility Committee, have responsibility
for implementing steps to improve sustainability.
Initiatives include new approaches to recycling
and office waste; promotion of the cycle/
walk to work scheme. In addition, the Group’s
office space is designed to be highly efficient
with low energy usage. Features include
sustainable lighting and a low-carbon-cost
office refit. During the period covered by this
report, the Group has not incurred any fines or
penalties or been investigated for any breach of
environmental regulations.

Social responsibility
The Group is committed to making a positive
contribution to society. This includes partnering
with charities to provide pro bono marketing
support and encouraging regular fundraising

activities. Several donations were made through
the year and in aggregate were less than
£2,000. No political donations were made
during the year (2020: £Nil).

Climate Change
We are committed to reducing the impact we
have on the environment in terms of energy use,
transport and consumption of resources. We
will do this by regularly auditing where we have
impact then investing in ways of mitigating harm.
We comply with national and international
environmental regulations and do all we can to
encourage behaviours that improve sustainability.
This includes applying new innovations in recycling
and office waste; encouraging take up of low
impact transports including cycle, walk to work
and investing in sustainable and low-carbon-cost
office design to deliver long term benefits.

We recognise that climate change poses a
number of physical (i.e. caused by the increased
frequency and severity of extreme weather events)
and transition-related (i.e. economic, technology
or regulatory challenges related to moving to
a greener economy) risks and opportunities
for our business. As part of our commitment
to operate ethically and sustainably, we are
dedicated to understanding climate-related risks
and opportunities and embedding responses to
these into our business strategy, risk management
and operations.

Within our EMEA & NA operations we continue
to focus on environmental awareness through
regular highlighting of green ideas for individual
implementation in our weekly People & Office
Update and we are now planning in-person
volunteering activities.

The Insights team in Singapore partnered with
SCAPE, a non-profit organisation that supports
youth, talent and leadership development, to
develop and co-ordinate “Hacking The New
Normal SUSTAINABILITY”. This was a growth
hackathon in a virtual environment that provided
a platform for young people in teams of 3-7
to work with industry mentors to gain practical
experiences of problem solving and develop their
understanding of key environmental challenges
related to Food Security, Reduced Pressure
on Livestock, Zero Wastage, Clean Tech and
Sustainable Urban Planning and Mobility.

Within both the London and Sydney offices we
continue to provide bike storage and end-of-
trip facilities to support both the health and
wellbeing of our people and to reduce reliance on
automobiles as a mode of transport to and from
the Head Office. Office lighting in both buildings
is energy efficient, recycling facilities are provided
and the usage of paper is minimised by limiting
access to printers and the storage of documents in
electronic format. Recycled paper is used where
possible and waste ink and printer by products are
recycled. We only replace office equipment when
strictly necessary for business efficiency. Within the
Sydney building a 15,000 litre rainwater storage
tank provides rainwater for onsite drip irrigation
and fire water reuse tank allows recycled water to
be utilised for the testing of the building fire system.

Our people
We aim to attract, inspire and engage a talented
and diverse workforce, one that flourishes and is
proud to work for Access Intelligence.

Diversity and Inclusion
The Group is proud of its track record on diversity,
including gender, ethnicity, nationality, skills and
experience, which has resulted in the formation
of a diverse and inclusive team. The Institutional
Shareholder Services group has stated that each
AIM company should have at least one director
from an ethnic minority by 2024,a position we
are pleased to have complied with. As part of the
selection of new Directors we proactively ensure
that the search process is sufficiently inclusive to
encourage applications from diverse candidates
with relevant skills, experience and knowledge,
and that the selection process is fair and
transparent. The Board is committed to achieving
diversity in its broadest sense in the composition of
the Board and senior management.

We have an internal working group that focuses
on promoting diversity and inclusion within our
company developing a series of activities to help
us shape our identity and the environment that we
all wish to work in.

We operate a zero-tolerance policy with regard
to any form of harassment or unacceptable
discriminatory behaviour at any level. Our people
development programme ensures that leaders
are equipped with the necessary skills to ensure
everyone is managed fairly and consistently

Externally, we have developed a diversity platform
called accessmatters.

This is a platform to support change in the
marketing and communications industry by
encouraging listening, sharing of experience
and best practice while promoting collaboration
around the actions that will have greatest positive
impact on our industry and our society.

Environmental, Social and Corporate Governance

Environmental, Social and
Governance

Leadership, Development and
Talent Pipeline
In order to reflect the Group’s growth and
international presence, we have implemented a
range of localised training programmes designed
to equip employees with the skills they need to
perform their job roles, meet strategic targets in
a changing work environment and develop their
careers with us.

Changes during 2021 included the development
of Information Security training modules within a
new online portal which supports both efficiency
of delivery and greater engagement with the
topic. The training has now been launched in
the APAC regions. Additionally, within the UK
new roles such as a Commercial Enablement
Management and a Vuelio Product Training
Manager have enabled product training
materials such as videos and programmes to be
further developed. This has made our training of
new employees more efficient and supported our
ability to launch the Pulsar platform within APAC.
An internal Mentoring Scheme was launched
within the APAC region in 2021. Following a
programme review in early 2022 this will be
relaunched and potentially expanded to cover
the wider Group.

The Company undertakes regular performance
reviews to support our people’s development.
Performance discussions provide the opportunity
to motivate, identify training needs and support
career planning. Focus is placed on the setting
of individual objectives which relate clearly to
department and company objectives.

Workforce Engagement
The Group’s policy on employees remains to

adopt a very open management style, keeping
employees informed of all matters affecting
them as employees including key financial
and economic factors affecting the Group’s
performance. This has been particularly important
in light of the ongoing restrictions to life brought
about by the pandemic over the last two years.

Topic-specific surveys are one way we give our
employees a voice to raise issues and improve
the workplace. These have included surveys
about our integration activities and leaver surveys.
Survey results are shared with leadership teams
and action plans are put in place to address
any key findings. Annual reviews and regular
121s also provide opportunities for employees to
make suggestions and these are shared with HR
by managers for consideration and action. The
APAC region operates a 6-monthly employee
engagement survey and it is now planned that this
is implemented Group-wide. Additional questions
have been added to the engagement survey to
help leadership teams understand the extent to
which our people believe the company is acting
in an ethical way.

The Group has adapted its working practices
in order to deal as effectively as possible with
COVID-19. The Board continues to monitor the
situation and is ready to act to meet changing
requirements as they arise. It is important to
acknowledge the differing impacts that the
restrictions have had on employees in the different
countries in which the Group operates. Page
20 provides details of how the Board takes into
account the effect of its decisions on employees
and how that has impacted decisions taken
during the year, while also detailing the ways in
which Directors have engaged with employees

and designed initiatives to make the Group an
employer of choice in the sector.

Integration of Isentia and harmonisation
of processes, policies and procedures.
The integration of Isentia into the Access
Intelligence Group has been approached as a
bringing together of separate businesses within
a complimentary partnership in a way that is
sympathetic to local markets. The consulting firm,
FTI, was appointed to manage the integration as
a program of work, coordinating value creation
and functional workstreams via an Integration
Management Office (IMO) which is guided
by a Steering Committee. People from across
the expanded Group make up all workstreams
and the Steering Committee. Joanna Arnold,
Global CEO, relocated to Australia to play
an active role in the integration process. Value
creation workstreams such as Sales, Product
and Insights, have been prioritised together with
Finance functional integration. All workstreams
have developed charters and milestones and
updates on workstream developments are shared
with employees approximately monthly via an
Integration Update email as well as via company
and team meetings as appropriate.

COVID-19 and Employee Wellbeing
We have continued to respond to COVID-19
restrictions through a range of measures that
support the wellbeing of our employees. Across
the Group homeworking options have remained
in place, balanced with prompt office re-opening
on an opt in basis where appropriate, supported
by comprehensive risk assessment and introducing
hygiene and distancing measures. Our flexible
working policies support hybrid working patterns
as Covid restrictions ease. Wellbeing support

has been delivered via employee assistance
programmes in the UK and ANZ, which offer
wellbeing resources and telephone counselling.
In the UK virtual activities such as exercise,
mediation and yoga classes provided via our
Wellness Manager and our Social Committee’s
Coffee Roulette help to encourage social
interaction despite remote working. We also ran
a Summer Series of small group social activities in
London to allow employees to meet each other
socially in a Covid-secure way. In the APAC
regions Thrive through Covid wellbeing materials
are available on the Intranet, including guides to
Leading Remote Teams which are available in
multiple languages.

Modern Slavery
We have policies which make it clear that we
have a responsibility to take steps to ensure at
that slavery and human trafficking is not taking
place in our business, including our supply chains.
We do not enter into business with any other
organisation which knowingly supports or involves
itself in slavery, servitude or forced labour. No
labour used by us in the provision of our own
services to clients is obtained by means of slavery
or human trafficking.

Whistleblowing
A new Whistleblowing policy was approved by
the Board in January 2022.

Communications with shareholders
We are taking significant steps to reduce our
impact on our planet. The use of electronic
communications, rather than printed paper
documents, means information about the
Company can be accessed through emails
or the Company’s website, thus reducing

Environmental, Social and Corporate Governance

Environmental, Social and
Governance

our impact on the environment. A growing
number of our shareholders have opted to
receive communications from us electronically.
Shareholders who have done so will be sent
an email alert containing a link to the relevant
documents. We encourage all our shareholders
to sign up for this service.

More information on how the Group engages
with its stakeholders is contained in the S.172
Statement on page 34.

Governance
As a responsible business, the oversight of ESG
matters is critical. It not only allows the Board
to understand the impact of its decisions on
key stakeholders and the environment, but also
ensures it is kept aware of any significant changes
in the market. This includes the identification of
emerging trends and risks, which in turn can be
factored into its strategy discussions.

More details of the Group’s approach to
Corporate Governance is covered on page 50.

Environmental, Social and Corporate Governance

Audit committee
report

The Audit Committee is responsible
for ensuring that the financial
performance of the Group is
properly reported and reviewed.

Its role includes monitoring the integrity of the
financial statements (including annual and interim
accounts and results announcements), reviewing
internal control and risk management systems,
reviewing any changes to accounting policies,
reviewing and monitoring the extent of the non-
audit services undertaken by external auditors and
advising on the appointment of external auditors.

Membership and Governance
The Audit Committee members are Christopher
Satterthwaite and Sarah Vawda who are both
Non-Executive Directors. The Committee is
chaired by Sarah Vawda. The Chief Executive
Officer and Chief Financial Officer are invited to
attend all Committee meetings. The Committee’s
deliberations are reported at the next Board
meeting and the minutes of each meeting are
made available to all members of the Board.

The external auditor, Mazars LLP, attended
these meetings by invitation where discussions
included conclusions in respect of the 2020
audit and planning of the 2021 audit.

The Committee has four scheduled
meetings a year and will additionally meet if
and when required.

Responsibilities
The Committee’s Terms of Reference are

available to view on the Company’s website.
Its primary duties as set out in the Terms of
Reference include:

• ensuring that appropriate financial reporting
procedures are properly maintained and
reported on. Where required, meetings are
held with the Group’s auditors to review their
reports on the accounts and the Group’s
internal controls.

• reviewing the performance of the Group’s

auditors to ensure an independent,
objective, professional and cost-effective
relationship is maintained.

• reviewing the Group’s published financial
results, the Committee reviews the Group’s
corporate governance processes (including
risk analysis), accounting policies and
procedures, reporting to the Board on any
control issues identified.

Summary of activities
The Committee has met formally four times in the
year for the following discussions:

• assessing the Audit strategy memorandum

to address key issues of significant risks, key
audit matters and other judgements and
enhanced risk review;

• review the financial statements;
• review the going concern status; and
• to review the effectiveness of the audit.

Areas of focus and significant matters considered
by the Committee

Subject

Action taken

Conclusion

Financial Statements

Going Concern assumption

Policies

Risk management

The Committee reviewed and challenged the
Group’s Interim and Annual Report and Accounts
and Results’ Announcements. The Committee
considered the presentation of the Financial
Statements and, in particular, whether the Annual
Report and Accounts as a whole were fair,
balanced and understandable.

The Committee recommended
the Interim and Full Year results to
the Board for approval.

The Committee evaluated various reports from
management that set out the view of the Group’s
going concern and longer-term viability. These
reports detailed the impact of outcomes of stress
tests after applying multiple scenarios to determine
how the Group is able to cope with deterioration in
liquidity profile or capital position.

Taking into account the
assessment by management
of stress-testing results and risk
appetite, the Committee agreed
to recommend the Going
Concern and Viability Statement
to the Board for approval.

The Group’s Whistleblowing Policy was updated
during the period.

The Group has established an anti-bribery and anti-
corruption policy which sets out its zero- tolerance
position and provides information and guidance
to those working for the Group and its suppliers
on how to recognise and deal with bribery and
corruption issues

The current framework, systems and policies in place
as described on pages 28 to 33 were reviewed
in the period, following the completion of the
acquisition of Isentia .

The Committee is comfortable
that both of policies currently in
place are operating effectively.

A new risk register to better
support the Executive Team
in the day-to-day risk
management of the Company
and enhanced risk-focused
Board reporting has been
introduced. More detail is
available on pages 28 to 33.

Environmental, Social and Corporate Governance

Audit committee
report

Subject

Action taken

Conclusion

External auditor performance

The Committee met with the key members of the
audit team to discuss the 2021 audit plan and agree
areas of focus. It assessed regular reports on the
progress of the 2021 audit and any material issues
identified. It debated the draft audit opinion ahead
of the 2021 year-end. The Committee was also
briefed by Mazars on critical accounting estimates,
where significant judgment is needed.

Having reviewed the Auditor’s
independence, performance
and audit quality, the Committee
recommends that Mazars LLP,
be reappointed as the Group’s
auditor at the next AGM.

External auditor independence

Potential conflicts of interest with the external auditor
are monitored at all Committee meetings.

Corporate Governance

Following a Committee Evaluation, change of
Chair in the period and expansion of the Group,
the operation and management of the Committee
had been assessed.

From 2021, tax services
provided by the auditor
ceased and no other non-audit
services were provided. To
further strengthen this control, a
new non-audit services policy
has been adopted.

Steps have been put in place
to enable the Non-Executive
Directors to gain a better
understanding of the Company’s
financial and strategic plans
so as to facilitate more robust
challenge. Additionally, the
frequency of meetings has been
increased and a forward look
agenda introduced.

Terms of reference

The current version were updated and approved in
the period. However, a further review of content will
be undertaken in light of the Isentia acquisition.

Revised terms of reference will
be drafted and recommended
to the Board in 2022.

External Auditors
The Committee monitors the relationship with the external
auditor, Mazars LLP, to ensure that auditor independence and
objectivity are maintained.

A new audit partner, Jonathan Barnard, was welcomed
during the period in line with the agreed five-year rotation
cycle. The tenure of Mazars LLP is kept under review by the
committee. As part of its review the Committee monitors the
provision of non-audit services by the external auditor. The

breakdown of fees between audit and non-audit
services is provided in Note 5 of the Group’s
financial statements.

Following the recommendation of an internal
committee effectiveness review, it was agreed
that the external audit function should be subject
to a tender process every 10 years.

Internal Audit
At present the Group does not have an
internal audit function and the Committee
believes that management is able to derive
assurance as to the adequacy and effectiveness
of internal controls and risk management
procedures without one.

Auditor independence
It is the Company’s policy that the auditor
shall not undertake any non-audit services for
the Group without the approval of the Audit
Committee. Potential conflicts of interest with the
external auditor are a standing agenda item
for all the audit committee meetings to ensure
regular review. From 2021, tax services provided
by the auditor ceased and no other non-audit
services were provided. To further strengthen
this control, a new non-audit services policy
has been adopted.

Risk management and internal controls
As described on pages 28 to 33 of the annual
report, the Group has established a framework
of risk management and internal control systems,
policies and procedures. The Audit Committee
is responsible for reviewing the risk management
and internal control framework and ensuring
that it operates effectively. During the period,
the Committee has implemented a new risk
register to better support the Executive Team

in the day-to-day risk management of the
Company and recommended the introduction
of enhanced more risk-focused Board reporting.
It was also agreed that steps should be put in
place to enable the Non-Executives to gain a
better understanding of the Company’s financial
and strategic plans so as to facilitate more
robust challenge.

Whistleblowing
The Board approved an updated policy in
January 2022 which sets out the formal process
by which an employee of the Group may, in
confidence, speak up about concerns about
possible improprieties in financial reporting or
other matters. Whistleblowing is a standing item
on the Committee’s agenda. The Committee
is comfortable that the current policy is
operating effectively.

Anti-bribery
The Group has in place an anti-bribery and
anti-corruption policy which sets out its zero-
tolerance position and provides information
and guidance to those working for the Group
and its suppliers on how to recognise and
deal with bribery and corruption issues. The
Committee is comfortable that the current
policy is operating effectively.

