Jaywing plc
Annual Report and Accounts
For the year ended 31 March 2021
Company number 05935923
Contents
Strategic Report
Overview
Financial highlights
Chairman’s Statement
Chief Executive's Report
Strategic Review
Principal Risks and Uncertainties
Corporate Governance
Board of Directors
Directors’ Report
Directors’ Remuneration Report
Corporate Governance Statement
Directors’ Responsibilities Statement
Financial Statements
Independent Auditor’s Report to the Members of Jaywing plc
Consolidated Financial Statements
Company Financial Statements
Additional Information
Shareholder Information
Company Information
3
4
5
6
8
10
11
12
16
19
21
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33
62
77
78
Overview
Jaywing is an award-winning, major UK-based agency, with operations in the UK and Australia. Jaywing is home to nearly 300 of
the best thinkers across creative and brand strategy, performance marketing and data science. Every day, handpicked teams
collaborate to respond to diverse challenges across a range of sectors to connect powerful ideas, rich data and new technologies.
With large, specialist technical and creative power and over 70 experienced data scientists, Jaywing is particularly skilled at turning
data into value, fuelling brands, connecting on customers’ terms and reimagining businesses. Jaywing works with a number of blue
chip clients, including first direct, Castrol, PepsiCo, Mazda, HSBC and Yorkshire Water.
Jaywing helps its clients find smart solutions to deliver profit growth and build brand value. It uses its unique expertise to create
compelling insights from complex customer behaviour and builds these into effective digital marketing, customer engagement and
portfolio management activities.
Clients
In the UK, the Group reorganised its operational structure in August 2020 in order to focus on three core sectors: Retail, Fast
Moving Consumer Goods (“FMCG”) and Financial & Professional Services, each of which accounts for around a third of revenues.
Within these three go-to-market channels, Jaywing also services clients in various industry sub-sectors, including Education, Not-
for-Profit, Travel & Leisure, Technology, Utilities, Energy, and Hospitality. The Group’s typical clients are divisions of FTSE 250
companies, other large corporates and entrepreneurially-led high-growth businesses.
Client concentration risk is relatively low, with 173 active clients at the year end, with the largest client accounting for around 3% of
annual Net Revenue and the two largest industry sub-sectors being Retail and Financial Services, accounting for around 48% of
Group Net Revenue.
Net Revenue from the Group’s operations in Australia accounted for 21% of Net Revenue (2020: 16%), and we are increasing the
collaboration between Australia and the UK both on specific clients and also development of new capabilities.
People
Our people comprise a diverse mix of specialists, many with scarce skill sets. They include:
• Award-winning creative teams
• Experts in brand strategy, client management, PR and performance marketing
• PhD mathematicians
• Marketing analysts and econometric modellers
• Highly skilled AI practitioners
These skills can be applied to a wide spectrum of challenges, ranging from credit risk modelling through to brand advertising and a
key strength is our ability to harness cross-functional teams to collaborate on client solutions.
3 Jaywing plc Annual Report and Accounts 2021
Financial highlights
Net Revenue*
Adjusted EBITDA**
Cash Generated from Operations
Net Debt pre IFRS 16***
Statutory Results
Net Revenue*
Operating Profit / (loss)
Loss before Tax
Loss per share
Net Debt post IFRS16
2021
£’000
20,165
2,181
2,258
(7,586)
2021
£’000
20,165
91
(360)
(0.34p)
(9,129)
Reconciliation of Operating Profit / (Loss) with Adjusted EBITDA
Operating Profit / (Loss)
Add Back:
Depreciation of property, plant &
equipment
Depreciation of right of use assets
Amortisation of intangibles
EBITDA
Impairment of goodwill
Impairment of other intangibles
Restructuring charges
Fair value movement on Put / Call option
Share based payment charges / (credits)
Adjusted EBITDA
2021
£’000
91
259
666
1,118
2,134
-
690
488
(435)
(696)
2,181
2020
£’000
24,043
(35)
953
(5,943)
2020
£’000
24,043
(8,874)
(9,392)
(9.95p)
(8,136)
2020
£’000
(8,874)
331
666
1,547
(6,330)
5,468
321
867
123
(484)
(35)
* Revenue less third-party direct costs of sale
** Adjusted EBITDA represents EBITDA before restructuring costs, impairment charges, share based payment credits and fair value
movement on Put / Call options
*** Including accrued interest
Operational Highlights
•
•
•
•
•
Net Revenue lower than prior year, affected by Covid-19
Strong growth in H2 Net Revenue, with run rate exceeding pre-pandemic level in March 2021
£2.2m increase in adjusted EBITDA
Strong cashflow from operations
Series of notable client wins
4 Jaywing plc Annual Report and Accounts 2021
Chairman’s Statement
Results
I am pleased to report an increase in underlying earnings in FY21 with an Adjusted EBITDA for the Group of £2,181,000 (2020:
Adjusted EBITDA loss of £35,000). This represents a £2.2m turnaround, despite a 16% contraction in Net Revenue in FY21 to
£20.2m from £24.0m in FY20. Net Revenue in the second half of FY21 at £10.9m was 16% up on Net Revenue for the first half of
£9.3m. Adjusted EBITDA margin as a percentage of Net Revenue for FY21 amounted to 10.8 % compared with a loss in FY20.
Cash Generated from Operations for the year improved by £1,305,000 to £2,258,000 (2020: £ 953,000).
The statutory operating profit was £91,000 (2020: operating loss of £ 8,874,000).
Despite the challenges of FY21 these results reflect improving efficiencies in the business and the impact of a successful
restructuring of the Group in late FY20 and FY21. This included a reorganisation of the business in FY21 into market and client
facing business divisions with an increased focus on a more comprehensive and solution-based service offering to clients. Jaywing
Australia has continued to perform strongly with net revenues for the year of £4.2m, a 9% increase over 2020 and an underlying
growth in local currency of 6%.
FY22 Q1 Net Revenue to June 2021 (unaudited) amounted to c.£5.9m. and represents a 23% increase over Q1 in FY21 of £4.8m,
demonstrating a continued year on year recovery in our Net Revenue.
Strategy
In the short to medium term the Company plans to focus on further organic growth with the support of recent new business wins and
a strong pipeline. The Company will also explore opportunities for further investment in advanced data analysis products, the
application of technology to marketing challenges and related people resources to support our data science led service offerings to
clients.
In Jaywing Australia we will continue to support a successful and autonomous professional team with a track record of strong
financial performance to date. This will include ongoing collaboration with the UK business on clients and services where required.
We are working with the Australian team to explore opportunities to accelerate scale and market reach via further local investment.
The Company remains in discussions with each of the holders of the secured debt about a potential debt reorganisation. Details of
this debt are contained in Note 18 on page 53 and Note 30 on page 56.
Board
In April 2021 we announced the appointment of Caroline Ackroyd, the Company’s Chief Financial Officer to the Board. Caroline
joined the Company in September 2020 and has been closely involved with the reorganisation of the business and its processes.
Caroline is an experienced CFO with significant commercial experience in technology-based businesses operating in competitive
and client-centric markets.
People
Our staff have demonstrated their ability to adapt to significant external challenges from the pandemic as well as successfully
adapting to the internal challenges of the business restructuring and reorganisation in FY21. They have continued to serve our
customers without interruption as well as winning new business. The Board would like to thank all our staff for their ongoing hard
work and dedication.
Ian Robinson
Non-Executive Chairman
* Adjusted EBITDA represents EBITDA before restructuring costs, impairment charges and share based payment credits and fair
value movement on Put / Call options.
5 Jaywing plc Annual Report and Accounts 2021
Chief Executive’s Report
Overview
It has been an extraordinarily difficult twelve months for the economy, the Group and the marketing sector, as a result of the Covid-
19 pandemic. However, whilst Net Revenue for FY21 was expectedly lower than FY20 over the 12 months, I am delighted to report
that the business has continued to grow and progress from the first half, with Net Revenues up 16% compared with the first 6
months of the year. The month of March 2021 saw Net Revenues 5% ahead of March 2020, the first month to exceed pre-
pandemic levels. Underpinned by the cost realignment activities outlined in the interim results, we have been able to rebuild
profitability, with adjusted EBITDA of £2.2m for the full year compared with the previous year loss of £35k. Excluding the benefits of
covid-related salary sacrifice and government support, Adjusted EBITDA increased from £88k in the first half to £613k in the second
half of the financial year, reflecting the progress we are making.
This improvement in Net Revenue and underlying profitability has continued in the first quarter of the new financial year, giving us
confidence for the year ahead.
Net cash generated from operations increased to £2.3m. This was before the outlay of £1.9m in the year to acquire the final 25% of
Massive Group Pty Ltd in Australia.
Throughout the pandemic restrictions, the business has continued to operate successfully via a home-based model, and, although
our offices are now reopening, we expect to operate a hybrid of office-based and home-based working moving forward.
Australia
In Australia, where the impact of Covid-19 in FY21 was less pronounced, we delivered 9% year-on-year growth in Net Revenue
despite the pandemic, with second half Net Revenues up 37% on the first half. This reflects both strong growth in new business
and also further development of our existing client relationships. Notable wins included a contract to build 18 websites for Navitas,
the global education provider, a full service digital marketing contract with CSR (building products) and performance marketing
contracts for Fiskars Group, Lyres (non-alcoholic spirits), Princess Polly (apparel) and Noble Oak Insurance.
One impact of Covid-19 in Australia was the closing of its borders, which has contributed to significant wage inflation in the Sydney
market, in particular, requiring careful cost management. We are, nonetheless, continuing to deliver year-on-year Net Revenue
growth in FY22.
We have previously reported our intention to bring the two Australian businesses together as “Jaywing Australia”, and have now
restructured the management team to drive that. One of our senior Australian directors, Chris Pittham, is stepping back from day-to-
day responsibilities to become a non-executive director of the combined Australian business, with Tom Geekie assuming the role of
CEO for Australia, and Matt Barbelli becoming Chief Creative Officer. I would like to thank Chris for his extraordinary contribution,
and am delighted that he will remain involved in the business as a non-exec. Tom and Matt have identified significant growth
opportunities in the Australian market, and we are now focusing on addressing those.
UK
In the UK, our three client-facing divisions all saw Net Revenue growth in the second half compared with H1. The recovery has been
led by Retail, which increased by 15% in H2. Retail Net Revenues were enhanced by new contract wins from La Redoute and
Rohan Designs, which will both mostly benefit the current financial year, along with very resilient revenues from Euro Car Parts and
Yorkshire Water. By the end of the half, the monthly Net Revenue run rate had recovered to exceed that of 12 months earlier, and
in FY22 we expect to see further growth from newly won contracts, including Rush Hair & Beauty, and Cox Automotive. In our
FMCG division, the recovery of Net Revenue has been slightly slower at 12% increase in H2, although some clients have increased
their spend with us, notably Britvic and ACCA. In our Financial & Professional Services division, H2 growth was initially slower, but
we exited Q4 with a strong run rate, ahead of pre-pandemic levels. This was, fuelled by Net Revenue growth with first direct, HSBC
and National Bank of Kuwait International. This has been supported further in the new financial year by a significant contract win
with Skipton Building Society, and a new umbrella agreement with HSBC, which is underpinning continued Net Revenue growth.
The revised operating structure implemented last summer, which focuses around core client sectors, is now enabling us to cross-
sell our services to the existing client base and also more easily offer our broad portfolio of capabilities to new prospects. For
example, this has already resulted in sales of marketing services to a Risk client, and risk modelling work to a client who had
previously only bought marketing services.
Focus on data
We are continuing to focus on developing our advanced data capabilities, which support both our Risk business and our Marketing
Effectiveness proposition, giving us a distinct advantage in the markets in which we operate. Our attribution modelling has made
significant contributions to clients such as Studio Retail, Furniture & Choice, and Mazda UK. The application of technology to
marketing challenges is a key component of our strategy moving forward, and we are investing in growing this revenue stream.
Employees
Our employees have risen to the challenge magnificently over the last year, both in terms of personal sacrifice to protect the
business and adapting to remote working. Despite the 16% net revenue reduction, Net Revenue per employee grew by 4% to
£69.8k for the full year (FY20: £66.9k), and Adjusted EBITDA per employee reached £7.5k (FY20: loss of 0.1k).
I would like to thank all our colleagues in both the Australian and UK businesses for their outstanding contributions over the last 12
months in particular.
6 Jaywing plc Annual Report and Accounts 2021
Current trading
Having protected our cash and profitability through the pandemic, we are now well positioned to focus on growth. The first quarter
of FY22 has been encouraging, with Net Revenue up 23% on last year, several new clients, and a good pipeline of opportunities.
Andrew Fryatt
Chief Executive Officer
Jaywing plc
24 August 2021
7 Jaywing plc Annual Report and Accounts 2021
Strategic Review
Results
The results for the FY21 have been encouraging. Whilst there was a general reduction in client activity following the outbreak of the
Covid-19 pandemic, leading to a 16% fall in Net Revenue for the full year compared to the previous year, the Net Revenue run rate
had returned to pre-pandemic levels by the end of the year. March 2021 Net Revenue was £2.0m, an increase of 5% on March
2020. This was the result of a number of new client wins and increased spending by existing clients.
The Adjusted EBITDA profit amounted to £2.2m compared with an adjusted EBITDA loss of £35k for the prior year.
The statutory operating profit was £91,000 (2020: operating loss of £8,874,000) and the statutory loss before taxation was £360,000
(2020: loss before taxation of £9,392,000).
Cashflow generated from operations amounted to £2.3m compared with £1.0m for the prior year. The cashflow statement shows
the movement in the cash position of the business.
Non-IFRS measures
The financial statements contain all the information and disclosures required by the relevant accounting standards and regulatory
obligations that apply to the Group. The annual report and financial statements also include measures which are not defined by
generally accepted accounting principles such as IFRS. We believe this information, along with comparable IFRS measures, is
useful as it provides investors with a basis for measuring the underlying performance of the Group on a comparable basis. The
Board and its executive management use these financial measures to evaluate the Group’s underlying operating performance. Non-
IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in
compliance with IFRS. Similarly, non-IFRS measures as reported by us may not be comparable with similar measures reported by
other companies.
Key performance indicators used by the Board and executive managers include:
Net Revenue*
Adjusted EBITDA**
Adjusted EBITDA %
Net Debt post IFRS16***
Average headcount
Net revenue per head
Cash generated from operations
Client numbers at year end
2021
£’000
20,165
2,181
10.8%
(7,586)
289
69.8
2,258
173
2020
£’000
24,043
(35)
(0.1%)
(5,943)
360
66.8
953
162
* Revenue less third-party direct costs of sale
** Adjusted EBITDA represents EBITDA before restructuring costs, impairment charges, share based payment credits and fair value
movement on Put / Call options
*** Including accrued interest
Net Debt
At 31 March 2021, Net Debt including accrued interest (pre IFRS16) was £7.6m (2020: £5.9m) and was represented by The
Jaywing Facility (as described in Note 30 on page 56 and Note 18 on page 53) of £8.3m less cash of £0.7m.
On 21 October 2020, $3.0m (£1.7m) of funds generated by and retained in the Australian business were used as part payment of
the Massive Group put option. Further details of the settlement of this put option are provided below.
Restructuring Plan
In August 2019 the Board appointed a consulting firm to assist with the preparation of a restructuring plan to realign the business
more closely to its clients and its service offerings with a view to significantly improving post restructuring monthly EBITDA and cash
flow run rates of the business. This review resulted in a detailed implementation plan (the “Restructuring Plan”) which was
implemented during the latter part of FY20 and continued into FY21 under the leadership of Andrew Fryatt, who was appointed as
CEO at the end of March 2020. The Restructuring Plan is now complete, and costs related to this plan incurred during FY21
amounted to £488k, principally relating to staff redundancies.
Australia
On 21 October 2020, the business completed the acquisition of the remaining 25% of the shares in Massive Group PTY Ltd
(“Massive Group”) which were not already owned by Jaywing following the exercise of the put option in relation to that 25% stake by
entities controlled by the two directors of Massive Group in Australia. Jaywing and Massive Group had entered into an Agreement
8 Jaywing plc Annual Report and Accounts 2021
on 7 July 2016, whereby Jaywing acquired 75% of the shares of Massive Group, with the remaining 25% subject to a put and call
option excerciseable from July 2020. Jaywing now owns 100% of the shares in Massive Group, which has traded as Jaywing
Australia since 2017.
The 25% stake was acquired by Jaywing on 21 October 2020 for a consideration of $4.0m (c.£2.2m), comprising $3.0m (c.£1.66m)
payable immediately, followed by a series of monthly payments totalling $1.0m (c.£0.5m) between the acquisition date and June
2021. At 31 March 2021 the outstanding balance was $0.5m (c £0.3m) which was fully satisfied on 30 June 2021. The total
consideration for the purchase of the 100% interest in Massive Group is $9.6m (c. £5.4m).
Impairment
As required by IAS 36, the Company has carried out an impairment review of the carrying value of our intangible assets and
goodwill. The weighted average cost of capital (“WACC”) was calculated with reference to long-term market costs of debt and equity
and the Company’s own cost of debt and equity, adjusted for the size of the business and risk premiums. The calculated WACC rate
used for the impairment review was 11.5% (2020: 10.9%). This was applied to cash flows for each of the cash generating units
using estimated growth rates in each business unit. The impairment review was based on two main cash generating units being the
UK, following the reorganisation of the UK operations into one business unit and Australia. Growth rates were assumed at 7.5% for
the financial year 22/23 and 23/24, and then at 2.5% for the following periods, these are below Group forecasts for the periods.
As a result of these calculations the Board has concluded that no goodwill impairment was required for the year (2020: £5,468k).
As part of the review, a number of scenarios were calculated using the impairment model. These looked at what effect changes in
the WACC rates and movements in EBITDA would have to the outcome. With no movement in EBIDTA a movement of 0.5% to
12% in the WACC rate gave the result of no impairment, a movement by 1% to 12.5% gave rise to no impairment. Keeping the
WACC rate at 11.5% and reducing EBITDA by 5% gave rise to no impairment, a reduction of EBITDA by 10% gave rise to no
impairment. The final test was an increase in WACC by 1% to 12.5% and a reduction in EBITDA by 10%, this gave rise to an
impairment of £2,313k.
As part of the restructuring we have retired the Epiphany brand in the year, this resulted in an impairment to the carrying value of
the trademark of £690k in the reported results.
Share Options
The Company’s Performance Share Plan terminated on 8 October 2020 and there are no outstanding share options. This resulted
in a credit of £696k to the profit and loss in the period. No further balance remains.
Going Concern
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the
Group can continue in operational existence for the foreseeable future.
In addition to the normal process of preparing forecasts for the Group, the board has also considered the potential impact of Covid-
19 on the cash flows of the Group for a period to 31 March 2023. This has been done by looking at various scenarios within the
forecasts for the potential effect of changes in the market during the forecast period.
