TIDMIQAI
RNS Number : 5460J
IQ-AI Limited
17 August 2023
17 August 2023
IQ-AI Limited (the "Company" or the "Group")
Half Yearly Report for the Period Ended 30 June 2023
The Board of IQ-AI Ltd is pleased to announce the Company's half
yearly report for the period ended 30 June 2023.
For further information, please contact:
IQ-AI Limited
Trevor Brown/Vinod Kaushal/Brett
Skelly +44 (0)207 469 0930
Peterhouse Capital Limited
Lucy Williams/Heena Karani +44 (0)207 220 9797
Chief Executive's Statement
Financial Highlights
More than 45 different hospitals and healthcare systems are at
varying stages of evaluating our software, with more sites entering
the sales pipeline. This step-change in pre-sales activity is
approximately a seven-fold increase over previous periods and is
due, in large part, to the traction gained from our platform
partners including TeraRecon (Eureka) and Bayer (Calantic). These
partners have the medical expertise and marketing reach to sell our
technologies into large existing installed customer bases and have
ample sales and marketing resources to win clients.
It is a relatively easy up-sell for IB's partners' sales teams
to activate IB's technology on platforms already being used
clinically. The number of sites evaluating our software continues
to increase. Thus, we are optimistic about the revenue activity and
anticipate a step-change starting in the 2(nd) half of 2023.
Phase 1 clinical trial (IB003, gallium maltolate)
Primary Objectives of the Phase 1 clinic trial:
-- To determine the maximum-tolerated dose (MTD) and recommended
phase 2 dose (RP2D) of gallium maltolate (GaM)
-- To determine safety and tolerability of GaM
Secondary Objectives
-- To preliminarily identify signals of antitumoral activity of
GaM within the confines of a phase 1 study
-- To determine if GaM increases progression free survival (PFS)
and overall survival (OS) in patients with recurrent glioblastoma
multiforme (GBM)
The Phase 1 clinical trial being conducted at the Medical
College of Wisconsin (MCW, Milwaukee, WI) is generating steadily
increased attention, including recent exposure on TV, focussed on
the promising potential of addressing a drastically unmet clinical
need for patients.
On March 11, 2022, the trial was opened for enrolment of adult
patients with recurrent GBM, a devastating disease with a dismal
prognosis. The goal of the phase 1 trial is to determine the MTD of
GaM, the highest dose humans can take without serious side effects.
Over the past 18 months, the trial's dose escalation protocol has
been followed with encouraging results.
In response to how well patients are tolerating the agent and to
meet the goal of the phase 1, defining the MTD, the clinical team
is preparing an amendment to the original study protocol. The
amendment will expand the targeted enrolment from 24 to 36 subjects
and allow for continued dose escalation. The MTD determined in
Phase 1 will define the "recommended phase II dose" (RP2D) that
will be used in the Phase 2 trial. This amendment is the fastest
and most efficient way to satisfy the primary goal of the Phase
1.
Given the expanded target enrolment and assuming the strong
momentum in patient enrolment continues, it is anticipated that
Phase 1 will close in 2024. After enrolment closes, the last
patients enrolled will remain on the trial until all required study
data is collected. Analysing the data and documenting the phase 1
results is expected to be completed in the second half of 2024.
While the MTD is being determined in the final stages of Phase
1, the clinical team will complete the Phase 2 protocol. The Phase
2 trial is designed to evaluate preliminary evidence of efficacy.
Ideally, the Phase II trial will open for patient recruitment in
early 2025. This will be a multi-centre trial with a tentative
target enrolment of approximately 65 patients over a three-year
duration. The design of the Phase 2 study is currently being
defined. Factors such as the Phase 1 results and whether the study
will be a comparison to historical controls or if it will be
randomized (comparing patients with standard treatment alone
against those receiving standard treatment with GaM) will influence
the overall scope and cost.
The multi-site Phase 2 trial will require new funding which we
anticipate will come substantially from a partnership arrangement
with a large pharmaceutical company and grants, including those
from charitable foundations and other institutions. We anticipate
publishing frequent updates to our shareholders as developments
unfold.