Financial Judgements
The areas where the Board has made
critical judgements in applying the Group’s
accounting policies are:

a. Recognition of deferred tax assets
Judgement is applied in the assessment of
deferred tax assets in relation to losses to be
recognised in the financial statements. As the

Environmental, Social and Corporate Governance

Section Title
Audit committee
report

Group has not been generating taxable profits
for the last few years, the Board has judged that
deferred tax assets should only be recognised
to the extent that they offset a deferred tax
liability. At 30 November 2021, the Group
recognised a deferred tax asset of £4,144,000
(2020: £18,000) and a deferred tax liability of
£8,153,000 (2020: £520,000). See Note 21
for further detail.

b. Capitalisation of development costs
Management applies judgement when
determining the value of development costs
to be capitalised as an intangible asset in
respect of its product development programme.
Judgements include the technical feasibility,
intention and availability of resources to
complete the intangible asset so that the asset
will be available for use or sale and assessment
of likely future economic benefits. During the
year, the Group capitalised £3,428,000 (2020:
£1,973,000) of development costs. See Note
11 for further detail.

c. Accounting for acquisitions
Management applies judgement in accounting
for acquisitions, including identifying assets
arising from the application of IFRS 3 Business
combinations, undertaking Purchase Price
Allocation exercises to allocate value between
assets acquired, including the allocation between
intangible assets and goodwill. See Note 6
for further detail.

d. Identification of cash generating units for

goodwill impairment testing

Judgement is applied in the identification of
cash-generating units (“CGUs”). The Directors
have judged that the primary CGUs used for
impairment testing should be: EMEA & NA,
comprising AIMediaData Limited, Access
Intelligence Media and Communications
Limited, ResponseSource Ltd, Vuelio Australia
Pty Limited, Fenix Media Limited and Face US
Inc; and APAC, comprising the acquired Isentia
entities. See Note 11 for further detail.

e. Non-recurring administrative expenses
Due to the Group’s significant acquisition-related
activity in recent years, there are a number of
items which require judgement to be applied in
determining whether they are non-recurring in
nature. In the current year these relate largely
to: migration and integration costs in respect
of the Isentia acquisition of £264,000; and
legal and due diligence costs in respect of the
acquisition of Isentia and the evaluation of other
potential acquisitions of £3,529,000. See Note
5 for further detail.

f. Research and Insights revenue
Judgement is required to assess the proportion of
revenue to recognise for Research and Insights
contracts based on milestones completed.
Estimates of the extent of progress towards
completion are revised if circumstances
change with changes to estimated revenues
being recognised in the period in which the
circumstances which give rise to revision become
known to management.

g. Control of associates
The Group holds a 21.4% stake in Track Record
Holdings Limited. Management has applied
judgement in assessing that the Group has
significant influence over this company and it
is therefore appropriate to treat Track Record
Holdings Limited as an associate. On the basis
that the Group has appointed a director to the
board of Track Record Holdings Limited, it has
been assessed that the Group has significant
influcence but not control over the company and
therefore its is appropriate to treat Track Record
Holdings Limited as an associate.

Sarah Vawda
Chair of the Audit committee

Environmental, Social and Corporate Governance

Section Title
Remuneration
committee report

Overview
The Remuneration Committee’s aim is to
ensure that the Executive Directors are
rewarded for their contribution to the Group
and are motivated to enhance the return
to shareholders. The report also provides
the information required to be reported on
Directors’ remuneration under AIM Rule 19.

Membership
The Remuneration Committee consists of
Chris Pilling and Christopher Satterthwaite.
Chris Pilling is Committee Chair.

Activities
The Remuneration committee met twice during
the period, once to discuss senior executive
salaries, bonuses and the revised long term
incentive plan and once to consider the
annual review of company wide remuneration.
The details of the information required to be
reported on Directors’ remuneration under AIM
Rule 19 is provided in Note 7 of the Group’s
financial statements.

Duties
The Remuneration Committee’s Terms of Reference
are available to view on the Company’s website.

Chris Pilling
Chair of the Remuneration committee

The Remuneration Committee is responsible for
reviewing the performance of the Directors and
setting their remuneration and meet at least twice
annually and on an ad hoc basic as required.

Environmental, Social and Corporate Governance

Directors’
report

shareholder value created is defined as the
growth in the Company’s market capitalisation
including net equity cashflows to shareholders
and adjusting for any share issues during the
Performance Period. Further detail on the LTVCP
is provided within Note 23.

During the year Joanna Arnold and Mark
Fautley have each been granted Participation
Rights under the LTVCP. Joanna Arnold’s
Participation Percentage has been set at
22% of the LTVCP Pool and Mark Fautley’s
Participation Percentage has been set at 11%
of the LTVCP Pool. No further awards will be
granted to Joanna Arnold and Mark Fautley
under the LTVCP prior to the end of the four year
performance under the initial award.

The directors present their annual
report and the consolidated financial
statements for Access Intelligence Plc
(the “Company”) and its subsidiary
undertakings (together referred to as
“the Group”) for the year ended
30 November 2021.

Principal activity
Access Intelligence is a martech leader used by
more than 6,000 global organisations every day,
from blue-chip enterprises and communications
agencies to public sector organisations and
not-for-profits. Our technology helps marketers
and communicators anticipate, react and adapt
to what’s important to customers, stakeholders and
their brand as they navigate a constantly changing
world of influence and reputation online.

Review of business and future outlook
A review of the Group’s activities during the year
and future outlook is set out in the Chairman’s
Statement on page 8 and the Strategic Report
on pages 22 to 39.

Results
The consolidated trading results for the year
and the year-end financial position are shown
in the consolidated financial statements on
pages 95 to 105. The results for the year
and future prospects are reviewed in the
Chairman’s Statement on page 8 and the
Strategic Report on pages 22 to 39.

Directors’ interests
The directors who have served during the year
and details of their interests, including family
interests, in the Company’s ordinary 5p shares
at 30 November 2021 are disclosed below:

J Arnold

C Satterthwaite

M Fautley

C Pilling

L Gilbert

K Puris

S Vawda*

30 Nov 21
Beneficial No.

Share options
granted

30 Nov 21
Options No.

30 Nov 20
Beneficial No.

Share options
granted

745,538

90,132

71,161

50,000

16,666

973,497

1,600,000

39,603

19,801

39,603

400,000

19,801

720,538

52,632

31,578

118,807

2,118,807

804,748

30 Nov 20
Options No.

1,600,000

400,000

2,000,000

*Shares held by Vawda Associates, a company
wholly owned by S Vawda.

On 1 October 2021, 118,807 options were
granted to the Non-Executive Directors with an
exercise price of 0.05p per share.

On 15 December 2020, J Arnold, M Fautley,
C Satterthwaite and C Pilling subscribed for
106,250 placing shares in aggregate.

The high and low price of shares during the year
were 156.5p and 78p respectively.

Long Term Value Creation Plan (“LTVCP”)
On 2 October 2021 the board approved
the LTVCP which is intended to assist with the
retention and motivation of key employees of
the Company with the aim of incentivising and
rewarding exceptional levels of performance
over a four year period. The LTVCP will provide
the potential for rewards only if shareholders
benefit from sustained growth in shareholder
value over a four-year period.

Under the LTVCP, the Board has granted certain
eligible employees a right (“Participation Right”)
to receive a proportion of the shareholder
value created above a hurdle (“Hurdle Rate”).
The Hurdle Rate has been set at a 12.5 per
cent. compound annual growth rate. Where
value is created above the Hurdle Rate, initial
LTVCP participants will share 10 per cent.
of the shareholder value created above the
hurdle (“LTVCP Pool”).

Awards under the LTVCP comprise three equal
tranches, with measurement dates on the
second, third and fourth anniversaries of the
performance start date (each a “Performance
Period”). For the purposes of the LTVCP,

Environmental, Social and Corporate Governance

Directors’
report

Substantial shareholdings
Save for the directors’ interests disclosed above
together with the following shareholders, the

directors are not aware of any other shareholdings
representing 3% or more of the issued share capital
of the Company at the year-end.

Investor

Kestrel Partners LLP

Cannacord Genuity Group Inc

Gresham House Asset Management Limited

Herald Investment Management Limited

Chelverton Asset Management Limited

Elderstreet Draper Esprit VCT plc

Unicorn AIM VCT Plc

Janus Henderson Investors

Lombard Odier Investment Managers

No. of shares

% holding

Nature of holding

27,438,174

16,637,498

9,338,098

9,220,740

8,919,620

7,124,999

6,521,405

4,950,417

4,329,000

21.50

13.04

7.32

7.23

6.99

5.58

5.11

3.88

3.39

Indirect

Research and development and other
technical expenditure
Throughout 2021 we have continued to invest in
developing our products. The Group engaged
an average of 91 (2020: 89) technical staff
who both support the existing product offering
as well as developing it. In 2021, £5,104,000
(2020: £3,330,000) was spent across the
Group on research and development and other
technical expenditure. Of this £3,428,000
(2020: £1,973,000) was capitalised and the
balance was expensed through the consolidated
statement of comprehensive income.

People strategy
The Group continues to invest in developing its
people including promoting a diverse employee
base. Appropriate steps are taken to inform and
consult employees regarding matters affecting
them and the Group. The Group’s policy

regarding health and safety is to ensure that, as
far as is practical, there is a working environment
which will minimise the risk to the health and
safety of its employees and those persons
who are authorised to be on its premises.
The Group encourages staff progression
and has introduced more formal training and
development of key staff across the Group.

Individual job-related training is provided if
needed and it is incumbent upon all managers
to find time to mentor and develop their own
staff. The Group’s remuneration policies are
driven locally at subsidiary level to reflect
circumstances prevailing in their local labour
markets. Our sales teams earn sales commission
on top of a competitive basic salary based
on their individual targets and incentives for all
staff are encouraged. Directors’ remuneration
is determined by the remuneration committee,

details of which are included in Note 7.

Further information on employee engagement
can be found on page 20.

Disability and Special Needs
When a disabled person or anyone with special
needs applies for a job with us, we will always
consider the application based on relevant skills,
experience and knowledge. The Group will do
its best to adapt the job and the workplace to
meet the needs of individuals.

Financial risk management and exposure
to financial risk
The directors’ management of and policies
in relation to competitive risk, credit risk, cash
flow and liquidity risk, and key personnel
risk are explained in detail in the Strategic
Report on page 28.

Environment, Social and Governance
Please refer to the Environment, Social and
Governance Report for more detail on the
Group’s ESG strategy on page 62.

Going concern
The Strategic Report on page 22 and opening
pages to the annual report discuss Access
Intelligence’s business activities and headline
results, together with the financial statements and
notes which detail the results for the year, net
current liability position and cash flows for the
year ended 30 November 2021.

The Board has further considered three year
financial forecasts, which included detailed
19-month cash flow forecasts from the date of

signing the accounts. These forecasts contained
assumptions around new business and upsell
being reduced by 20% and renewal rates also
decreasing by 5% compared to expected levels,
whilst only minimal cost reduction initiatives were
assumed. These assumptions are expected to
result in a 2% reduction in FY22 revenue and
a 4% reduction in FY23 revenue, with a 4%
reduction in FY22 EBITDA and a 33% reduction
in FY23 EBITDA. The results of these adverse
forecasts confirm that the Group will be able to
continue to operate for at least 12 months from
the date of this report. The Board considers the
assumptions used therein to be reasonable and
reflective of the long-term ‘software as a service’
contracts and contracted recurring revenue.

The Group meets its day to day working capital
requirements through its cash balance but
also maintains relationships with a number of
financial institutions and believes that, should it
be required, it would be able to put in place an
appropriate working capital facility. It did not
have a bank loan or overdraft at the year-end
and had a net cash balance of £13,456,000.

As at the date of this report, the directors have a
reasonable expectation that the Company and
the Group have adequate resources to continue
in operational existence for the foreseeable
future. For this reason, they continue to adopt
the going concern basis in preparing the
financial statements.

Share capital
Details of the Company’s share capital are
set out in Note 22 to the consolidated
financial statements.

Environmental, Social and Corporate Governance

Directors’
report

Share option plan
The Company administers one approved option
scheme called the “Access Intelligence plc
Management Incentive Scheme”. The scheme was
adopted at the AGM held on 22 April 2009 and
is open to any eligible employee selected at the
discretion of the Board. The scheme initially ran
for 10 years from the adoption date and has now
been extended for a further period of 10 years.
The scheme rules are available at the Company’s
registered office. Details of the movement in options
during the year are in Note 23. In total, 412,937
options were granted in the year, 39,351 were
exercised, and 249,614 were forfeited.

Indemnity of directors
The Company has an indemnity policy which
benefits all of its current directors and is a
qualifying third party indemnity provision for
the purposes of the Companies Act 2006.
The indemnification was in force during
the year and at the date of approval of the
financial statements.

Statement of directors’ responsibilities
The directors are responsible for preparing the
Strategic Report, the Directors’ Report and the
Group and Company financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare
financial statements for each financial year. Under
AIM rules the directors are required to prepare
Group financial statements in accordance with
IFRS as adopted by the UK.

The Group financial statements are required

by law and IFRS as adopted by the UK to
present fairly the financial position and the
performance of the Group. The Companies
Act 2006 provides in relation to such financial
statements that references in the relevant part
of that Act to financial statements giving a true
and fair view are references to their achieving
a fair presentation.

The Company financial statements are required
by law to give a true and fair view of the
of the Company.

In preparing those financial statements, the
directors are required to:

• select suitable accounting policies and then

apply them consistently;

• make judgements and estimates that are

reasonable and prudent;

• state whether, for the Group financial

statements, they have been prepared in
accordance with IFRS as adopted by the
UK, subject to any material departures
disclosed and explained in the Group
financial statements

• state whether, for the Company financial
statements, the applicable UK Accounting
Standards have been followed, subject
to any material departures disclosed
and explained in the Company
financial statements;

• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and the Company
will continue in business; and

• provide additional disclosures when compliance
with specific requirements in IFRS is insufficient
to enable users to understand the impact
of particular transactions, other events and
conditions, on the Group’s and the Company’s
financial position and financial performance.

Auditor
Mazars LLP has acted as auditor throughout the
period and, in accordance with section 489
of the Companies Act 2006 a resolution to
reappoint Mazars LLP will be put to the members
at the forthcoming annual general meeting.

The directors are responsible for keeping proper
accounting records that disclose with reasonable
accuracy at any time the financial position of the
Group and the Company and to enable them to
ensure that the financial statements comply with the
Companies Act 2006. They are also responsible
for systems of internal control, for safeguarding the
assets of the Group and the Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.

The directors are responsible for the
maintenance and integrity of the corporate and
financial information included on the Group’s
and the Company’s website. Legislation in the
UK governing the preparation and dissemination
of financial statements may differ from legislation
in other jurisdictions.

Statement as to disclosure of
information to auditor
In so far as the directors are aware:

• there is no relevant audit information of
which the Group’s and the Company’s
auditor is unaware;

• the directors have taken all steps that they ought
to have taken to make themselves aware of any
relevant audit information and to establish that
the auditor is aware of that information.

Fair, balanced, understandable
The Board of Directors has combined the
knowledge and experience derived by each of
them from other board positions with a review of
the annual reports of other similar enterprises in
order to satisfy themselves that the Annual Report
and financial statements, taken as a whole, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Group’s position and performance,
business model and strategy

Events after the reporting date
Subsequent to the year end, Mark Fautley
purchased 8,650 ordinary shares at a price of
115.38p on 17 January 2022. Joanna Arnold
purchased 8,743 ordinary shares at a price of
114.24p on 20 January 2022. On 25 February
2022, Christopher Satterthwaite acquired
4,464 ordinary shares at a price of 110.4p.

AIM Rule Compliance Report
The Company is quoted on AIM and as a result
the Company has complied with AIM Rule 31
which requires the following:

• have in place sufficient procedures,
resources and controls to enable its
compliance with the AIM Rules;

Environmental, Social and Corporate Governance

Directors’
report

• seek advice from its nominated adviser
regarding its compliance with the Rules
whenever appropriate and take that
advice into account;

• provide its nominated adviser with any

information it reasonably requests in order
for the nominated adviser to carry out
its responsibilities under the AIM Rules
for Nominated Advisers, including any
proposed changes to the Board of Directors
and provision of draft notifications in
advance of publication;

Annual General Meeting
The 2022 AGM will be held on 25 May 2022
and the Notice of AGM and related papers will,
unless otherwise noted, be sent to shareholders
at least 20 working days before the meeting.
The AGM provides a valuable opportunity
for the Board to communicate with private
shareholders. Shareholders are invited to ask
questions related to the business of the meeting
at the AGM and a presentation will be given on
the Group’s performance.

• ensure that each of the Company’s Directors

By order of the Board

J Arnold
Director
Approved by the directors on 22 April 2022

accepts full responsibility, collectively
and individually, for compliance with
the AIM Rules; and

• ensure that each Director discloses without
delay all information which the Company
needs in order to comply with AIM Rule 17
(Disclosure of Miscellaneous Information)
insofar as that information is known to the
Director or could with reasonable diligence
be ascertained by the Director. In addition,
the Company maintains compliance
with AIM Rule 26, which lists a range of
information that the Company is required
to make available. AIM Rule 26 also
requires the Company to adopt a corporate
governance code and it has chosen the
Quoted Company Alliance Code, against
which the Directors are responsible for
reporting the Company’s compliance. Further
details are available on the Group’s website.

Environmental, Social and Corporate Governance

Independent
auditor’s report

Independent auditor’s report to the
members of Access Intelligence Plc

Opinion
We have audited the financial statements of
Access Intelligence Plc (the ‘Parent company’)
and its subsidiaries (the ‘Group’) for the year
ended 30 November 2021 which comprise:

• the Consolidated Statement of

Comprehensive Income;

• the Consolidated Statement of

Financial Position;

The financial reporting framework that has
been applied in the preparation of the Parent
company financial statements is applicable law
and United Kingdom Accounting Standards,
comprising FRS 102 ‘‘the Financial Reporting
Standard applicable in the UK and Republic of
Ireland’’ (United Kingdom Generally Accepted
Accounting Practice).