Since March 2020, the economic impact of Covid-19 has resulted in revenue levels below those of the prior year, although we have
been able to provide continuous service to our clients during this period. The Group has taken actions to protect both cash and
profitability through this period, including voluntary salary reductions, and taking advantage of the Government Job Retention
Scheme and VAT payment deferral. The Group has continued to win new work through the period, and as we come to the end of
the year, we have seen revenue levels return to pre-pandemic levels with a period of continued growth on the back of the new client
wins and increased spend from existing clients.
At the beginning of the financial year being reported, the impact of Covid-19 indicated the existence of a degree of uncertainty which
cast significant doubt, as with many other organisations, about the Group’s ability to continue as a going concern. The outcome for
the year and the forecasts prepared by the business show that we do not consider there to be same level of uncertainty now as
there was 12 months ago.
In considering their position the Directors have also had regard to letters of support in respect of the secured debt which have
received from each of the holders of that debt. Details of this debt are contained in Note 18 on page 53 and Note 30 on page 56.
The Group financial statements do not include the adjustments that would result if the Group were unable to continue as a going
concern. The Directors have a reasonable expectation that the Group has adequate resources to continue in existence for the
foreseeable future and have concluded it is appropriate to adopt the going concern basis of accounting in the preparation of the
financial statements.
9 Jaywing plc Annual Report and Accounts 2021
Principal Risks and Uncertainties
The evaluation of the Company’s risk management process is the responsibility of the Board. Jaywing has developed its risk
reporting framework in conjunction with the business leadership team who take an active and responsible role in this process. Below
is a summary of the current key risks.
Risk
1. Pandemics and major incidents
Since late March 2020, Jaywing has been impacted by the
Covid-19 pandemic, with disruption to client and staff.
2.Loss of key staff
Jaywing is dependent on its ability to recruit and retain staff
with adequate experience and technical expertise to service
its clients.
3. Loss of business from clients
Loss of business from clients could lead to a reduction in
overall revenue and profitability.
4. Changes in technology
The digital marketing industry is characterised by constant
developments in technology, online media and data science.
In this environment, it is vital to be at the forefront of this
change, to ensure Jaywing is able to provide the benefits of
these changes in technology to its clients and remain
competitive.
5. Liquidity
Poor trading and cash flow performance could lead to a lack
of ongoing support from its lenders and an inability to raise
equity to meet the needs of the business.
6. Compliance with regulations and changes in
legislation
Failure to comply with regulations such as GDPR and
changes in legislation could lead to reputational damage for
Jaywing and its clients as well as fines and loss of business.
Mitigation
The Company was quick to take action to mitigate the impact of
this reduction in demand by putting in place measures to minimise
the financial effect on the Company.
Most of Jaywing’s staff are able to work effectively from home and
we continue to provide good levels of service and support to
existing clients as well as adding new business.
We continue to monitor the well-being of staff working remotely
and provide support as required.
In July 2021 we started a staged return to the office under a
hybrid model of remote working.
The expertise of Jaywing’s people is a key source of competitive
advantage and the Company’s remuneration and incentive
packages are reviewed regularly to retain and incentivise key staff.
The Company also provides an attractive and collaborative
working environment and culture.
The Company aims to minimise such losses by continuing to focus
on providing a high quality service to its clients at all times as well
as offering a wide range of services to existing clients and adding
new clients through its new business activities.
Jaywing has restructured its main business sectors based on
clients and markets with the aim of getting closer to each client
with Jaywing’s full range of services tailored to their needs and the
markets they operate in. This has strengthened our ability to use
our full range of services to offer them relevant and effective
solutions.
Jaywing’s client concentration risk is low.
The impact of revenue losses on profitability is mitigated by
ensuring that the Company’s cost base is efficiently aligned with its
revenues.
Jaywing is committed to innovation in data science led products
and services and has dedicated resources to this. The Company
has close relationships with online media owners (e.g. Google)
and has early access to new product developments as a
consequence of the significant online media budgets that it
manages on behalf of its clients.
Jaywing also has a specialist team focused on the use of
technology whose brief is to keep themselves abreast of new
developments through their own research and through their
relationships with technology providers.
Jaywing’s key financial measures are focussed on cash generation
and net debt. The Company monitors its trading and cash flow
performance closely and takes prompt action to mitigate any
adverse trends.
Jaywing engages advisers in relevant specialisations to assist with
compliance. Experts in Jaywing’s business areas are able to
ensure client initiatives are all compliant, alongside external input
where appropriate.
10 Jaywing plc Annual Report and Accounts 2021
Board of Directors
Ian Robinson, Non-Executive Chairman
Chair of Audit & Risk Committee and member of Remuneration and Nomination Committees
Ian is a Non-Executive Director and Chairman of the Audit Committee of Gusbourne plc, an AIM listed English sparkling-wine business.
He is also a nonexecutive Director of a number of other privately-owned businesses. He is a Fellow of the Institute of Chartered
Accountants in England & Wales and holds an honours degree in Economics from the University of Nottingham.
Andrew Fryatt, Chief Executive,
Andrew has more than 30 years’ experience in technology-dependent businesses, primarily in the Retail and Telecoms sectors.
Following an honours degree in Economics from the University of Cambridge, he began his career in the Mars Group, progressing
through various marketing roles before joining Kingfisher Group in a senior marketing role. His experience included senior marketing
and commercial roles before moving into general management, and he has run major divisions of Daisy and Zen Internet, as well as
gaining experience as CEO of Ideal Shopping Direct plc. He has a particular focus on customer excellence and has received several
awards on behalf of his businesses for delivering outstanding service.
Caroline Ackroyd, Chief Financial Officer,
Caroline joined the business in September 2020, and was appointed to the board on 21 April 2021. She is an experienced CFO with
significant commercial experience in data rich technology-based businesses operating in competitive and client-centric markets. She
was previously CFO of Push Doctor, a provider of online GP services, and has held senior finance roles in Sky Betting & Gaming,
Coral Interactive and Sky. She is a fellow of the Association of Chartered Certified Accountants having trained with Smith & Williamson
in London. In recent years she has been recognised with accolades in both the Yorkshire and Northern Finance Director Awards.
Mark Carrington, Non-Executive Director
Member of Audit & Risk, Remuneration and Nomination Committees
Mark is a Fellow of the Association of Chartered Certified Accountants. He is a Non-Executive Director of a number of privately-
owned businesses both in the UK and Overseas. He is also involved in the provision of management services to a number of other
privately-owned and AIM listed businesses. Mark is a Non-Executive Director of Political Holdings Limited US and Shutdown
Maintenance Services Limited.
Philip Hanson, Non-Executive Director
Chair of Remuneration and Nomination Committees and member of Audit & Risk Committees
Philip is a fellow of the Chartered Institute of Marketing and has extensive experience in marketing and ecommerce both in the UK
and internationally, having held a number of senior roles in the FMCG and retail financial services sectors – latterly as Global
Marketing & ecommerce Director for Travelex. He is also Non-Executive Director of the Bettys & Taylors Group. He was a Director
of the French and Australian entities of the Goelet family wine business (SCEA Domaine de Nizas and Red Earth Nominees Pty Ltd
respectively) until December 2020. He is a Non-Executive Director of Silver Blue LLC which oversees the worldwide agriculture
assets of the Goelet family. Philip was a Director of Travelex Card Services Ltd until December 2015.
11 Jaywing plc Annual Report and Accounts 2021
Directors’ Report
The Directors submit their Annual Report on the affairs of the Group and the Company and the audited Financial Statements for the
year ended 31 March 2021.
Principal activity
The principal activity of the Company, and Group, during the year under review is providing agency and consulting services in the
areas of creative and brand strategy, performance marketing, data science and risk.
Results and dividend
The Group’s loss after taxation for the year ended 31 March 2021 was £0.2m (2020: loss of £9.0 million). The Directors do not propose
to pay a dividend.
Net assets at 31 March 2021 were £21.2m (2020: £22.2m)
Future developments
The future developments of the Group are referred to in the Chief Executive’s Report on page 6.
Political and charitable donations
The Group made charitable donations of £3k and no political donations during the year (2020: £Nil).
Directors’ interests
The present membership of the Board, together with biographies on each, is set out on page 11. All those Directors served throughout
the year or from appointment. The Directors’ interests in shares in the Company are set out in the Directors’ remuneration report on
page 16.
Directors’ third-party indemnity provisions
The Group maintains appropriate insurance to cover Directors’ and Officers’ liability. The Group provides an indemnity in respect of
all the Group’s Directors. Neither the insurance nor the indemnity provides cover where the Director has acted fraudulently or
dishonestly.
Employees
The Group is an Equal Opportunities Employer and no job applicant or employee receives more or less favourable treatment on the
grounds of age, gender, marital status, sexual orientation, race, colour, religion or belief.
It is the policy of the Group that individuals with disabilities, whether registered or not, should receive full and fair consideration for all
job vacancies for which they are suitable applicants. Employees who become disabled during their working life will be retained in
employment wherever possible and will be given help with any necessary rehabilitation and retraining.
Employees of the Group and its Subsidiaries are regularly consulted by local managers and kept informed of matters affecting them
and the overall development of the Group.
The Group is committed to maintaining high standards of Health and Safety for its employees, customers, visitors, contractors and
anyone affected by its business activities. Health and Safety is on the agenda for all regularly scheduled Board meetings.
Financial instruments
Details of the financial risk management objectives and policies of the Group, including hedging policies, are given in Note 32 to the
Consolidated Financial Statements.
Share Capital
Details of the Company’s Share Capital, including rights and obligations attaching to each class of share, are set out in Note 21 of the
Consolidated Financial Statements.
There are no restrictions on the transfer of ordinary shares in the capital of the Company, other than customary restrictions contained
within the Company’s Articles of Association and certain restrictions which may be required from time-to-time by law, for example,
insider trading law. In accordance with the Model Code, which forms part of the Listing Rules of the Financial Conduct Authority,
certain Directors and employees are required to seek the prior approval of the Company to deal in its shares.
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or
voting rights. The Company’s Articles of Association contain limited restrictions on the exercise of voting rights.
The Company’s Articles of Association may only be amended by special resolution at a General Meeting of shareholders.
12 Jaywing plc Annual Report and Accounts 2021
Major interests in shares
As at 10 August 2021, the Company had been notified, in accordance with chapter 5 of the Disclosure and Transparency Rules, of
the following voting rights as shareholder of the Company:
Lord Michael Ashcroft
Lombard Odier Investment Managers Group
J & K Riddell
A Gardner
M Boddy
Bailey Family
Canaccord Genuity Group Inc
Miton UK Microcap Trust plc
H & J Spinks
Number of voting rights
23,919,737
22,020,709
5,372,638
5,034,470
5,016,667
4,687,500
3,805,000
3,569,249
3,508,772
2021
%
25.6
23.6
5.8
5.4
5.4
5.0
4.1
3.8
3.8
2020
%
25.6
23.6
5.8
5.4
5.4
4.3
-
3.8
3.8
Section 172 statement
The Directors are required by the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote
success of the Company for the benefit of its stakeholders as a whole and in doing so are required to have regard for the following:
•
•
•
•
•
the likely long-term consequences of any decision;
the interests of the Group’s employees;
the need to foster the Group’s business relationships with suppliers, customers and others;
the impact of the Company’s operations on the community and the environment;
the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly
as between shareholders of the Company.
In 2019 the Company adopted the Corporate Governance Code for Small and Mid-Size Quoted Companies from the Quoted
Companies Alliance (the “QCA Code”). The Board considers the QCA Code is an appropriate code of conduct for the Company. There
are details of how the Company applies the ten principles of the QCA Code on the Company’s investor website. The Corporate
Governance Statement is included on pages 19 to 20 and forms part of this report.
The Chairman’s Statement and Chief Executive’s Report describe the Group’s activities, strategy and future prospects, including the
considerations for long term decision making on pages 5 to 6.
The Company considers that its major stakeholders are its employees, clients, lenders and shareholders. When making decisions,
the interests of these stakeholders are considered informally as part of the Board’s group discussions.
The Company is committed to being a responsible employer and strives to create a working environment where its employees are
actively engaged and can contribute to its success.
The Company understands the value of maintaining and developing relationships with its clients and suppliers, to support its potential
for future growth.
The Board does not believe that the Group has a significant impact on the environments within which it operates. The Board
recognises that the Group has a duty to be responsible and is conscious that its business processes minimise harm to the environment,
and that it contributes as far as is practicable to the local communities in which it operates. The Group’s Corporate and Social
Responsibility Policy is available on the Group’s investor website and the SECR report for the Group is included in this report.
The Board recognises the importance of maintaining high standards of business conduct. The Group operates appropriate policies
on business ethics and provides mechanisms for whistle blowing and complaints which all employees are aware of. These are
maintained by the Policy Steering Committee.
The Board aims to maintain good relationships with its shareholders and treats them equally. The Group has presented at forums for
retail investors and has regular contact with its major shareholders.
Corporate Social Responsibility
The Board recognises the importance of social, environmental and ethical matters and it endeavours to take account of the interests
of the Group’s stakeholders, including its investors, employees, clients, suppliers and business partners when operating the business.
13 Jaywing plc Annual Report and Accounts 2021
Streamlined Energy and Carbon Reporting (SECR)
Under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, we are
mandated to disclose our UK energy use and associated greenhouse gas (GHG) emissions. Specifically, and as a minimum, we are
required to report those GHG emissions relating to natural gas, electricity and transport fuel, as well as an intensity ratio, under the
Streamlined Energy and Carbon Reporting (SECR) Regulations.
To ensure we achieve the transparency required, and deliver effective emissions management, we implement and utilise robust and
accepted methods. Accordingly, whilst the Regulations provide no prescribed methodology, we collate our GHG data annually and
complete the calculation of our carbon footprint using the latest Defra (Department for Environment, Food and Rural Affairs)/BEIS
(Department for Business, Energy & Industrial Strategy) emissions factors.
The period covered for the purposes of the SECR section is 1 April 2020 to 31 March 2021 and our calculations are for the following
scope:
-
-
Buildings- related energy – natural gas (Scope 1) and electricity (Scope 2) and
Employee owned vehicles (grey fleet) (Scope 3)
Calculation Methodology
The Jaywing GHG emissions were assessed in accordance with Defra’s ‘Environmental reporting guidelines: including Streamlined
Energy and Carbon Reporting Requirements’ and use the 2019 emission factors developed by Defra and BEIS.
Results
Element
Direct emissions (Scope 1) – natural gas and LPG
Indirect emissions (Scope 2) – from purchases electricity
Total tCO2e (Scope 1 & 2)
Other indirect emissions (Scope 3) – grey fleet travel
Gross Total Emissions
Intensity metric (Gross Emissions): Tonnes of CO2e per employee
Total energy consumption (kWh)
2020/21 (tCO2e)
53,625
62,450
116,075
1,269
117,344
457
586,891
Energy Efficiency
As an office-based business, our environmental impact is relatively low and our Corporate Social Responsibility policy is available on
https://investors.jaywing.com, which covers our approach to the environment and sustainability.
At Jaywing, we
•
•
•
•
•
encourage the use of remote working facilities to avoid travelling where possible, particularly in the past year where the
effect of Covid-19 has meant that our offices have been closed and travel has reduced by over 97%
encourage the use of public transport wherever possible, both through our environmental policy and expenses policy, and
where not possible, encourage car sharing or environmentally friendly alternatives. We discourage, where possible, the use
of domestic flights
operate a cycle to work scheme
designed our head office to be as energy efficient as possible, with measures such as passive-stack ventilation and a large
amount of secure cycle storage plus showering facilities to encourage cycling
have switch off policies, including PIR activated lighting in some buildings, as well as trying to use energy as efficiently as
possible
have a clear policy on the use of plastics, with particular attention paid to single use plastics
aim to recycle all waste material that can be recycled and use local facilities to reduce the transportation of waste materials
aim to purchase energy efficient, environmentally and ecologically friendly products
•
•
•
• monitor our energy usage within our buildings.
All policies, including our environmental policy, are reviewed annually.
General Meeting
Your attention is drawn to the Notice of Meeting either enclosed with this Annual Report or online at https://investors.jaywing.com,
which sets out the resolutions to be proposed at the forthcoming General Meeting.
14 Jaywing plc Annual Report and Accounts 2021
Auditor
The Directors at the date of approval of this Annual Report confirm that:
•
•
so far as each Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
the Directors have taken all the steps that they ought to have taken as Directors, in order to make themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
The auditor, Grant Thornton UK LLP, has indicated its willingness to remain in office, and a resolution that it be re-appointed will be
proposed at the General Meeting.
By Order of the Board
Andrew Fryatt
Director
Dated: 24 August 2021
15 Jaywing plc Annual Report and Accounts 2021
Directors’ Remuneration Report
In preparing this report, we have followed the QCA’s Corporate Code of Governance and drawn on best practice available, as well as
those aspects of the UK Corporate Governance Code that we consider to be relevant to the Group.
The Remuneration Committee
During the year the Remuneration Committee comprised:
Philip Hanson (Chairman)
Ian Robinson
Mark Carrington
The Committee met four times during the year.
The Committee seeks input from the Company Secretary. The Committee makes reference to external evidence of pay and
employment conditions in other companies and is free to seek advice from external advisers.
Remuneration policy
The Group’s policy on remuneration for the current year and, so far as is practicable, for subsequent years, is set out below. However,
the Remuneration Committee believes that it should retain the flexibility to adjust the remuneration policy in accordance with the
changing needs of the business. Any changes in policy in subsequent years will be detailed in future reports on remuneration. The
Group must ensure that its remuneration arrangements attract and retain people of the right calibre in order to ensure corporate
success and to enhance shareholder value. Its overall approach is to attract, develop, motivate and retain talented people at all levels,
by paying competitive salaries and benefits to all its staff. Pay levels are set to take account of contribution and individual performance,
wage levels elsewhere in the Group, and with reference to relevant market information. The Group seeks to reward its employees
fairly and give them the opportunity to increase their earnings by linking pay to achieving business and individual performance targets.
Executive Directors are rewarded on the basis of individual responsibility, competence and contribution, and salary increases also
take into account pay awards made elsewhere in the Group as well as external market benchmarking.
During the year to 31 March 2021 there was one Executive Director on the Board as follows:
Andrew Fryatt (Chief Executive) – Appointed 21 April 2020
Caroline Ackroyd (Chief Financial Officer) was appointed to the board on 21 April 2021, after the year end.
The Executive Directors participate in a pension scheme but do not participate in any Group healthcare arrangements.
Non-Executive Directors’ fees
Fees for Non-Executive Directors are determined by the Board annually, taking advice as appropriate and reflecting the time
commitment and responsibilities of the role. The Non-Executive Chairman receives an annual fee of £50,000. Non-Executive Directors’
fees currently comprise a basic fee of £30,000 per annum plus £10,000 for chairing a committee.
Non-Executive Directors do not participate in the annual bonus plan, pension scheme or healthcare arrangements. The Company
reimburses the reasonable expenses they incur in carrying out their duties as Directors.
