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REG - IQ-AI Limited - Half-year Report

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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
                                                   £
 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 £5,311 (2022:
£5,311).

Loss before tax

Loss before tax for the period was £300,473 (2022: £330,584).

Taxation

Taxation charge was £nil for the period (2022: £nil).

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

                              £'m
                              £
 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 £223,779 (2022: £373,854 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
                                                           £                £                          £
 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
                                                                          £            £                          £
 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  (297,232)    (514,194)                  (347,540)
 Company

 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 2022

                                                                          30 Jun 2023   31 Dec 2022   £

                                                                          £             £

 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 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 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 ended  (Audited) Full year ended   Half year ended

                                                                30 Jun 2023      31 Dec 2022                30 Jun 2022
                                                                £                £                          £
 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 (£) 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, IFRS 16     Amendments regarding replacement issues 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 (£)                         (300,473)    (511,601)         (330,584)
 Loss from discontinued operation attributable to equity holders of the parent               -                 -
 (£)

 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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