In our opinion, the financial statements have
been prepared in accordance with the
requirements of the Companies Act 2006 and:

• the Consolidated Statement of

• give a true and fair view of the state of

Changes in Equity;

• the Consolidated Statement of Cash Flow;
• the Company Statement of Financial Position
• the Company Statement of
Changes in Equity; and

• the Notes to the Consolidated Financial

Statements and the Notes to the Company
Financial Statements, including a summary of
significant accounting policies.

The financial reporting framework that has
The financial reporting framework that has
been applied is applicable law and UK-
adopted international accounting standards
in conformity with the requirements of the
Companies Act 2006.

the Group’s and of the Parent company’s
affairs as at 30 November 2021 and of the
Group’s loss for the year then ended;
• the Group financial statements have been
properly prepared in accordance with
International Accounting Standards in
conformity with the requirements of the
Companies Act 2006;

• the Parent company financial statements

have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice, and

• the Parent company financial statements

have been prepared in accordance with the
requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
financial statements section of our report. We
are independent of the company in accordance
with the ethical requirements that are relevant to
our audit of the financial statements in the UK,
including the FRC’s Ethical Standard, as applied
to SME listed entities, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Conclusions relating to going concern
We have nothing to report in respect of the
following matters in relation to which the ISAs
(UK) require us to report to you where:

• the directors’ use of the going concern basis
of accounting in the preparation of the
financial statements is not appropriate; or

• the directors have not disclosed in the

financial statements any identified material
uncertainties that may cast significant
doubt about the Group’s or the Parent
company’s ability to continue to adopt the
going concern basis of accounting for a
period of at least twelve months from the
date when the financial statements are
authorised for issue.

Key audit matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the financial
statements of the current period and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
we identified, including those which had the
greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing
the efforts of the engagement team. These
matters were addressed in the context of our
audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Environmental, Social and Corporate Governance

Key audit matter

How our scope addressed this matter

Key audit matter

How our scope addressed this matter

Revenue recognition
The Group’s accounting policy for revenue recognition is set
out in the accounting policy notes on “Revenue” on page
111. Under this policy, the amount of revenue recognised in a
year will represent the fair value of the Group’s entitlement to
consideration in respect of services provided in that year.

The Group has consultancy contracts under which
revenue is recognised over time based on management’s
assessment of the percentage of completion of related
performance obligations.

The Group also has product sales (Clippings/Bundles) that
are recognised evenly over time. The actual consumption of
these products, by the customer, may vary materially from the
straight-line revenue which underpins the revenue recognition,
we have identified the risk of recognising revenue in an
incorrect period as a key audit matter.

Our response
Our audit procedures over revenue recognition included
general procedures on the methodology adopted and the
related control environment, in addition to substantive testing.

General procedures included, but were not limited to:

• reviewing the methodology applied in relation to revenue

recognition for services provided under contractual
arrangements; and

• assessing the design and implementation of controls that
we considered to be key in the determination of revenue
to be recognised.

Substantive procedures included, but were not limited to:

• for a sample of consultancy contracts, assess the
appropriateness of the percentage of completion
used to determine revenue recognition, by reference to
deliverables/outputs provided to the customer and the
related contractual terms and obligations;

• for a sample of clippings sales contracts, where

revenue is recognised evenly over the contract period,
review both the contract value and term and agree to
signed contracts, and recalculate both recognition and
deferral of revenue; and

• for a sample of clippings sales contracts, recalculate the
revenue recognition based on actual usage data and
compare to the revenue recognised under the straight-line
assumption to determine whether revenue recognised is
appropriately recognised.

Our observations
The methodology used in determining the recognition and
deferral of revenue was appropriate. Based on the audit
procedures, we have not identified material misstatements in the
level of revenue recognised in the financial statements.

Impairment of intangible assets, including goodwill
The Group’s policy on impairment of assets is set out under
‘Impairment of non-financial assets’ on page 113. The
Group’s commentary on the related accounting estimates is
set out under ‘Significant estimates’ on page 108.

Goodwill is not amortised, and requires an annual
impairment review. For other intangible assets, a full
impairment review is required in periods when the directors
identify an indicator of potential impairment. The directors
have concluded that the Group’s reported operating losses
represent such an indicator, and have therefore performed a
full impairment review on intangible assets.

Reflecting the uncertainty associated with certain
assumptions supporting the financial projections that underpin
the directors’ impairment review, we have identified the
impairment of intangible assets as a key audit matter.

Our response
Our audit procedures over the impairment of intangible assets
included general procedures on the methodology adopted
and the related controls, in addition to substantive testing:

General procedures included, but were not limited to:

• review of the methodology applied for the

impairment review, and

• consideration of the review and approval

processes adopted.

Substantive procedures included, but were not limited to:

• review the directors’ Board Paper on impairment, including

assessing the appropriateness of key assumptions
underlying management’s discounted cash flow (‘DCF’)
projections, such as revenue growth, cost savings,
and discount rate;

• review of the accuracy of the calculations in the

DCF projections;

• Mazars’ internal experts assessed the appropriateness of

assumptions used, such as the discount rate.

• review of the directors’ sensitivity analysis,

including consideration of the appropriateness of
sensitivities applied; and

• consideration of the related financial statement disclosures
to assess whether they are adequate and appropriate.

Our observations
The methodology used by the directors for the impairment
review of intangible assets is appropriate. Based on the
audit procedures, we consider that the directors’ assessment
that there is no required impairment of goodwill and
intangibles is reasonable.

Environmental, Social and Corporate Governance

Key audit matter

How our scope addressed this matter

Key audit matter

How our scope addressed this matter

Capitalisation of software development costs as
intangible assets
The Group’s accounting policy in respect of intangible assets
is set out in the accounting policy notes on ‘Intangible assets
– Goodwill’, ‘Intangible assets – Research and development
expenditure’, ‘Intangible assets – Database’, ‘Intangible assets –
Customer Relationships’, and ‘Intangible assets – Brand Values’
on pages 112 and 113.

Certain criteria, as stated in IAS 38 Intangible Assets, have to
be met for development costs to qualify for capitalisation. The
capitalisation of development costs is subject to management
judgement as to the technical and economic feasibility of project
completion, and the identification and allocation of related
internal and external costs, and has therefore been identified as
a key audit matter.

Our response
Our audit procedures over the capitalisation of development
costs included general procedures on the methodology adopted
and the related controls, in addition to substantive testing:

General procedures included, but were not limited to:

• review of the methodology applied for the identification
and quantification of development costs to be capitalised

Substantive procedures included, but were not limited to:

• on a sample basis, assess whether the criteria for
capitalisation of development costs were met;
• on a sample basis, assess amounts capitalised by

reference to supporting documentation; and

• consider the related financial statement disclosures to assess

whether they are adequate and appropriate.

Our observations
The methodology used by the directors for the capitalisation of
development expenditure is appropriate.

Business Combination of Isentia Group

The Group’s accounting policy for Business Combination
is set out in the accounting policy notes on “Business
Combinations” on page 110 and in the summary of
significant accounting policies on page 107.

Isentia Group Limited company size is far larger than
Access Intelligence Plc pre acquisition and the recognition
of acquired intangible assets is subject to management
judgement and estimates, therefore this has been identified as
a key audit matter.

Our response
Our audit procedures over the Business Combination of
Isentia Group Limited included general procedures on
the methodology adopted. We addressed this risk by
performance of following procedures:

• review of the third-party due diligence report management

used during the acquisition process.

• review the qualifications of the company used to ensure

they are a reputable business.

• review the technical Board Paper prepared by the CFO

and sent to the Board for approval. In particular, review the
details around the acquisition accounting therein to ensure
that the transaction was appropriately accounted for in
accordance with IFRS 3 Business Combinations.

• The Mazars’ internal valuations team was involve to assist
in audit of the purchase price allocation by challenging
the underlying model and data and ensuring that the
approach adopted was considered appropriate

Our observations
The methodology used and judgements made by the
Management for the acquisition accounting for the purchase
of Isentia Group Limited is appropriate.

Environmental, Social and Corporate Governance

Independent
auditors’ report

Our application of materiality
The scope of our audit was influenced by
our application of materiality. We set certain
quantitative thresholds for materiality. These,
together with qualitative considerations, helped
us to determine the scope of our audit and the
nature, timing and extent of our audit procedures
on the individual financial statement line items

and disclosures and in evaluating the effect
of misstatements, both individually and on the
financial statements as a whole. Based on
our professional judgement, we determined
materiality for the financial statements as a
whole as follows:

Overall materiality

£418,350

How we determined it

Rationale for benchmark applied

Performance materiality –
Group and Parent company

Reporting threshold –
Group and Parent company

The Group considers reported revenue to be a key performance
indicator, and revenue is frequently used to provide an indicator of
enterprise value in the software as a service (SaaS) sector.

We therefore consider Group reported revenue to be an appropriate
basis for determining materiality.

Company materiality has been based on total assets capped at
overall group materiality.

Having considered factors such as the Group’s AIM listing and
business combination, we determined materiality at 1.25% of Group
reported revenue for the year.

Company materiality has been based on total assets due to it being a
holding company.

We performed our audit procedures using a lower level of materiality
– termed ‘performance materiality’ – which is set to reduce to an
appropriate level the probability that the aggregate of uncorrected
and undetected misstatements in the financial statements exceeds
materiality for the financial statements as a whole. Performance
materiality of £292,845 was applied in the audit which represents
70% of overall materiality.

£12,551

We agreed with the Audit Committee that we would report to that
committee all identified corrected and uncorrected audit differences
in excess of this level, together with differences below that level that, in
our view, warranted reporting on qualitative grounds.

The range of financial statement materiality
across components, audited to the lower of
local statutory audit materiality and materiality
capped for Group audit purposes, was
between £42,000 and £136,000 being all
below Group financial statement materiality.

An overview of the scope of our audit
As part of designing our audit, we determined
materiality and assessed the risk of material
misstatement in the financial statements. In
particular, we looked at where the directors
made subjective judgements such as making
assumptions on significant accounting estimates.

We gained an understanding of the legal
and regulatory framework applicable to the
Group and Parent company, the structure of
the Group and the Parent company and the
industry in which it operates. We considered
the risk of acts that could be considered to be
contrary to applicable laws and regulations,
including fraud. We designed our audit
procedures to respond to those identified
risks, including non-compliance with laws and
regulations (irregularities) that are material to the
financial statements.

We focused on laws and regulations that
could give rise to a material misstatement in the
financial statements, including, but not limited
to, the Companies Act 2006. We tailored the
scope of our Group audit to ensure that we
performed sufficient work to be able to give
an opinion on the financial statements as a
whole. We used the outputs of a risk assessment,
our understanding of the Parent company
and the Group’s accounting processes and

controls and its environment and considered
qualitative factors in order to ensure that we
obtained sufficient coverage across all financial
statement line items.

Our tests included, but were not limited to,
obtaining evidence about the amounts and
disclosures in the financial statements sufficient
to give reasonable assurance that the financial
statements are free from material misstatement,
whether caused by irregularities including fraud,
review of minutes of directors’ meetings in the
year and enquiries of management.

The risks of material misstatement that had
the greatest effect on our audit, including
the allocation of our resources and effort,
are discussed under “Key audit matters”
within this report.

Our group audit scope included an audit of
the group and parent financial statements
of Access Intelligence Plc. Based on our risk
assessment, AIMediaData Limited, Access
Intelligence Media and Communications
Limited, ResponseSource Ltd and Fenix Media
Limited were subject to full scope audit and Face
US Inc was subjected to specific scope audit
procedures performed by the group audit team.
Isentia Pty Limited was subjected to full scope
audit procedures and Isentia Finance Pty Limited
and Isentia Limited (NZ) were subjected to
specific scope audit procedures performed by
component auditors. All remaining entities were
subject to limited review procedures carried out
by the group audit team.

Environmental, Social and Corporate Governance

Independent
auditors’ report

At the parent level we also tested the
consolidation process and carried out analytical
procedures to confirm our conclusion that there
were no significant risks of material misstatement
of the aggregated financial information.

Other information
The directors are responsible for the other
information. The other information comprises the
information included in the Annual report, other
than the financial statements and our auditor’s
report thereon. Our opinion on the financial
statements does not cover the other information
and, except to the extent otherwise explicitly
stated in our report, we do not express any form
of assurance conclusion thereon.

In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the audit or otherwise appears
to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine
whether there is a material misstatement in the
financial statements or a material misstatement
of the other information. If, based on the work
we have performed, we conclude that there is
a material misstatement of this other information,
we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, based on the work undertaken in
the course of the audit:

• the information given in the Strategic Report
and the Directors’ Report for the financial
year for which the financial statements
are prepared is consistent with the
financial statements; and

• the Strategic Report and the Directors’ Report
have been prepared in accordance with
applicable legal requirements.

Matters on which we are required to
report by exception
In light of the knowledge and understanding
of the Group and the Parent company and its
environment obtained in the course of the audit,
we have not identified material misstatements in
the Strategic Report or the Directors’ Report.

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

• adequate accounting records have not

been kept by the Parent company, or returns
adequate for our audit have not been
received from branches not visited by us; or

• the Parent company financial statements
are not in agreement with the accounting
records and returns; or

• certain disclosures of directors’ remuneration

specified by law are not made; or

• we have not received all the information and

explanations we require for our audit.

Responsibilities of Directors
As explained more fully in the directors’
responsibilities statement set out on page 80, the
directors are responsible for the preparation of
the financial statements and for being satisfied
that they give a true and fair view, and for
such internal control as the directors determine
is necessary to enable the preparation of
financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the
directors are responsible for assessing the
Group’s and the Parent company’s ability
to continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern basis of
accounting unless the directors either intend
to liquidate the Group or the Parent company
or to cease operations, or have no realistic
alternative but to do so.

Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.

A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at
www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.

Use of the audit report
This report is made solely to the Parent
company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken
so that we might state to the Parent company’s
members those matters we are required to state
to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to
anyone other than the Parent company and
the Parent company’s members as a body
for our audit work, for this report, or for the
opinions we have formed.

Jonathan Barnard
For and on behalf of Mazars LLP
Chartered Accountants and Statutory Auditor
Tower Bridge House
St Katharine’s Way
London
E1W 1DD
22 April 2022

Environmental, Social and Corporate Governance

Financial
Statements

Consolidated statement
of comprehensive income

Year ended 30 November 2021

Revenue

Cost of sales

Gross profit

Recurring administrative expenses

Adjusted EBITDA

Non-recurring administrative expenses

Share of loss of associate

Share-based payments

EBITDA

Depreciation of tangible fixed assets

Amortisation of right-of-use assets

Amortisation of intangible assets - internally generated

Amortisation of intangible assets - acquisition related

Operating loss

Financial income

Financial expense

Loss before taxation

Taxation credit

Loss for the year

Other comprehensive income

Items that will or may be reclassified to profit or loss

Exchange gains/(losses) arising on translation of foreign operations

Total comprehensive loss for the period attributable to the owners of
the Parent Company

Earnings per share

Basic loss per share

Diluted loss per share

Note

2021
£’000

33,296

(8,243)

25,053

(25,581)

(528)

(3,855)

(228)

(383)

(4,994)

(336)

(1,006)

(1,520)

(1,371)

(9,227)

(340)

(9,557)

842

(8,715)

309

(8,406)

2021

(8.73)p

2020
£’000

19,070

(5,314)

13,756

(13,070)

686

(2,479)

(160)

(107)

(2,060)

(228)

(645)

(1,162)

(1,280)

(5,375)

(377)

(5,746)

660

(5,086)

(8)

(5,094)

2020

(7.06)p

Financial Statements

Section TitleConsolidated statement
of financial position

At 30 November 2021

Non-current assets

Intangible assets

Investment in associate

Right-of-use assets

Property, plant and equipment

Deferred tax assets

Total non-current assets

Current assets

Trade and other receivables

Current tax receivables

Cash and cash equivalents

Total current assets

Total assets

Current liabilities

Trade and other payables

Accruals

Contract liabilities

Provisions

Lease liabilities

Total current liabilities

Non-current liabilities

Provisions

Lease liabilities

Deferred tax liabilities

Total non-current liabilities

Total liabilities

Net assets

Equity

Share capital

Treasury shares

Share premium account

Capital redemption reserve

Share option reserve

Foreign exchange reserve

Other reserve

Retained earnings

Total equity attributable to the equity holders of the Parent Company

Note

2021
£’000

63,234

716

3,538

1,080

4,144

72,712

13,695

1,346

13,456

28,497

101,209

7,735

6,888

12,144

537

2,184

29,488

372

2,187

8,153

10,712

40,200

61,009

6,528

(148)

74,419

395

901

309

502

(21,897)

61,009

2020
£’000

15,732

2,329

496

18,632

5,976

548

1,403

7,927

26,559

4,412

1,209

8,122

558

14,301

213

2,441

520

3,174

17,475

9,084

3,757

(148)

17,242

395

518

502

(13,182)

9,084

Financial Statements

J Arnold
Director

Financial Statements
Section Title

The consolidated financial statements were approved and
authorised for issue by the Board of directors on 22 April 2022
and signed on its behalf by

The notes on pages 106 to 142 form part of these
financial statements.