We are evaluating an Early Access Program (EAP), also known as
Compassionate Use, to formally provide access to the agent to a
larger number of patients. The EAP would fall under the umbrella of
the existing Investigational New Drug (IND) application, and it is
not meant to supplant the Phase 2 trial. Instead, the data
collected in the EAP would be used to augment Phase 2 data in
support of regulatory approval. In addition, the EAP can be used to
better understand new variables, such as using the agent in
combination with other FDA approved treatments and to allow
patients who otherwise may not be eligible for the phase 2, due to
location or a disqualifying condition, to receive the drug. The FDA
allows for cost recovery in EAPs. As an unapproved agent, patients
would have to incur these costs.
Assuming positive outcomes (preliminary evidence of efficacy)
during phase 2, i.e., indications of therapeutic efficacy the final
and last phase, phase 3, would be open for enrolment in early 2029.
Another three-year study duration is anticipated for this phase,
and the data of the Phase 3 would ultimately be used for regulatory
approval by the US FDA. While this timeline represents a typical
pathway for new drug approvals, we are hopeful for a possible
accelerated approval pathway.
In February 2023, following our application, the US FDA granted
Orphan Drug Designation (ODD) status to GaM for the treatment of
GBM and in June 2023, the FDA confirmed this status also applies to
paediatric populations. In the US, an orphan drug is defined as one
intended to treat, prevent, or diagnose rare diseases that affect
less than 200,000 persons annually. Designation of a drug as an
"orphan" has yielded medical breakthroughs that may not have
otherwise been achieved. This is due to the various incentives and
reduced fees that help companies offset the costs of development of
orphan drugs, not to mention seven years market exclusivity
post-approval.
While ODD is granted for GaM for the treatment of GBM, the
anti-tumour mechanism of GaM, which has been explained previously,
applies to other solid tumours. For example, in June 2023, two
abstracts were presented at the Society of Neuro Oncology (SNO)
Paediatric Conference in Washington, DC using oral GaM in that
demonstrated GaM's anti-tumor mechanism in paediatric atypical
teratoid rhabdoid tumor (ATRT) and glioblastoma multiforme (GBM).
Each pre-clinical study, led by Dr. Mona Al-Gizawiy, PhD from the
lab of Dr. Kathleen Schmainda at MCW, doubled median life
expectancy. Given the ODD status for paediatric GBM and the results
of these studies, we are considering a phase 1 study in children
and have initiated discussions with several sites who have
expressed a collaborative interest. In addition, paediatric brain
tumour research and development receive significant philanthropic
funding. Consortiums of non-profits exist that help fund clinical
trials for children, either partially or in their entirety. We have
already made connections and introduced our progress to one
organization. In turn, they identified several hospitals with whom
they have established relationships.
The ultimate objective of our program is to obtain regulatory
approval for a medicine that could offer a positive impact on the
length and quality of life for patients who otherwise have no other
options. As the trial process continues, our efforts to identify
and secure an accelerated regulatory approval pathway will also
continue. Pathways, such as Fast Track Designation and Paediatric
Rare Disease Priority Review Voucher (PRD-PRV), exist to expedite
the development, review, and approval of promising drugs that treat
diseases such as GBM and paediatric cancers.
Assuming the studies prove GaM to be safe and efficacious, a
submission to the FDA for regulatory approval will be prepared. If
granted, the Directors believe that the commercial impact would be
transformational for IQAI. In the interim, subject to positive
outcomes to the Phase 1 and Phase 2 trials, we expect that
potential discussions with pharma partners to become increasingly
productive.
Outlook
Our objective for the remainder of the year is to convert as
many of the 45 sites currently evaluating IB Software, to client
status though sales and to harness the momentum from the Phase 1
clinical trial to accelerate the planning for a Phase 2 trial.
Trevor Brown
Chief Executive
Results for the 2023 interim financial period
A summary of the key financial results is set out in the table
below:
30 June 2023
GBP
-------------------------------------------------- -------------
Revenue 282,652
-------------------------------------------------- -------------
Gross Profit 278,610
-------------------------------------------------- -------------
Operating expenses (573,772)
-------------------------------------------------- -------------
Finance costs (5,311)
-------------------------------------------------- -------------
Loss for the period from discontinued operations -
-------------------------------------------------- -------------
Loss for the period (300,473)
-------------------------------------------------- -------------
Interest
The net interest cost for the Group for the period was GBP5,311
(2022: GBP5,311).
Loss before tax
Loss before tax for the period was GBP300,473 (2022:
GBP330,584).
Taxation
Taxation charge was GBPnil for the period (2022: GBPnil).
Earnings per share
Basic and diluted earnings per share for the period were 0.16p
loss (2022: 0.18p loss).