Remuneration components – Executive Directors
A proportion of each Executive Director’s remuneration is performance related.
Basic salary
Basic salary is set by the Remuneration Committee by taking into account the responsibilities, individual performance and experience
of the Executive Directors, as well as the market practice for executives in a similar position. Basic salary is reviewed (but not
necessarily increased) annually by the Remuneration Committee.
Annual bonus plan
The Executive Directors are eligible to participate in the annual bonus plan. The range of award is based on annual salary.
The performance requirements, for the ability to earn a bonus, are set by the Committee annually.
16 Jaywing plc Annual Report and Accounts 2021
Directors’ remuneration
The total amounts of the remuneration of the Directors of the Group for the years ended 31 March 2021 and 2020 are shown below:
31 March
Aggregate emoluments
Sums paid to third parties for Directors’ services
2021
£
276,897
27,500
304,397
2020
£
732,939
30,000
762,939
The emoluments of the Directors are shown below:
2021
Fees and
salary
2021
Benefits
in kind
2021
Bonus
2021
Total
2021
Pension
contributions
2020
Pension
contributions
31 March
Martin Boddy
Michael Sprot
Robert Shaw
Adrian Lingard
Andrew Fryatt
Mark Carrington~
Ian Robinson
Philip Hanson
Total
Resigned 27
January 2020
Resigned 24 March
2020
Resigned 26 March
2020
Resigned 20
December 2019
Appointed 21 April
2020
£
-
-
-
-
194,051
27,500
46,025
36,821
304,397
£
-
-
-
-
-
-
-
-
-
£
-
-
-
-
-
-
-
-
-
£
-
-
-
-
194,051
27,500
46,025
36,821
2020
Total
£
147,416
111,954
237,538
146,031
£
-
-
-
£
16,461
38,712
19,795
12,169
-
-
-
-
-
13,712
30,000
50,000
40,000
-
-
-
304,397
762,939
13,712
87,137
~ paid to a third party for the Director’s services
The salary of the highest paid Director was 4.7 times the average salary of all Group employees excluding the Directors in the table
above (2020: 5.6 times).
During the year, as part of the Covid-19 mitigation factors, the directors took a 20% pay reduction from April to August 2020.
Pensions
The Group made pension contributions on behalf of the Executive Director. The amount is shown in the table above.
Directors’ service agreements and letters of appointment
Contracts of service are negotiated on an individual basis as part of the overall remuneration package. The contracts of service are
not for a fixed period. Details of these service contracts are set out below:
Date of contract
Date of appointment
Notice period
Andrew Fryatt
26 March 2020
Caroline Ackroyd
7 September 2020
21 April 2020
21 April 2021
6 months
6 months
Company with whom
contracted
Jaywing plc
Jaywing plc
In the event of termination of their contracts, each Director is entitled to compensation equal to their basic salary and bonus for their
notice period.
Non-Executive Directors have letters of appointment, the details of which are as follows:
Ian Robinson
Philip Hanson
Mark Carrington
Date of contract
Notice period
Company with whom contracted
21 May 2014
27 April 2017
21 March 2018
3 months
3 months
3 months
Jaywing plc
Jaywing plc
Jaywing plc
17 Jaywing plc Annual Report and Accounts 2021
Directors’ interests in shares
The Directors’ interests in the share capital of the Company are set out below:
31 March
Ian Robinson
Philip Hanson
Andrew Fryatt
2021
Number of shares
470,267
109,462
96,969
2020
Number of shares
470,267
109,462
-
Other related party transactions
No Director of the Group has, or had, a disclosable interest in any contract of significance subsisting during or at the end of the year.
Disclosable transactions by the Company under IAS 24, Related Party Disclosures, are set out in Note 30. There have been no other
disclosable transactions by the Company and its Subsidiaries with Directors of the Company or any of the subsidiary companies and
with substantial shareholders since the publication of the last Annual Report.
By Order of the Board
Philip Hanson
Dated: 24 August 2021
18 Jaywing plc Annual Report and Accounts 2021
Corporate Governance Statement
This report is prepared by the Board and describes how the principles of corporate governance are applied, to the extent applicable
for a company the size of Jaywing plc. The Board has adopted the QCA Corporate Governance Code and considers that the Company
complies with each of the principles of the Code. The following should be noted with regard to the independence of the Company’s
Non-Executive Directors. The Board considers Philip Hanson, a Non-Executive Director, to be independent. The Board notes that Ian
Robinson and Mark Carrington are associated with one of the Company’s major shareholders which could appear to impair their
independence for the purposes of the Code. However, the Board considers that both Ian Robinson and Mark Carrington are able to
bring an independent view to bear on all matters dealt with by the Board and its various Committees. Independence is a Board
judgement.
There are details of how the Group applies the ten principles of the QCA Code on the Group’s investor website.
The Board
At 31 March 2021, the Board comprised Non-Executive Chairman Ian Robinson and Non-Executive Directors Philip Hanson and Mark
Carrington. Andrew Fryatt was appointed to the Board as Chief Executive Officer on 21 April 2020. Short biographical details of each
of the Directors are set out on page 11. The Board is responsible to the shareholders for the proper management of the Group and
meets at least six times a year to set the overall direction and strategy of the Group. All strategic operational and investment decisions
are subject to Board approval.
Caroline Ackroyd, Chief Financial Officer, joined the business in September 2020, and was appointed to the Board on 21 April 2021.
The roles of Chief Executive Officer and Chairman are separate and there is a clear division of their responsibilities. All Directors are
subject to re-election at least every three years
The Chairman’s role is to provide leadership to the Board, plan and conduct board meetings effectively, ensure the Board focuses on
its key tasks, and engage the board in assessing and improving its performance.
Board committees
Remuneration Committee
The Remuneration Committee comprises Philip Hanson (Chair), Ian Robinson and Mark Carrington. The Remuneration Committee,
on behalf of the Board, meets at least once a year and as and when necessary to review and approve as appropriate the contract
terms, remuneration and other benefits of the Executive Directors and senior management and major remuneration plans for the
Group as a whole.
The Remuneration Committee approves the setting of objectives for all the Executive Directors and authorises their annual bonus
payments for achievement of objectives. The Remuneration Committee approves remuneration packages sufficient to attract, retain
and motivate Executive Directors required to run the Group successfully, but does not pay more than is necessary for this service.
The Committee did not award any pay rises, bonus payments or share options during the year.
Further details of the Group’s policies on remuneration and service contracts are given in the Directors’ Remuneration report on pages
16-18.
Audit & Risk Committee
The Audit & Risk Committee comprises Ian Robinson (Chair), Mark Carrington and Philip Hanson. By invitation, the meetings of
the Audit & Risk Committee may be attended by the other Directors and the auditor. The Committee meets not less than three
times annually. The Audit & Risk Committee oversees the monitoring of the adequacy and effectiveness of the Group’s internal
controls, accounting policies and financial reporting and provides a forum for reporting by the Group’s external auditor. Its duties
include keeping under review the scope and results of the audit and its cost effectiveness, consideration of management’s
response to any major audit recommendations and the independence and objectivity of the auditor.
The Audit & Risk Committee review the significant estimates, judgements and risks in relation to the annual report and these are
outlined in the Strategic Review on page 8. The Committee also reviews the risks outlined in the Principal Risks and Uncertainties
detailed on page 10 and challenges the Executive Directors on the controls and processes in place to manage these. The
effectiveness of the external audit process has been assessed through discussions with both management and the auditors, and
it is proposed that Grant Thornton be reappointed as external auditor.
Nomination Committee
The Nomination Committee comprises Philip Hanson (Chair), Ian Robinson and Mark Carrington. It is responsible for nominating to
the Board candidates for appointment as Directors, having regard for the balance and structure of the Board. The committee meets
at least once a year. The terms of reference for all committees are available on the Group’s website.
Company Secretary
The Company Secretary is responsible for advising the Board through the Chairman on all governance issues. All Directors have
access to the advice and services of the Secretary.
19 Jaywing plc Annual Report and Accounts 2021
Board performance and evaluation
In addition to the re-election of Directors every three years, the Board has a process for evaluation of its own performance and
that of its committees and individual Directors, including the Chairman.
Attendance at Board and Committee meetings
The Directors attended the following Board and Committee meetings during the year ended 31 March 2021:
Total meetings held
Ian Robinson
Philip Hanson
Mark Carrington
Andrew Fryatt
Board
11
Remuneration
4
Audit & Risk
2
Nomination
1
11
11
11
11
4
4
4
4
2
2
2
2
1
1
1
1
Relationships with shareholders
The Board recognises the importance of effective communication with the Company’s shareholders to ensure that its strategy and
performance is understood and that it remains accountable to shareholders. The Company communicates with investors through
Interim Statements, audited Annual Reports, press releases and the Company’s website: https://investors.jaywing.com. At the
Company’s AGM shareholders are given the opportunity to question the Board. The Company obtains feedback from its broker
on the views of institutional investors on a non-attributed and attributed basis and any concerns of major shareholders would be
communicated to the Board.
Internal controls
The Board acknowledges its responsibility for establishing and maintaining the Group’s system of internal controls and will
continue to ensure that management keeps these processes under regular review and improves them where appropriate.
Management structure
There is a clearly defined organisational structure throughout the Group with established lines of reporting and delegation of
authority based on job responsibilities and experience.
Financial reporting
Monthly management accounts provide relevant, reliable, up-to-date financial and non-financial information to management and
the Board. Annual plans, forecasts and performance targets allow management to monitor the key business and financial activities
and the progress towards achieving the financial objectives. The annual budget is approved by the Board.
Monitoring of controls
It is intended that the Audit Committee receives regular reports from the auditor and assures itself that the internal control
environment of the Group is operating effectively. There are formal policies and procedures in place to ensure the integrity and
accuracy of the accounting records and to safeguard the Group’s assets. Significant capital projects and acquisitions and disposals
require Board approval.
Corporate Social Responsibility
The Board recognises the importance of social, environmental and ethical matters and it endeavours to take into account the
interests of the Group’s stakeholders, including its investors, employees, clients, suppliers and business partners when operating
the business.
Employment
At a subsidiary level, each individual company has established policies which address key corporate objectives in the management
of employee relations, communication and employee involvement, training and personal development and equal opportunity. The
Board recognises its legal responsibility to ensure the wellbeing, safety and welfare of its employees and to maintain a safe and
healthy working environment for them and for its visitors. Health and Safety is on the agenda for regularly scheduled plc Board
and Executive Team meetings.
Environment
By their nature, the Group’s regular operations are judged to have a low environmental impact and are not expected to give rise
to any significant inherent environmental risks over the next 12 months.
By Order of the Board
Caroline Ackroyd
Dated: 24 August 2021
20 Jaywing plc Annual Report and Accounts 2021
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Directors’ Report, the Strategic Report and the Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have to
prepare the financial statements in accordance with international financial reporting standards in conformity with the requirements of
the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs and profit or loss of the company and group for that period.
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
•
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable international financial reporting standards in conformity with the requirements of the Companies
Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements; and
•
prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the
Company’s transactions, and disclose with reasonable accuracy, at any time, the financial position of the Group and the Company
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and the Company and hence, for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
By Order of the Board
Andrew Fryatt
Dated: 24 August 2021
21 Jaywing plc Annual Report and Accounts 2021
Independent auditor’s report to the members of Jaywing plc
Opinion
Our opinion on the financial statements is unmodified
We have audited the financial statements of Jaywing plc (the ‘parent company’) and its subsidiaries (the ‘Group’)
for the year ended 31 March 2021, which comprise the Consolidated statement of comprehensive income, the
Consolidated balance sheet, the Consolidated cash flow statement, the Consolidated statement of changes in
equity, the principal accounting policies, the notes to the consolidated financial statements, the Company profit
and loss account, the Company balance sheet, the Company statement of changes in equity and the notes to the
parent company financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in the preparation of the Group financial statements is applicable law
and international accounting standards in conformity with the requirements of the Companies Act 2006. 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, including Financial Reporting Standard 101
‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the parent company’s
affairs as at 31 March 2021 and of the Group’s and the parent company’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 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 Group and the parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to 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 are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s and the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report.
However, future events or conditions may cause the Group or the parent company to cease to continue as a going concern.
A description of our evaluation of management’s assessment of the ability to continue to adopt the going concern basis of
accounting, and the key observations arising with respect to that evaluation is included in the key audit matters section of our report.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
The responsibilities of the directors with respect to going concern are described in the ‘Responsibilities of directors for the financial
statements’ section of this report.
22 Jaywing plc Annual Report and Accounts 2021
Our approach to the audit
Overview of our audit approach
Overall materiality:
Group: £122,000, which represents 3% of the Group’s normalised loss
before tax.
Parent company: £83,000, which represents 0.25% of the parent
company’s total assets, capped at its component materiality.
Key audit matters in respect of the Group were identified as:
Materiality
Key audit
matters
•
•
Revenue recognition (same as the previous year);
Impairment of goodwill and other non-current assets (same as the
previous year); and
Scoping
concern, and therefore as a KAM, in the previous year).
• Going concern (included as a material uncertainty related to going
A key audit matter in respect of the parent company was identified as:
•
Impairment of investments in subsidiaries (same as the previous
year).
Our auditor’s report for the year ended 31 March 2020 included no key
audit matters that have not been reported as key audit matters in our
current year’s report.
We performed an audit of the financial information of the parent company
and of the subsidiary undertakings, using component materiality (full-
scope audit procedures). The operations that were subject to full-scope
audit procedures made up 100 per cent of consolidated revenue and 100
per cent of the Group’s loss before tax. This approach was consistent
with the prior year.
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) that we identified. These
matters included those that 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.
Description
Audit
reponse
KAM
Disclosures Our results
23 Jaywing plc Annual Report and Accounts 2021
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit.
High
Potential
financial
statement
impact
IFRS 16 balances
Impairment of goodwill and
other non-current assets
Impairment of investments
in subsidiaries*
Going
concern
Revenue
recognition
Acquisition
accounting
Valuation of
financial
instruments
Management
override of
controls
Borrowings
Wages and
salaries
Coronavirus Job
Retention Scheme
Trade
receivables
Trade
payables
Low
Low
* Relates to parent company risk
Extent of management judgement
High
Key audit matter
Significant risk
Other risk
Key Audit Matter – Group
How our scope addressed the matter – Group
Revenue recognition
We identified revenue recognition as one of the most
significant assessed risks of material misstatement due
to fraud.
Revenue is a major driver of the business and under
ISA (UK) 240 ‘The Auditor’s Responsibilities Relating to
Fraud in an Audit of Financial Statements’, there is a
presumption that there are risks of fraud in revenue
recognition, that could result in material misstatements.
The Group enters into a high volume of transactions
and some contracts are entered into which span the 31
March 2021 year end. The contracts across all revenue
streams have varying terms and degrees of complexity.
There is a risk that the deferral and recognition of
revenues does not match the underlying terms of
customer contracts, in particular the period over which
the performance obligations are met, or is not in
accordance with the requirements of International
Financial Reporting Standard (IFRS) 15 ‘Revenue from
Contracts with Customers’. There is also a risk that
revenue relates to fictitious transactions and therefore
did not occur.
Revenue recognition is susceptible to management bias
which heightens this risk.
In responding to the key audit matter, we performed the
following audit procedures:
• assessing the design effectiveness of controls
around revenue recognition through the
performance of walkthroughs;
• assessing whether the revenue recognition policy is
in accordance with IFRS 15;
•
selecting a sample of contracts and assessing
whether revenue has been recognised in
accordance with the Group’s accounting policy;
•
selecting a sample of revenue contracts to
recalculate the revenue recognition of these
contracts in line with IFRS 15, including evaluating
each of the 5 steps of revenue recognition,
recalculating any contract asset / liabilities in
relation to the transaction and agreeing to
supporting documentation for each;
•
selecting a sample of contract asset / liability
balances and agreeing these to supporting
documentation for ensure revenue has been
recognised appropriately;
• performing analytical procedures, including trend
and ratio analysis comparing results to prior year;
and
•
testing revenue recognised around the year end to
confirm that it is recorded in the correct year.
24 Jaywing plc Annual Report and Accounts 2021
Key Audit Matter – Group
How our scope addressed the matter – Group
Relevant disclosures in the Annual Report and
Accounts 2021
•
Financial statements: Note 1 to the consolidated
financial statements, Segmental analysis
Our results
Based on our audit work, we did not identify any
material misstatements in revenue recognition and we
concluded that revenue was recognised in accordance
with the Group’s accounting policy and IFRS 15.
Impairment of goodwill and other non-current
assets
In responding to the key audit matter, we performed the
following audit procedures:
We identified impairment of goodwill and other non-
current assets as one of the most significant assessed
risks of material misstatement due to error.
• assessed the design effectiveness of controls over
the impairment review through the performance of
The carrying value of goodwill and other intangible
assets at 31 March 2021 was £29.8 million (2020:
£27.6 million). Based on the current trading
conditions in the environment within which the
Group operates, including Covid-19 and the
economic impact on the sector, we have identified
an elevated risk in relation to the impairment of
goodwill and other non-current assets.
Management performs an impairment review on an
annual basis using discounted cash flows on a value in
use basis.
The key judgements made by management in
assessing goodwill and other intangible assets for
impairment include the growth and discount rates
applied in the discounted cash flow calculations, due to
the sensitivity of these assumptions to changes, and the
identification of cash generating units (CGUs).
Relevant disclosures in the Annual Report and
Accounts 2021
•
Financial statements: Notes 14 and 15 to the
consolidated financial statements, Goodwill and
Other intangible assets respectively.
walkthroughs;
•
assessed whether the accounting policy for
intangible assets and goodwill is in accordance with
International Accounting Standard (IAS) 38
‘Intangible Assets’ and IAS 36 ‘Impairment of
Assets’, and whether the accounting policy had
been applied consistently through our assessment
of the impairment model;
•
assessed the integrity of the impairment models by
testing the mechanical and mathematical accuracy;
•
obtained an understanding the process used by
management to determine the discount rates, and
using auditor’s internal experts to evaluate them
against their expectations and the industry norms;
•
assessed the appropriateness of the CGUs
identified and the allocation of assets and
cashflows to these CGUs;
•
assessed the appropriateness of any changes to
assumptions since the prior year;
•
challenged the cash flow forecasts and growth
rates with reference to historical forecasts and
actual performance to assess management’s ability
to forecast accurately; and
•
assessed the adequacy of the disclosures included
within the financial statements for compliance with
IAS 36.
Our results
Based on our audit work, we concluded that the
impairment of goodwill and other non-current assets
has been accounted for in accordance with IAS 36 and
agree that no impairment is appropriate for goodwill and
other non-current assets. The disclosures made in
notes 14 and 15 to the consolidated financial
statements appropriately describe this matter.
Going concern
We identified going concern as one of the most
significant assessed risks of material misstatement due
to fraud and error.
