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REG - IQ-AI Limited - Half-year Report

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RNS Number : 3064A  IQ-AI Limited  13 August 2024

13 August 2024

IQ-AI Limited (the "Company" or the "Group")

Half Yearly Report for the Period Ended 30 June 2024

The Board of IQ-AI Ltd is pleased to announce the Company's half yearly report
for the period ended 30 June 2024.

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

- First half revenue was £444,000, an increase of 57% over the comparable
period in 2023.

- Net assets have increased from £94,924 as of 31 December 2023 to £433,188
as of 30 June 2024.

 

Phase 1 Clinical Trial (IB003, gallium maltolate)

The trial is in its final stages. As soon as all the results are available, an
End of Phase 1 ("EOP1") meeting will be held with the US Food and Drug
Administration ("FDA"). The EOP1 meeting is critical. In an FDA Fast Track
Designated development program, FDA resources are assigned to help abbreviate
various aspects of the development pathway, including offering strategic
guidance for the phase 2 protocol that is currently being drafted. We
anticipate this will happen before the end of this year.

 

Since receiving FDA approval to proceed with the EAP, 32 patients have
expressed an interest in participating. We are working closely with eligible
patients to help them navigate the on-boarding process and we are providing
resources and information to help them cover the costs of the EAP. We are
waiting for various sites across the US to obtain final administrative
approval and anticipate the first site to become active in late August.

 

The development of IB003 and the EAP remain our priority. We are continually
exploring how we can further utilise the regulatory milestones achieved last
year (our two Orphan Drug and two Rare Paediatric Disease Designations). Data
from a phase 2 trial will be represent a significant step towards having an
approved agent. If granted approval by the FDA, the Directors believe that the
ensuing commercial impact would be significant for IQAI.

 

IB Clinic

We will be introducing the next software release of IB Clinic later in Q3.
This release includes important new features and enhancements requested by
current and prospective clients, along with some necessary upgrades in
cybersecurity and general updates to the code base. Of most significance, will
be the ability to post-process Spin and Gradient Echo ("SAGE") data. This
development is the result of funding provided by the National Institutes of
Health ("NIH") under a multi-centre grant. To our knowledge, we will be the
first company to offer SAGE processing. An enhancement to IB Neuro, it will be
the only processing application built upon a cross-vendor effort to implement
SAGE. SAGE permits the collection of rCBV information with a variable
sensitivity to vessels of different diameters, as well as additional tissue
biophysical metrics relevant to changes observed with cancer and treatment and
represents the future of perfusion MRI.

 

In parallel with the next release, we will be offering an artificial
intelligence (AI) based pipeline that enables the automatic generation of
quantitative perfusion class maps (also known as "FTB" or fractional tumour
burden). This long-awaited and highly demanded feature eliminates the need for
an end user, such as a neuroradiologist or skilled MR technologist, from
performing a manual segmentation step. As more and more groups are reporting,
FTB maps are demonstrating direct clinical benefit in terms of diagnostic and
treatment assessment capabilities, as well as heightening inter-reader
confidence. Our channel partners are anxiously waiting for the imminent
release of this automated pipeline as their platforms only support fully
automated applications.

 

An exciting new application of our quantitative imaging capabilities is using
Delta T1™ maps for assessing the extent of surgical resection using laser
interstitial thermal therapy ("LITT"). Essentially, Delta T1 maps can
intraoperatively assessment whether neurosurgeons have removed the viable
tumour tissue. It is well acknowledged that the removal of tumour tissue
directly correlates with Overall Survival.

 

In development is the launch of a new product development program to process
arterial spin labelling ("ASL") data. ASL is an MR perfusion technique that
uses no exogenous contrast agent. Instead, it tags the patient's own blood
which then acts as the contrast medium during MRI exams. While not as commonly
accepted as the technology contained in IB Neuro, IB ASL™ offers potential
application into new pathologies (such as Alzheimer, epilepsy, and infectious
diseases) and populations. For example, children who require follow-up imaging
or people who may have adverse reactions to gadolinium-based contrast agents
find ASL an attractive imaging modality.

