REG - Imaging Biometrics - Half-year Report
13/08/2025 12:00
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RNS Number : 1953V Imaging Biometrics Limited 13 August 2025
13 August 2025
Imaging Biometrics, Limited (the "Company" or the "Group")
Half Yearly Report for the Period Ended 30 June 2025
The Board of Imaging Biometrics, Ltd is pleased to announce the Company's half
yearly report for the period ended 30 June 2025.
For further information, please contact:
Imaging Biometrics Limited
Trevor Brown/Al Musella/Brett Skelly/Michael Schmainda +44 (0)207 469 0930
Peterhouse Capital Limited +44 (0)207 220 9797
Chief Executive's Statement
Financial Highlights
First-half revenue totalled £394,002, down 11% year-over-year, reflecting a
one-off £79k grant received in the prior period and significant exchange rate
differences.
Net assets have increased to £513,624 at 30 June 2025 from £302,527 at 31
December 2024.
For the six months ended 30 June 2025, the Group reported a reduced loss of
£89,652, an improvement from £274,309 in the same period last year. Notably,
this figure includes a foreign exchange loss of £67,309 and a non-cash
share-based payment of £47,982. Adjusting for these items, the Group would
have been profitable during the first half of the year.
IB003, gallium maltolate (GaM)
Following the recently reported "soft close" of our Phase 1 clinical trial for
oral GaM, we anticipate formal closure approval in the near term. In parallel,
our clinical team is actively preparing the Phase 1 results for publication
and refining the Phase 2 protocol to reflect emerging strategic opportunities.
For the remainder of the current year, our priorities include completing the
Phase 1 data analysis, scheduling the End-of-Phase-1 meeting with the U.S.
Food and Drug Administration (FDA), integrating their feedback into our
development strategy, and evaluating Phase 2 funding pathways, including the
option to independently finance.
Whilst the Expanded Access Program (EAP) continues to attract interest from
patients who have exhausted standard treatment options, participation remains
limited due to prolonged site activation timelines. While some individuals can
access treatment by journeying to active sites, many cannot. We remain deeply
committed to expanding access to GaM and are actively exploring solutions to
overcome these barriers and serve patients in need.
The completion of Phase 1 marks a milestone in the development of GaM. The
trial met its primary endpoints, with early data suggesting a potentially
superior therapeutic profile relative to current standard-of-care. As we
transition toward Phase 2, our focus is on generating statistically robust
efficacy data to support regulatory approval. Upon availability of these data,
we will re-engage with the FDA to resubmit our Breakthrough Therapy
designation request, incorporating the agency's feedback from our initial
submission to strengthen the case for accelerated review.
We're tracking our FDA-granted Rare Paediatric Disease Designations for two
urgent indications-paediatric-type diffuse high-grade glioma and atypical
teratoid rhabdoid tumour, which position IB-003 to earn a Priority Review
Voucher (PRV) upon approval. These PRVs have historically commanded very
substantial valuations, offering both strategic and financial upside. Congress
is actively considering an extension of the PRV program via the Give Kids a
Chance Act, which passed the House unanimously; a Senate companion bill is
pending. While final passage isn't guaranteed, strong bipartisan and advocacy
support point to a promising outcome.
IB Clinic
Despite the clinical value and technical maturity of IB Clinic, adoption
through third-party AI marketplace platforms has been underwhelming. These
channels, while promising in theory, have proven fragmented, slow-moving, and
misaligned with the urgency and precision required in neuro-oncology imaging.
The lack of meaningful traction reflects broader challenges: limited platform
engagement, complex integration pathways, and insufficient prioritization of
disease-specific tools. While disappointing, this experience underscores the
need for more direct, strategic deployment models that prioritize clinical
impact over varied menu applications.
Going forward, we will shift our focus toward direct engagement with the
clinicians and decision-makers who stand to benefit most from IB Clinic's
capabilities. Our outreach will intensify across oncology, neurosurgery,
radiology-and even patient advocacy communities-to ensure that the value of
our solutions is clearly understood and accessible. Building on the momentum
of groundbreaking neurosurgical applications, including the Outstanding
Project Award at ASNR 2025, we are committed to delivering targeted,
high-impact messaging that highlights IB Clinic's clinical utility, ease of
integration, and transformative potential in neuro-oncology care.
We will continue to collaborate with our channel partners-particularly as our
automated fractional tumour burden (FTB) mapping technology nears
release-recognizing their role in education and brand visibility. However, IB
Clinic is not a "me too" offering. It delivers uniquely quantitative,
clinically validated solutions that directly address one of the most
persistent and consequential questions in neuro-oncology: Is the enhancing
region active tumour or a treatment-related effect? By answering this with
clarity and precision, IB Clinic empowers clinicians to make informed
decisions that truly impact patient outcomes.
We successfully launched IB ASL, our advanced perfusion imaging technology
that eliminates the need for contrast agents. IB ASL leverages arterial spin
labeling (ASL), a non-invasive MRI technique increasingly used in the
evaluation of stroke, neurodegenerative diseases, and other cerebral perfusion
disorders. IB ASL is now available for purchase and has already been deployed,
marking an important step in the broader adoption of this perfusion solution.