In responding to the key audit matter, we performed the
following audit procedures:
• obtained management’s forecasts covering the
period from 1 April 2021 to 31 March 2023,
25 Jaywing plc Annual Report and Accounts 2021
Key Audit Matter – Group
How our scope addressed the matter – Group
Covid-19 is one of the most significant economic events
for the UK, and at the date of this report there is an
unprecedented level of uncertainty as to the ultimate
impact of these events on the Group and the parent
company, given the sector within which they operate. In
undertaking their assessment of going concern for the
Group and the parent company, the directors
considered the impact of Covid-19 in their forecast
future performance of the Group and the parent
company and the anticipated cash flows as follows:
•
the current financing available to the Group and
associated debt covenants;
including their assessment of the potential impact of
Covid-19 and assessed how these forecasts were
compiled, including assessing their accuracy by
challenging the reasonableness of the underlying
assumptions, including the discount rate and growth
rate, and considering whether the assumptions are
consistent with our understanding of the business;
• obtained post year end management accounts and
assessed them against the forecasts used in the
impairment review for the same period to assess
•
cost saving actions that the Group have
any potential impact over the forecast period of the
implemented as a result of the Covid-19 pandemic;
variances identified;
•
the Government's Coronavirus Job Retention
• assessed the accuracy of management’s past
Scheme; and
•
the potential impact on revenues generated from
customers based on a number of Covid related
forecasting by comparing management’s forecasts
for the prior year to the actual results for the prior
year and considering the impact on the cash flow
scenarios.
forecast;
The directors have concluded, based on the various
scenarios developed, that the Group and the parent
company have sufficient resources available to meet
their liabilities as they fall due for at least 12 months
following the date of approval of the financial
statements, and have concluded that there are no
material uncertainties that may cast significant doubt
over the Group’s and the parent company’s ability to
continue as a going concern.
As a result of the judgement required by management
to conclude whether there is a material uncertainty
related to going concern, we have identified going
concern as a key audit matter.
Relevant disclosures in the Annual Report and
Accounts 2021
•
Financial statements (Group): Principal
accounting policies, Going concern; and
•
Financial statements (parent company): Note 1
‘Accounting policies’ to the parent company
financial statements, Going concern.
• assessed management’s cash and available
financing facilities as well as the continued support
of lenders;
•
corroborated any mitigating actions taken by
management to support the going concern
assumption and to relevant documentation and
evaluation of their application in the forecasts for
accuracy;
• performed further sensitivity analysis to
management’s reverse stress test including
assessing the likelihood of the scenario, to
determine the reduction in revenue and
consequently earnings after tax that would lead to
elimination of the headroom in their cash flow
forecasts; and
• assessed the adequacy of the going concern
disclosures included within the financial statements.
Our results
We have nothing to report in addition to that stated in
the ‘Conclusions relating to going concern’ section of
our report.
Key Audit Matter – Parent company
Impairment of investments in subsidiaries
We identified impairment of investments in
subsidiaries as one of the most significant assessed
risks of material misstatement due to error.
The carrying value of the parent company’s
investments in subsidiaries at 31 March 2021 was
How our scope addressed the matter– Parent
company
In responding to the key audit matter, we performed the
following audit procedures:
• assessed whether the accounting policy for
investments in subsidiaries is in accordance with
IAS 27 ‘Separate Financial Statements’ and IAS 36
26 Jaywing plc Annual Report and Accounts 2021
Key Audit Matter – Parent company
£34.7 million (2020: £32.5 million). Based on the
current trading conditions in the environment within
which the Group operates, including Covid-19 and
the economic impact on the sector, we have
identified an elevated risk in relation to the
impairment of investments in subsidiaries.
Management performs an impairment review on an
annual basis using discounted cash flows on a
value in use basis.
The key judgements made by management in
assessing the carrying value of investments in
subsidiaries for impairment include the growth and
discount rates applied in the discounted cash flow
calculations, due to the sensitivity of these
assumptions to changes.
Relevant disclosures in the Annual Report and
Accounts 2021
•
Financial statements: Note 12 to the parent
company financial statements, Investments
How our scope addressed the matter– Parent
company
‘Impairment of Assets’, and whether the accounting
policy had been applied consistently;
• assessed the position and performance of each
subsidiary undertaking to assess whether there
were any indications of impairment;
• assessed the integrity of the impairment models by
testing the mathematical and mechanical accuracy;
• understanding the process used by management to
determine the discount rates, and using auditor’s
experts to evaluate them against their expectations
and the industry norms;
• assessed the appropriateness of any changes to
assumptions since the prior year; and
•
challenged the cash flow forecasts with reference to
historical forecasts and actual performance to
support any significant expected future changes to
the business and ensure that cash can be
transferred through the Group.
Our results
Based on our audit work, we concluded that the
impairment of investments has been accounted for in
accordance with IAS 36 and that no impairment of the
investments balance is required for the year. The
disclosures made in note 12 to the parent company
financial statements appropriately describe this matter.
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified
misstatements on the audit and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the
auditor’s report.
Materiality was determined as follows:
Materiality measure
Group
Parent company
Materiality for financial
statements as a whole
We define materiality as the magnitude of misstatement in the financial statements
that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of these financial statements. We use materiality in
determining the nature, timing and extent of our audit work.
Materiality threshold
£122,000, which is 3% of the Group’s
normalised loss before tax, based on a
three financial year average.
£83,000, which is 0.25% of the parent
company’s total assets, capped at its
component materiality, which is a
percentage of Group materiality.
Significant judgements
made by auditor in
determining the
materiality
In determining materiality, we made the
following significant judgements:
In determining materiality, we made the
following significant judgements:
• The most important KPI to
• The parent company is a holding
management of the Group is
company which has no trade, so we
earnings, so we therefore considered
therefore considered total assets to
the Group’s loss before tax to be the
be the most appropriate benchmark
most appropriate benchmark for the
for the parent company; and
27 Jaywing plc Annual Report and Accounts 2021
Materiality measure
Group
Parent company
Group. There have been significant
• The percentage applied of 0.25% was
fluctuations in the Group’s loss before
selected based on the risk profile of
tax year on year and for this reason
the parent company as a component
we normalised the benchmark using a
within a listed Group.
Materiality for the current year is lower
than the level that we determined for the
year ended 31 March 2020 to reflect the
decrease in Group materiality for the
current year, at which parent company
materiality is capped at a percentage
thereof.
three year average; and
• We determined a percentage of 3% to
be appropriate based on the Group
being listed on AIM and continuing to
make losses during the year, as well
as experiencing a challenging year
due to Covid-19 and other factors.
Materiality for the current year is lower
than the level that we determined for the
year ended 31 March 2020 to reflect the
decrease in the Group’s loss before tax
for the current year, which is included in
the three year average noted above.
Performance
materiality used to
drive the extent of our
testing
We set performance materiality at an amount less than materiality for the financial
statements as a whole to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole.
Performance materiality
threshold
£91,500, which is 75% of financial
statement materiality.
£62,250, which is 75% of financial
statement materiality.
Significant judgements
made by auditor in
determining the
performance materiality
In determining performance materiality,
we made the following significant
judgements:
In determining performance materiality,
we made the following significant
judgements:
•
the strength of the Group’s control
•
the strength of the parent company’s
environment; and
control environment; and
• our experience auditing the financial
•
very few mistatements have been
statements of the Group, including
identified in previous audits.
the effect of limited misstatements
identified in previous audits.
Therefore we considered maintaining
performance materiality at the higher end
of our scale to be appropriate.
Therefore we considered maintaining
performance materiality at the higher end
of our scale to be appropriate.
Specific materiality
We determine specific materiality for one or more particular classes of transactions,
account balances or disclosures for which misstatements of lesser amounts than
materiality for the financial statements as a whole could reasonably be expected to
influence the economic decisions of users taken on the basis of the financial
statements.
Specific materiality
We determined a lower level of specific
materiality for the following areas:
We determined a lower level of specific
materiality for the following areas:
• Directors’ remuneration; and
• Directors’ remuneration; and
• Related party transactions.
• Related party transactions.
We determine a threshold for reporting unadjusted differences to the Audit & Risk
Committee.
Communication of
misstatements to the
Audit & Risk
Committee
28 Jaywing plc Annual Report and Accounts 2021
Materiality measure
Group
Parent company
Threshold for
communication
£6,100 and misstatements below that
threshold that, in our view, warrant
reporting on qualitative grounds.
£4,150 and misstatements below that
threshold that, in our view, warrant
reporting on qualitative grounds.
The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential
uncorrected misstatements.
Overall materiality – Group
Overall materiality – Parent company
Normalised loss
before tax
£3,954,000
PM
£89,250,
75%
FSM
£122,000
3%
Total assets,
£35,974,000
PM
£62,250,
75%
FSM
£83,000,
0.25%
TFPUM
30,500, 25%
TFPUM
£20,750, 25%
FSM: Financial statements materiality, PM: Performance materiality, TFPUM: Tolerance for potential uncorrected misstatements
An overview of the scope of our audit
We performed a risk-based audit that requires an understanding of the Group’s and the parent company’s business and in particular
matters related to:
Understanding the Group, its components, and their environments, including Group-wide controls
• We obtained an understanding of the Group and its environment, including Group-wide controls, and assessed the risks of
material misstatement at the Group level;
• We obtained an understanding of the individual components, including component specific controls, and assessed the risks of
material misstatement at the Group level. We held planning discussions with the Group’s management team; and
• We performed walkthroughs of key areas of focus, including significant risks, in order to confirm our understanding of the control
environment across the Group.
Identifying significant components
• We identified a total of nine components which were all identified as significant based on their individual financial significance to
the Group. The measures used to determine significance were based on the Group’s revenue, the Group’s loss before tax and
the Group’s total assets.
Type of work to be performed on financial information of parent and other components (including how it addressed the key audit
matters)
• We performed a full-scope audit of the financial statements of the parent company, and of the financial information of the
subsidiary undertakings.
29 Jaywing plc Annual Report and Accounts 2021
Communications with component auditors
• All audit work was performed by Grant Thornton member of network firms which includes overseas firms in the Grant Thornton
International Limited network. We issued Group instructions to one component auditor in relation to performing two full-scope
audits. The Group audit team were involved in the risk assessments of those components and reviewed the audit file for the
significant and other risk areas.
Performance of our audit
• The operations that were subject to full-scope audit procedures made up 100 per cent of the Group’s revenue and 100 per cent
of the Group’s loss before tax. This approach was consistent with the prior year.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual
report and accounts, 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.
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
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.
Matter on which we are required to report under the Companies Act 2006
In the 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.
Matters on which we are required to report by exception
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 for the financial statements
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
30 Jaywing plc Annual Report and Accounts 2021
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected,
even though the audit is properly planned and performed in accordance with the ISAs (UK).
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the parent company
and determined that the most significant are international accounting standards in conformity with the requirements of the
Companies Act 2006, Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ and the Companies Act 2006;
• We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial
statements from our general commercial and sector experience, through discussion with the directors and the Audit & Risk
Committee, and from inspection of the Group board minutes and legal and regulatory correspondence. We discussed the
policies and procedures regarding compliance with laws and regulations across the Group with the directors and the Audit &
Risk Committee;
• We assessed the susceptibility of Jaywing plc's consolidated and parent company financial statements to material
misstatement, including how fraud might occur by meeting with management from relevant parts of the business, including key
management of all significant components, to understand where management considered there was a susceptibility to fraud.
We also considered performance targets and their influence on efforts made by management to manage earnings or influence
the perceptions of analysts;
• The engagement team was assessed to ensure that appropriate competence and capabilities were held to enable the team to
identify non-compliance with laws and regulations;
• We communicated with the component auditor to request that they identify any instances of non-compliance with laws and
regulations that could give rise to a material misstatement of the Group financial statements;
• Audit procedures performed by the engagement team included:
- assessing the design effectiveness of controls established by management to address the risks relating to irregularities and
fraud;
-
testing manual journal entries, in particular journal entries relating to management estimates and entries determined to be
large or relating to unusual transactions; and
-
identifying and testing related party transactions based on those identified by management and our awareness of the
related parties within the Group. Related party transactions identified were agreed to supporting documentation and
assessed for reasonableness.
31 Jaywing plc Annual Report and Accounts 2021
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.
Donna Steel
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Sheffield
24 August 2021
32 Jaywing plc Annual Report and Accounts 2021
Consolidated Statement of Comprehensive Income
For the year ended 31 March
Note
Revenue
Direct Costs
Net Revenue
Other operating income
Operating expenses
Operating Profit / (loss)
Finance costs
Net financing costs
Loss before tax
Tax credit
Loss for the year
1
1
2
3
4
5
Loss for the year is attributable to:
Non-controlling interests
Owners of the parent
Other comprehensive income
Items that will be reclassified subsequently
to profit or loss
Exchange differences on retranslation of foreign
operations
27
Total comprehensive income for the period
Total comprehensive income is attributable
to:
Non-controlling interests
Owners of the Parent
Basic loss per share
Loss per share
Total
26
6
2021
£'000
25,957
(5,792)
20,165
2020
£’000
29,723
(5,680)
24,043
793
38
(20,867)
(32,955)
91
(451)
(451)
(360)
119
(241)
71
(312)
(241)
(8,874)
(518)
(518)
(9,392)
436
(8,956)
188
(9,144)
(8,956)
(6)
(247)
(155)
(9,111)
71
(318)
(247)
(0.34p)
(0.34p)
188
(9,299)
(9,111)
(9.95p)
(9.95p)
The accompanying Notes form part of these Consolidated Financial Statements.
33 Jaywing plc Annual Report and Accounts 2021
Consolidated Balance Sheet
As at 31 March
Note
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Current assets
Trade and other receivables
Contract assets
Current tax asset
Cash and cash equivalents
Total assets
Current liabilities
Borrowings
Trade and other payables
Contract Liabilities
Current lease liabilities
Current tax liabilities
Provisions
Non-current liabilities
Non-current lease liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Equity attributable to owners of the parent
Share capital
Share premium
Capital redemption reserve
Shares purchased for treasury
Share option reserve
Foreign currency translation reserve
Retained earnings
Equity attributable to owners of the parent
Non-controlling interest
Total equity
12
14
15
16
17
18
18
19
17
13
19
13
20
21
21
24
23
25
27
28
26
2021
£'000
2,060
29,789
799
32,648
6,214
619
474
752
8,059
40,707
8,338
8,065
1,163
666
194
42
2020
£'000
2,887
27,586
2,604
33,077
5,229
648
391
1,996
8,264
41,341
7,939
7,498
949
678
106
42
18,468
17,212
877
113
990
19,458
1,515
422
1,937
19,149
21,249
22,192
34,992
10,088
125
(25)
-
(161)
(24,124)
20,895
354
21,249
34,992
10,088
125
(25)
696
(155)
(24,868)
20,853
1,339
22,192
These Financial Statements were approved by the Board of Directors on 24 August 2021 and were signed on its behalf by:
Andrew Fryatt
Director
Company number: 05935923
The accompanying Notes form part of these Consolidated Financial Statements.
34 Jaywing plc Annual Report and Accounts 2021
Consolidated cash flow statement
For the year ended 31 March
Cash flow from operating activities
Loss after tax
Adjustments for:
Depreciation of property, plant & equipment
Depreciation of right of use assets
Amortisation of intangibles
Impairment of goodwill
Impairment of other intangibles
Financial expenses
Fair value movement of put / call option
Share-based payment expense
Taxation charge
Operating cash flow before changes in working capital
(Increase) / Decrease in trade and other receivables
Increase / (Decrease) in trade and other payables
Cash generated from operations
Interest paid
Tax paid
Net cash flow from operating activities
Cash flow from investing activities
Payment of deferred consideration
Acquisition of intangible assets
Acquisition of non-controlling interest
Acquisition of property, plant and equipment
Net cash outflow from investing activities
Cash flow from financing activities
Increase in borrowings
Repayment of borrowings
Repayment of Lease Liabilities (IFRS16)
Net cash inflow / (outflow) from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents comprise:
Cash at bank and in hand
The accompanying Notes form part of these Consolidated Financial Statements.
Note
2021
£'000
2020
£'000
(241)
(8,956)
3
12
18
18
13
259
666
1,118
-
690
451
(435)
(696)
(119)
1,693
(901)
331
666
1,547
5,468
321
518
123
(484)
(436)
(902)
2,428
(573)
1,466
2,258
(74)
(376)
1,808
(377)
(3)
(1,925)
(98)
(2,403)
-
-
(649)
(649)
(1,244)
1,996
752
953
(279)
(309)
365
(325)
(108)
-
(66)
(499)
7,700
(5,650)
(610)
1,440
1,306
690
1,996
752
1,996
35 Jaywing plc Annual Report and Accounts 2021
Consolidated statement of changes in equity
Share
Capital
£’000
Share
Premium
Account
£’000
Capital
Redemption
Reserve
£’000
Treasury
Shares
£’000
Share
Option
Reserve
£’000
Foreign
Currency
Translation
Reserve
£’000
34,992
10,088
125
(25)
838
Balance at 31 March 2019
Charge in respect of share-based
payments
Transactions with owners
Profit/(loss) for the period
Transfer in relation to lapsed share
options
Retranslation of foreign currency
Total comprehensive income for the
period
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23
23
-
(165)
Balance at 31 March 2020
34,992
10,088
125
(25)
Retained
Earnings
£’000
Equity
attributable
to parent
£’000
Non-
controlling
Interest
£’000
Total
equity
£’000
(15,889)
30,129
1,151
31,280
-
-
23
23
-
-
23
23
(9,144)
(9,144)
188
(8,956)
-
-
-
-
-
-
(155)
165
-
(165)
696
(155)
(155)
(8,979)
(24,868)
-
(155)
(9,299)
20,853
-
-
-
(155)
188
(9,111)
1,339
22,192
1,056
(1,056)
-
(1,056)
-
-
-
71
(241)
-
-
(696)
(6)
71
(943)
354
21,249
-
1,056
(312)
(696)
(6)
(1,014)
20,895
Acquisition of Subsidiaries
Charge in respect of share-based
payments
Transactions with owners
Profit/(loss) for the period
Transfer in relation to lapsed share
options
Retranslation of foreign currency
Total comprehensive income for the
period
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(696)
-
(696)
-
-
-
-
-
(6)
(6)
1,056
-
1,056
(312)
-
-
(312)
Balance at 31 March 2021
34,992
10,088
125
(25)
-
(161)
(24,124)
The accompanying Notes form part of these Consolidated Financial Statements.
36 Jaywing plc Annual Report and Accounts 2021
Principal Accounting Policies
Jaywing plc is a Company incorporated in the UK and is AIM listed.
The Consolidated Financial Statements consolidate those of Jaywing plc and its subsidiaries (together referred to as the ‘Group’).
The Consolidated Financial Statements have been prepared and approved by the Directors in accordance with International
accounting standards in conformity with the Companies Act 2006. The Consolidated Financial Statements have been prepared
under the historical cost convention.
The principal accounting policies of the Group are set out below. The policies have remained unchanged from the previous.