Financial position
The Group's balance sheet as at 30 June 2023 can be summarised
as set out in the table below:
Net assets
GBP'm
GBP
----------------------------- -----------
Non-current assets 669,499
----------------------------- -----------
Net current liabilities -253,424
Net assets and total equity 416,075
----------------------------- -----------
Cash flow
Net cash outflow for the period was GBP223,779 (2022: GBP373,854
outflow).
Consolidated Income Statement
For the six months ended 30 June 2023
Half year ended (Audited) Full year ended Half year
ended
30 Jun 2023 31 Dec 2022 30 Jun 2022
GBP GBP GBP
Continuing operations
Revenue 282,652 535,886 255,609
Cost of sales (4,042) (1,782) 2,457
---------------------------------------------------------- ---------------- -------------------------- ------------
Gross profit 278,610 534,104 258,066
Administrative expenses (573,777) (1,035,005) (583,346)
Other income 5 10 7
---------------------------------------------------------- ---------------- -------------------------- ------------
Operating loss (295,162) (500,891) (325,273)
Finance costs (5,311) (10,710) (5,311)
Loss before income tax (300,473) (511,601) (330,584)
Income tax - - -
Loss for the year from continuing operations (300,473) (511,601) (330,584)
Discontinued operations
Loss for the period from discontinued operations - - -
Loss for the year attributable to owners of the Company (300,473) (511,601) (330,584)
Earnings per share attributable to owners of the Company
From continuing operations:
Basic & diluted (pence per share) (0.16) (0.28) (0.18)
From discontinued operations:
Basic & diluted (pence per share) (0.00) (0.00) (0.00)
Total earnings per share (pence per share) (0.16) (0.28) (0.18)
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023
Half year (Audited) Full year ended Half year
ended ended
30 Jun 2023 31 Dec 2022 30 Jun 2022
GBP GBP GBP
------------------------------------------------------------- ----------- ----------------------------- -----------
Loss for the period (300,473) (511,601) (330,584)
------------------------------------------------------------- ----------- ----------------------------- -----------
Other comprehensive income
------------------------------------------------------------- ----------- ----------------------------- -----------
Items that may be subsequently reclassified as profit or loss
Exchange differences on translation of foreign operations 3,241 (2,593) (16,956)
------------------------------------------------------------- ----------- ----------------------------- -----------
Total comprehensive loss for the year attributable to the
owners of the Company (297,232) (514,194) (347,540)
------------------------------------------------------------- ----------- ----------------------------- -----------
Total comprehensive loss for year arises from:
Continuing operations (297,232) (514,194) (347,540)
Discontinuing operations - - -
------------------------------------------------------------- ----------- ----------------------------- -----------
(297,232) (514,194) (347,540)
------------------------------------------------------------- ----------- ----------------------------- -----------
Consolidated Balance Sheet
As at 30 June 2023
(Audited)
30 Jun 2023 31 Dec 2022 30 Jun 2022
GBP GBP GBP
Non-current assets
------------------------------------------------------------------------ -------------- ------------- -------------
Property, plant and equipment 2,867 4,233 5,426
Goodwill 214,044 220,224 219,263
Intangible assets 452,588 531,866 591,111
------------------------------------------------------------------------ -------------- ------------- -------------
Total non-current assets 669,499 756,323 815,800
------------------------------------------------------------------------ -------------- ------------- -------------
Current assets
------------------------------------------------------------------------ -------------- ------------- -------------
Trade and other receivables 355,520 197,273 166,025
Cash 90,206 313,985 354,732
Assets classified as held for sale - - -
------------------------------------------------------------------------ -------------- ------------- -------------
Total current assets 445,727 511,258 520,757
Current liabilities
------------------------------------------------------------------------ -------------- ------------- -------------
Trade and other payables 699,151 560,508 514,959
Liabilities directly associated with assets classified as held for sale - - -
Total current liabilities 699,151 560,508 514,959
Net current assets/(liabilities) (253,424) (49,250) 5,798
------------------------------------------------------------------------ -------------- ------------- -------------
NET ASSETS 416,075 707,073 821,598
Equity
Share capital 1,826,214 1,826,214 1,826,214
Share premium 20,553,499 20,553,499 20,553,499
Capital redemption reserve 23,616 23,616 23,616
Merger reserve 160,000 160,000 160,000
Convertible loan note reserve 223,095 217,784 212,385
Share based payment reserve 81,696 81,696 71,808
Foreign currency reserve 25,228 21,064 (30,141)