Consolidated statement
of changes in equity

Year ended 30 November 2021

Share
capital
£’000

Treasury
shares
£’000

Share
premium
account
£’000

Capital
redemption
reserve
£’000

Share
option
reserve
£’000

Foreign
exchange
reserve
£’000

At 1 December 2019

3,961

(148)

17,242

191

411

Loss for the year

Other comprehensive
loss for the year

Repurchase
of share capital

Share-based payments

(204)

At 30 November 2020

3,757

(148)

17,242

Loss for the year

Other comprehensive
income for the year

Issue of share capital

2,771

Share-based payments

57,177

204

395

At 30 November 2021

6,528

(148)

74,419

395

107

518

383

901

Other
reserve
£’000

Retained
earnings
£’000

Total
£’000

502

(8,088)

14,071

(5,086)

(8)

107

502

(13,182)

9,084

(8,715)

309

59,948

383

309

502

(21,897)

61,009

100 Financial Statements

Financial Statements

101

Section TitleShare capital and share premium account
When shares are issued, the nominal value of the shares
is credited to the share capital reserve. Any premium paid
above the nominal value is taken to the share premium
account. Access Intelligence plc shares have a nominal
value of 5p per share. Directly attributable transaction costs
associated with the issue of equity investments are accounted
for as a reduction from the share premium account.

Treasury shares
The returned shares are held in treasury and attract no
voting rights. The return of shares has been accounted for in
accordance with IAS 32 ‘Financial instruments: Presentation’
such that the instruments have been deducted from equity
with no gain or loss recognised in profit or loss. The balance
on this reserve represents the cost to the group of the
treasury shares held.

Share option reserve
This reserve arises as a result of amounts being recognised in
the consolidated statement of comprehensive income relating
to share-based payment transactions granted under the
Group’s share option scheme. The reserve will fall as share
options vest and are exercised over the life of the options.

Capital redemption reserve
This reserve arises as a result of keeping with the doctrine
of capital maintenance when the Company purchases and
redeems its own shares. The amounts transferred into/out

from this reserve from a purchase/redemption is equal to the
amount by which share capital has been reduced/increased,
when the purchase/redemption has been financed wholly
out of distributable profits, and is the amount by which the
nominal value exceeds the proceeds of any new issue of
share capital, when the purchase/redemption has been
financed partly out of distributable profits.

Foreign exchange reserve
This reserve comprises of gains and losses arising on
retranslating the net assets of overseas operations into sterling.

Other reserve
This reserve arises as a result of the difference between the
fair value and the nominal value of consideration shares
issued on acquisition for which merger relief is taken under
S612 of the Companies Act 2006.

Retained earnings
The retained earnings reserve records the accumulated profits
and losses of the Group since inception of the business. Where
subsidiary undertakings are acquired, only profits and losses
arising from the date of acquisition are included.

102 Financial Statements

103

SectionConsolidated statement
of cash flow

Year ended 30 November 2021

Loss for the year

Adjusted for:

Taxation

Financial expense

Financial income

Depreciation and amortisation

Share based payments

Share of loss of associate

Operating cash outflow before changes in working capital

(Increase)/decrease in trade and other receivables

Increase in trade and other payables

Increase in contract liabilities

Decrease in provisions

Net cash (outflow)/inflow from operations before taxation

Taxation (paid)/received

Net cash (outflow)/inflow from operations

Cash flows from investing

Interest received

Acquisition of property, plant and equipment

Acquisition of software licenses and other intangible assets

Cost of software development

Additional investment in associate

Loan to associate

Acquisition of Isentia

Net cash outflow from investing

Cash flows from financing

Interest paid

Drawdown of bank loans and other loans

Repayment of bank loans and other loans

Lease liabilities paid

Issue of shares

Costs associated with share issue

Net cash inflow/(outflow) from financing

Net increase/(decrease) in cash and cash equivalents

Opening cash and cash equivalents

Exchange gains on cash and cash equivalents

Closing cash and cash equivalents

The notes on pages 106 to 142 form part of these financial statements.

Note

11,13,17

2021
£’000

(8,715)

(842)

340

(10)

4,233

383

228

(4,383)

(938)

1,426

1,830

(9)

(2,074)

(305)

(2,379)

(106)

(83)

(3,428)

(887)

(39,744)

(44,238)

(350)

2,000

(2,000)

(952)

61,465

(1,517)

58,646

12,029

1,403

13,456

2020
£’000

(5,094)

(660)

377

(6)

3,315

107

160

(1,801)

1,764

1,121

187

1,271

987

2,258

(128)

(58)

(1,973)

(100)

(2,253)

(377)

(23)

(203)

(603)

(598)

2,001

1,403

104 Financial Statements

Financial Statements

105

Section TitleNotes to the consolidated
financial statements

1. General information

Access Intelligence Plc (‘the Company’) and its subsidiaries
(together the ‘Group’) provides advanced tools and human
insight to give brands, agencies and organisations the power
to anticipate, react and adapt.

2. Accounting policies

The principal accounting policies applied in the preparation
of these financial statements are set out below.

These policies have been applied consistently to all the years
presented, unless otherwise stated.

Basis of preparation
The financial statements have been prepared in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006. The consolidated
financial statements have been prepared under the historical
cost convention and on a going concern basis.

The preparation of financial statements in conformity with
IFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the
process of applying the Group’s accounting policies.

Going concern
The Strategic Report on page 22 and opening pages to
the annual report discuss Access Intelligence’s business
activities and headline results, together with the financial
statements and notes which detail the results for the year, net
current liability position and cash flows for the year ended
30 November 2021.

The Board has further considered three year financial
forecasts, which included detailed 19-month cash flow
forecasts from the date of signing the accounts. These
forecasts contained assumptions around new business
and upsell being reduced by 20% and renewal rates also
decreasing by 5% compared to expected levels, whilst

The Company is a public limited company under the
Companies Act 2006 and is listed on the AIM market
of the London Stock Exchange and is incorporated and
domiciled in the UK. The address of the Company’s
registered office is provided in the Directors and Advisers
page of this Annual Report.

only minimal cost reduction initiatives were assumed. These
assumptions are expected to result in a 2% reduction in
FY22 revenue and a 4% reduction in FY23 revenue, with a
4% reduction in FY22 EBITDA and a 33% reduction in FY23
EBITDA. The results of these adverse forecasts confirm that
the Group will be able to continue to operate for at least 12
months from the date of this report. The Board considers the
assumptions used therein to be reasonable and reflective of
the long-term ‘software as a service’ contracts and contracted
recurring revenue.

The Group meets its day to day working capital requirements
through its cash balance but also maintains relationships
with a number of financial institutions and believes that,
should it be required, it would be able to put in place an
appropriate working capital facility. It did not have a bank
loan or overdraft at the year-end and had a net cash
balance of £13,456,000.

As at the date of this report, the directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the financial statements.

Significant judgements in applying the Group’s
accounting policies
The areas where the Board has made critical judgements
in applying the Group’s accounting policies (apart
from those involving estimations which are dealt with
separately below) are:

106 Financial Statements

Financial Statements

107

a. Recognition of deferred tax assets
Judgement is applied in the assessment of deferred tax
assets in relation to losses to be recognised in the financial
statements. As the Group has not been generating taxable
profits for the last few years, the Board has judged that
deferred tax assets should only be recognised to the extent
that they offset a deferred tax liability. At 30 November 2021,
the Group recognised a deferred tax asset of £4,144,000
(2020: £18,000) and a deferred tax liability of £8,153,000
(2020: £520,000). See Note 21 for further detail.

b. Capitalisation of development costs
Management applies judgement when determining the value
of development costs to be capitalised as an intangible asset
in respect of its product development programme. Judgements
include the technical feasibility, intention and availability of
resources to complete the intangible asset so that the asset
will be available for use or sale and assessment of likely future
economic benefits. During the year, the Group capitalised
£3,428,000 (2020: £1,973,000) of development costs. See
Note 11 for further detail.

c. Accounting for acquisitions
Management applies judgement in accounting for acquisitions,
including identifying assets arising from the application of IFRS
3 Business combinations, undertaking Purchase Price Allocation
exercises to allocate value between assets acquired, including
the allocation between intangible assets and goodwill. See
Note 6 for further detail.

to: legal and due diligence costs in respect of the acquisition
of Isentia and the evaluation of other potential acquisitions
of £3,529,000; and migration and integration costs in
respect of the Isentia acquisition of £264,000. See Note 5
for further detail.

f. Research and Insights revenue
Judgement is required to assess the proportion of revenue
to recognise for Research and Insights contracts based on
milestones completed. Estimates of the extent of progress
towards completion are revised if circumstances change
with changes to estimated revenues being recognised in the
period in which the circumstances which give rise to revision
become known to management.

g. Control of associates
The Group holds a 21.4% stake in Track Record Holdings
Limited. Management has applied judgement in assessing
that the Group has significant influence over this company
and it is therefore appropriate to treat Track Record Holdings
Limited as an associate. On the basis that the Group has
appointed a director to the board of Track Record Holdings
Limited, it has been assessed that the Group has significant
influcence but not control over the company and therefore
its is appropriate to treat Track Record Holdings Limited
as an associate.

Significant estimates in applying the Group’s
accounting policies

d. Identification of cash generating units for goodwill

impairment testing

The areas where the Board has made significant estimates and
assumptions in applying the Group’s accounting policies are:

Judgement is applied in the identification of cash-generating
units (“CGUs”). The Directors have judged that the primary
CGUs used for impairment testing should be: EMEA & NA,
comprising AIMediaData Limited, Access Intelligence Media
and Communications Limited, ResponseSource Ltd, Vuelio
Australia Pty Limited, Fenix Media Limited and Face US Inc;
and APAC, comprising the acquired Isentia entities. See Note
11 for further detail.

a. Valuation of acquired intangible assets
Acquisitions may result in the recognition of intangible assets,
such as brand value, customer relationships, databases
and software platforms. These assets are valued using a
discounted cash flow model or a relief from royalty method.
In applying these valuation methods, a number of key
assumptions are made in respect of discount rates, growth
rates, royalty rates and the estimated life of intangibles. During
the current year, such estimates were made in respect of the
Isentia acquisition. See Note 11 for further detail.

b. Carrying value of goodwill
The Group uses forecast cash flow information and estimates

of future growth to assess whether goodwill is impaired. Key
assumptions include the EBITDA margin allocated to each
CGU, the growth rate to perpetuity and the discount rate. If
the results of an operation in future years are adverse to the
estimates used for impairment testing, impairment may be
triggered at that point. Further details, including sensitivity
testing, are included within Note 11.

c. Expected credit losses
Under the IFRS 9 simplified approach, an expected credit loss
provision is calculated by segmenting debtors into categories
and estimating a credit loss risk percentage for each category.
Using this approach, a provision of £637,000 was estimated
at 30 November 2021. See Note 14 for further detail.

d. Share-based payment charges
Under IFRS 2, a share-based payments charge must be
recognised in respect of share options issued in the current
and prior year. Estimates included within the calculation of the
share-based payments charge include those around volatility,
risk free rates, dividend yields, staff turnover and early
exercise behaviour. See Note 23 for further detail.

New standards and interpretations
The adoption of the following mentioned amendments
in the current year have not had a material impact on
the Group’s/Company’s financial statements.

• Amendments to References to Conceptual Framework

in IFRS Standards

• Definition of a Business (Amendments to IFRS 3)
• Definition of Material (Amendments to IAS 1 and IAS 8)
• Interest Rate Benchmark Reform (Amendments to IFRS 9,

IAS 39 and IFRS 7)

• COVID-19-Related Rent Concessions

(Amendment to IFRS 16)

New standards, amendments and interpretations
issued but not yet effective
The standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt
these standards, if applicable, when they become effective.

• Interest Rate Benchmark Reform Phase 2 (Amendments to

IFRS 9, IAS 29, IFRS 7, IFRS 4, and IFRS 16)
• References to the Conceptual Framework

(Amendments to IFRS 3)

• Proceeds before intended use (amendments to IAS 16)
• Onerous Contracts - Cost of Fulfilling a Contract

(Amendments to IAS 37)

• Annual Improvements to IFRS Standards 2018-2020
Cycle (Amendments to IFRS 1, IFRS 9, IFRS 16, IAS 41)

• Insurance Contracts
• Extension of the Temporary Exemption from Applying IFRS

9 (Amendments to IFRS 4)

• Classification of Liabilities as Current or Non-current

(Amendments to IAS 1)

It is not anticipated that these standards will have a material
impact on the Group’s/Company’s financial statements.

Basis of consolidation
The Group financial statements comprise the financial
statements of the Company and all of its subsidiary
undertakings made up to the financial year-end. Subsidiaries
are entities that are controlled by the Group. The company
controls an investee if all three of the following elements are
present: power over the investee, exposure to variable returns
from the investee, and the ability of the investor to use its power
to affect those variable returns. Control is reassessed whenever
facts and circumstances indicate that there may be a change
in any of these elements of control. The financial statements
of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date
that control ceases.

The results of subsidiary undertakings acquired or disposed
of in the year are included in the Group statement of
comprehensive income from the effective date of acquisition
or to the effective date of disposal. Accounting policies are
consistently applied throughout the Group. Inter-company
balances and transactions have been eliminated. Material
profits from inter-company sales, to the extent that they are not
yet realised outside the Group, have also been eliminated.

Where the Group has the power to participate in (but not control)
the financial and operating policy decisions of another entity,
it is classified as an associate. Investments in associates are

108

Financial Statements

109

accounted for using the equity method of accounting after initially
being recognised at cost.

Under the equity method of accounting, the Group’s
investments in associates are initially recognised at cost
and adjusted thereafter to recognise the Group’s share of
post-acquisition profits and losses and other comprehensive
income in the consolidated statement of profit and loss
and other comprehensive income. Dividends received or
receivable from associates are recognised as a reduction in
the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted
investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Group does
not recognise further losses unless it has incurred obligations
or made payments on behalf of the other entity.

acquisition of those operations, are translated at the rate
ruling at the reporting date. Exchange differences arising on
translating the opening net assets at opening rate and the
results of overseas operations at actual rate are recognised in
other comprehensive income and accumulated in the foreign
exchange reserve.

Exchange differences arising on the settlement of monetary
items, and on the retranslation of monetary items, are charged
to the consolidated statement of comprehensive income.

Business combinations
In accordance with IFRS 3 “Business Combinations”, the fair
value of consideration paid for a business combination is
measured as the aggregate of the fair values at the date of
exchange of assets given and liabilities incurred or assumed in
exchange for control.

Unrealised gains on transactions between the Group and its
associates are eliminated to the extent of the Group’s interest
in these entities. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the
asset transferred. Accounting policies of equity accounted
investees have been changed where necessary to ensure
consistency with the policies adopted by the Group.

Foreign currency translation
The individual financial statements of each Group company
are presented in the currency of the primary economic
environment in which it operates (its functional currency).

At each reporting date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items that are
measured in terms of historical cost in a foreign currency are
not retranslated.

The assets, liabilities and contingent liabilities of the acquired
entity are measured at fair value as at the acquisition date. When
the initial accounting for a business combination is determined, it
is done so on a provisional basis with any adjustments to these
provisional values made within 12 months of the acquisition date
and are effective as at the acquisition date.

To the extent that deferred consideration is payable as part
of the acquisition cost and is payable after one year from the
acquisition date, the deferred consideration is discounted at
an appropriate interest rate and, accordingly, carried at net
present value in the consolidated balance sheet. The discount
component is then unwound as an interest charge in the
consolidated statement of comprehensive income over the life
of the obligation.

Where a business combination agreement provides for an
adjustment to the cost of a business acquired contingent on
future events, the Group accrues the fair value of the additional
consideration payable as a liability at acquisition date. This
amount is reassessed at each subsequent reporting date with
any adjustments recognised in the consolidated statement of
comprehensive income.

On consolidation, the results of overseas operations are
translated into Sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities
of overseas operations, including goodwill arising on the

If the business combination is achieved in stages, the
fair value of the acquirer’s previously held equity interest
in the acquiree is remeasured at the acquisition date
through the consolidated statement of comprehensive

income. Transaction costs are expensed to the statement of
comprehensive income as incurred.

Acquisition related expenses include contingent
consideration payments agreed as part of the acquisition
and contractually linked to ongoing employment as well
as business performance (Acquisition-related employment
costs). Acquisition-related employment costs are accrued
over the period in which the related services are received
and are recorded as exceptional costs.

Revenue
Revenue represents the amounts derived from the provision
of goods and services, stated net of Value Added Tax. The
methodology applied to income recognition is dependent
upon the goods or services being supplied.

In respect of income relating to annual or multi-year service
contracts and/or hosted services which are invoiced in
advance, it is the Group’s policy to recognise revenue on
a straight-line basis over the period of the contract. The full
value of each sale is credited to Contract Liabilities when
invoiced to be released to the statement of comprehensive
income in equal instalments over the contract period.

During the course of a customer’s relationship with the Group,
their system may be upgraded. These upgrades can be
separated into two distinct types:

• Specific upgrades, i.e. moving from an old legacy system
to one of the Group’s latest products. This would require
the migration of the customer’s data from the old system
and the set-up of their new system; and

• Non-specific upgrades, i.e. enhancements to customers’
systems as a result of internal development effort to
improve the stability or functionality of the platform
for all customers.

Customers do not have a contractual right to non-specific
upgrades and therefore, the provision of these non-specific
upgrades are accounted for as part of the related service
contract as explained above.

For specific upgrades, customers are required to purchase
these separately through signing a new contract which sets
out the one-off professional service fee for the upgrade

to cover migration costs and any increase in their annual
subscription fee. The provision of this specific upgrade is
therefore, accounted for as a separate service contract as
explained above.

The Group does not have any further obligations that it would
have to provide for under the subscription arrangements.

In respect of income derived from the provision of research
and insights projects, which are based on fixed price
contracts with specified performance obligations and for
which customers are invoiced based on a payment schedule
over the term of the contract, it is the Group’s policy to
recognise revenue over time to reflect the benefit received by
the customer. The proportion of revenue recognised is based
on milestones completed as appropriate to the contract,
such as the delivery of insight reports to a customer. Estimates
of the extent of progress towards completion are revised if
circumstances change with changes to estimated revenues
being recognised in the period in which the circumstances
which give rise to revision become known to management.