Going concern
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the
Group can continue in operational existence for the foreseeable future.
In addition to the normal process of preparing forecasts for the individual companies with the group and a consolidated position for
the group, the board has also considered the potential impact of Covid-19 on the cash flows of the group for the assessed period to
31 March 2023. This has been done by looking at various scenarios within the forecasts for the potential effect of changes in the
market during the forecast period.
Since March 2020, the economic impact of Covid-19 has resulted in revenue levels below those of the prior year, although we have
been able to provide continuous service to our clients during this period. The Group has taken actions to protect both cash and
profitability through this period, including voluntary salary reductions, rent deferrals and taking advantage of Government schemes
for job retention and VAT payment deferral. The Group has continued to win new work through the period, and it remains on track to
improve its performance year on year building on the restructure started in late 2019.
At the beginning of the financial year being reported, the impact of Covid-19 indicated the existence of a degree of uncertainty which
cast significant doubt, as with many other organisations, about the Group’s ability to continue as a going concern. The outcome for
the year and the forecasts prepared by the business show that we do not consider there to be same level of uncertainty now as
there was 12 months ago.
In considering their position the Directors have also had regard to letters of support in respect of the secured debt which have
received from each of the holders of that debt. Details of this debt are contained in Note 18 on page 53 and Note 30 on page 56.
The Group financial statements do not include the adjustments that would result if the Group were unable to continue as a going
concern. The Directors have a reasonable expectation that the Group has adequate resources to continue in existence for the
foreseeable future and have concluded it is appropriate to adopt the going concern basis of accounting in the preparation of the
financial statements.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the rights to variable returns from its
involvement with the investee and has the ability to affect these returns through its power over the investee. In assessing control,
potential voting rights that are currently exercisable or convertible are taken into account. The Financial Statements of subsidiaries
are included in the Consolidated Financial Statements from the date that control commences until the date that control ceases.
Transactions between subsidiary companies are eliminated on consolidation.
Revenue
Revenue is generated mainly under the following four contractual models:
1. Monthly retainers
2. Project-based
3. Consulting day rates
4. Licences (with and without support)
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identify the contract with the customer
2. Identify the performance obligations
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations
5. Recognise revenue when the performance obligations are satisfied
The Group often enters into transactions involving a range of the Group’s products and services, for example providing a client
with data consultancy and brand development work. In all cases, the total transaction price for a contract is allocated amongst
the various performance obligations based on their relative stand-alone selling prices.
37 Jaywing plc Annual Report and Accounts 2021
Revenue is recognised over time, as the Group satisfies performance obligations by transferring the promised goods or services
to its customers.
We recognise revenue and net revenue in the financial statements, net revenue is defined as revenue recognised against a
client less any direct third party costs, where we act as principal in the transaction, based on the control which the group holds
over the services provided.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports
these on the face of the consolidated balance sheet. Similarly, if the Group satisfies a performance obligation before it receives
the consideration, the Group recognises a receivable in its consolidated balance sheet as a contract asset.
Monthly retainers
A client will sign up to a contract for a period of between six and 18 months, with a fixed fee each month for an agreed amount
of work to be performed. Under each contract, there may be more than one service provided to the customer, each with different
performance obligations, such as PPC and SEO management, which will have agreed KPIs. These services will be set out in
the contract with revenue amounts associated and the revenue streams will be recognised separately.
The transaction price is set out in the contract for each service provided and revenue is allocated to the various performance
obligations on this basis. The customer may choose to take additional services for a period of time, which would be subject to a
separate agreement. Any performance fees payable under a contract would relate to a specific month and be calculated in line
with the provisions set out in the contract.
Revenue is recognised over time as the customer simultaneously receives and consumes the benefits of the services as the
service is performed. It is recognised using the output method, on a straight-line basis over the life of the contract as the amount
of work required to perform under these contracts does not vary significantly from month to month, therefore the straight-line
method provides a faithful depiction of the transfer of goods or services.
Project-based
A client will enter into a framework agreement that covers all work performed by Jaywing, and will then issue a brief or work
order for a specific piece of work to be performed. This could be the development of a website for a client, or the production of a
creative campaign. The work would normally take a period of between one and six months to complete.
Normally, a specific brief or work order is provided for a project under the overall framework agreement. This will detail the
services to be provided to the customer, with a price set out against each element as appropriate. The transaction price is set
out in the work order for each element of the project. The customer may choose to vary the scope at any stage, and that would
be subject to an updated work order. That work order would still be part of the original contract as those services would not be
distinct from those in the original contract.
Revenue is recognised over time, using the input method as Jaywing’s performance creates or enhances an asset that the
customer controls as the asset is created or enhanced, and the revenue recognised reflects the efforts or inputs Jaywing has
made to the satisfaction of the performance obligation.
Consulting day rates
A client will enter into a contract for a piece of work that is quoted as a number of days charged at a rate per day. This work will
be either risk, marketing or data based and could involve building models, databases and analysis of data. Invoices will usually
be raised monthly for the number of days of work performed.
A specific piece of work is contracted for, which will normally be a number of days’ work charged at a rate per day, with different
rates for different levels of seniority. The transaction price is set out in the contract. The customer may choose to vary the scope
at any stage, and that would be subject to an updated work schedule. That work order would still be part of the original contract
as those services would not be distinct from those in the original contract.
Revenue is recognised over time as the customer simultaneously receives and consumes the benefit of the services as the
services are performed. It is recognised using the input method, based on the number of days’ work performed during the
month.
Licences
A client enters into a contract for a product licence, including support from Jaywing, to run that product and interpret the results
from it. The product and support are not separately identifiable because the client is not able to operate the product licence
without this support as they do not have the skills or a login to the system. The license price is set out in the contract.
Revenue is recognised over time based on the provision of the licence and support during the month as the customer
simultaneously receives and consumes the benefit of the services as the services are provided.
38 Jaywing plc Annual Report and Accounts 2021
There are no differences in payment terms for each of these categories; the only differences in payments terms are from
individual terms agreed with clients which are between 30 and 60 days.
Foreign currency
Transactions in foreign currencies are translated into the entity’s functional currency at the foreign exchange rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in profit or
loss.
Dilapidations provision
Provision is made for expected future dilapidations costs in respect of property held under leases. The estimated costs are
capitalised within leasehold improvements and depreciated over the remaining lease term.
Judgements made by the Directors in the application of these accounting policies that have a significant effect on the Consolidated
Financial Statements, together with estimates with a significant risk of material adjustment in the next year, are discussed in Note
31 to the Consolidated Financial Statements.
Classification of instruments issued by the Group
Instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet
the following two conditions:
§ they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other financial
assets, or to exchange financial assets or financial liabilities with another party, under conditions that are potentially unfavourable
to the Company (or Group); and
§ where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes
no obligation to deliver a variable number of the Company’s own equity instruments, or is a derivative that will be settled by the
Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the items are classified as a financial liability. Where the instrument so classified takes
the legal form of the Company’s own shares, the amounts presented in these Financial Statements for called up Share Capital
and Share Premium Account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of finance expenses. Finance payments associated
with financial instruments that are classified in equity are dividends and are recorded directly in equity.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of
property, plant and equipment.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property,
plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
Leasehold improvements
Office equipment
Buildings
-
-
-
over period of lease
3 - 5 years
over period of lease
It has been assumed that all assets will be used until the end of their economic life.
Intangible assets and goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the
cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those that can be sold
separately, or that arise from legal or contractual rights, regardless of whether those rights are separable, and are initially
recognised at fair value. Development costs incurred in the year, which meet the criteria of IAS 38, are capitalised and amortised
on a straight-line basis over their economic life.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not
amortised but is tested annually for impairment.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated
impairment losses.
39 Jaywing plc Annual Report and Accounts 2021
Amortisation is charged to profit or loss on a straight-line basis over the estimated useful lives of intangible assets, unless such
lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each
balance sheet date. Other intangible assets are amortised from the date they are available for use.
The estimated useful lives are as follows:
Customer relationships
Development costs
Trademarks
Order books
-
-
-
-
4 to 12 years
3 to 6 years
2 to 20 years
1 year
Impairment
For goodwill that has an indefinite useful life, the recoverable amount is estimated annually. For other assets, the recoverable
amount is only estimated when there is an indication that an impairment may have occurred. The recoverable amount is the higher
of fair value less costs to sell and value in use. Value in use is determined by assessing net present value of the asset based on
future cash flows.
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 first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. 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. With the exception of goodwill, all assets are subsequently reassessed for
indications that an impairment loss previously recognised no longer exists.
Put/call options
The put/call options in Frank Digital PTY have been valued by an independent assessor and are recognised with both a service
and non-service element in the accounts. The non-service element is fully recognised as at the date of acquisition and the fair
value reviewed annually. The service element is treated as a cash-settled share-based payment with the share-based payment
valued at the point of inception and the cost being spread over the life of the asset.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments and non-financial assets. This involves
developing estimates and assumptions consistent with how market participants would price the instrument. Management bases
its assumptions on observable data as far as possible, but this is not always available. In that case, management uses the best
information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction
at the reporting date (see Note 32).
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in profit or loss as incurred.
Share-based payment transactions
The weighted average fair value for the EBITDA performance options was calculated using the Black-Scholes Merton Option
Pricing Model, and the fair value for the share price options was calculated using the Monte Carlo Model. This is charged to profit
or loss over the vesting period of the award. The charge to profit or loss takes account of the estimated number of shares that will
vest. Where the options do not have any market conditions attached, the number expected to vest is reassessed at each reporting
period. All share-based remuneration is equity-settled. Provision is made for National Insurance when the Group is committed to
settle this liability. The charge to profit or loss takes account of the options expected to vest, is deemed to arise over the vesting
period, and is discounted. The remaining share based payment schemes were terminated in October 2020.
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past
event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and, where appropriate, the risks specific to the liability.
Expenses
Leases
The Company reports using IFRS 16, whereby the Company now recognises a lease liability and a right of use asset.
40 Jaywing plc Annual Report and Accounts 2021
The Group leases four offices and printers. The Group has elected not to separate lease and non-lease components and instead
accounts for these as a single lease component. The lease agreements do not impose any covenants other than the security
interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement
date;
• amounts expected to be payable by the group under residual value guarantees;
• the exercise price of a purchase option if the group is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is
generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic
environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group, where possible, uses recent third-party financing received by the individual
lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received.
If the Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in
the lease liability until they take effect, then when adjustments to lease payments based on an index or rate take effect, the lease
liability is reassessed and adjusted against the right of use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period
so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right of use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
Right of use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If
the Group is reasonably certain to exercise a purchase option, the right of use asset is depreciated over the underlying asset’s
useful life.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on
a straight-line basis over the period of the lease. Associated costs, such as maintenance and insurance, are expensed as
incurred.
Net financing costs
Net financing costs comprise interest payable and interest receivable on funds invested. Interest income and interest payable are
recognised in profit or loss as they accrue using the effective interest method.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income, or directly in equity, in which case it is recognised in other
comprehensive income or in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at
the balance sheet 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, except to the extent that it arises on:
•
•
•
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;
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
41 Jaywing plc Annual Report and Accounts 2021
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 balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which
the asset can be utilised.
Financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank borrowings that are repayable on demand and form
an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only
of the statement of cash flows.
Trade and other receivables
IFRS 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit
loss (ECL) model’. This replaced IAS 39’s ‘incurred loss model’.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead the Group considers a
broader range of information when assessing credit risk and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life
of the financial instrument.
Financial liabilities
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being
recognised in profit or loss over the period of the borrowings on an effective interest basis.
Trade and other payables
Trade payables are initially recorded at fair value and thereafter at amortised cost using the effective interest rate method.
Segmental reporting
The Group reports its business activities in three client-facing operating segments: Retail, FMCG and Financial & Professional
Services.
Share Capital
Share Capital represents the nominal value of shares that have been issued.
Share Premium
Share Premium includes any premiums received on issue of Share Capital. Any transaction costs associated with the issuing of
shares are deducted from Share Premium, net of any related income tax benefits.
Capital Redemption Reserve
Capital Redemption Reserve represents the amount by which the nominal value of the shares purchased or redeemed is greater
than proceeds of a fresh issue of shares.
Shares Purchased for Treasury
Represents the nominal value of the shares purchased by the Company.
Share Option Reserve
Represents the fair value charge of share options in issue.
Foreign Currency Translation Reserve
Represents the exchange differences on retranslation of foreign operations.
Retained Earnings
Retained Earnings includes all current and prior period retained profits and share-based employee remuneration.
Non-controlling interests
The profit or loss attributable to the non-controlling ownership stakes in subsidiary companies is transferred from Retained Earnings
to non-controlling interests each year.
Significant judgement in applying accounting policies and key estimation uncertainty
42 Jaywing plc Annual Report and Accounts 2021
When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses.
Significant management judgement
The following are significant management judgements in applying the accounting policies of the Company that have the most
significant effect on the financial statements.
Capitalisation of internally developed software
Distinguishing the research and development phases of a new customised software project and determining whether the recognition
requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors
whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be
impaired.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of
the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and
IT equipment.
Accounting estimates and judgements
Accounting estimates
Impairment of goodwill and other intangible assets
The carrying amount of goodwill is £29,789k (2020: £27,586k) and the carrying amount of other intangible assets is £799k (2020:
£2,604k). The Directors are confident that the carrying amount of goodwill and other intangible assets is fairly stated and have
carried out an impairment review. The forecast cash generation for each CGU and the WACC represent significant assumptions
and should the assumptions prove to be incorrect, there would be a significant risk of a material adjustment within the next financial
year. The sensitivity to the key assumptions is shown in Note 14.
Accounting judgements
Recognition of revenue
The Directors consider that they act as a principal in transactions where the Group assumes the credit risk. Where this is via an
agency arrangement and the Group assumes the credit risk for all billings, it therefore recognises gross billings as revenue. For
other income sources, revenue recognition is assessed in line with the five steps of IFRS.
Recognition of contract assets and liabilities
Contract assets related to the portion of performance obligations already fulfilled by the Group and for which the definitive right to
receive cash was subject to completing further work under the relevant contract. Contract assets are converted into trade
receivables at the point that work delivered to the client is invoiced resulting in the Group’s unconditional right to receive cash.
Contract assets therefore represent a portion of future payments receivable by the Group under existing contracts.
Contract liabilities consist of cash advances received from customers on account of work orders received and the remaining
liabilities relate to the amount of performance obligations still to be fulfilled and for which payment has already been received from
the client.
Put / Call Option
The put/call options in Frank Digital PTY have been valued by an independent assessor and are recognised with both a service
and non-service element in the accounts. The non-service element is fully recognised as at the date of acquisition and the fair
value reviewed annually. The service element is treated as a cash-settled share-based payment with the share-based payment
valued at the point of inception and the cost being spread over the life of the asset.
Identification of performance obligations
The determination of the number of distinct performance obligations in a contract requires judgement, based on whether the
customer can benefit from use of the service on its own or together with other resources that are readily available to it, and also
whether the promise to transfer the service is separately identifiable from other promises in the contract. As explained in the
accounting policy for revenue, contracts usually include just one distinct performance obligation.
Allocation of the transaction price to performance obligations
Where a contract contains multiple performance obligations, the transaction price is required to be allocated to the different
performance obligations. Wherever possible, the transaction price is allocated on a standalone selling price basis, by reference to
the agreed customer statement of works. In the event that this is not available, the price is allocated to the various performance
obligations on a reasonable basis with reference to the expected time involved in performing the service and management’s
experience of similar projects.
43 Jaywing plc Annual Report and Accounts 2021
Notes to the Consolidated Financial Statements
1. Segmental analysis
During the year 2020/21, the Group reported its operations by client-facing market segments (Retail, FMCG, Financial &
Professional Services), reflecting the revised operating divisions of the Group.
During the year, no customer accounted for greater than 10% of the Group's revenue (2020: None).
Group Net Revenue by Client Facing Operating Segments
Retail
FMCG
Financial & Professional Services
“Retail” includes:
“FMCG” includes:
“Financial & Professional Services ” includes:
Net Revenue by Geographic Markets
United Kingdom
Australia
All revenue is recognised over time.
2021
£'000
7,337
6,317
6,511
20,165
2020
£'000
8,686
7,776
7,581
24,043
Retail, Travel & Leisure, Hospitality, Property & Utilities
Consumer Goods, Industrial, Telecoms, Support Services, Healthcare,
Education, Public Sector & Non-Profit
Financial & Professional Services
2021
£'000
15,969
4,196
20,165
2020
£'000
20,180
3,863
24,043
Net Revenue is defined as revenue less third-party direct costs of sale. Revenue in the UK was £21,706k (2020: £25,810k), and in
Australia £4,251k (2020: £3,913k).
Non-current assets by Geographic Markets
The Group’s non-current assets (other than financial instruments, investments accounted for using the equity method, deferred tax
assets and post-employment benefit assets) are located into the following geographic markets:
United Kingdom
Australia
Non-current assets are allocated based on their physical location.
2. Other operating income
Other operating income
2021
£'000
32,554
94
32,648
2021
£'000
793
2020
£'000
32,963
114
33,077
2020
£'000
38
The Group has taken the option to present income received from Government sources in relation to Covid-19 as other operating
income, rather than netted against costs. The Group received funds from the UK Government under the Covid-19 Job Retention
Scheme of £451,000. Under the corresponding scheme in Australia, Cashflow boost and Job Keepers, the Group received £330,000.
Of the £781,000 received in the year to March 2021, £601,000 was received in the six month period to September 2020.
Other operating income includes amounts received from the administrator of a client for a contractual obligation to perform services
on their behalf. During the year, the Group received a further distribution of £12,000 (2020: £38,000). It is anticipated there may be
further distributions in the future but the Board is unaware of the quantum or timing of these potential receipts.
44 Jaywing plc Annual Report and Accounts 2021
3. Operating expenses
Continuing operations:
Wages and salaries
Social Security Costs
Other Pension Costs
Share-based payments credits
Fair value movement on put / call option
Depreciation of property, plant & equipment
Depreciation of right of use assets
Restructuring costs
Amortisation
Impairment to the carrying value of goodwill
Impairment of other intangible assets
Other operating expenses
Total operating expenses
2021
£'000
13,135
1,267
707
(696)
(435)
259
666
488
1,118
-
690
3,668
20,867
2020
£'000
16,511
1,793
1,021
(484)
123
331
666
867
1,547
5,468
321
4,791
32,955
Impairment of other intangible assets in 2021 relates to the retirement of a brand name as part of the restructuring activities and
the move towards trading only as Jaywing in the UK.
The fair value movement in put / call option in 2021 relates to the crystallisation of a gain on the acquisition of the remaining
25% of Massive Group PTY Ltd and a movement in relation to the fair value measurement of the Frank Digital PTY Ltd put / call
option.