Retained losses (22,477,273) (22,176,800) (21,995,783)
------------------------------------------------------------------------ -------------- ------------- -------------
Equity attributable to owners of the Company 416,075 707,073 821,598
TOTAL EQUITY 416,075 707,073 821,598
------------------------------------------------------------------------ -------------- ------------- -------------
Consolidated statement of changes in equity
For the six months ended 30 June 2023
Share Share Capital Merger Convertible Share Foreign Retained TOTAL
Capital premium redemption reserve loan note based currency losses EQUITY
reserve reserve payment reserve
reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Balance at 1
January 2022 1,825,076 20,547,343 23,616 160,000 207,024 71,808 20,973 (21,665,199) 1,190,691
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Loss for the
year - - - - - - - (511,601) (511,601)
Exchange
differences
on
translation
of foreign
operations - - - - - - (2,593) - (2,593)
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Total
comprehensive
loss for the
year - - - - - - (2,593) (511,601) (514,194)
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Shares issued 1,138 6,156 - - - - - - 7,294
Cost of shares - - - - - - - - -
issued
Share based
payments - - - - - 9,888 - - 9,888
Movement in
the year - - - - 10,710 - 2,684 - 13,394
Balance at 31
December 2022 1,826,214 20,553,499 23,616 160,000 217,784 81,696 21,064 (22,176,800) 707,073
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Loss for the
period - - - - - - - (300,473) (300,473)
Exchange
differences
on
translation
of foreign
operations - - - - - - 3,241 - 3,241
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Total
comprehensive
loss for the
period - - - - - - 3,241 (300,473) (297,232)
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Shares issued - - - - - - - - -
Share based - - - - - - - - -
payments
Movement in
the period - - - - 5,311 - 923 - 6,234
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Balance at 30
June 2023 1,826,214 20,553,499 23,616 160,000 223,095 81,696 25,228 (22,477,274) 416,075
-------------- --------- ---------- ---------- -------- ----------- -------- --------- ------------ ---------
Consolidated Cash Flow Statement
For the six months ended 30 June 2023
Half year (Audited) Half year
ended Full year ended
30 Jun ended 30 Jun 2022
2023 31 Dec 2022
GBP GBP GBP
-------------------------------------- --------- ------------ -------------
Cash flows from operating activities:
Operating loss (300,473) (511,601) (330,584)
Adjustment for:
Depreciation and amortisation 53,790 140,609 69,704
Impairment of intangible assets - - -
Fees in exchange for shares - 7,293 7,293
Share based payment expense - 9,888 -
Foreign exchange loss 37,197 (80,207) (125,842)
Finance costs 5,311 10,710 5,311
Increase in receivables (158,247) (119,084) (87,836)
Increase/(Decrease) in payables 138,643 167,722 122,172
Net cash used in operating activities (223,779) (374,671) (339,782)
-------------------------------------- --------- ------------ -------------
Cash flows from investing activities
Purchase of equipment - (1,525) (2,129)
Purchase of intangible assets - (38,405) (31,943)
Net cash used in investing activities - (39,930) (34,072)
-------------------------------------- --------- ------------ -------------
Cash flows from financing activities
Shares issued - - -
Cost of shares issued - - -
Less shares issued arising from
convertible loan notes - - -
Convertible loan notes - - -
Unclaimed dividends - - -
Interest cost - - -
Net cash from financing activities - - -
-------------------------------------- --------- ------------ -------------
Net decrease in cash and cash
equivalents (223,779) (414,601) (373,854)
-------------------------------------- --------- ------------ -------------
Cash and cash equivalents brought
forward 313,985 728,586 728,586
Effects of exchange rate changes - - -
on cash and cash equivalents
-------------------------------------- --------- ------------ -------------
Cash and cash equivalents carried
forward 90,206 313,985 354,732
-------------------------------------- --------- ------------ -------------
Summary of significant accounting policies
IQ-AI Limited (the "Company") is a limited liability company
incorporated and domiciled in Jersey.
The financial statements are presented in pounds sterling (GBP)
since that is the currency of the primary environment in which the
Group and Company operates.
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared and approved by
the Directors in accordance with International Financial Reporting
Standards (IFRS) and IFRIC interpretations (IFRS IC) as adopted by
the European Union.
The financial statements have been prepared under the historical
cost convention, as modified for the assets held for sale measured
at fair value less costs to sell.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are
disclosed under the heading 'Critical accounting estimates and
judgements' below.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Chief Executive Officer's Statement.