The Group does not have any further obligations that it would
have to provide for under its arrangements for provision of
research and insights projects.

Cost of sales
Cost of Sales comprises third party costs directly related to the
provision of services to customers.

Government grants
Government grants are recognised in line with IAS 20,
which allows the grant to be shown as a deduction in
reporting the related expense. As the grant relates to the
Governments furlough scheme, the grants have been shown
as a deduction from employee expenses.

Leases
All leases are now considered under IFRS 16. A right of use
asset and lease liability are recognised in the Consolidated
Statement of Financial Position. The right of use asset is
amortised on a straight-line basis to the consolidated
statement of comprehensive income. Lease liabilities
increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease
payments made. The interest expense is recognised in the

110

Financial Statements

111

consolidated statement of comprehensive income.

Finance income and finance expenses
Finance income and finance expenses are recognised
in profit or loss as they accrue, using the effective interest
method. Finance income relates to interest income on the
Group’s bank account balances.

Interest payable comprises interest payable or finance
charges on loans classified as liabilities.

Dividend distributions
Dividend distributions are recognised as transactions with
owners on payment when liability to pay is established.

Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses.

Depreciation is charged to the consolidated statement of
comprehensive income on a straight-line basis over the
estimated useful lives of fixtures, fittings and equipment
taking into account any estimated residual value. The
estimated useful lives are as follows:

• Fixtures, fittings and equipment — 3–5 years
• Leasehold improvements — over the lease term

Intangible assets — Goodwill
Goodwill represents amounts arising on acquisition of
subsidiaries. Goodwill represents the difference between
the cost of the acquisition and the fair value of the net
identifiable assets and contingent liabilities acquired.
Identifiable intangible assets are those which can be sold
separately or which arise from legal rights regardless of
whether those rights are separable.

If the fair value of the net assets acquired is in excess of the
aggregate consideration transferred, the Group re-assesses
whether it has correctly identified all of the assets acquired
and all of the liabilities assumed and reviews the procedures
used to measure the amounts to be recognised at the
acquisition date. If the reassessment still results in an excess
of the fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised
in profit or loss.

Goodwill on acquisition of subsidiaries is included in intangible
assets. Goodwill is allocated to cash generating units and is not
amortised, but is tested annually for impairment.

Intangible assets — research and
development expenditure
Research costs are expensed as incurred. Development
expenditures on an individual project are recognised as
an intangible asset when the Group can demonstrate:

• the technical feasibility of completing the intangible asset

so that the asset will be available for use or sale;

• its intention to complete and its ability and intention to use

or sell the asset;

• how the asset will generate future economic benefits;
• the availability of resources to complete the asset; and
• the ability to measure reliably the expenditure

during development.

Following initial recognition of the development
expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated
impairment losses.

Amortisation of the asset begins from the date development
is complete and the asset is available for use, which may be
before first sale. It is amortised over the period of expected
future benefit. Amortisation is charged to the consolidated
statement of comprehensive income. During the period of
development, the asset is tested for impairment annually.

In 2021 there were fifteen (2020: seven) capitalised
development projects. The projects undertaken in the
current and prior year relate to the development of new
functionality within the Vuelio and Pulsar platforms. The
directors assessed the capitalisation criteria of its internally
generated material intangible assets through a review
of the output of the work performed, the specific costs
proposed for capitalisation, the likely completion of the
work and the likely future benefits to be generated from the
work. The directors assess the useful life of the completed
capitalised development projects to be five years from the
date of the first sale or when benefits begin to be realised
and amortisation will begin at that time.

Intangible assets — database
On acquisition of businesses in prior years, a fair
value was calculated in respect of the PR and media
contacts databases acquired. Subsequent expenditure
on maintaining this database is expensed as incurred.
Amortisation is calculated on a straight-line basis over the
estimated useful economic life of the database. It is the
directors’ view that this useful economic life is three years
based on the level of ongoing investment required to
maintain the quality of data in the database.

Intangible assets — customer relationships
On acquisition of businesses in the current and prior years,
a fair value was calculated in respect of the customer
relationships acquired. Amortisation is calculated on a
straight-line basis over the estimated useful economic life of
the customer relationships. It is the directors’ view that this
useful economic life is up to 14 years, based on known and
forecast customer retention rates.

Intangible assets — brand value
Acquired brands, which are controlled through custody or
legal rights and could be sold separately from the rest of
the Group’s businesses, are capitalised where fair value
can be reliably measured. The Group applies a straight-
line amortisation policy on all brand values. The conclusion
is that a realistic life for the brand equity would be up to
a ‘generation’ or 20 years. Where there is an indication
of impairment, the directors will perform an impairment
review by analysing the future discounted cash flows over
the remaining life of the brand asset to determine whether
impairment is required.

Software licences
Software licences include software that is not integral
to a related item of hardware. These items are stated at
cost less accumulated amortisation and any impairment.
Amortisation is calculated on a straight-line basis over
the estimated useful economic life. Although perpetual
licences are maintained under support and maintenance
agreements, a useful economic life of five years has
been determined.

Impairment of non-financial assets
An impairment loss is recognised whenever the carrying
amount of an asset or its cash-generating unit exceeds its

recoverable amount. Impairment losses are recognised in the
profit or loss within non-recurring admin expenses.

Impairment losses recognised in respect of cash-generating
units are allocated first to the carrying amount of the
goodwill allocated to that cash-generating unit and then to
the carrying amount of the other assets in the unit on a pro
rata basis, applied in priority to non-current assets ahead
of more liquid items. A cash-generating unit is the smallest
identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other
assets or groups of assets.

Reversals of impairment
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed
when there is an indication that the impairment loss may no
longer exist and there has been a change in the estimates
used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation,
if no impairment loss had been recognised.

Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value
through other comprehensive income (FVTOCI) or fair
value through profit or loss (FVTPL). The measurement basis
is determined by reference to both the business model for
managing the financial asset and the contractual cash flow
characteristics of the financial asset. The group’s financial
assets comprise of trade and other receivables and cash and
cash equivalents.

Trade receivables
Trade receivables are measured at amortised cost and are
carried at the original invoice amount less allowances for
expected credit losses.

Expected credit losses are calculated in accordance with the
simplified approach permitted by IFRS 9, using a provision
matrix applying lifetime historical credit loss experience to
the trade receivables. The expected credit loss rate varies
depending on whether, and the extent to which, settlement
of the trade receivables is overdue and it is also adjusted

112

Financial Statements

113

as appropriate to reflect current economic conditions and
estimates of future conditions. For the purpose of determining
credit loss rates, customers are classified into groupings
that have similar loss patterns. The key drivers of the loss
rate are the aging of the debtor, the geographic location
and the company sector (public vs private). When a trade
receivable is determined to have no reasonable expectation
of recovery it is written off, firstly against any expected
credit loss allowance available and then to the statement of
comprehensive income.

Deferred and accrued income
The Group’s customer contracts include a diverse range of
payment schedules dependent upon the nature and type of
services being provided. The Group often agrees payment
schedules at the inception of long-term contracts under which
it receives payments throughout the term of contracts. These
payment schedules may include progress payments as well
as regular monthly or quarterly payments for ongoing service
delivery. Payments for transactional services may be at
delivery date, in arrears or in advance.

Subsequent recoveries of amounts previously provided for
or written off are credited to the statement of comprehensive
income. Long-term receivables are discounted where the
effect is material.

Cash and cash equivalents
Cash held in deposit accounts is measured at amortised cost.

Financial liabilities
The Group’s financial liabilities consist of trade payables, loans
and borrowings, and other financial liabilities. Trade payables
are non-interest bearing. Trade payables initially recognised
at their fair value and subsequently measured at amortized
cost. Loans and borrowings and other financial liabilities, which
include the liability component of convertible redeemable loan
notes, are initially measured at fair value, net of transaction
costs, and are subsequently measured at amortised cost using
the effective interest rate method. Interest expense is measured
on an effective interest rate basis and recognised in the
statement of comprehensive income over the relevant period.

Provisions
Provisions are recognised when there is a present obligation
(legal or constructive) as a result of a past event, it is
probable that the obligation will be required to be settled,
and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the
best estimate of the consideration required to settle the
present obligation at the end of the reporting period, taking
into account the risks and uncertainties surrounding the
obligation. Provisions are discounted when the time value of
money is material.

A contract liability is the obligation to transfer goods or
services to a customer for which the Group has received
consideration (or an amount of consideration is due) from the
customer. If a customer pays consideration before the Group
transfers goods or services to the customer, a contract liability
is recognised when the payment is made or the payment is
due (whichever is earlier). Contract liabilities are recognised
as revenue when the Group performs under the contract. The
aggregate amount is disclosed in Note 18.

Where payments made are less than the revenue recognised
at the period end date, the Group recognises an accrued
income contract asset for this difference. At each reporting
date, the Group assesses whether there is any indication
that accrued income assets may be impaired by considering
whether the revenue remains highly probable and that no
revenue reversal will occur. Where an indicator of impairment
exists, the Group makes a formal estimate of the asset’s
recoverable amount. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is impaired and is
written down to its recoverable amount.

Current and deferred income tax
The tax expense for the year comprises current and deferred
tax. Tax is recognised in the consolidated statement of
comprehensive income except to the extent that it relates
to items recognised directly in equity, in which case it is
recognised in equity.

Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.

Deferred tax is provided on temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting
nor taxable profit other than in a business combination,
and differences relating to investments in subsidiaries to the
extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or
substantively enacted at the reporting date.

The recognition of deferred tax assets is based upon
whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future, against which
the reversal of temporary differences can be deducted.
Recognition, therefore, involves judgement regarding
the future financial performance of the particular legal
entity or tax group in which the deferred tax asset has
been recognised.

Historical differences between forecast and actual taxable
profits have not resulted in material adjustments to the
recognition of deferred tax assets.

Share-based payments
The Group issues equity-settled share-based payments
to certain employees. These equity-settled share-based
payments are measured at fair-value at the date of the grant.
The fair value as determined at the grant date is expensed
on a straight-line basis over the vesting period, based on the
Group’s estimate of shares that will eventually vest.

Fair value is measured by use of the Monte Carlo method.
The charges to profit or loss are recognised in the subsidiary
employing the individual concerned.

Employee benefits
Individual subsidiaries of the Group operate defined contribution
pension schemes for their employees. The assets of the schemes
are not managed by the Group and are held separately from
those of the Group. The annual contributions payable are
charged to the statement of comprehensive income when they
fall due for payment.

3. Revenue

The Group’s revenue is primarily derived from the
rendering of services.

The Group’s revenue was generated from the
following territories:

United Kingdom

North America

Europe excluding UK

Australia and New Zealand

Asia

Rest of the world

2021
£’000

19,073

1,987

1,201

8,145

2,374

516

33,296

2020
£’000

16,168

1,481

836

163

385

19,070

114

Financial Statements

115

2020
The segment information for the year ended 30 November 2020, is as follows:

EMEA & NA
£’000

APAC
£’000

External revenue

Adjusted EBITDA

Non-recurring costs

Share of loss of associate

Share-based payments

Depreciation and amortisation

Financial income

Financial expense

Taxation

Profit / (Loss) After Tax

Reportable segment assets

Reportable segment liabilities

Other information: Additions to intangible assets

Other information: Additions to property, plant and equipment

Other information: Investment in associate - equity method

19,070

686

(2,479)

(160)

(107)

(3,315)

(377)

660

(5,086)

26,559

(17,475)

2,031

128

Total
£’000

19,070

686

(2,479)

(160)

(107)

(3,315)

(377)

660

(5,086)

26,559

(17,475)

2,031

128

4. Segment reporting

Segment information is presented in respect of the Group’s
operating segments which are based upon the Group’s
management and internal business reporting.

Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated
on a reasonable basis. Unallocated items comprise mainly
head office expenses.

Operating segments
The Group operating segments have been decided upon
according to the geographic markets in which they operate
being the information provided to the Chief Executive
Officer and the Board.

EMEA & NA covers the United Kingdom, Europe
and North America.

No single customer generates more than 10% of the
Group’s revenue.

APAC covers Australia, New Zealand and South East Asia.

2021
The segment information for the year ended 30 November 2021, is as follows:

External revenue

Adjusted EBITDA

Non-recurring costs

Share of loss of associate

Share-based payments

Depreciation and amortisation

Financial income

Financial expense

Taxation

Profit / (Loss) After Tax

Reportable segment assets

Reportable segment liabilities

Other information: Additions to intangible assets

Other information: Additions to property, plant and equipment

Other information: Investment in associate - equity method

EMEA & NA
£’000

23,000

(1,595)

(715)

(228)

(335)

(3,359)

(324)

558

(5,988)

60,859

(18,579)

2,620

716

APAC
£’000

10,296

1,067

(3,140)

(48)

(874)

(16)

284

(2,727)

40,350

(21,621)

891

Total
£’000

33,296

(528)

(3,855)

(228)

(383)

(4,233)

(340)

842

(8,715)

101,209

(40,200)

3,511

106

716

116

Financial Statements

117

5. Operating loss

Operating loss is stated after charging:

Employee benefit expenses

Depreciation of property, plant and equipment

Amortisation of right-of-use assets

Amortisation of development costs

Amortisation of acquired software platforms

Amortisation of brand values

Amortisation of software licences

Amortisation of database

Amortisation of customer list

Loss on foreign currency translation

Non-recurring items (see below)

Auditor's remuneration (see below)

Research and development and other technical expenditure
(a further £3,428,000 (2020: £1,973,000) was capitalised)

Increase in expected credit loss provision

The non-recurring costs are made up of the following:

Non-recurring migration and integration costs

Office relocation costs

Acquisition and due diligence related costs

Compensation and notice payments — all staff

Non-recurring legal costs

Other

Auditor’s remuneration is further analysed as:

Fees payable to the Company's auditor for the audit of the Company’s annual accounts

The audit of the Company's subsidiaries, pursuant to legislation

Tax services

Other Advisory

118

Financial Statements

2021
£’000

18,238

336

1,006

1,464

846

128

306

3,855

261

1,676

2021
£’000

264

3,529

124

(62)

3,855

2021
£’000

168

261

2020
£’000

12,547

228

645

1,100

845

100

220

2,479

128

1,357

310

2020
£’000

756

1,269

445

2,479

2020
£’000

128

6. Business combinations during the period

Isentia
On 1 September 2020, the Group completed the
acquisition of the Isentia Group. The acquisition was
effected by a Court approved scheme of arrangement
between Isentia and Isentia Shareholders (other than
Excluded Isentia Shareholders) under Part 5.1 of the
Corporations Act.

In addition to and separately from the Scheme, on 15
June 2021 Vuelio Australia Pty Ltd and Spheria Asset
Management Pty entered into a share purchase agreement
whereby Vuelio Australia Pty Ltd agreed to purchase
39,708,447 fully paid ordinary shares in Isentia Group
Limited from Spheria Asset Management Pty for an
aggregate purchase price of AUD$6,949,000.

On 1 September 2021, the Group acquired the entire
remaining share capital of the Isentia Group for an
aggregate purchase price of AUD$28,700,000.

The Board believe that the Enlarged Group will benefit
from greater scale, a superior product offering and greater
geographic reach as well as being able to benefit from
business synergies available from a combination of Access
Intelligence and Isentia.

In the three-month period that Isentia was owned by the
Group, it contributed revenue of £10,215,000 and a loss
after tax of £2,198,000. Had Isentia been included within the
Group’s results since 1 December 2020, total Group revenue
for 2021 would have been £67,698,000, and total Group loss
after tax would have been £9,221,000.

Identifiable assets acquired and liabilities assumed
The following table summarises the recognised amounts
of assets acquired and liabilities assumed at the date
of acquisition.

Book Value

Adjustment

AU$’000

Fair Value

AU$’000

Fair Value

£’000

Intangible assets

70,454

(70,454)

Non-contractual customer lists and relationships

Brand

Software

Property, plant and equipment

Right of Use Asset

Deferred tax

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Accruals

Provisions

Deferred revenue

Lease liabilities

Total net assets

1,517

4,341

1,492

13,095

6,122

(7,251)

(6,599)

(1,317)

(4,421)

(4,546)

72,887

18,784

1,471

10,980

(9,370)

295

(48,294)

18,784

1,471

10,980

1,517

4,341

(7,878)

13,095

6,122

(7,251)

(6,599)

(1,317)

(4,126)

(4,546)

24,593

9,980

781

5,834

806

2,306

(4,186)

6,957

3,253

(3,853)

(3,506)

(700)

(2,192)

(2,415)

13,065

An income approach was used to value
contractual customer lists and relationships, using a discount
factor of 10.8%. The useful life has been estimated at 14 years.

The software was valued by using a relief from royalty
approach, based on a royalty rate of 4.0% and using
a discount factor of 10.8%. The useful life has been
estimated at 8 years.

Financial Statements

119

The brand was valued by using a relief from royalty
approach, based on a royalty rate of 0.5% and using
a discount factor of 10.8%. The useful life has been
estimated at 7 years.

Trade and other receivables include gross contractual
amounts due of £5,675,000, of which £Nil was expected to
be uncollectable at the date of acquisition.

Accruals and deferred income includes an amount of
£2,192,000 which relates to the fair value of contract
liabilities acquired. The fair value has been estimated based
on the value of contract liabilities relating to contracts
transferred, discounted in accordance with IFRS.

Fair value of consideration paid
The following table summarises the acquisition date fair value
of each major class of consideration transferred.