4. Finance costs
Interest expense
Interest on lease liabilities (see note 13)
Fair values finance charge / (credit) on Put / Call option
Total
5. Tax credit
Recognised in the consolidated statement of comprehensive income:
Current year tax
Origination and reversal of temporary differences
Total tax credit
Reconciliation of total tax charge:
Loss before tax
Taxation using the UK Corporation Tax rate of 19% (2019: 19%)
Effects of:
Non-deductible expenses
Total tax credit
2021
£'000
403
74
(26)
451
2021
£'000
224
(343)
(119)
2020
£'000
404
101
13
518
2020
£'000
(193)
(243)
(436)
(360)
(9,392)
(68)
(1,784)
(51)
(119)
1,348
(436)
45 Jaywing plc Annual Report and Accounts 2021
6. Loss per share
Basic loss per share
Diluted loss per share
2021
Pence per
Share
2020
Pence per
Share
(0.34p)
(9.95p)
(0.34p)
(9.95p)
Loss per share has been calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary
shares in issue during the year.
The calculations of basic and diluted loss per share are:
Loss for the year attributable to shareholders
Weighted average number of ordinary shares in issue:
Basic
Adjustment for share options
Diluted
7. Auditor's remuneration
Auditor's remuneration:
Audit of Company Financial Statements
Other amounts payable to the auditor and its associates in respect of:
Audit of Subsidiary Company Financial Statements
Audit related assurance services
Taxation compliance services
Taxation advisory services
2021
£'000
2020
£'000
(318)
(9,299)
2021
Number
2020
Number
93,432,217
-
93,432,217
3,243,178
93,432,217
96,675,395
2021
£'000
2020
£'000
40
97
4
30
66
37
90
4
28
44
Amounts paid to the Group’s auditor in respect of services to the Company, other than the audit of the Company’s Financial
Statements, have not been disclosed separately as the information is required instead to be disclosed on a consolidated basis. In
addition to last year’s reported audit figures an amount was agreed and paid to cover over-runs of £40,000, making the total
payable in relation to the audit £167,000.
46 Jaywing plc Annual Report and Accounts 2021
8. Key management personnel compensation
Key management of the Group is considered to be the Board of Directors and the Senior Leadership Team.
Short-term benefits:
Salaries including bonuses
Social security costs
Total short-term benefits
Share-based payment credit
Defined contribution pension plan costs
Key management compensation
Further information in respect of Directors is given in the Directors’ Remuneration Report on page 16.
Remuneration in respect of Directors was as follows:
Emoluments receivable
Fees paid to third parties for Directors’ services
Company pension contributions to money purchase pension schemes
2021
£’000
1,429
182
1,611
(696)
103
1,018
2021
£'000
276
28
14
318
2020
£’000
1,912
246
2,158
(484)
190
1,864
2020
£'000
733
30
87
850
During the current period and the prior year, there were no benefits accruing to Directors in respect of the defined contribution
pension scheme.
The highest paid Director received remuneration of £208,000 (2020: £257,000).
9. Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as
follows:
Management and administration
Client Service Staff
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs
Share option (credits) – PSP Options (see Note 10)
Share option (credits) – Employers NI (see Note 10)
2021
Number
2020
Number
44
245
289
2021
£'000
13,135
1,267
707
(588)
(108)
14,413
73
287
360
2020
£'000
16,511
1,793
1,021
(409)
(75)
18,841
47 Jaywing plc Annual Report and Accounts 2021
10. Employee benefits
The Group had granted share options under the Jaywing plc Performance Share Plan.
The share option schemes terminated in October 2020. Details are as follows:
At start of the year
Issued during the year
Exercised during the year
Lapsed during the year
At end of the year
Exercisable at end of year
2021
2020
Number of
share options
3,301,200
-
-
(3,301,200)
-
-
Weighted
average
exercise
price
Number of
share options
Weighted
average
exercise
price
5.0p
5.0p
5.0p
5.0p
5.0p
6,169,926
-
-
(2,868,726)
3,301,200
5.0p
850,865
5.0p
5.0p
5.0p
5.0p
5.0p
5.0p
The share options scheme was terminated in October 2020.
Share options outstanding at the year-end were as follows:
As at 31 March 2021
Number
-
As at 31 March 2020
Number
3,301,200
Exercise price
-
Period of exercise
From
-
To
-
Exercise price
5.0p
Period of exercise
From
01/04/2017
To
30/09/2022
Credit to the statement of comprehensive income
Under IFRS 2, the Group is required to recognise an expense in the relevant Company’s Financial Statements. The expense is
apportioned over the vesting period based upon the number of options which are expected to vest and the fair value of those
options at the date of grant. In the year to March 2021 this resulted in a credit to the P&L of £696k.
11.
Interests in Subsidiaries
The details of subsidiaries held directly by the Group are set out in Note 12 of the plc Parent Company accounts. After the
acquisition of the remaining 25% of Massive Group Pty in October 2020, the Group includes one subsidiary (2020: two) with
material non-controlling interests (NCI):
Name
Massive Group PTY
Frank Digital PTY
Proportion of ownership interests
and voting rights held by NCI
2020
%
25
25
2021
%
-
25
Total comprehensive
income allocated to NCI
2020
£’000
147
41
188
2021
£’000
-
71
71
Accumulated NCI
2020
£’000
1,056
283
1,339
2021
£’000
-
354
354
No dividends were paid to the NCI during the financial years 2021 and 2020.
Jaywing plc acquired the remaining 25% of Massive Group PTY on 21 October 2020 after the remaining shareholders exercised
their put option. The 25% stake was acquired for $4.0m (£2.2m), the total consideration for the purchase of the 100% interest was
$9.6m (£5.4m). At 31 March 2021 an amount of £0.3m was still outstanding to the original shareholders, this was fully paid by 30
June 2021.
48 Jaywing plc Annual Report and Accounts 2021
12. Property, plant and equipment
Cost
At 1 April 2019
Additions
Recognition of right of use assets
Disposals
At 31 March 2020
Additions
Disposals
At 31 March 2021
Depreciation
At 1 April 2019
Depreciation charge for the year
Depreciation of right of use assets
Depreciation on disposals
At 31 March 2020
Depreciation charge for the year
Depreciation of right of use asset
Depreciation on disposals
At 31 March 2021
Net book value
At 31 March 2021
At 31 March 2020
At 1 April 2019
Buildings
£'000
-
2,673
-
2,673
-
-
2,673
-
-
640
-
640
-
640
-
1,280
1,393
2,033
-
Leasehold
improvements
£'000
1,438
-
-
-
1,438
-
-
1,438
1,018
40
-
-
1,058
67
-
-
1,125
313
380
420
Office
equipment
£'000
1,411
66
130
(432)
1,175
98
(679)
594
816
291
26
(432)
701
192
26
(679)
240
354
474
595
Total
£'000
2,849
66
2,803
(432)
5,286
98
(679)
4,705
1,834
331
666
(432)
2,399
259
666
(679)
2,645
2,060
2,887
1,015
The assets are covered by a fixed charge in favour of the Group’s lenders.
49 Jaywing plc Annual Report and Accounts 2021
13. Leases
The company has lease contracts for offices occupied and printers. The amounts recognised in the financial statements in relation
to the leases are as follows:
(i) Amounts recognised in the consolidated balance sheet
The balance sheet shows the following amounts relating to leases:
Right of use assets
Buildings
Plant and machinery
Lease liabilities
Current
Non-current
(ii) Amounts recognised in the income statement
The income statement shows the following amounts relating to leases:
Depreciation charge of right of use assets
Buildings
Plant and machinery
Interest expense (included in finance cost)
2021
£'000
1,393
78
1,471
666
877
1,543
2021
£'000
640
26
666
74
2020
£'000
2,033
104
2,137
678
1,515
2,193
2020
£'000
640
26
666
101
There are no other amounts relating to low value or short term leases excluded from the above amounts.
14. Goodwill
Cost and net book value
At 1 April 2019
Impairment in year
At 31 March 2020
Additions (note 11)
At 31 March 2021
Goodwill by Geographic Market
United Kingdom
Australia
Goodwill
£'000
33,054
(5,468)
27,586
2,203
29,789
2021
£'000
2020
£'000
24,873
24,873
4,916
2,713
29,789
27,586
Goodwill and other intangible assets have been tested for impairment by assessing the value in use of the relevant cash generating
units (“CGU”), the cash generating units are measured at UK and Australia level as this is how we will be reviewing the trading
positions going forward. This is a change to previous year when there were 6 CGU’s used in the forecast, the re-organisation of
the business operation means that it is more accurate to use 2 CGU’s for forecasting, as this is how the businesses are run on a
day to day basis. The value in use calculations were based on projected cash flows in perpetuity. Budgeted cash flows for 2021/22
to 2028/29 were used. These were based on the forecast for 2022 with growth rates of 7.5% then applied to EBITDA for the
following two years, and 2.5% for subsequent years. In management’s view this is a conservative assumption.
50 Jaywing plc Annual Report and Accounts 2021
The average year-on-year growth in earnings before interest, tax, depreciation and amortisation (EBITDA) that has been used as
the basis for forecasting cash flows for each of the cash generating units when testing for impairment were:
2022/23 to 2023/24
2024/25 to Perpetuity
Year-on-year
growth
7.5%
2.5%
These growth rates are based a conservative view to give consistency with prior year valuation models. The growth rates shown are
the average applied to the cash flows of the individual cash generating units and do not form a basis for estimating the consolidated
profits of the Group in the future. The growth rates used and the periods they cover are based on an ability to deliver additional
revenue efficiently.
The discount rate used to test the cash generating units was the Group’s post-tax Weighted Average Cost of Capital (“WACC”)
of 11.5% (2020:10.9%). The individual cash generating units were assessed for risk variances from the WACC, but in the absence
of geographical risk, currency risk and any significant price risk variations, the same WACC was used for all the cash generating
units.
As a result of these tests, no impairment was considered necessary (2020: £5,468k).
As part of the review, a number of scenarios were calculated using the impairment model. These looked at what effect changes in
the WACC rates and movements in EBITDA would have to the outcome.
• With no movement in EBIDTA a movement of 0.5% to 12% in the WACC rate gave the result of no impairment,
•
•
•
•
A movement by 1% to 12.5% gave rise to no impairment .
Keeping the WACC rate at 11.5% and reducing EBITDA by 5% gave rise to no impairment .
A reduction of EBITDA by 10% gave rise to no impairment.
The final test was an increase in WACC by 1% to 12.5% and a reduction in EBITDA by 10%, this gave rise to an
impairment of £2,313k.
15. Other intangible assets
Customer
relationships
Order books
Trademarks
Development
costs
£'000
£’000
£’000
£'000
Cost
At 1 April 2019
21,305
1,457
Additions during the year from acquisitions
-
-
1,080
-
1,080
-
-
21,305
1,457
-
-
-
-
21,305
1,457
1,080
18,610
1,296
321
20,227
875
-
-
1,457
-
-
1,457
-
-
-
313
51
-
364
26
-
690
21,102
1,457
1,080
203
1,078
2,695
-
-
-
-
716
767
Total
£'000
25,313
108
25,421
3
(161)
25,263
20,949
1,547
321
22,817
1,118
(161)
690
24,464
799
2,604
4,364
1,471
108
1,579
3
(161)
1,421
569
200
-
769
217
(161)
-
825
596
810
902
At 31 March 2020
Additions during the year
Disposals during the year
At 31 March 2021
Amortisation
At 1 April 2019
Amortisation charge for the year
Intangible impairment
At 31 March 2020
Amortisation charge for the year
Disposal
Intangible impairment
At 31 March 2021
Net book amount
At 31 March 2021
At 1 April 2020
At 1 April 2019
51 Jaywing plc Annual Report and Accounts 2021
The remaining amortisation period for customer relationships is one year. The trademarks relate one entity and a trade name, this
name stopped being used during the period and the balance has been impaired to nil value to reflect the retirement of the name.
The cost of brought forward customer relationships was determined as at the date of acquisition of the subsidiaries by professional
valuers. The valuations used the discounted cash flow method, assuming rates of customer attrition at 10% and sales growth at
2% each year. The discount rate applied at that time to the future cash flows were specific to each Subsidiary and were all in the
range 14.6% to 15.5%.
Trademarks represent the trading names used by the company. These are estimated to have an economic life of 20 years, the
remaining trading name covered by this was retired in the year and the corresponding balance impaired to nil value.
Development costs relate to internally developed products that are either sold to clients standalone or used to provide services to
them.
Goodwill and other intangible assets have been tested for impairment. The method, key assumptions and results of the
impairment review are detailed in Note 14. On the basis of this review, it has been concluded that there is no need to impair the
carrying value of these intangible assets (2020: £321,000).
16. Trade and other receivables
Trade receivables
Prepayments
Deferred tax
Other receivables
The carrying amount of trade and other receivables approximates to their fair value.
17. Contract assets and liabilities
Contract assets
Accrued income
2021
£'000
5,536
426
158
94
6,214
2020
£'000
4,503
559
104
63
5,229
2021
£'000
619
2020
£'000
648
Contract assets related to the portion of performance obligations already fulfilled by the Group and for which the definitive right to
receive cash was subject to completing further work under the relevant contract. Contract assets are converted into trade
receivables at the point that work delivered to the client is invoiced resulting in the Group’s unconditional right to receive cash.
Contract assets therefore represent a portion of future payments receivable by the Group under existing contracts.
Contract Liabilities
At 31 March 2020
Recognised in year
Invoiced in year
At 31 March 2021
Deferred
Revenue
£'000
949
(885)
1,099
1,163
Contract liabilities consist of cash advances received from customers on account of work orders received and the remaining
liabilities relate to the amount of performance obligations still to be fulfilled and for which payment has already been received from
the client.
52 Jaywing plc Annual Report and Accounts 2021
18. Borrowings and Net Debt
Borrowings
Average interest rates at the balance sheet date were:
2021
£'000
2020
£'000
8,338
7,939
%
4.82
%
5.42
As the loans are at variable market rates their carrying amount is equivalent to their fair value.
The borrowings are repayable on demand and interest is calculated at 3 month LIBOR plus a margin. The reduction in the LIBOR rate
over the last year has led to a reduction in the underlying rate of interest payable on the loan.
The borrowings are secured by charges over all the assets of Jaywing and guarantees and charges over all of the assets of the
various subsidiaries (Jaywing UK Limited (formerly known as Scope Creative marketing Limited), Alphanumeric Limited, Gasbox
Limited, Jaywing Central Limited, Jaywing Innovation limited, Bloom Media (UK) Limited, Epiphany Solutions limited).
Further details of the borrowings are provided in Note 30 on page 56.
Reconciliation of Net debt
Cash and cash equivalents
Borrowings
Net Debt
1 April 2020
Cash flow
£’000
£’000
1,996
(7,939)
(5,943)
(1,244)
-
(1,244)
Accrued
Interest not
paid
£’000
-
(399)
(399)
The changes in the Group’s liabilities arising from financing activities can be classified as follows:
1 April 2020
Interest accrued not paid
31 March 2021
1 April 2019
Cash-flows:
-
Repayment
-
Proceeds
Interest accrued not paid
31 March 2020
Long-term
borrowings
£’000
Short-term
borrowings
£’000
-
-
-
7,939
399
8,338
Long-term
borrowings
£’000
Short-term
borrowings
£’000
3,850
1,800
(3,850)
(1,800)
-
-
-
7,700
239
7,939
31
March
2021
£’000
752
(8,338)
(7,586)
Total
£’000
7,939
399
8,338
Total
£’000
5,650
(5,650)
7,700
239
7,939
53 Jaywing plc Annual Report and Accounts 2021
19. Trade and other payables
Trade payables
Tax and social security
Accruals
Deferred Consideration
Other payables
2021
£'000
2,145
2,161
2,402
1,236
121
8,065
2020
£'000
2,301
1,052
2,376
1,769
-
7,498
The carrying amount of trade and other payables approximates to their fair values. All amounts are short term.
Deferred consideration (comprising put/call options and other deferred consideration) is carried at fair value through profit and
loss account movements (see Note 33).
Provisions
At 1 April 2020 and 31 March 2021
Total provisions are analysed as follows:
Current
2021
£'000
42
42
2020
£'000
42
42
At 31 March 2021 a provision of £42,000 (2020: £42,000) was recognised for dilapidations costs expected to be incurred on exit of
property. The provision has been estimated based on the costs already incurred to bring the property to its current condition. The
estimated costs have not been discounted as the impact is not considered to be significant. There are no significant uncertainties
about the amount or timing.
20. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities:
Accelerated capital allowances on property, plant and equipment:
At start of year
Prior year adjustment
Origination and reversal of temporary differences
At end of year
Other temporary differences:
At start of year
Prior year adjustment
Origination and reversal of temporary differences
At end of year
Total deferred tax:
At start of year
Origination and reversal of temporary differences (Note 5)
At end of year
Origination on acquisition
Deferred tax is included within:
Deferred tax liability
Deferred tax asset
2021
£'000
(27)
(1)
(20)
(48)
345
(41)
(301)
3
318
(363)
(45)
113
(158)
(45)
2020
£'000
12
(2)
(37)
(27)
549
(7)
(197)
345
561
(243)
318
422
(104)
318
The majority of the other temporary differences relates to the liability arising on the valuation of intangible assets on acquisition.
There are no deductible differences or losses carried forward for which no deferred tax asset is recognised. There are no
temporary differences associated with investments in Subsidiaries for which deferred tax liabilities have not been recognised.
54 Jaywing plc Annual Report and Accounts 2021
The March 2021 Budget announced an increase in the UK standard rate of corporation tax to 25% from 1 April 2023. The
legislation received Royal Assent on 10 June 2021 so was substantively enacted after the reporting date. Deferred tax as at 31
March 2021 has therefore been provided at 19%.
21. Share capital
Authorised:
Authorised Share Capital at 31 March
2020 and at 31 March 2021
Allotted, issued and fully paid:
At 31 March 2020
At 31 March 2021
45p deferred
shares
£’000
5p ordinary
shares
£’000
45,000
10,000
45p deferred
shares
Number
5p ordinary
shares
Number
67,378,520
93,432,217
67,378,520
93,432,217
£’000
34,992
34,992
The 5 pence ordinary shares have the same rights (including voting and dividend rights and rights on a return of capital) as the
previous 50 pence ordinary shares. Holders of the 45 pence deferred shares do not have any right to receive notice of any General
Meeting of the Company or any right to attend, speak or vote at any such meeting. The deferred shareholders are not entitled to
receive any dividend or other distribution and shall, on a return of assets in a winding up of the Company, entitle the holders only
to the repayment of the amounts paid up on the shares, after the amount paid to the holders of the new ordinary shares exceeds
£1,000,000 per new ordinary share. The deferred shares are also incapable of transfer and no share certificates have been issued
in respect of them.
22. Share premium
At start and end of year
23. Treasury shares
2021
£'000
2020
£'000
10,088
10,088
2021
£'000
2020
£'000
At start and end of year (99,622 shares)
(25)
(25)
24. Capital redemption reserve
At start and end of year
25. Share option reserve
At start of year
Share option charge
Transfer in relation to lapsed share options
At end of year
2021
£'000
2020
£'000
125
125
2021
£'000
696
-
(696)
-
2020
£'000
838
23
(165)
696
The Board of Directors approved the original transfer of reserves from Retained Earnings to a designated share option reserve.