The current economic conditions continue to create uncertainty,
particularly over (a) the level of demand for the group's products;
and (b) the availability of finance for the foreseeable future. The
group's forecasts and projections, taking account of reasonably
possible changes in trading performance, show that additional
funding will be required either via an issue of equity or through
the issuance of convertible loan notes. The Directors are
reasonably confident that funds will be forthcoming if and when
they are required. The Chief Executive Officer has provided a
letter of financial support to the Group to make sufficient funds
available, if required, to ensure the Group can meet its
obligations over the going concern period.
Taking in to account the comments above, the Directors have, at
the time of approving the financial statements, a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
Therefore, they continue to adopt the going concern basis of
accounting in preparing the financial statements
New standards, amendments and interpretations adopted by the
Group and Company
The following IFRS or IFRIC interpretations were effective for
the first time for the financial year beginning 1 January 2022.
Their adoption has not had any material impact on the disclosures
or on the amounts reported in these financial statements:
Standards /interpretations Application
--------------------------- ------------------------------------------------
IAS 1 & IAS 8 amendments Definition of Material
IFRS 3 amendments Business Combinations
IFRS 16 Amendments to provide lessees with an exemption
from assessing whether a COVID-19 related
rent concession is a lease modification
New standards, amendments and interpretations not yet
adopted
Standards /interpretations Application
--------------------------- -----------------------------------------------------
IAS 1 amendments Presentation of Financial Statements: Classification
of Liabilities as Current or Non-Current.
Effective: Annual periods beginning on
or after 1 January 2023
IFRS 3 amendments Business Combinations - Reference to the
Conceptual Framework.
Effective: Annual periods beginning on
or after 1 January 2022
IFRS 7, IFRS 9, Amendments regarding replacement issues
IFRS 16 in the contract of IBOR reform.
Effective: Annual periods beginning on
or after 1 January 2021
IFRS 16 Amended by Covid-19 Related Rent Concessions
beyond 30 June 2021 (amendment to IFRS
16)
Effective: Annual periods beginning on
or after 1 April 2021
IAS 1 amendments Presentation of Financial Statements: Classification
of Liabilities as Current or Non-Current.
Effective: Annual periods beginning on
or after 1 January 2023
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company or Group.
Basis of consolidation
The Group financial statements consolidate the financial
statements of the Company and all its subsidiaries ("the Group").
Subsidiaries include all entities over which the Group is exposed,
or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee. The existence and effect of potential
voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another
entity. Subsidiaries are consolidated from the date on which
control commences until the date that control ceases. Intra-group
balances and any unrealised gains and losses on income or expenses
arising from intra-group transactions, are eliminated in preparing
the consolidated financial statements.
The acquisition method of accounting is used to account for
business combinations. The cost of an acquisition is measured as
the fair value of the assets given, equity instruments issued, and
liabilities incurred or assumed at the date of exchange, and the
equity interests issued. Identifiable assets acquired, and
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the
acquisition date. Acquisition related costs are expensed as
incurred. Where necessary, amounts reported by subsidiaries have
been adjusted to conform with the Group's accounting policies.
Investments in subsidiaries
Investments in subsidiaries are held at cost less any
impairment.
Goodwill
Goodwill on acquisition of subsidiaries represents the excess of
the cost of acquisition over the fair value of the Group's share of
the identifiable net assets and contingent liabilities acquired.
Identifiable assets are those which can be sold separately, or
which arise from legal rights regardless of whether those rights
are separable. Goodwill on acquisition of subsidiaries is included
in intangible assets. Goodwill is not amortised but is tested
annually, or when trigger events occur, for impairment and is
carried at cost less accumulated impairment losses.
Segment reporting
An operating segment is a component of the Group that engages in
business activity from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with and of the Group's other components. All
operating segments' operating results, for which discrete financial
information is available, are reviewed regularly by the Group's
Board to make decisions about resources to be allocated to the
segment and assess its performance. As a result of the acquisition
during the year, the Group reports on a two-segment basis - holding
company expenses and medical software.
Foreign Currency Translation
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement. Foreign exchange gains and losses are presented in the
income statement within 'finance income or costs.'
The results and financial position of Group entities that have a
functional currency different from the presentation currency are
translated into the presentation currency as follows:
-- assets and liabilities for each Statement of Financial
Position presented are translated at the closing rate at the date
of that Statement of Financial Position;
-- income and expenses for each Income Statement presented are
translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the
transactions); and
-- all resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate. Exchange
differences arising are recognised in other comprehensive
income.