Purchase of shares (June)

Purchase of shares (completion)

Debt repayment

Transfer to restricted account

AU$’000

6,964

28,672

44,750

541

£’000

3,808

15,198

23,702

289

80,927

42,997

Acquisition related costs
The Group incurred acquisition related costs of £3,529,000
(2020: £1,269,000) on legal fees, due diligence costs and
stamp duty as it evaluated potential acquisition activities.
These costs have been included within ‘non-recurring
administrative expenses’.

Goodwill
Goodwill recognised on this acquisition represents the
difference between the consideration paid and the fair value
of the net assets acquired.

The goodwill recognised will not be deductible
for tax purposes.

The goodwill arising has been recognised as follows:

Consideration transferred

AU$'000

£’000

80,927

42,997

Fair value of identifiable net assets

24,593

13,065

Goodwill

56,334

29,932

7. Particulars of employees

The average number of persons (including directors)
employed by the Group during the year was:

Costs incurred in respect of these employees were:

Technical and support

Commercial

Finance and administration

2021

2020

271

411

204

Wages and salaries costs

Social security costs

Pension costs

Health insurance

Employee benefits

Compensation for loss of office

2021
£’000

15,894

1,359

866

2020
£’000

10,693

1,229

411

123

18,238

12,547

The compensation for loss of office charge of £8,000 (2020:
£123,000) relates to 1 employee (2020: 10) who was made
redundant during the year.

In the year, The Company received Government grants
relating to furloughed employees for £nil (2020: £316,493).

The reportable key management personnel are considered to
be comprised of the Company directors, the remuneration for
whose services during the year is detailed below.

Directors’ remuneration

Executive Directors

J Arnold

M Fautley

Non-Executive Directors

C Satterthwaite

M Jackson

C Pilling

J Hamer

K Puris

L Gilbert

S Vawda

Salaries
£

550,375

287,500

837,875

Fees
£

80,000

40,000

36,667

32,500

20,000

6,667

33,646

249,480

2021
£

550,375

287,500

80,000

40,000

36,667

32,500

20,000

6,667

33,646

2020
£

259,655

165,000

66,667

33,333

25,000

1,087,355

574,655

J Arnold received health insurance benefits during the year
of £3,075 (2020: £345). J Arnold received payments into a
personal retirement money purchase pension scheme during
the year of £31,000 (2020: £21,000).

M Fautley received health insurance benefits during the year
of £758 (2020: £463). M Fautley received payments into a
personal retirement money purchase pension scheme during
the year of £21,000 (2020: £14,000).

No other directors received any other benefits other than
those detailed above.

The number of directors at 30 November 2021 accruing
retirement benefits under money purchase schemes was
two (2020: two).

The interests of the directors in share options are detailed in
the Directors’ Report on page 76 of this report.

During the year, 118,807 options were granted to the Non-
Executive Directors with an exercise price of 0.05p per share.
The share-based payments charge during the year relating
to directors was £148,979 (2020: £42,777). Please refer
to the Directors’ Report on page 76 for detail of options
granted by director.

120

Financial Statements

121

8. Financial expense

Interest charge in respect of lease liabilities

Interest charged on non-convertible loan notes

Other interest

Total financial expense

9. Taxation

Current income tax

UK corporation tax credit for the year

Adjustment in respect of prior year

Foreign taxation

Total current income tax credit

Deferred tax (Note 21)

Origination and reversal of temporary differences

Adjustments in respect of prior periods

Effect of tax rate change on opening balance

Total deferred tax

Total tax credit

As shown below the tax assessed on the loss on ordinary
activities for the year is higher than (2020: higher than) the
standard rate of corporation tax in the UK of 19% (2020: 19%).

The differences are explained as follows:

Factors affecting tax credit

Loss on ordinary activities before tax

Loss on ordinary activities multiplied by effective rate of tax

Items not deductible for tax purposes

Adjustment in respect of prior years

Additional R&D claim CTA 2009

Deferred tax not recognised

Total tax credit

2021
£’000

(9,557)

(1,816)

1,025

(480)

(587)

1,016

(842)

2021
£’000

344

(10)

340

2020
£’000

366

377

2021
£’000

2020
£’000

(253)

(473)

476

(250)

(738)

(10)

156

(592)

(842)

(548)

(540)

(120)

(660)

2020
£’000

(5,746)

(1,092)

235

(8)

(236)

441

(660)

Factors that may affect future tax expenses
The corporation tax rate for the year ended 30 November 2021
was 19%. The corporation tax rate of 25% was enacted with
effect from 1 April 2023.

10. Earnings per share

The 4,076,238 shares subject to a buyback agreement
in respect of the Pulsar acquisition have been excluded
from the weighted average number of ordinary shares in
issue during the year and the prior year.

In 2021 and 2020 potential ordinary shares from the share
option schemes have an anti-dilutive effect due to the Group
being in a loss making position. As a result, dilutive loss per
share is disclosed as the same value as basic loss per share.

This has been computed as follows:

Numerator

(Loss) for the year and earnings used in basic EPS

Earnings used in diluted EPS

Denominator

Total

2021
£’000

(8,406)

Total

2020
£’000

(5,094)

Weighted average number of shares used in basic EPS (‘000)

96,237

72,180

Effects of:

Dilutive effect of options

Dilutive effect of loan note conversion

Weighted average number of shares used in diluted EPS (‘000)

Basic loss per share (pence)

Diluted loss per share for the year (pence)

N/A

96,237

(8.73)

N/A

72,180

(7.06)

The total number of options or warrants granted at
30 November 2021 of 7,329,687 (2020: 7,205,715),
would generate £4,028,439 (2020: £3,807,316) in
cash if exercised. At 30 November 2021, Nil options
(2020: Nil) were priced above the mid-market
closing price of 146.5p per share (2020: 89p per share)
and 7,329,687 (2020: 7,205,715) were below.

Of the 7,329,687 options and warrants at 30 November
2021, Nil (2020: Nil) staff options and 1,390,481 (2020:
1,429,832) warrants were eligible for exercising. The warrants
are priced at 27.5p per share held by Elderstreet VCT plc
and other individuals consequent to an initial investment in the
Company in October 2008.

122

Financial Statements

123

11. Intangible fixed assets

The carrying value and remaining amortisation period of
individually material intangible assets are as follows:

Development
costs and
acquired
software
platforms
£’000

Goodwill
£’000

Software
licences
£’000

Database
£’000

Customer
relationships
£’000

Cost

At 1 December 2019

Capitalised during the year

At 30 November 2020

Capitalised during the year

On acquisition

Foreign exchange movement

Brand
value
£’000

2,158

7,740

781

29,932

225

Total
£’000

20,940

2,031

Brand

Access Intelligence Media and Communications

ResponseSource

Pulsar

Isentia

1,290

1,952

22,971

Development costs and acquired software platforms

7,432

1,973

9,405

3,428

5,834

368

426

1,290

1,952

3,511

9,980

46,527

351

At 30 November 2021

2,945

37,897

18,712

509

1,290

12,007

73,360

Amortisation and impairment

At 1 December 2019

Charge for the year

At 30 November 2020

Charge for the year

Foreign exchange movement

At 30 November 2021

Net Book Value

729

100

829

128

957

1,837

1,945

3,782

2,310

(2)

259

346

1,104

1,194

868

220

1,088

306

(2)

4,797

2,442

7,239

2,891

(4)

6,090

402

1,285

1,392

10,126

At 30 November 2021

1,988

37,897

12,622

At 30 November 2020

1,329

7,740

5,623

107

10,615

63,234

864

15,732

Acquisition related intangibles
Brand value, Goodwill, Database, Customer relationships
and acquired software platforms are acquisition related
intangibles. Of the £2,310,000 (2020: £1,945,000)
amortisation charge on Development costs and acquired
software platforms, £846,000 (2020: £845,000) relates to
acquired software platforms, bringing the total amortisation
on acquisition related intangibles to £1,371,000 (2020:
£1,280,000). Amortisation on internally generated intangibles
totals £1,520,000 (2020: £1,162,000).

Access Intelligence Media and Communications — Vuelio Platform Development

AIMediaData — Vuelio Platform Development

ResponseSource — Platform Development

Pulsar — Platform Development

Isentia — Platform Development

Database

ResponseSource — PR & Media Contacts Database

Customer relationships

ResponseSource — Acquired Customer Relationships

Isentia — Acquired Customer Relationships

For the purposes of impairment testing, goodwill is allocated
to the Group’s CGUs which are the lowest level within the
Group at which goodwill is monitored.

The carrying value of goodwill allocated to CGUs
within the Group is:

Goodwill

EMEA & NA

APAC

2021
£’000

7,740

30,157

2020
£’000

7,740

Carrying amount Remaining amortisation period

2021
£’000

2020
£’000

2021
Years

2020
Years

540

259

431

758

3,755

695

1,593

6,578

739

9,876

600

274

455

3,565

989

1,066

864

124

Financial Statements

125

At the reporting date, impairment tests were undertaken
by comparing the carrying values of CGUs with their
recoverable amounts. The recoverable amounts of the
CGUs are based on value-in-use calculations.

These calculations use post-tax cash flow projections
covering a five-year period based on approved budgets and
forecasts in the first three years, followed by applying specific
growth rates for which the key assumptions in respect of
annual revenue growth rates range between 2.5% and 7.5%
from year 4 onwards, with a terminal value after year five.

The key assumptions used for value-in-use calculations are
those regarding revenue growth rates and discount rates
over the forecast period. Growth rates are based on past
experience, the anticipated impact of the CGUs significant
investment in research and development, and expectations
of future changes in the market.

The discount rate used for EMEA & NA CGU was 14%,
based on an assessment of the Group’s cost of capital and
on comparison with other listed technology companies. The
discount rate used for APAC CGU was 10.8% in line with
the weighted average cost of capital calculated as part of
the Isentia acquisition deal model.

The terminal growth rate used for the purposes of goodwill
impairment assessments was 2.5%. The Board considered
that no impairment to goodwill is necessary based on

the value-in-use reviews of EMEA & NA or APAC as the
value-in-use calculations exceeded the carrying values of
goodwill relating to those companies.

Sensitivity analysis has been performed on reasonably possible
changes in assumptions upon which recoverable amounts have
been estimated. Based on the sensitivity analysis, a reduction
of 40% in EBITDA delivered by EMEA & NA would result in the
carrying value of its goodwill and intangible assets being equal
to the recoverable amount. For APAC, a 23% reduction in
EBITDA would result in the carrying value of its intangible assets
being equal to the recoverable amount.

For EMEA & NA, a 10.8% percentage point increase in the
discount rate would result in the carrying value of goodwill
and intangible assets being equal to the recoverable amount.
For APAC, a 3.0% percentage point increase in the discount
rate would result in the carrying value of goodwill and
intangible assets being equal to the recoverable amount.

Other impairments
Other intangible assets are tested for impairment if indicators
of an impairment exist. Such indicators include performance
falling short of expectation.

The directors considered that there were no indicators
of impairment relating to the intangible fixed assets at
30 November 2021.

12. Investment in associate

Cost

At 1 December

Additions

At 30 November

Share of loss of associate and impairment

At 1 December

Share of loss of associate

At 30 November

Net Book Value

At 1 December

At 30 November

2021
£’000

2020
£’000

985

887

1,872

928

228

1,156

716

885

100

985

768

160

928

117

As part of the consideration for the disposal of AITrackRecord
Limited, the Group received a 20% shareholding in TrackRecord
Holdings Limited, a company registered in England and Wales.
The fair value of this shareholding based on the funding raised
by TrackRecord Holdings Limited was £625,000.

During the year, the Group’s share of the loss of TrackRecord
Holdings Limited was £228,000 (2020: £160,000). As the
Group applies the equity method of accounting for its investment
in TrackRecord Holdings Limited, the carrying value of investments
in associates is reduced by this share of loss at the year-end.

During the year, the Group invested a further £887,000 in
TrackRecord Holdings Limited, as part of a £3,000,000
fundraising round. This increased the Group’s overall
shareholding in TrackRecord Holdings Limited to 21.4%.

The shareholding in TrackRecord Holdings Limited is treated
as an investment in associate as the Group is not able to
exercise control over the company, but is able to exercise
significant influence over the company by way of its 21.4%
shareholding and through J Arnold being the Group’s
representative on the board of TrackRecord Holdings Limited.

During the year ended 30 November 2019, the Group
made available a loan facility of £100,000 to TrackRecord
Holdings Limited on an unsecured basis. The final repayment
date of the facility is November 2029 and interest is payable
at a rate of 10% on any amount drawn down. The full
£100,000 of this loan facility was drawn down during the
prior year. The loan has been treated as an addition to the
Group’s investment in TrackRecord Holdings Limited.

As part of the agreement, TrackRecord Holdings Limited paid
the Group a commitment fee of £2,000 in November 2019.
The total value drawn down by TrackRecord Holdings Limited
at 30 November 2021 was £100,000 (2020: £100,000).

126

Financial Statements

127

Summarised financial information for associate
The tables below provide summarised financial information
for TrackRecord Holdings Limited, an associate which
is considered material to the Group. The information

disclosed reflects the amounts presented in the financial
statements of TrackRecord Holdings Limited and not
Access Intelligence Plc’s share of those amounts.

13. Property, plant and equipment

Total current assets

Total non-current assets

Total current liabilities

Net assets/(liabilities)

Access Intelligence Plc share of net assets/(liabilities) (21.4%/20%)

Reconciliation to carrying amounts

Opening net assets 1 December

Loss for the period

Issue of new share capital

Net assets/(liabilities)

Summarised statement of comprehensive income

Revenue

Loss for the period

Other comprehensive income

Total comprehensive income

TrackRecord Holdings Limited
2021
£’000

TrackRecord Holdings Limited
2020
£’000

2,520

784

(1,603)

1,701

364

927

772

(1,911)

(212)

(42)

TrackRecord Holdings Limited
2021
£’000

TrackRecord Holdings Limited
2020
£’000

(212)

(1,087)

3,000

1,701

584

(796)

(212)

TrackRecord Holdings Limited
2021
£’000

TrackRecord Holdings Limited
2019
£’000

1,976

(1,087)

1,780

(796)

Cost

At 1 December 2019

Additions

Disposals

On adoption of IFRS 16

At 30 November 2020

Additions

Disposals

On Acquisition on business

Foreign exchange movement

At 30 November 2021

Depreciation and impairment

At 1 December 2019

Charge for the year

Disposals

On adoption of IFRS 16

At 30 November 2020

Charge for the year

Disposals

Foreign exchange movement

At 30 November 2021

Net Book Value

At 30 November 2021

At 30 November 2020

Fixtures, fitting
and equipment
£’000

Leasehold
improvements
£’000

595

116

(9)

702

106

(105)

592

1,334

277

158

(2)

433

226

(105)

587

747

269

865

(289)

588

(23)

214

788

299

(8)

361

110

(23)

455

333

227

Total
£’000

1,460

128

(9)

(289)

1,290

106

(128)

806

2,122

576

228

(2)

(8)

794

336

(128)

1,042

1,080

496

128

Financial Statements

129

14. Trade and other receivables

Current assets

Trade receivables

Less: provision for impairment of trade receivables

Trade receivables - net

Prepayments and other receivables

All trade receivables are reviewed by management and are
considered collectable. The ageing of trade receivables
which are past due and not impaired is as follows:

Days outstanding

31–60 days

61–90 days

91-180 days

Movements on the Group provision for impairment of trade
receivables are as follows:

At 1 December

Increase in provision

On acquisition of business

Write-offs in year

At 30 November

2021
£’000

10,003

(637)

9,366

4,329

13,695

2021
£’000

491

191

705

1,387

2021
£’000

185

569

(211)

637

2020
£’000

3,725

(185)

3,540

2,436

5,976

2020
£’000

487

209

581

1,277

2020
£’000

100

310

(225)

185

As in the prior year, the Group applies the IFRS 9 simplified
approach to measuring expected credit losses using a lifetime
expected credit loss provision to reflect the risk of default on
trade receivables. Default is defined as a situation in which a
customer does not pay amounts that it owes to the Group and
may occur due to a number of reasons, including the financial
health of the customer or where the customer disputes the
amount owed and it is not considered to be economical to
recover the amount through a legal process.

To calculate the credit loss provision, trade receivables have
been split into different categories along three lines: region,
aging and public/private sector. The expected loss rates
applied to these categories are as follows;

• Region - 0.5% to 3%
• Aging - 0.5% to 10%
• Public/Private - 0.5%/1.0%

The expected loss rates are based on the Group’s historical
credit losses experienced over the three year period prior to
the period end. The historical loss rates are then adjusted for
current and forward-looking information on macroeconomic
factors affecting the Group’s customers.

The creation and release of a provision for impaired
receivables has been included in ‘administrative expenses’
in the consolidated statement of comprehensive income.
Amounts charged to the allowance account are generally
written off, where there is no expectation of recovering
additional cash.

The other asset classes within trade and other receivables do
not contain impaired assets.

The maximum exposure to credit risk at the reporting date
is the carrying value of each class of receivable mentioned
above together with our cash deposits totalling £13,456,000
(2020: £1,403,000). The Group does not hold any
collateral as security.

As disclosed in Note 19, credit risk is a judgement made by
management based on sector and necessary allowances are
made when needed by assessing changes in our customers’
credit profiles and credit ratings.

130

Financial Statements

131

15. Interest bearing loans and borrowings

17. Leases

Opening loan liability

Interest charged for the year

Drawdown of loans

Repayment of loans

Interest paid in the year

Liability component at 30 November

2021
£’000

2,000

(2,000)

(6)

2020
£’000

During the year, the Company secured a £2,000,000,
three-year facility under the Coronavirus Business Interruption
Loan Scheme (CBILS). The facility was drawn down on 11th
December 2020 and was repaid in full on 7th September
2021. The facility had a 12-month interest-free period
following drawdown after which an interest rate of 2.03%
plus LIBOR or replacement benchmark rate per annum on the
drawn downwould have applied.