55 Jaywing plc Annual Report and Accounts 2021
26. Non-controlling interest
At start of year
Acquisition of subsidiaries (note 11)
Share of profit for the year
At end of year
27. Foreign currency translation reserve
At start of year
Exchange differences on translation of foreign operations
At end of year
28. Retained earnings
At start of year
Acquisition of non-controlling interest
Transfer in relation to lapsed share options
Retained loss for the year
At end of year
2021
£'000
1,339
(1,056)
71
354
2021
£'000
(155)
(6)
(161)
2021
£'000
(24,868)
1,056
-
(312)
(24,124)
2020
£'000
1,151
-
188
1,339
2020
£'000
-
(155)
(155)
2020
£'000
(15,889)
-
165
(9,144)
(24,868)
29. Capital commitments
The Group had no commitments to purchase property, plant and equipment at 31 March 2021 or at 31 March 2020: £Nil.
30. Related parties
The services of Mark Carrington as Non-Executive Director of the Company were purchased from Deacon Street Partners Limited
for a fee of £27,500 (2020: £30,000). At the year end, £7,500 (2020: £7,500) was outstanding to Deacon Street Partners Limited.
On 2 October 2019 entities associated with two of its major shareholders (the “Major Shareholders”) acquired the Company’s
existing secured loan facility of £5,200,000 (“Jaywing Facility”) The Major Shareholders immediately provided the Company with
additional secured facilities by increasing the Jaywing Facility by £3,000,000 to £8,200,000, which enabled the Company to repay
its existing outstanding overdraft and provide it with additional working capital. The Jaywing Facility has been provided to the
Company on the same terms as those provided by the previous lender. At the year end £8,338,000 (2020: £7,939,000) was
outstanding. Further details of these borrowings are provided in Note 18 on page 53.
31. Standards and interpretations in issue at 31 March 2021 but not yet effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing
Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards
have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective
date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been
disclosed as they are not expected to have a material impact on the Group’s financial statements.
32. Financial risk management
The Group uses various financial instruments. These include loans, cash, issued equity investments and various items, such as
trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to
raise finance for the Company’s operations.
The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail
below.
The main risks arising from the Group’s financial instruments are market risk, cash flow interest rate risk, credit risk and liquidity
risk. The Directors review and agree policies for managing each of these risks and they are summarised below.
56 Jaywing plc Annual Report and Accounts 2021
Market risk
Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and price risk. In this instance, price
risk has been ignored as it is not considered a material risk to the business. The Group’s policies for managing fair value interest
rate risk are considered along with those for managing cash flow interest rate risk and are set out in the subsection entitled
“interest rate risk” below.
Currency risk
The Group is only minimally exposed to translation and transaction foreign exchange risk.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs by closely
managing the cash balance and by investing cash assets safely and profitably.
The Group policy throughout the period has been to ensure continuity of funding.
The maturity of borrowings is set out in Note 18 to the Consolidated Financial Statements.
Interest rate risk
The Group finances its operations through a mixture of retained profits and borrowings. The Directors’ policy to manage interest
rate fluctuations is to regularly review the costs of capital and the risks associated with each class of capital, and to maintain an
appropriate mix between fixed and floating rate borrowings.
The interest rate exposure of the financial assets and liabilities of the Group is shown in the table below. The table includes trade
receivables and payables as these do not attract interest and are therefore subject to fair value interest rate risk.
Financial assets:
Floating interest rate:
Cash
Zero interest rate:
Trade receivables
Financial liabilities:
Floating interest rate:
Bank loans/revolving facility
Zero interest rate:
Trade payables
2021
£'000
2020
£'000
752
1,996
5,536
6,288
4,503
6,499
8,338
7,939
2,145
10,483
2,301
10,240
57 Jaywing plc Annual Report and Accounts 2021
As at 31 March 2021, the Group’s non-derivative financial liabilities have contractual maturities (including interest payments where
applicable) as summarised below:
31 March 2021
Bank borrowings
Trade and other payables
Total amount due
Current
Non-current
Within 6
months
6 to 12
months 1 to 5 years
later than 5
years
£'000
8,338
10,977
19,315
£'000
£'000
£'000
-
-
-
-
-
-
-
-
-
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting period as follows:
31 March 2020
Bank borrowings
Trade and other payables
Total amount due
Current
Non-current
Within 6
months
6 to 12
months 1 to 5 years
later than 5
years
£'000
7,939
10,746
18,685
£'000
£'000
£'000
-
-
-
-
-
-
-
-
-
The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the liabilities at
the reporting date.
Sensitivity to interest rate fluctuations
If the average interest rate payable on the net financial asset/net financial liabilities, subject to a floating interest rate during the
year, had been 1% higher than reported on the average borrowings during the year, then profit before tax would have been
£79,389 lower, and if the interest rate on these liabilities had been 1% lower, profit before tax would have improved by £79,389.
Credit risk
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items
do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared
credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of
customers.
The expected loss rates are based on the payment profile for sales over the past 48 months before 31 March 2019 and 1 January
respectively, as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect
current and forward-looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Group has
identified gross domestic product (GDP) and unemployment rates of the countries in which the customers are domiciled to be the
most relevant factors, and accordingly adjusts historical loss rates for expected changes in these factors. However, given the short
period exposed to credit risk, the impact of these macroeconomic factors has not been considered significant within the reporting
period.
Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments
within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement, amongst other
things, are considered indicators of no reasonable expectation of recovery.
The Directors consider that after review the Group’s trade receivables require an impairment for the year ended 31 March 2021
of £53,000 (2020: £172,000) which has been provided accordingly.
58 Jaywing plc Annual Report and Accounts 2021
Summary of financial assets and liabilities by category
The carrying amount of financial assets and liabilities recognised at the balance sheet date of the reporting periods under review
may also be categorised as follows:
Financial assets
Loans and receivables
Trade and other receivables
Cash and cash equivalents
Financial liabilities:
Financial liabilities measured at amortised cost
Borrowings
Lease liabilities
Trade and other payables
Provisions for liabilities
2021
£'000
5,630
752
6,382
(8,338)
(1,543)
(9,422)
(42)
2020
£'000
4,566
1,996
6,562
(7,939)
(2,193)
(8,553)
(42)
(19,345)
(18,727)
Net financial assets and liabilities
(12,963)
(12,165)
Plant, property and equipment
Goodwill
Other intangible assets
Contract assets
Prepayments
Deferred tax
Taxation payable
Provisions for deferred tax
2,060
29,789
799
619
426
158
474
(113)
34,212
2,887
27,586
2,604
648
559
104
391
(422)
34,357
Total equity
21,249
22,192
Capital management policies and procedures
The Group’s capital management objectives are:
§
§
to ensure the Group’s ability to continue as a going concern; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
This is achieved through close management of working capital and regular reviews of pricing. Decisions on whether to raise funding
using debt or equity are made by the Board based on the requirements of the business.
Capital for the reporting period under review is summarised as follows:
Total equity
2021
£'000
2020
£'000
21,129
22,192
59 Jaywing plc Annual Report and Accounts 2021
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a
fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
• Level 3: unobservable inputs for the asset or liability.
The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:
31 March 2021
Financial liabilities
Deferred consideration
Net fair value
31 March 2020
Financial liabilities
Deferred consideration
Net fair value
Level 1
£’000
-
-
Level 1
£’000
-
-
Level 2
£’000
-
-
Level 2
£’000
-
-
Level 3
£’000
(1,236)
(1,236)
Level 3
£’000
(1,769)
(1,769)
Total
£’000
(1,236)
(1,236)
Total
£’000
(1,769)
(1,769)
There were no transfers between Level 1 and Level 2 in 2021 or 2020.
Measurement of fair value of financial instruments
The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values, in
consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance team
reports directly to the chief financial officer (CFO) and to the audit committee. Valuation processes and fair value changes are
discussed among the audit committee and the valuation team at least every year, in line with the Group’s reporting dates.
The following valuation techniques are used for instruments categorised in Levels 2 and 3:
•
Contingent consideration (Level 3) – The fair value of put/call options and other deferred consideration related to
acquisitions is estimated using a present value technique. The £1,236k fair value is estimated by probability-weighting the
estimated future cash outflows, adjusting for risk and discounting at 11.5%. The probability-weighted cash outflows before
discounting are £1,236k and reflect management’s estimate of a 100% probability that the contract’s target level will be
achieved. The discount rate used is 11.5%, based on the Group’s estimated incremental borrowing rate for unsecured
liabilities at the reporting date, and therefore reflects the Group’s credit position. The effects on the fair value of risk and
uncertainty in the future cash flows are dealt with by adjusting the estimated cash flows rather than adjusting the discount
rate.
The following table provides information about the sensitivity of the fair value measurement to changes in the most significant
inputs:
Description
Significant unobservable input
Put and call options and other
deferred consideration
Probability of meeting target
Estimate of
the input
100%
Sensitivity of the fair value
measurement to input
Not applicable
There are no significant interrelationships between the inputs and the unobservable inputs.
Level 3 fair value measurements
The reconciliation of the carrying amounts of financial instruments classified within Level 3 is as follows:
Balance at 1 April 2019
Amount recognised in profit or loss
Balance at 31 March 2020
Amount recognised in profit or loss
Balance at 31 March 2021
Put/call
options and
other
deferred
consideration
£’000
1,632
137
1,769
(533)
1,236
60 Jaywing plc Annual Report and Accounts 2021
33. Post balance sheet events
There have been no reportable post balance sheet events since 31 March 2021.
61 Jaywing plc Annual Report and Accounts 2021
Company Financial Statements
Company Profit and Loss account
Turnover
Administrative expenses
Operating loss
Income from fixed asset investment
Other income
Finance Costs
Loss on ordinary activities before taxation
Taxation on ordinary activities
Note
2021
£'000
2020
£'000
2
3
4
4
5
6
-
(1,638)
-
(24,847)
(1,638)
(24,847)
1,717
20
2,400
166
(421)
(487)
(322)
(22,768)
331
(96)
Loss and total comprehensive income on ordinary activities after taxation
18
9
(22,864)
The accompanying Notes to the Parent Company Financial Statements form an integral part of these Financial Statements.
62 Jaywing plc Annual Report and Accounts 2021
Company Balance Sheet
Fixed assets
Tangible assets
Investments
Current assets
Cash at bank
Debtors due within one year
Current liabilities
Creditors: amounts falling due within one year
Total assets less current liabilities
Non-current liabilities
Note
2021
£'000
2020
£'000
10
12
13
1,242
34,714
35,956
12
1,237
1,249
1,397
32,511
33,908
182
1,417
1,599
14
(21,540)
(19,025)
15,665
16,344
Creditors: amounts falling due after more than one year
15
(840)
(970)
Net assets
Capital and reserves
Called up share capital
Share premium account
Treasury shares
Share option reserve
Capital redemption reserve
Profit and loss account
Equity shareholders' funds
14,825
15,512
34,992
10,088
(25)
-
125
(30,355)
14,825
34,992
10,088
(25)
696
125
(30,364)
15,512
17
18
19
18
18
18
The Financial Statements were approved by the Board of Directors and authorised for issue on 24 August 2021.
Signed on behalf of the board of Directors:
Andrew Fryatt
Director
The accompanying Notes to the Parent Company Financial Statements form an integral part of these Financial Statements.
63 Jaywing plc Annual Report and Accounts 2021
Company Statement of Changes in Equity
Called-up
Share
Capital
£'000
Share
Premium
account
£’000
Treasury
Shares
£’000
Share
Option
Reserve
£’000
Capital
Redemption
Reserve
£’000
Profit
and loss
account
£'000
Total
£'000
At 1 April 2019
34,992
10,088
(25)
838
125
(7,665)
38,353
Share-based payment charge
Transactions with owners
Profit for the year and total
other comprehensive income
Transfer in relation to lapsed
share options
Total comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
At 31 March 2020
34,992
10,088
(25)
23
23
-
(165)
(165)
696
-
-
-
-
-
-
-
23
23
(22,864)
(22,864)
165
(22,699)
125
(30,364)
-
(22,864)
15,512
At 1 April 2020
34,992
10,088
(25)
696
125
(30,364)
15,512
Share-based payment charge
Transactions with owners
Profit for the year and total
other comprehensive income
Transfer in relation to lapsed
share options
Total comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
At 31 March 2021
34,992
10,088
(25)
-
-
-
(696)
(696)
-
-
-
-
-
-
-
-
9
-
9
125
(30,355)
-
-
9
(696)
(687)
14,825
The accompanying Notes to the Parent Company Financial Statements form an integral part of these Financial Statements.
64 Jaywing plc Annual Report and Accounts 2021
Notes to the Parent Company Financial Statements
1. Accounting policies
Jaywing plc is incorporated in England and Wales.
Statement of compliance
These Financial Statements have been prepared in accordance with applicable accounting standards and in accordance with
Financial Reporting Standard 101 – 'The Reduced Disclosure Framework' (FRS 101). The principal accounting policies adopted
in the preparation of these Financial Statements are set out below. These policies have all been applied consistently throughout
the year unless otherwise stated.
The Financial Statements have been prepared on a historical cost basis.
The Financial Statements are presented in Sterling (£) and have been presented in round thousands (£'000).
Going concern
In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the
Company can continue in operational existence for the foreseeable future.
In addition to the normal process of preparing forecasts for the individual companies with the group and a consolidated position for
the group, the board has also considered the potential impact of Covid-19 on the cash flows of the company for the assessed period
to 31 March 2023. This has been done by looking at various scenarios within the forecasts for the potential effect of changes in the
market during the forecast period.
Since March 2020, the economic impact of Covid-19 has resulted in revenue levels below those of the prior year, although we have
been able to provide continuous service to our clients during this period. The Company has taken actions to protect both cash and
profitability through this period, including voluntary salary reductions, rent deferrals and taking advantage of Government schemes
for job retention and VAT payment deferral.
At the beginning of the financial year being reported, the impact of Covid-19 indicated the existence of a degree of uncertainty which
cast significant doubt, as with many other organisations, about the Company’s ability to continue as a going concern. The outcome
for the year and the forecasts prepared by the business show that we do not consider there to be same level of uncertainty now as
there was 12 months ago.
The Company continues to have the support of the debt holders with letters of support received.
The Company’s financial statements do not include the adjustments that would result if the Company were unable to continue as a
going concern. The Directors have a reasonable expectation that the Company has adequate resources to continue in existence for
the foreseeable future and have concluded it is appropriate to adopt the going concern basis of accounting in the preparation of the
financial statements.
Disclosure exemptions adopted
In preparing these Financial Statements, the Company has taken advantage of all disclosure exemptions conferred by FRS 101.
Therefore, these Financial Statements do not include:
1
2
3
4
5
6
7
8
9
10
11
A statement of cash flows and related notes
The requirement to produce a balance sheet at the beginning of the earliest comparative period
The requirements of IAS 24 related party disclosures to disclose related party transactions entered in to between
two or more members of the Group as they are wholly owned within the Group
Presentation of comparative reconciliations for property, plant and equipment, intangible assets
Capital management disclosures
Presentation of comparative reconciliation of the number of shares outstanding at the beginning and at the end of the
period
The effect of future accounting standards not adopted
Certain share-based payment disclosures
Disclosures in relation to impairment of assets
Disclosures in respect of financial instruments (other than disclosures required as a result of recording financial
instruments at fair value)
IFRS 9 disclosures in respect of allowances for expected credit losses reconciliations and credit risk and hedge
accounting
65 Jaywing plc Annual Report and Accounts 2021
12.
IFRS 15 disclosures in respect of disaggregation of revenue, contract assets reconciliations and contract liabilities
reconciliation and unsatisfied performance obligations
Investments in Subsidiaries, Associates and Joint Ventures
Investments in Subsidiary undertakings, Associates and Joint Ventures are stated at cost less any applicable provision for
impairment.
Tangible assets
Property, plant and equipment (PPE) is initially recognised at acquisition cost or manufacturing cost, including any costs directly
attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner
intended by the Company’s management.
PPE is subsequently measured at cost less accumulated depreciation and impairment losses.
Depreciation is recognised on a straight-line basis (unless otherwise stated) to write down the cost less estimated residual value
of PPE. The following useful lives are applied:
-
-
-
Leasehold improvements: 5-10 years
Fixtures, fittings and equipment: 2-5 years
Buildings: period of the lease
Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal
proceeds and the carrying amount of the assets, and are recognised in profit or loss within other income or other expenses.
Financial Instruments - Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried at fair value
through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities
is described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Financial Instruments - Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging instruments,
are classified into the following categories upon initial recognition:
•
financial assets subsequently measured at amortised costs
There are no financial assets that have been designated as fair value through other comprehensive income, or fair value through
profit or loss.
All financial assets are reviewed for impairment at least at each reporting date, to identify whether there is any objective evidence
that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each
category of financial assets, which are described below.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance
income or other financial items, except for impairment of trade receivables which is presented within other expenses.
IFRS 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit
loss (ECL) model’. This replaces IAS 39’s ‘incurred loss model’.
Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead the Company
considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events,
current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the
instrument.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life
of the financial instrument.
66 Jaywing plc Annual Report and Accounts 2021
Financial instruments – classification and subsequent measurement of financial liabilities
The Company’s financial liabilities include borrowings, trade creditors and other creditors.
Financial liabilities are measured subsequently at amortised cost using the effective interest method.
Cash and cash equivalents
Cash comprises cash on hand and demand deposits, which is presented as cash at bank and in hand in the Balance Sheet.
Cash equivalents comprise short-term, highly liquid investments with maturities of three months or less from inception, that are
readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Cash equivalents
are presented as part of current asset investments in the Balance Sheet.
Leases
The Company reports using IFRS 16, whereby the Company now recognises a lease liability and a right of use asset.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement
date;
• amounts expected to be payable by the group under residual value guarantees;
• the exercise price of a purchase option if the group is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is
generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar value to the right of use asset in a similar economic
environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Company, where possible, uses recent third-party financing received by the
individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received.
If the Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not
included in the lease liability until they take effect, then when adjustments to lease payments based on an index or rate take effect,
the lease liability is reassessed and adjusted against the right of use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period
so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right of use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
Right of use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If
the Company is reasonably certain to exercise a purchase option, the right of use asset is depreciated over the underlying asset’s
useful life.
Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
See note 11.
Financial guarantees
Financial guarantees in respect of the borrowings of fellow Group companies are not regarded as insurance contracts. They are
recognised at fair value and are subsequently measured at the higher of:
•
•
the amount that would be required to be provided under IAS 37 (see policy on provisions below); and
the amount of any proceeds received net of amortisation recognised as income.