Intangible Assets - Intellectual property and internally
generated software
Separately acquired intellectual property is shown at historic
cost. Intellectual property acquired in a business combination is
recognised at fair value at the acquisition date. Amortisation is
calculated using the straight-line method over the estimated useful
life of up to 5 years.
Development costs that are directly attributable to the design
and testing of identifiable and unique software products controlled
by the Group are recognised as intangible assets when the following
criteria are met:
-- it is technically feasible to complete the software product
so that it will be available for use;
-- management intends to complete the software product and use or sell it;
-- there is an ability to use or sell the software product;
-- it can be demonstrated how the software product will generate
probable future economic benefits;
-- adequate technical, financial and other resources to complete
the development and use or sell the software product are available;
and
-- the expenditure attributable to the software product during
its development can be reliably measured.
Directly attributable costs that are capitalised as part of the
software product include the software development employee costs
and an appropriate portion of relevant overheads.
Other development expenditure that does not meet these criteria
is recognised as an expense as incurred.
Development costs previously recognised as an expense are not
recognised as an asset in a subsequent period.
Software development costs recognised as assets are amortised
over their estimated useful lives, which do not exceed 5 years.
Amortisation commences when regulatory approval is obtained, and
the product is commercially available.
Impairment of Non-Financial Assets
Intangible assets that have an indefinite useful life or
intangible assets not ready to use are not subject to amortisation
and are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are largely independent cash inflows (cash-generating units). Prior
impairments of non-financial assets (other than goodwill) are
reviewed for possible reversal at each reporting date.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group's balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
Financial assets
The Group classifies its financial assets in the following
categories financial assets as "at fair value through profit and
loss" and "loans and receivables". The classification depends on
the nature and purpose of the financial assets and is determined at
the time of initial recognition. Management determines the
classification of its financial assets at initial recognition.
Loans and receivables
Trade receivables are amounts due from customers for merchandise
sold or services performed in the ordinary course of business.
Trade receivables are held with the objective of collecting the
contractual cash flows. If collection is expected in one year or
less (or in the normal operating cycle of the business if longer),
they are classified as current assets. If not, they are presented
as non-current assets.
Trade receivables are recognised initially at fair value, and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. The Group applies
the IFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade
receivables and contract assets.
Due to the short-term nature of the other current receivables,
their carrying amount is considered to be the same as their fair
value.
A financial asset is assessed at each reporting date to
determine whether there is any evidence that it is impaired. A
financial asset is considered impaired if objective evidence
indicates that one or more events have had a negative effect on the
estimated future cash flows of that asset. Individual significant
financial assets are tested for impairment on an individual basis.
The remaining financial assets are assessed collectively in groups
that share similar credit risk characteristics. All impairment
losses are recognised in the consolidated income statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks and other short-term highly liquid investments with
maturities of three months or less. In the consolidated Statement
of Financial Position, bank overdrafts are shown within borrowings
in current liabilities.
Financial liabilities and equity instruments issued by the
group
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities. Equity instruments issued by the Group are
recorded at the proceeds received, net of direct issued costs.
Non-Current Assets (or Disposal Groups) Held-for-Sale and
discontinued operations
Non-current assets (or disposal groups) are classified as assets
held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered
highly probable. They are stated at the lower of carrying amount
and fair value less costs to sell. A discontinued operation is a
component of the Group that is classified as held for sale and that
represents a separate line of business or geographical area of
operations. The results of discontinued operations are presented
separately in the Consolidated Income Statement.
Convertible loan notes
The convertible loan note ("CLN") is a compound financial
instrument that can be converted to share capital at the option of
the holder. As the CLN, and the accrued interest, can only be
repaid by the issue of shares, it has been recognised in equity
only, with no liability component. Interest is accounted for on an
accruals basis and charged to the Consolidated Income Statement and
added to the carrying amount of the equity component of the
CLN.
Trade and other payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities.
Trade and other payables are recognised initially at fair value,
and subsequently measured at amortised cost using the effective
interest method. The carrying amounts of trade and other payables
are considered to be the same as their fair values.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares and share
options are recognised as a deduction from equity, net of any tax
effects, from the proceeds.