The funds were repayable in equal monthly instalments
over 36 months and there was no penalty for making
early repayment of the facility. The facility was repaid in
September 2021 in conjunction with the completion of the
Isentia acquisition.

All material companies in the Group were guarantors
to the loan and the availability of the loan is subject to
certain covenants.

16. Trade and other payables

Due within one year

Trade and other payables

Other taxes and social security costs

VAT payable

2021
£’000

6,662

643

430

7,735

2020
£’000

2,638

551

1,223

4,412

Group as a lessee
The Group leases a number of properties in the jurisdictions
from which it operates.

Set out below are the carrying amounts of right-of-use assets
recognised and the movements during the period:

Right-of-use assets

At 1 December 2019

On adoption of IFRS 16

Amortisation

At 30 November 2020

On acquisition of business

Amortisation

Effect of modification to lease terms

Foreign exchange movements

At 30 November 2021

Set out below are the carrying amounts of lease liabilities and the movements during the period:

Lease liabilities

At 1 December 2019

On adoption of IFRS 16

Accretion of interest

Lease payments

At 30 November 2020

On acquisition of business

Accretion of interest

Effect of modification to lease terms

Lease payments

Foreign exchange movements

At 30 November 2021

Lease liability maturity analysis - undiscounted contractual cash flows

Less than one year

Between one and five years

More than five years

2021
£’000

2,468

2,353

Land & buildings
£’000s

2,974

(645)

2,329

2,306

(1,006)

(116)

3,538

Land & buildings
£’000s

3,213

366

(580)

2,999

2,415

344

(116)

(1,296)

4,371

2020
£’000

880

2,823

132

Financial Statements

133

The following are the amounts to be recognised in profit or loss:

Amortisation of right-of-use assets

Interest expense on lease liabilities

Total amount recognised in profit or loss

2021
£’000

1,006

344

1,350

2020
£’000

645

366

1,011

The Group had total cash outflows for leases of £1,296,000
in 2021 (2020: £580,000). The Group also had non-cash
additions to right-of-use assets of £nil (2020: £2,974,000)
and lease liabilities of £nil in 2021 (2020: £3,213,000).

There are no leases that have not yet commenced to be
disclosed. There were no short-term leases or low value
leases taken out in the year.

18. Contract Liabilities

At 1 December

Invoiced during the year

Revenue recognised during the year

On acquisition of business

At 30 November

All Contract liabilities are expected to be recognised within one year.

2021
£’000

8,122

35,126

(33,296)

2,192

12,144

2020
£’000

7,935

19,257

(19,070)

8,122

19. Financial instruments

The Group’s treasury activities are designed to provide
suitable, flexible funding arrangements to satisfy the Group’s
requirements. The Group uses financial instruments comprising
borrowings, cash, liquid resources and items such as
trade receivables and payables that arise directly from its
operations. The main risks arising from the Group financial
instruments relate to the maintaining of liquidity across the
seven group entities and debt collection. The Board reviews
policies for managing each of these risks and they are
summarised below.

The Group finances its operations through a combination of
cash resources, loan notes and equity. Short term flexibility

is provided by moving resources between the individual
subsidiaries. Exposure to interest rate fluctuations is minimal
as all borrowings are at fixed rates of interest. The Group
also has various deposit facilities on which 0.01% - 2.4%
interest was being earned throughout 2021 (2020:
0.04%) and will be optimising the use of these accounts
going forward. The Group’s exposure to interest rate
risk is not significant and therefore no sensitivity analysis
has been performed.

Foreign exchange risk arises when individual Group
entities enter into transactions denominated in a currency
other than their functional currency. The Group’s policy is,

where possible, to allow group entities to settle liabilities
denominated in their functional currency with the cash
generated from their own operations in that currency. Where
group entities have liabilities denominated in a currency other
than their functional currency (and have insufficient reserves of
that currency to settle them), cash already denominated in that
currency will, where possible, be transferred from elsewhere
within the Group.

The objectives of the Group’s treasury activities are to
manage financial risk, secure cost-effective funding where
necessary and minimise the adverse effects of fluctuations
in the financial markets on the value of the Group’s
financial assets and liabilities, on reported profitability and
on the cash flow of the Group. Interest income is sought
wherever possible and in 2021 produced £10,000 (2020:
£6,000) of income.

At 30 November 2021 the Group had no
borrowings (2020: Nil).

The credit risk is discussed in Note 14.

There is no material difference between the fair values and
book values of the Group’s financial instruments. Short term
trade receivables and payables have been excluded from the
above disclosures.

Financial instruments by category

Financial assets

Trade and other receivables excluding prepayments

Cash and cash equivalents

Financial liabilities

Trade and other payables

Lease liabilities

Undiscounted contractual maturity of financial liabilities

Amounts due within one year

Amounts due between one and five years

Less: future interest charges

Financial liabilities carrying value

The liquidity risk relating to the contractual liabilities listed
above is managed on a local basis through their day to day
cash management.

The Group is liquid with £13,456,000 (2020: £1,403,000)
available cash resources against a liability payable within
the next 12 months of £9,130,000 (2020: £5,292,000).
Management monitor cash balances weekly.

The Group’s principal financial instruments for fundraising are
through share issues.

2021
£’000

9,977

13,456

23,433

6,662

4,371

11,033

9,130

2,353

11,483

(450)

11,033

2020
£’000

4,066

1,403

5,469

4,412

2,999

7,411

5,292

2,823

8,115

(704)

7,411

However should any subsidiary, or the Company, find that it
does not have the liquidity to pay a debt as it becomes due
an inter-company cash transfer will be made available by
another member of the Group.

134

Financial Statements

135

20. Financial and operational risk management

The Group’s activities expose it to a variety of financial
risks which are managed by the Group and subsidiary
management teams as part of their day-to-day
responsibilities. The Group’s overall risk management policy
concentrates on those areas of exposure most relevant to its
operations. These fall into six categories:

• Economic or political disruption risk - that disruption
may affect demand for our products and services or
our ability to maintain operations or on the cost of our
delivery of services;

• Competitive risk - that our products are no longer

competitive or relevant to our customers;

• Treasury and liquidity risk - that we run out of the cash

required to run the business;

• Information security risk - the impacts that could occur due
to threats and vulnerabilities associated with the operation
and use of information systems and the environments in
which those systems operate;

• Key personnel risk - that we cannot attract and retain

talented people; and

• Capital risk - that we do not have an optimal structure to

allow for future acquisition and growth.

Further information on these risks and the Group’s actions
to mitigate them is provided on pages 28 to 33 of the
Strategic Report.

21. Deferred tax assets and liabilities

The following are the major deferred tax assets and liabilities
recognised by the Group and the movements thereon during
the current year and the prior year:

At 1 December 2019

Charge to profit or loss

At 30 November 2020

Charge to profit or loss

Arising on business combination

At 30 November 2021

Tax losses
£’000

Accelerated
tax on assets
£’000

(21)

(26)

Fair value of
intangible
assets
£’000

(617)

(520)

679

(4,186)

(4,027)

Total
£’000

(622)

120

(502)

679

(4,186)

(4,009)

At the reporting date the Group had unused tax losses of
approximately £12,136,000 (2020: £8,924,000) available
for offset against future profits. The tax losses do not have
any expiry date.

Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets
and liabilities relate to income taxes levied by the same

taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the
balances on a net basis.

Deferred tax assets totalling £3,034,000 (2020:
£1,696,000) arising in respect of losses have not been
included in the statement of financial position due to
uncertainties in regard to their recoverability.

The aggregate amounts of deferred tax balances in
each group entity, after allowable offset, for financial
reporting purposes are:

Deferred tax assets

Deferred tax liabilities

Total

22. Share capital

Equity: Ordinary shares of 5p each

Allotted, issued and fully paid 130,563,737 ordinary shares of 5p each
(2020: 75,146,515 ordinary shares of 0.5p each)

Number of shares at 1 December

Shares repurchased and cancelled in year

New shares issued in year

Warrants exercised

Number of shares at 30 November

2021
£’000

4,144

(8,153)

(4,009)

2021
£’000

6,528

2021

75,146,515

55,377,871

39,351

2020
£’000

(520)

(502)

2020
£’000

3,757

2020

79,222,753

(4,076,238)

130,563,737

75,146,515

At 1 December 2019, the Company had 2,966,666 5p
shares held in treasury. During the year, 39,351 of these
shares were allotted, with the number of shares held in
treasury at the year end being 2,927,315. The shares held in
treasury have no voting rights, or rights to dividends and so
total issued share capital for voting and dividend purposes at
the year end was 127,597,071 (2020: 72,179,849).

In October 2019, 6,345,153 shares were issued in a placing
at 52.0p per share and 8,653,846 shares were issued as
consideration for the acquisition of Pulsar. 3,076,923 of the
Pulsar acquisition shares were deemed to have been issued
for £1,600,000 cash and 4,076,238 shares were subject to
a buyback agreement.

During 2020, the 4,076,238 shares subject to the buyback
agreement were repurchased for a total consideration of £1.
These shares were subsequently cancelled.

On 9 December 2020, the company announced the placing
of 12,500,000 new shares at a price of 80p per share to
raise gross proceeds of £10,000,000. 7,922,280 shares were
allotted on 15 December 2020 and the remaining 4,577,720
shares were allotted on 5 January 2021. Net proceeds arising
on the allotment of shares were £9,630,000.

On 21 June 2021 1,211,204 new shares were issued as a
result of the Retail Offer at a price of 120p per share to raise
gross proceeds of £1,450,000.

136

Financial Statements

137

On 20 August 2021, the company announced the placing of
41,666,667 new shares at a price of 120p per share to raise
gross proceeds of £50,000,000.

After the allotment of the shares in November 2021, the
Company’s total share capital was 130,563,737 and the
total issued share capital for voting and dividend purposes,
excluding shares held in treasury, was 127,597,071.

On 17 November 2021 a further 39,351 new shares were
allotted out of treasury at a price of 27.5p per share due to
an exercise of warrants. Gross proceeds were £11,000.

Transaction costs associated with share issues in the year
amounted to £1,436,374 (2020: £Nil). Transaction costs are
accounted for as a reduction from the share premium account.

23. Equity-settled share-based payments

The range of prices at which options and warrants can be
exercised is 27.5p to 134.0p.

if shareholders benefit from sustained growth in shareholder
value over a four-year period.

During 2021, options were granted over 294,130 shares with
an exercise price of 134p per share and 118,807 shares with
an exercise price of 0.05p per share.

The details of the awards for the initial LTVCP participants
are set out below:

The options were valued using the Monte Carlo method
with assumptions relating to: volatility of 30%, based on the
historical daily share price movements of the Company and
peer companies; a risk free rate of 0.09%, based on the
yield on a ten-year zero coupon UK government security at
the grant date; a dividend yield of 0% and a staff turnover of
12.5% per annum.

The Company has a share option scheme for
employees of the Group.

Ordinary share options and warrants granted and subsisting
at 30 November 2021 were as follows:

The total charge arising on issue of the options was
£172,000, with the 2021 charge being £11,000.

Date of grant

23 October 2008

18 February 2019

24 October 2019

31 July 2020

19 May 2021

01 October 2021

Exercise price

No of shares

Exercisable between

27.5p

56.0p

54.5p

65.0p

134.0p

0.05p

1,390,481

3,352,000

366,972

1,807,297

294,130

118,807

7,329,687

No time limit

Feb 2022–Feb 2029

Oct 2022–Oct 2029

Jul 2023–Jul 2030

May 2024-May 2031

Oct 2024-Oct 2031

Details of the movements in the weighted average exercise
price (“WAEP”) and number of share options during the
current and prior year are as follows:

WAEP 2020 (p)

WAEP 2021 (p)

Options 2020

Options 2021

At start of year

Granted

Exercised

Forfeited

At end of year

48.8

52.8

65.0

5,787,776

2,056,911

55.1

65.0

52.8

55.0

(638,972)

7,205,715

412,937

(39,351)

(249,614)

7,329,687

249,614 options were cancelled in the year
(2020: 638,972).

During the year, 39,351 share options were exercised at
27.5p. The weighted average price of shares on the date of
exercise during the prior year was 145 pence.

Further details of share options exercisable at the year-end
are provided in Note 10.

There are no market, non-market or service conditions as part
of the share option scheme. The only condition existing is that
employees must still be in employment with the Company at
the point they exercise the options.

Long Term Value Creation Plan (“LTVCP”)
On 2 October 2021 the board approved the LTVCP which
is intended to assist with the retention and motivation of key
employees of the Company with the aim of incentivising and
rewarding exceptional levels of performance over a four year
period. The LTVCP will provide the potential for rewards only

• Under the LTVCP, the Board has granted certain eligible
employees a right (“Participation Right”) to receive a
proportion of the shareholder value created above a
hurdle (“Hurdle Rate”). The Hurdle Rate has been set at a
12.5 per cent. compound annual growth rate.
• For the purposes of the LTVCP, shareholder value

created is defined as the growth in the Company’s
market capitalisation including net equity cashflows to
shareholders and adjusting for any share issues during the
Performance Period.

• Awards under the LTVCP comprise three equal tranches,
with measurement dates on the second, third and fourth
anniversaries of the performance start date (each a
“Performance Period”).

• The shareholder value created at each measurement date
will be calculated with reference to the average market
capitalisation of the Company over the three months
immediately preceding and ending on each anniversary.

• Where value is created above the Hurdle Rate,
initial LTVCP participants will share 10 per cent.
of the shareholder value created above the
hurdle (“LTVCP Pool”).

• Should the aggregate nominal value of Shares to be
issued or then capable of being issued in respect of
each Performance Period exceed 7 per cent. of the
nominal value of the ordinary share capital in issue
of the Company at that time, the LTVCP Pool will be
scaled back as required so that the 7 per cent. threshold
is not exceeded.

• To the extent that performance does not exceed the

hurdle over each Performance Period, the relevant tranche
will lapse in full.

138

Financial Statements

139

For the initial participants, the performance start date to
measure each Performance Period has been determined
as the date of the announcement of the Isentia acquisition,
being 15 June 2021. The base value for the purposes of
the calculation of growth in shareholder value has been set
at c.£153.1 million (being calculated by reference to the
total number of Ordinary Shares with voting rights following
completion of the Isentia acquisition and the placing price of
120p for the equity raise announced on 15 June 2021).

At the end of each Performance Period, the Participation Right
will convert into an award in the form of an option to acquire
Ordinary Shares at a price per Ordinary Share equal to
the nominal value of an Ordinary Share, being 5 pence per
Ordinary Share (“Award”). The number of Ordinary Shares
to be issued pursuant to each Award will be calculated by
reference to the Company’s share price at the relevant time.

Awards are subject to a Holding Period ending on the
first anniversary of the end of each Performance Period in
respect of which the relevant Award was granted, unless the
Board determines that another period shall be specified in
relation to any Award.

The Board has discretion to vary the outcome applying to a
Participation Right where it considers that the level at which
it would convert into an Award: does not reflect the Board’s
assessment of overall performance during the Performance
Period; is not appropriate in the context of circumstances that
were unexpected or unforeseen at the grant date; or any
other appropriate reason.

Joanna Arnold and Mark Fautley have each been granted
Participation Rights under the LTVCP. Joanna Arnold’s
Participation Percentage has been set at 22% and Mark
Fautley’s Participation Percentage has been set at 11%.
In aggregate, initial LTVCP participants Participation
Percentages equate to a total of 73% of the available
Participation Rights. The unallocated Participation Rights
have been set aside to provide the Company the flexibility to
award further Participation Rights to eligible employees during
the performance period. No further awards will be granted to
Joanna Arnold and Mark Fautley under the LTVCP prior to the
end of the four year performance under the initial award.

The option movements detailed above resulted in a
share-based payment charge for the Group of £383,000
(2020: £107,000).

24. Cash and cash equivalents

The Group monitors its exposure to liquidity risk based on the
net cash flows that are available. The following provides an
analysis of the changes in net funds:

Cash and cash equivalents

1,403

12,053

13,456

As at 30 November 2020
£’000

Cash inflow
£’000

As at 30 November 2021
£’000

Cash and cash equivalents

2,001

(598)

1,403

As at 30 November 2019
£’000

Cash outflow
£’000

As at 30 November 2020
£’000

140

Financial Statements

25. Commitments

Capital commitments
The Group had no capital commitments at the end of the
financial year or prior year.

Provisions and contingent liabilities

At 1 December 2020

Released in the year

Additions

On acquisition of business

Foreign exchange movement

At 30 November 2021

Due within one year

Due after more than one year

Leasehold dilapidations relate to the estimated cost of
returning a leasehold property to its original state at the end
of the lease in accordance with the lease terms. The main
uncertainty relates to estimating the cost that will be incurred
at the end of the lease.

Long service
leave provision

£’000

Leasehold

dilapidations
£’000

(13)

603

595

534

213

314

311

Total

£’000

213

(13)

700

909

537

372

The earliest point at which it is considered that this amount
may become payable is July 2024 for the Group’s
leasehold property.

Employees in Australia are entitled to two months of long
service leave upon the completion of 10 years service under
The Long Service Leave Act 1955. The Long service leave
provision relates to the expected cost of this leave.

26. Related party transactions

One (2020: two) of the directors have received a proportion
of their remuneration through their individual service
companies during the year. The payments represent short term
employee benefits. In all cases the directors are responsible
for their own taxation and national insurance liabilities.