67 Jaywing plc Annual Report and Accounts 2021
Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Company has a
present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be
required, and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and management has either
communicated the plan’s main features to those affected or started implementation. Provisions are not recognised for future
operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable
evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there
are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the
class of obligations as a whole. Where the time value of money is material, provisions are discounted to their present values using
a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the liability.
Any reimbursement that is virtually certain to be collected from a third party with respect to the obligation is recognised as a
separate asset. However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are
disclosed as contingent liabilities unless the outflow of resources is remote.
Equity, reserves and dividend payments
Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a
financial liability or financial asset.
The Company's ordinary shares are classified as equity. Transaction costs on the issue of shares are deducted from the Share
Premium Account arising on that issue. Dividends on the Company's ordinary shares are recognised directly in equity.
Income
Interest receivable
Interest receivable is reported on an accrual basis using the effective interest method.
Dividends receivable
Dividends are recognised at the time the right to receive payment is established.
Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
Foreign currency translation
Foreign currency transactions are translated into the Company's functional currency using the exchange rates prevailing at the
dates of the transactions (spot exchange rate).
Foreign exchange gains and losses resulting from the re-measurement of monetary items denominated in foreign currency at
year-end exchange rates are recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at
the transaction date), except for non-monetary items measured at fair value, which are translated using the exchange rates at the
date when fair value was determined. Where a gain or loss on a non-monetary item is recognised in other comprehensive income,
the foreign exchange component of that gain or loss is also recognised in other comprehensive income.
Income taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive
income or directly in equity.
Calculation of current tax is based on tax rates and laws that have been enacted or substantively enacted by the end of the
reporting period. Deferred income taxes are calculated using the liability method.
Calculation of deferred tax is based on tax rates and laws that have been enacted or substantively enacted by the end of the
reporting period, that are expected to apply when the asset is realised, or the liability is settled.
68 Jaywing plc Annual Report and Accounts 2021
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the entity expects to
recover the related asset or settle the related obligation.
Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference
will be utilised against future taxable income. This is assessed based on the Company’s forecast of future operating results,
adjusted for significant non-taxable income and expenses, and specific limits on the use of any unused tax loss or credit. Deferred
tax assets are not discounted.
Deferred tax liabilities are generally recognised in full, with the exception of the following:
•
on the initial recognition of goodwill on investments in Subsidiaries, where the Company is able to control the timing of
the reversal of the difference, and it is probable that the difference will not reverse in the foreseeable future, on the initial
recognition of a transaction that is not a business combination and at the time of the transaction affects neither
accounting nor taxable profit.
Deferred tax liabilities are not discounted.
Post-employment benefits and short-term employee benefits
Short-term employee benefits
Short-term employee benefits, including holiday entitlement, are current liabilities included in pension and other employee
obligations, measured at the undiscounted amount that the Company expects to pay as a result of unused entitlement.
Post-employment benefit plans
Contributions to defined contribution pension schemes are charged to profit or loss in the year to which they relate. Prepaid
contributions are recognised as an asset. Unpaid contributions are reflected as a liability.
Share-based payments
Where equity-settled share options are awarded by the Parent Company to employees of this Company, the fair value of the
options at the date of grant is charged to profit or loss over the vesting period with a corresponding entry in Retained Earnings.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options
that eventually vest.
Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other
vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not
satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining
vesting period.
Profit from operations
Profit from operations comprises the results of the Company before interest receivable and similar income, interest payable and
similar charges, corporation tax and deferred tax.
Put/call options
The put/call option in Frank Digital PTY has been valued by an independent assessor and are recognised with both a service and
non-service element in the accounts. The non-service element is fully recognised as at the date of acquisition and the fair value
reviewed annually. The service element is treated as a cash-settled share-based payment with the share-based payment valued
at the point of inception and the cost being spread over the life of the asset.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial instruments and non-financial assets. This involves
developing estimates and assumptions consistent with how market participants would price the instrument. Management bases
its assumptions on observable data as far as possible, but this is not always available. In that case, management uses the best
information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction
at the reporting date.
69 Jaywing plc Annual Report and Accounts 2021
Significant judgement in applying accounting policies and key estimation uncertainty
When preparing the Financial Statements, management makes a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses.
The following are significant management judgements in applying the accounting policies of the Company that have the most
significant effect on the Financial Statements.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of
the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software
and IT equipment.
Valuation of investments
Management reviews the carrying value of investments at each reporting date, based on the future cash flows of those investments.
2. Other operating charges
Share-based payment credit
Related National Insurance credit
Impairment of carrying value of investment
Put / Call Valuation
Administrative expenses
Total administrative expenses
3. Operating loss
Operating loss is stated after charging:
Depreciation of owned fixed assets
Depreciation of right of use assets
4.
Income from fixed asset investments
Dividends received from subsidiary companies
2021
£'000
(587)
(109)
-
(120)
2,454
1,638
2021
£'000
58
169
227
2021
£'000
1,717
2020
£'000
(227)
(42)
19,274
-
5,842
24,847
2020
£'000
74
169
243
2020
£'000
2,400
Other income of £20k (2020: £166k) is from furlough receipts (2020: recharges to Group companies for buildings and printers).
5. Finance costs
Bank interest payable
Interest on lease liability
Finance charge on acquisition
Total
2021
£'000
403
44
(26)
421
2020
£'000
423
51
13
487
70 Jaywing plc Annual Report and Accounts 2021
6. Tax on ordinary activities
The tax credit / (charge) is based on the profit for the year and represents:
UK corporation tax at 19% (2020: 19%)
Adjustment in respect of prior period
Total current tax
Deferred tax:
Origination and reversal of timing differences
The tax credit can be explained as follows:
Loss before tax
Tax using the UK corporation tax rate of 19% (2020: 19%)
Effect of:
Non-taxable income
Non-deductible expenses / credit
Prior year adjustment
Current year credit
2021
£'000
408
(55)
353
(22)
331
2020
£’000
(322)
2020
£'000
931
(1,039)
(108)
12
(96)
2020
£'000
(22,768)
(61)
(4,325)
343
(6)
55
331
(422)
3,612
1,039
(96)
7. Auditor’s remuneration
Details of remuneration paid to the auditor by the Company are shown in Note 7 to the Consolidated Financial Statements.
8. Directors and employees
Average number of staff employed by the Company
Aggregate emoluments (including those of Directors):
Wages and salaries
Social security costs
Pension contribution
Share-based payment credit
Total emoluments
Further information in respect of Directors is given in the Directors’ Remuneration table on page 17.
Remuneration in respect of Directors was as follows:
Emoluments receivable
Fees paid to third parties for Directors’ services
Company pension contributions to money purchase pension schemes
The highest paid Director received remuneration of £203,000 (2020: £257,000).
2021
2020
17
33
2021
£’000
788
101
52
(696)
245
2021
£'000
277
27
13
317
2020
£’000
2,800
279
182
(269)
2,992
2020
£'000
733
30
87
850
71 Jaywing plc Annual Report and Accounts 2021
9. Dividends
The Directors do not recommend the payment of a dividend for the current year (2020: £Nil).
10. Tangible fixed assets
Cost at 1 April 2020
Additions
Disposals
Cost at 31 March 2021
Depreciation at 1 April 2020
Charge for the year on owned assets
Disposals
Charge on right of use assets
Depreciation at 31 March 2021
Net book value at 31 March 2021
Net book value at 31 March 2020
11. Leases
Buildings
Leasehold
Improvements
£’000
£’000
Fixtures &
fittings
£'000
1,147
-
-
1,147
143
-
- -
143
286
861
1,004
389
-
-
389
120
41
-
-
161
228
269
388
73
(102)
359
264
17
(101)
26
206
153
124
Total
£’000
1,924
73
(102)
1,895
527
58
(101)
169
653
1,242
1,397
The company has lease contracts for the office occupied in Sheffield and printers. The amounts recognised in the financial
statements in relation to the leases are as follows:
(i) Amounts recognised in the statement of financial position
The balance sheet shows the following amounts relating to leases:
Right of use assets
Buildings
Plant and machinery
Lease liabilities
Current
Non-current
(ii) Amounts recognised in the income statement
The income statement shows the following amounts relating to leases:
Depreciation charge of right of use assets
Buildings
Plant and machinery
Interest expense (included in finance cost)
2020
£'000
861
78
939
169
840
1,009
2021
£'000
143
26
169
44
2020
£'000
1,005
104
1,109
162
970
1,132
2020
£'000
143
26
169
51
72 Jaywing plc Annual Report and Accounts 2021
12.
Investments
Cost at 1 April 2020
Additions
Cost at 31 March 2021
Impairment at 1 April 2020
Impairment in year
Impairment at 31 March 2021
Net book value at 31 March 2021
Net Book Value at 31 March 2020
Subsidiaries
£'000
58,915
2,203
61,118
26,404
-
26,404
34,714
32,511
The Company has carried out an impairment review of the carrying amount of the investments in Subsidiaries. The impairment
review of investments was performed using the same cash flows and assumptions as were used in the Group’s Financial
Statements for the impairment review of goodwill, details of which can be found in Note 14 in the Group’s Financial Statements.
This review has concluded that no impairment was required to the carrying value of the Company’s investments (2020: £19,274k).
Jaywing plc acquired the remaining 25% of Massive Group PTY on 21 October 2020 after the remaining shareholders exercised
their put option. The 25% stake was acquired for $4.0m (£2.2m), the total consideration for the purchase of the 100% interest was
$9.6m (£5.4m). At 31 March 2021 an amount of £0.3m was outstanding to the original shareholders. This amount was fully paid by
30 June 2021.
At 31 March 2021 the Company held either directly or indirectly, 20% or more of the allotted Share Capital of the following
companies:
Alphanumeric Group Holdings Limited
Alphanumeric Holdings Limited
Alphanumeric Limited
Bloom Media (UK) Limited
Dig for Fire Limited
Digital Marketing Network Limited
Digital Media and Analytics Limited
DMG London Limited
Epiphany Solutions Limited
Frank Digital PTY Limited
Gasbox Limited
Hyperlaunch New Media Limited
Inbox Media Limited
Iris Associates Limited
Jaywing Central Limited
Jaywing Information Limited
Jaywing Innovation Limited
Jaywing North Limited
Massive Group PTY Limited
Jaywing UK Limited (formerly Scope
Creative Marketing Limited)
Shackleton PR Limited
The Comms Department Limited
Woken Limited
Class of
share
capital held
Ordinary
Proportion held
By parent
Company
100%
By the
Group
100%
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
-
100%
100%
-
100%
100%
100%
100%
75%
100%
100%
-
-
100%
100%
100%
100%
100%
100%
-
-
-
100%
100%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Nature of
Business
Dormant
Dormant
Data services & consultancy
Dormant
Dormant
Dormant
Dormant
Dormant
Search Engine Optimisation
Website design and build
Non-trading
Dormant
Dormant
Dormant
Online marketing & media
Dormant
Product development
Dormant
Search Engine Optimisation
Direct marketing
Dormant
Dormant
Dormant
All the companies listed above have been consolidated.
73 Jaywing plc Annual Report and Accounts 2021
All the companies listed above are incorporated in England and Wales with the following exceptions:
Company
Frank Digital PTY Limited
Massive Group PTY Limited
Country of Incorporation
Australia
Australia
Address
2 Elizabeth Plaza, North Sidney, NSW 2060
2 Elizabeth Plaza, North Sidney, NSW 2060
The companies incorporated in England and Wales all have their registered office at Albert Works, Sidney Street, Sheffield, S1
4RG. The companies incorporate in Australia all have their registered office at 2 Elizabeth Plaza, North Sydney, NSW 2060.
13. Debtors due within 1 year
Amounts due from Group undertakings
Prepayments
Other taxation and social security
Deferred tax
Corporation tax
Amounts due from Group undertakings attract no interest and are repayable on demand.
14. Creditors: amounts falling due within one year
Borrowings (Note 16)
Trade creditors
Amounts owed to Group undertakings
Other taxation and social security
Other creditors
Accruals
Lease liability
Deferred consideration payable on acquisition of subsidiary undertakings
2021
£'000
58
262
-
34
883
2020
£'000
58
173
243
12
931
1,237
1,417
2021
£'000
8,338
335
10,270
913
13
266
169
1,236
21,540
2020
£'000
7,939
343
8,170
74
47
521
162
1,769
19,025
Deferred consideration includes put/call options and other deferred consideration which has increased in the year due to fair value
movements of £31k, plus releases against the other deferred considerations of £496k.
Amounts owed to Group undertakings attract no interest and are repayable on demand.
15. Creditors: amounts falling due in more than one year
Lease liability
2021
£'000
2020
£'000
840
970
74 Jaywing plc Annual Report and Accounts 2021
16. Borrowings
Summary:
Borrowings
Borrowings are repayable as follows:
Within one year:
Borrowings
Total due within one year
2021
£'000
2020
£'000
8,338
7,939
2021
£'000
8,338
8,338
2020
£'000
7,939
7,939
As the loans are at variable market rates their carrying amount is equivalent to their fair value.
Interest is calculated at 3 month LIBOR plus a margin. The reduction in the LIBOR rate over the last year has led to a reduction in the
underlying rate of interest payable on the loan.
17. Share capital
Allotted, issued and fully paid:
At 31 March 2020
At 31 March 2021
45p deferred
shares
Number
5p ordinary
shares
Number
67,378,520
93,432,217
67,378,520
93,432,217
£’000
34,992
34,992
The 5 pence ordinary shares have the same rights (including voting and dividend rights and rights on a return of capital) as the
previous 50 pence ordinary shares. Holders of the 45 pence deferred shares do not have any right to receive notice of any General
Meeting of the Company or any right to attend, speak or vote at any such meeting. The deferred shareholders are not entitled to
receive any dividend or other distribution and shall, on a return of assets in a winding up of the Company, entitle the holders only
to the repayment of the amounts paid up on the shares, after the amount paid to the holders of the new ordinary shares exceeds
£1,000,000 per new ordinary share. The deferred shares are also incapable of transfer and no share certificates have been issued
in respect of them.
18. Reserves
Called-up Share Capital – represents the nominal value of shares that have been issued.
Share Premium Account – includes any premiums received on issue of Share Capital. Any transaction costs associated with the
issuing of shares are deducted from Share Premium.
Profit and Loss Account – includes all current and prior period retained profits and losses.
Share Option Reserve – fair value charge for share options in issue.
Treasury Shares – shares in the company that have been acquired by the company.
Capital Redemption Reserve – represents amounts transferred from Share Capital on redemption of issued shares.
19. Treasury shares
At 31 March 2021 and 31 March 2020
2021
£'000
2020
£'000
25
25
75 Jaywing plc Annual Report and Accounts 2021
20. Share-based payments
Share-based payment credit is as follows:
Share-based payment
Related National Insurance costs
21. Provision for liabilities
At 1 April 2020
Amounts of deferred tax recognised in profit or loss
At 31 March 2021
2020
£'000
(587)
(109)
(696)
2020
£'000
(227)
(42)
(269)
Deferred tax
(Note 6)
£'000
12
22
34
22. Contingent liabilities
There is a cross guarantee between members of the Jaywing plc group of companies on all overdrafts and borrowings with the
group’s lenders. At 31 March 2021 the amount thus guaranteed by the company was £nil (2020: £nil).
23. Related parties
The Company is exempt from the requirements of FRS 101 to disclose transactions with other 100% members of the Jaywing plc
group of companies.
Transactions with other related parties are disclosed in Note 30 to the Consolidated Financial Statements.
24. Financial risk management objectives and policies
Details of Group policies are set out in Note 32 to the Consolidated Financial Statements.
25. Retirement benefits
Defined Contribution Schemes
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of
the Company in an independently administered fund. The pension cost charge represents contributions payable by the
Company to the fund and amounted to £52,000 (2020: £182,000).
26. Share-based payments
Employees of the Company were entitled to participate in an equity and cash-settled share option scheme in the financial year to
March 2020. The scheme was terminated in October 2020, at which point all outstanding options lapsed
The options were granted with a fixed exercise price and had a vesting period of up to two years. The vesting conditions related to
the performance of the overall Jaywing plc Group and continued employment during the vesting period. There were no other market
conditions attached to the share options.
The number of options outstanding at the end of the year in respect of Company employees was nil (2020: 1,489,025).
76 Jaywing plc Annual Report and Accounts 2021
Shareholder Information
General Meeting
A General Meeting will be held on Tuesday 21st September 2021 at the offices of Jaywing plc, Albert Works, Sidney Street, Sheffield,
S1 4RG at 12:30pm.
Dividend
There is no dividend payable.
Multiple accounts on the shareholder register
If you have received two or more copies of or notifications about this document, this means that there is more than one account in
your name on the Shareholders Register. This may be caused by your name or address appearing on each account in a slightly
different way. For security reasons, the Registrars will not amalgamate the account without your written consent, so if you would like
any multiple accounts to be combined into one account, please write to Link Asset Services at the address given below.
Documents
The following documents, which are available for inspection during normal business hours at the registered office of the Company
on any weekday (Saturdays, Sundays and public holidays excluded), will also be available for inspection at the place of the
General Meeting from at least 15 minutes prior to the meeting until its conclusion.
§
§
§
Copies of the Executive Directors’ service agreements and the Non-Executive Directors’ letters of appointment;
The memorandum and articles of association of the Company; and
Register of Directors’ interests in the Share Capital of the Company maintained under Section 809 of the Companies
Act 2006.
Particulars of the Directors’ interest in shares are given in the Remuneration Report, which is contained in the Report and Accounts
for the year ended 31 March 2021.
Issued Share Capital
As at 10 August 2021 (being the last practicable date before the publication of this document), the Company’s issued Share Capital
comprised 93,432,217 ordinary shares of 5p each, of which 99,622 are held in Treasury. Therefore, as at 28 July 2021 the total voting
rights in the Company were 93,432,217. On a vote by show of hands, every member who is present in person or by proxy has one
vote. On a poll, every member who is present in person or by proxy has one vote for every ordinary share of which he or she is a
holder.
Shareholder enquiries
Neville Registrars Limited maintain the register of members of the Company. If you have any queries concerning your shareholding,
or if any of your details change, please contact the Registrars:
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen, B62 8HD
Shareholder Helpline: 0121 5851131, fax: 0121 5851132.
Website address www.nevilleregistrars.co.uk
Website
Information on the Group is available at https://investors.jaywing.com.
77 Jaywing plc Annual Report and Accounts 2021
Company Information
Registered Office
Albert Works
71 Sidney Street
Sheffield
S1 4RG
Registered Number: 05935923
Country of incorporation: England
Auditor
Grant Thornton UK LLP
1 Holly Street
Sheffield
S1 2GT
Nominated adviser and broker
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London
EC2R 7AS
Registrars
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Solicitors
Fieldfisher LLP
No 1 Spinningfields
Hardman Street
Manchester
M3 3EB
Company Secretary
Caroline Ackroyd
Albert Works
71 Sydney Street
Sheffield
S1 4RG
78 Jaywing plc Annual Report and Accounts 2021