IB Nimble
A major focus has been rebuilding the IB Nimble code base to deliver a
scalable, secure imaging platform. Upcoming enhancements will allow clinicians
to view medical images from any device and customize their settings, with the
key addition of DICOM viewing for direct, in-platform access. This transforms
IB Nimble into a lightweight, portable solution for multidisciplinary teams
needing rapid image review in their collaboration process.
Concurrently, the server architecture is being upgraded for essential
functions like account consolidation, user management, and data organization.
These improvements position IB Nimble as a turnkey solution for multi-site
deployments and support commercialization in mobile clinical environments.
Outlook
Imaging Biometrics remains committed to improving outcomes for patients,
especially those facing the most aggressive brain cancers. Our solutions, like
IB Neuro, Delta T1, and FTB maps, are being used every day in real-world
clinical settings, helping physicians make more informed decisions and
offering patients more precise imaging options. Our continued growth and
product deployments are making a tangible, life-changing impact on patients
who need them most.
The Board is acutely aware that shareholders (including insiders) have had to
exercise great patience over past years as commercialization and acceptance of
our cutting-edge technologies has been slower than we had expected. The innate
conservatism of our market, which serves primarily to protect patients, is
also a headwind for the acceptance of innovation. We believe that these
conditions are beginning to change, as our technologies and name become more
familiar through our efforts at conferences, published scientific papers and
networking.
Trevor Brown
Chief Executive
Results for the 2025 interim financial period
A summary of the key financial results is set out in the table below:
30 June 2025
£
Revenue 394,002
Gross Profit 389,958
Operating expenses (479,611)
Other income 1
Loss for the period from discontinued operations -
Loss for the period (89,652)
Interest
The net interest cost for the Group for the period was £Nil (2024:
(£410)).
Loss before tax
Loss before tax for the period was £89,652, which includes a Share Based
Payment expense of £47,982 (2024: £259,081) and a foreign exchange loss of
£67,309 (2024: 693 gain).
Taxation
Taxation charge was £nil for the period (2024: £nil).
Earnings per share
Basic and diluted earnings per share for the period were 0.04p loss (2024:
0.13p loss).
Financial position
The Group's balance sheet as at 30 June 2025 can be summarised as set out in
the table below:
Net assets
£'m
£
Non-current assets 717,818
Net current liabilities (204,195)
Net assets and total equity 513,623
Cash flow
Net cash inflow for the period was £18,859 (2024: £47,368 inflow).
Consolidated Income Statement
For the six months ended 30 June 2025
Half year ended (Audited) Full year ended Half year
ended
30 Jun 2025 31 Dec 2024 30 Jun 2024
£ £ £
Continuing operations
Revenue 394,002 750,105 444,247
Cost of sales (4,044) (7,766) (2,047)
Gross profit 389,958 742,339 442,200
Administrative expenses (479,611) (1,069,857) (716,921)
Other income 1 5 2
Operating loss (89,652) (327,513) (274,719)
Impairment of goodwill and intangible assets - - -
Finance costs - 410 410
Loss before income tax (89,652) (327,103) (274,309)
Income tax - - -
Loss for the year from continuing operations (89,652) (327,103) (274,309)
Discontinued operations
Loss for the period from discontinued operations - - -
Loss for the year attributable to owners of the Company (89,652) (327,103) (274,309)
Earnings per share attributable to owners of the Company
From continuing operations:
Basic & diluted (pence per share) (0.04) (0.15) (0.13)
From discontinued operations:
Basic & diluted (pence per share) (0.00) (0.00) (0.00)
Total earnings per share (pence per share) (0.04) (0.15) (0.13)
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2025
Half year (Audited) Full year ended Half year
ended ended
30 Jun 2025 31 Dec 2024 30 Jun 2024
£ £ £
Loss for the period (89,652) (327,103) (274,309)
Other comprehensive income
Items that may be subsequently reclassified as profit or loss
Exchange differences on translation of foreign operations (9,380) 2,772 39
Total comprehensive loss for the year attributable to the owners of the (99,032) (324,331) (274,270)
Company
Total comprehensive loss for year arises from:
Continuing operations (99,032) (324,331) (274,270)
Discontinuing operations - - -
(99,032) (324,331) (274,270)
Consolidated Balance Sheet
As at 30 June 2025
(Audited) 30 Jun 2024
30 Jun 2025 31 Dec 2024 £
£ £
Non-current assets
Property, plant and equipment 752 942 1,050
Goodwill 66,280 72,640 71,904
Intangible assets 650,786 604,633 566,196
Total non-current assets 717,818 678,215 639,150
Current assets
Trade and other receivables 198,502 197,954 249,463
Cash 72,359 53,500 186,119
Assets classified as held for sale - - -
Total current assets 270,861 251,454 435,582
Current liabilities