The amounts involved are as follows and relate to activities
within their responsibilities as directors:

C Pilling (via The Personal Web Company Limited)

J Hamer (via Fin Dec Limited)

L Gilbert

2021
£

8,187

2020
£

13,750

10,000

Financial Statements

141

During the year, the Group procured technical and product
development services for an amount of £92,000 (2020:
£161,150) from The Personal Web Company Limited, a
company of which C Pilling is a director. The services were
procured on an arms length basis and the amount owed by
the Group to the The Personal Web Company Limited at the
year end was £nil (2020: £38,400).

During the year, the Group procured technical and product
development services for an amount of £271,000 (2020:
£nil) from InRadium Limited, a company of which C Pilling is a
director. The services were procured on an arms length basis
and the amount owed by the Group to the InRadium Limited
at the year end was £41,000 (2020: £nil).

At the year-end, an amount of £8,187 (2020: £nil) was due
to Lisa Gilbert.

27. Pension commitments

Individual subsidiaries of the Group operate defined
contribution pension schemes for their employees. The
assets of the schemes are held separately from those of the
Group. The annual contributions payable are charged to the
consolidated statement of comprehensive income when they
fall due for payment.

At the year-end, an amount of £2,040 (2020: £2,040) was
due from M Jackson.

During the year, the Group recognised a share-based
payment charge of £148,979 (2020: £42,777) in respect of
key management personnel.

During the year ended 30 November 2019, the Group
made available a loan facility of £100,000 to Track Record
Holdings Limited on an unsecured basis. The final repayment
date of the facility is November 2029 and interest is payable
at a rate of 10% on any amount drawn down from the facility.
A non-utilisation fee of 1% of any amount of the facility not
drawn down is also payable.

During the year £866,000 (2020: £411,000) was
contributed by the Group to individual pension schemes.
At 30 November 2021 no pension contributions were
outstanding (2020: £Nil).

28. Events after the reporting date

Subsequent to the year end, Mark Fautley purchased 8,650
ordinary shares at a price of 115.38p on 17 January 2022.
Joanna Arnold purchased 8,743 ordinary shares at a price
of 114.24p on 20 January 2022. On 25 February 2022,
Christopher Satterthwaite acquired 4,464 ordinary shares at
a price of 110.4p.

142 Financial Statements

Company statement
of financial position

Company Number: 04799195
At 30 November 2021

Non-current assets

Tangible assets

Investments

Total non-current assets

Current assets

Trade and other receivables

Amounts due from group undertakings

Cash at bank and in hand

Total current assets

Total assets

Current liabilities

Trade and other payables

Amounts due to group undertakings

Accruals

Total current liabilities

Non-current liabilities

Provisions

Total non-current liabilities

Total liabilities

Net assets

Capital and reserves

Called up share capital

Treasury shares

Share premium account

Capital redemption reserve

Share option reserve

Profit and loss account

Equity shareholders’ funds

Note

2021
£’000

2020
£’000

392

82,907

83,299

1,127

5,503

2,773

9,403

92,702

809

7,369

1,628

9,806

217

10,023

82,679

6,528

(148)

74,419

395

901

584

595

28,067

28,662

625

2,932

254

3,811

32,473

1,993

6,520

1,279

9,792

213

10,005

22,468

3,757

(148)

17,242

395

518

704

82,679

22,468

The Company reported a loss for the financial year ended 30 November 2021 of £120,000 (2020: profit of £100,000).

The financial statements were approved by the Board of directors on 22 April 2022 and signed on its behalf by

J Arnold
Director

144 Financial Statements

Financial Statements

145

Company statement
of changes in equity

Year ended 30 November 2021

At 1 December 2019

Total comprehensive
income for the year

Repurchase of share capital

Share-based payments

At 1 December 2020

Share
capital
£’000

3,961

(204)

Treasury
shares
£’000

Share
premium
account
£’000

Capital
redemption
reserve
£’000

(148)

17,242

Share
option
reserve
£’000

411

107

518

383

901

Retained
earnings
£’000

604

100

704

(120)

Total
£’000

22,261

100

107

22,468

(120)

59,948

383

584

82,679

191

204

395

3,757

(148)

17,242

Total comprehensive loss for the year

Issue of share capital

Share-based payments

2,771

57,177

At 30 November 2021

6,528

(148)

74,419

395

146 Financial Statements

Financial Statements

147

Notes to the Company
Financial Statements

Year ended 30 November 2021

1. General information

The Company is incorporated in England and Wales. The
principal activity of the Company is to act as the holding
company of the Group.

2. Accounting policies

The particular accounting policies adopted by the Company
are described below.

Basis of preparation
These financial statements have been prepared in
accordance with applicable United Kingdom accounting
standards, including Financial Reporting Standard 102 —
‘The Financial Reporting Standard applicable in the United
Kingdom and Republic of Ireland’ (‘FRS 102’), and with the
Companies Act 2006. The financial statements have been
prepared on the historical cost basis as specified in the
accounting policies below.

The Company’s functional currency is Pound Sterling, being
the currency of the primary economic environment in which
the Company operates.

In preparing these financial statements, the Company has
taken advantage of the disclosure exemptions, as permitted
by FRS 102 paragraph 1.12.

The Company has taken advantage of the following
exemptions in preparing the Company financial statements:

• from preparing a Cash Flow Statement in accordance with

Section 7 ‘Cash Flow Statements’;

• from providing certain disclosures as required by Section 11
‘Basic Financial Instruments’ and Section 12 ‘Other Financial
Instrument Issues’, as equivalent disclosures are provided in
the consolidated financial statements; and

• from disclosing the Company’s key management personnel
compensation, as required by paragraph 7 of Section 33
‘Related Party Disclosures’.

Going concern
On the basis of current financial projections and available
funds and facilities, the directors are satisfied that the
Company, taking into account that it operates as part of
the Access Intelligence plc Group, has adequate resources
to continue in operation for the foreseeable future and
therefore consider it appropriate to prepare the financial
statements on the going concern basis (refer to the Group
going concern assessment in Note 2 to the consolidated
financial statements).

Significant judgements in applying the Group’s
accounting policies
The areas where the Board has made critical judgements
in applying the Company’s accounting policies (apart
from those involving estimations which are dealt with
separately below) are:

a. Going concern
Management applies judgement when determining to apply
the going concern basis for preparation of the financial
statements, through evaluation of financial performance
and forecasts. See ‘Going concern’ section within Note 2
for further detail.

b. Recognition of deferred tax assets
Judgement is applied in the assessment of deferred
tax assets in relation to losses to be recognised in the
financial statements.

Significant estimates in applying the Group’s
accounting policies
The areas where the Board has made significant
estimates and assumptions in applying the Company’s
accounting policies are:

148 Financial Statements

Financial Statements

149

a. Share-based payment charges
Under FRS102, a share-based payments charge must be
recognised in respect of share options issued in the current
and prior year. Estimates included within the calculation of
the share-based payments charge include those around
volatility, risk free rates, dividend yields, staff turnover and
early exercise behaviour. See Note 23 of the consolidated
financial statements for further detail.

Share-based payments
The Company issues equity-settled share-based payments
to certain employees. These equity-settled share-based
payments are measured at fair-value at the date of the grant.
Where material, the fair value as determined at the grant
date is expensed on a straight-line basis over the vesting
period, based on the Company’s estimate of shares that will
eventually vest.

Fair value is measured by use of the Monte Carlo method.
Further details in relation to share-based payments are set
out in Note 23 of the consolidated financial statements.

Tangible assets
Property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses.

Depreciation is charged to the statement of comprehensive
income on a straight-line basis over the estimated useful
lives of fixtures, fittings and equipment taking into account
any estimated residual value. The estimated useful
lives are as follows:

• Fixtures, fittings and equipment — 4 years
• Leasehold improvements — over lease term

Investments
Investments in subsidiaries and associates are stated at cost
less provision for any impairment.

Impairment of non-financial assets
The carrying amounts of the Company’s assets other than
deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If
any such indication exists, the asset’s recoverable amount is
estimated based upon the value in use.

An impairment loss is recognised whenever the carrying
amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised
in profit or loss.

Impairment losses recognised in respect of cash-generating
units are allocated to the carrying amount of the assets in
the unit on a pro rata basis, applied in priority to non-current
assets ahead of more liquid items. A cash-generating unit is
the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from
other assets or groups of assets.

Reversals of impairment
An impairment loss is reversed when there is an indication
that the impairment loss may no longer exist and there
has been a change in the estimates used to determine the
recoverable amount.

An impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.

Financial instruments
Financial instruments comprise trade and other receivables,
cash and cash equivalents, loans and borrowings, trade
and other payables.

Financial instruments are recognised initially at fair value plus,
for instruments not at fair value through profit or loss, any
directly attributable transaction costs, except as described
below. Subsequent to initial recognition financial instruments
are measured as described below.

A financial instrument is recognised if the Company becomes
a party to the contractual provisions of the instrument.
Financial assets are derecognised if the Company’s
contractual rights to the cash flows from the financial assets
expire or if the Company transfers the financial asset to
another party without retaining control of substantially
all risks and rewards of the asset. Financial liabilities are
derecognised if the Company’s obligations specified in the
contract expire or are discharged or are cancelled.

Trade and other receivables are recorded initially at fair
value and subsequently measured at amortised cost, using
the effective interest method, less provision for impairment.
Specific impairment provisions are made when management
consider the debtor irrecoverable and these are charged
to the statement of comprehensive income. Trade and
other payables are recorded initially at fair value and
subsequently measured at amortised cost, using the effective
interest method.

Cash and cash equivalents include cash in hand, deposits held at
call with banks, and other short term highly liquid investments.

different from those in which they are included in the financial
statements. Deferred tax assets are recognised to the extent that
it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.

Employee benefits
The Company operates a defined contribution pension
schemes for its employees. The assets of the schemes are
not managed by the Company and are held separately
from those of the Company. The annual contributions
payable are charged to the statement of comprehensive
income when they fall due for payment.

Loans and borrowings and other financial liabilities, are
initially measured at fair value, net of transaction costs, and are
subsequently measured at amortised cost using the effective
interest rate method. Interest expense is measured on an effective
yield basis and recognised in the statement of comprehensive
income over the relevant period.

Operating lease payments
Payments made under operating leases are recognised
in the statement of comprehensive income on a straight-line
basis over the term of the lease. Lease incentives received are
recognised in the statement of comprehensive income as an
integral part of the total lease expense.

Finance payments associated with financial liabilities are
dealt with as part of finance expenses.

The Company may enter into derivative financial instruments
for risk management purposes. Derivatives are initially
recognised at fair value on the date the derivative contract is
entered into and are subsequently re-measured at their fair
value with gains and losses recognised through profit or loss.
The Company does not hold or issue derivative financial
instruments for trading purposes.

Taxation
The tax expense for the year comprises current and deferred
tax. Tax currently payable, relating to UK corporation tax, is
calculated on the basis of the tax rates and laws that have been
enacted or substantively enacted as at the reporting date.

Deferred tax liabilities are provided in full on timing differences
that result in an obligation at the balance sheet date to pay
more tax, or a right to pay less tax, at a future date, at rates
expected to apply when they crystallise based on the current
tax rates and law.

Timing differences arise from the inclusion of items of total
comprehensive income in taxation computations in periods

Finance income and finance expenses
Finance income and finance expenses are recognised in
profit or loss as they accrue, using the effective interest
method. Finance income relates to interest income on the
Company’s bank account balances.

Interest payable comprises interest payable or finance
charges on loans classified as liabilities.

Foreign exchange
The financial statements of the Company are presented
in the currency of the primary economic environment in
which it operates (its functional currency). The results and
financial position of the Company are expressed in pounds
sterling, which is the functional currency of the Company,
and the presentation currency for the consolidated
financial statements.

In preparing the financial statements of the individual
companies, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the
rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items that are

150

Financial Statements

151

measured in terms of historical cost in a foreign currency are
not retranslated.

items, and on the retranslation of monetary items, are included
in profit or loss for the year.

4. Tangible fixed assets

Exchange differences arising on the settlement of monetary

3. Results for the year

As permitted by s408 of the Companies Act 2006,
no separate Profit and Loss account or Statement Of
Comprehensive Income is presented in respect of the parent
Company. The result attributable to the Company is disclosed
in the footnote to the Company Balance Sheet.

Technical and support

Finance and administration

Their aggregate remuneration comprised:

Wages and salaries costs

Social security costs

Pension costs

Compensation for loss of office

The auditor’s remuneration for audit and other services is
disclosed in Note 5 to the consolidated financial statements.

The average monthly number of employees (including
executive directors) was:

2021

2020

2021
£’000

254

293

2020
£’000

143

166

Cost

At 1 December 2020

Additions

At 30 November 2021

Depreciation

At 1 December 2020

Charge for the year

At 30 November 2021

Net Book Value

At 30 November 2021

At 30 November 2020

5. Investments

Cost

At 1 December 2019

Additions

Other adjustment

At 1 December 2020

Additions

At 30 November 2021

Impairment

At 1 December 2019, 2020 and at
30 November 2021

Net Book Value

At 30 November 2021

At 30 November 2020

Fixtures
fittings and equipment
£’000

Leasehold
improvements
£’000

238

141

155

750

310

145

455

295

440

Investment
in subsidiaries
£’000

Loans to
subsidiaries
£’000

Investment
in associate
£’000

11,338

(65)

11,317

47,760

59,077

13,573

2,192

15,765

6,193

21,958

885

100

985

887

1,872

Total
£’000

988

393

203

596

392

595

Total
£’000

25,796

2,336

(65)

28,067

54,840

82,907

59,077

11,317

21,958

15,765

1,872

985

82,907

28,067

152

Financial Statements

153

At 30 November 2021 the Company was the beneficial
owner of the entire issued share capital and controlled all the
votes of its subsidiaries. The subsidiaries are set out below:

Subsidiary

AIMediaData Limited

Access Intelligence Media and Communications Limited

ResponseSource Ltd

Fenix Media Limited

Face US Inc.

Vuelio Australia Pty Limited

Pulsar Finance AUD Limited

Pulsar Platform SaaS Canada Limited

Pulsar Australia Pty Limited

Isentia Group Limited

Isentia Holdings Pty Limited

Isentia Finance Pty Limited

Isentia Pty Limited

Media Monitors Pty Limited

Slice Media Pty Ltd

Buzznumbers Pty Ltd

Isentia Library Group SDN BHD

Isentia Limited

Isentia Brandtology Pte Ltd

Isentia Strategy & Content Pty Ltd

Isentia (M) SDN BHD

PT Isentia Jakarta

Isentia Vietnam Co

Isentia Manila Inc

Isentia Bangkok Co. Limited

Brandtology Inc.

King Content (USA) Inc.

Isentia Pte Ltd

Isentia Limited

Isentia (Johor Bahru) SDN BHD

Country of incorporation &
principal place of business

Proportion of

controlling

owernership

interest

Non-

United Kingdom

USA

Australia

United Kingdom

Canada

Australia

Malaysia

New Zealand

Singapore

Australia

Malaysia

Indonesia

Vietnam

Philippines

Thailand

USA

Singapore

Hong Kong

Malaysia

100%

99.62%

100%

99.988%

99.98%

100%

0.38%

0.012%

0.02%

The registered office of all subsidiaries based in England and Wales is the same as the registered office of the
Company (see page 42).

At 30 November 2021 the Company was the beneficial
owner of the following share capital of an associate, which is

incorporated in England and Wales:

Associate

TrackRecord Holdings Limited

Activity

Share type

% holding

Software development

Ordinary

21.4%

6. Trade and other receivables

Trade receivables

Prepayments and other debtors

VAT recoverable

2021
£’000

787

270

1,127

7. Amounts due from/to group undertakings

Amounts due from/to group undertakings are unsecured,
interest free and repayable on demand.

Amounts due from group undertakings

Amounts due to group undertakings

8. Trade and other payables

Trade payables

Other creditors

Other taxes and social security

VAT payable

2021
£’000

5,503

(7,369)

(1,866)

2021
£’000

482

257

809

2020
£’000

611

625

2020
£’000

2,932

(6,520)

(3,588)

2020
£’000

782

422

110

679

1,993

154

Financial Statements

155

9. Interest bearing loans and borrowings

14. Events after the Balance Sheet date

See Note 28 of the consolidated financial statements for
further details.

See Note 15 of the consolidated financial statements for
further details.

10. Share capital

See Note 22 of the consolidated financial statements for
further details.

11. Equity-settled share-based payments

See Note 23 of the consolidated financial statements for
further details.

12. Commitments

Capital Commitments
The Company had no capital commitments at the end of the
financial year or prior year.

Lease commitments
Commitments for minimum lease payments in relation to
operating leases are payable as follows:

Land and buildings

Not later than one year

Later than one year and not later than five years

2021
£’000

1,004

1,626

2,630

2020
£’000

1,004

2,611

3,615

The Company leases an office under a non-cancellable fixed
term operating lease agreement. The lease term is 10 years,
with break clauses ahead of the full term and is not renewable
at the end of the lease period.

There were no other operating lease commitments.

13. Related party transactions

The Company has taken the exemption permitted by Section
33 ‘Related Party Disclosures’ not to disclose transactions with
members of Access Intelligence Plc Group. See Note 26

of the consolidated financial statements for details of other
related party transactions.

156

Financial Statements

157

159

The Johnson Building
79 Hatton Garden
London EC1N 8AW
0843 659 2940
info@accessintelligence.com
accessintelligence.com

Company Registration number: 04799195