Share-Based Payments
The Company operates an equity-settled, share-based compensation
plan, under which the entity receives services from employees as
consideration for equity instruments (options) of the Company. The
fair value of the employee services received in exchange for the
grant of the options is recognised as an expense. The total amount
to be expensed is determined by reference to the fair value of the
options granted:
-- including any market performance conditions (for example, an entity's share price);
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a
specified time period); and
-- including the impact of any non-vesting conditions (for
example, the requirement for employees to save or holding shares
for a specific period of time).
At the end of each reporting period, the group revises its
estimates of the number of options that are expected to vest based
on the non-market vesting conditions and service conditions. It
recognises the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to
equity.
In addition, in some circumstances employees may provide
services in advance of the grant date and therefore the grant date
fair value is estimated for the purposes of recognising the expense
during the period between service commencement period and grant
date.
When the options are exercised, the company issues new shares.
The proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium.
The grant by the Company of options over its equity instruments
to the employees of subsidiary undertakings in the Group is treated
as a capital contribution. The fair value of employee services
received, measured by reference to the grant date fair value, is
recognised over the vesting period as an increase in investment in
subsidiary undertakings, with a corresponding credit to equity in
the parent entity accounts.
The social security contributions payable in connection with the
grant of the share options is considered an integral part of the
grant itself, and the charge will be treated as a cash-settled
transaction.
Revenue recognition
The group derives revenue from the transfer of goods and
services at a point in time and over time. Revenue from external
customers arise on the sales of software licences, including
associated maintenance, and consultancy services.
Revenue from licence sales is measured at the agreed transaction
price at a point in time. A receivable is recognised when access to
the software is granted, since this is the point in time that the
consideration is unconditional because only the passage of time is
required before the payment is due. Support and maintenance
services are provided on the product supplied; this is deemed to be
a separately identifiable product and is recognised over time.
Revenue from consulting services are recognised in the accounting
period in which the services are rendered.
Taxation
The Company is registered in Jersey, Channel Islands and is
taxed at the Jersey Company standard rate of 0%. However, the
Company's subsidiaries are situated in jurisdictions where taxation
may become applicable to local operations.
The major components of income tax on profit or loss include
current and deferred tax.
The tax currently payable is based on the taxable profit for the
period using the tax rates that have been enacted or substantially
enacted by the balance sheet date. Taxable profit differs from the
net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the Group financial
statements. Deferred tax is determined using tax rates that have
been enacted or substantially enacted at the balance sheet date and
are expected to apply when the related deferred income tax asset is
realised of the deferred tax liability is settled.
Deferred tax assets are only recognised to the extent that it is
probable that future taxable profit will be available against which
the asset can be utilised. Deferred tax is charged or credited in
the income statement, except when it relates to items charged or
credited to equity, in which case the deferred tax is also dealt
with in equity.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Critical Accounting Estimates and Assumptions
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Fair value measurement
Management uses valuation techniques to determine the fair value
of assets held for sale. This involves developing estimates and
assumptions consistent with how market participants would price the
instrument. Management bases its assumptions on best observable
data available as far as possible. Estimated fair values may vary
from the actual prices that would be achieved in an arm's length
transaction at the reporting date.
Critical judgments in applying the entity's accounting
policies
The following are the critical judgements that the Directors
have made in the process of applying the Group's accounting
policies and that have the most significant effect on the amounts
recognised in the financial statements.
Capitalisation of internally developed software
Distinguishing the research and development phases of the
software suites 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.
Earnings per share
Basic and diluted
Earnings per share is calculated by dividing the loss
attributable to the equity holders of the Company by the weighted
average number of Ordinary shares in issue during the period,
excluding Ordinary shares purchased by the Company and held as
treasury shares.
Half year Audited Half year
ended Full year ended ended
30 Jun 2023 31 Dec 2022 30 Jun 2022
------------------------------------------ ----------- ---------------- -----------
Loss attributable to equity
holders of the Company (GBP) (300,473) (511,601) (330,584)
Loss from discontinued operation - -
attributable to equity holders
of the parent (GBP)
Weighted average number of
shares in issue (number) 182,621,390 182,609,544 182,595,616
Loss per share (pence)
-From continuing operations (0.16) (0.28) (0.18)
-From discontinued operations (0.00) (0.00) (0.00)
------------------------------------------ ----------- ---------------- -----------
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END
IR EALPKFLNDEFA
(END) Dow Jones Newswires
August 17, 2023 02:00 ET (06:00 GMT)
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