Trade and other payables 475,056 627,142 641,544
Liabilities directly associated with assets classified as held for sale - - -
Total current liabilities 475,056 627,142 641,544
Net current assets/(liabilities) (204,195) (375,688) (205,962)
NET ASSETS 513,623 302,527 433,188
Equity
Share capital 2,467,098 2,217,098 2,217,098
Share premium 20,695,437 20,705,137 20,705,137
Capital redemption reserve 23,616 23,616 23,616
Merger reserve 160,000 160,000 160,000
Convertible loan note reserve - - -
Share based payment reserve 318,075 270,093 340,777
Foreign currency reserve 22,161 9,695 16,878
Retained losses (23,172,764) (23,083,112) (23,030,318)
Equity attributable to owners of the Company 513,623 302,527 433,188
TOTAL EQUITY 513,623 302,527 433,188
Consolidated statement of changes in equity
For the six months ended 30 June 2025
Share Share Capital redemption reserve Merger Convertible loan note reserve Share based payment reserve Foreign currency reserve Retained TOTAL EQUITY
Capital premium reserve losses
£ £ £ £ £ £ £ £ £
Balance at 1 January 2024 1,906,715 20,555,087 23,616 160,000 100,953 81,696 22,866 (22,756,009) 94,924
Loss for the year - - - - - - - (327,103) (327,103)
Exchange differences on translation of foreign operations - - - - - - (13,171) - (13,171)
Total comprehensive loss for the year - - - - - - (13,171) (327,103) (340,274)
Transactions with shareholders:
Loan conversion 63,050 37,493 - - (100,543) - - - -
Shares issued 247,333 123,667 - - - - - - 371,000
Cost of shares issued - (11,110) - - - - - - (11,110)
Share based payments - - - - - 188,397 - - 188,397
Movement in the year - - - - (410) - - - (410)
Transactions with owners, recognised directly in equity 310,383 150,050 - - (100,953) 188,397 (13,171) (327,103) 207,603
Balance at 31 December 2024 2,217,098 20,705,137 23,616 160,000 - 270,093 9,695 (23,083,112) 302,527
Loss for the period - - - - - - - (89,652) (89,652)
Exchange differences on translation of foreign operations - - - - - - (9,380) - (9,380)
Total comprehensive loss for the period - - - - - - (9,380) (89,652) (99,032)
Transactions with shareholders:
Shares issued 250,000 - - - - - - - 250,000
Cost of shares issued - (9,700) - - - - - - (9,700)
Share based payments - - - - - 47,982 - - 47,982
Movement in the year - - - - - - 21,846 - 21,846
Transactions with owners, recognised directly in equity 250,000 (9,700) - - - 47,982 12,466 (89,652) 211,096
Balance at 30 June 2025 2,467,098 20,695,437 23,616 160,000 - 318,075 22,161 (23,172,764) 513,623
Consolidated Cash Flow Statement
For the six months ended 30 June 2025
Half year ended (Audited) Full year ended Half year ended
30 Jun 2025 31 Dec 2024 30 Jun 2024
£ £ £
Cash flows from operating activities:
Operating loss (89,652) (327,103) (274,309)
Adjustment for:
Depreciation and amortisation 39,505 54,473 22,064
Impairment of intangible assets - -
Share based payment expense 47,982 188,397 259,082
Foreign exchange loss/(gain) 85,350 (22,913) (10,305)
Finance costs - (410) (410)
(Increase) in receivables (548) (29,936) (81,446)
(Decrease)/Increase in payables (152,086) 1,333 15,732
Net cash used in operating activities (69,449) (136,159) (69,592)
Cash flows from investing activities
Purchase of equipment - - -
Purchase of intangible assets (151,992) (308,982) (242,930)
Net cash used in investing activities (151,992) (308,982) (242,930)
Cash flows from financing activities
Shares issued net of share costs 240,300 359,890 359,890
Net cash from financing activities 240,300 359,890 359,890
Net increase/(decrease) in cash and cash equivalents 18,859 (85,251) 47,368
Cash and cash equivalents brought forward 53,500 138,751 138,751
Effects of exchange rate changes on cash and cash equivalents - - -
Cash and cash equivalents carried forward 72,359 53,500 186,119
Summary of significant accounting policies
Imaging Biometrics Limited (the "Company") is a limited liability company
incorporated and domiciled in Jersey.
The financial statements are presented in pounds sterling (£) 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 2024. 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 amendments Presentation and Classification of Liabilities as Current or Non current
IAS 16 Amendments Lease liability in a sale and leaseback
IAS 1 Amendments Presentation of Financial Statements
New standards, amendments and interpretations not yet adopted
Standards /interpretations Application
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 2025 31 Dec 2024 30 Jun 2024
Loss attributable to equity holders of the Company (£) (89,652) (327,103) (274,309)
Loss from discontinued operation attributable to equity holders of the parent - - -
(£)
Weighted average number of shares in issue (number) 236,212,551 217,954,592 214,158,129
Potentially dilutive ordinary shares 33,247,974 25,697,974 24,922,974
For diluted earnings per ordinary share 269,460,525 243,652,566 239,081,103
Loss per share (pence)
-From continuing operations (0.04) (0.15) (0.13)
-From discontinued operations (0.00) (0.00) (0.00)
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