 

IB Nimble

Development work is nearing completion. The remaining work packages concern
the homogenization of the legacy IB Nimble code base into a single, robust
platform that is compatible with both Android and iOS, and the ability to view
medical images directly on the mobile app. This work is expected to be
completed in late Q1 2025, but discussions are already underway with multiple
new cancer centres who are interested in adopting IB Nimble for metastatic
brain cancer. Ultimately, cancer centres across the world who adopt IB Nimble
will benefit from what could conceivably be the world's largest repository of
mineable healthcare data and outcomes. While this will take some time to
populate, our vision for this potentially huge source of imaging data presents
significant benefits for predicting health outcomes, improving accuracy,
personalizing medicine, boosting operational efficiency, continuing research
and development, and addressing health disparities across patient populations.

 

Outlook

Our diversified product portfolio continues to evolve and proliferate. While
the basic message may now be familiar to shareholders, the directors believe
that the years of sustained development and innovation will, in due course,
yield positive results for the Company.

 

 

Trevor Brown

Chief Executive

 

 Results for the 2024 interim financial period

A summary of the key financial results is set out in the table below:

                                                   30 June 2024
                                                   £
 Revenue                                           444,247
 Gross Profit                                      442,200
 Operating expenses                                (716,919)

 Finance costs                                     410
 Loss for the period from discontinued operations  -
 Loss for the period                               (274,309)

Interest

The net interest cost for the Group for the period was (£410) (2023:
£5,311).

Loss before tax

Loss before tax for the period was £274,309, which includes a Share Based
Payment expense of £259,081 (2023: £300,473).

Taxation

Taxation charge was £nil for the period (2023: £nil).

Earnings per share

Basic and diluted earnings per share for the period were 0.13p loss (2023:
0.16p loss).

Financial position

The Group's balance sheet as at 30 June 2024 can be summarised as set out in
the table below:

                              Net assets

                              £'m
                              £
 Non-current assets           639,150
 Net current liabilities      (205,962)
 Net assets and total equity  433,188

Cash flow

Net cash inflow for the period was £47,368 (2023: £223,779 outflow).

Consolidated Income Statement
For the six months ended 30 June 2024
                                                           Half year ended  (Audited) Full year ended  Half year

                                                                                                       ended
                                                           30 Jun 2024      31 Dec 2023                30 Jun 2023
                                                           £                £                          £
 Continuing operations
 Revenue                                                   444,247          609,390                    282,652
 Cost of sales                                             (2,047)          (11,636)                   (4,042)
 Gross profit                                              442,200          597,754                    278,610

 Administrative expenses                                   (716,921)        (1,004,086)                (573,777)
 Other income                                              2                8                          5
 Operating loss                                            (274,719)        (406,324)                  (295,162)
 Impairment of goodwill and intangible assets              -                (207,627)                  -
 Finance costs                                             410              (9,865)                    (5,311)
 Loss before income tax                                    (274,309)        (623,816)                  (300,473)
 Income tax                                                -                -                          -
 Loss for the year from continuing operations              (274,309)        (623,816)                  (300,473)

 Discontinued operations
 Loss for the period from discontinued operations          -                -                          -

 Loss for the year attributable to owners of the Company   (274,309)        (623,816)                  (300,473)

 Earnings per share attributable to owners of the Company
 From continuing operations:
 Basic & diluted (pence per share)                         (0.13)           (0.34)                     (0.16)
 From discontinued operations:
 Basic & diluted (pence per share)                         (0.00)           (0.00)                     (0.00)

 Total earnings per share (pence per share)                (0.13)           (0.34)                     (0.16)

 

Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2024
                                                                          Half year    (Audited) Full year ended  Half year

                                                                          ended                                   ended
                                                                          30 Jun 2024  31 Dec 2023                30 Jun 2023
                                                                          £            £                          £
 Loss for the period                                                      (274,309)    (623,816)                  (300,473)

 Other comprehensive income
 Items that may be subsequently reclassified as profit or loss
 Exchange differences on translation of foreign operations                39           (3,100)                    3,241

 Total comprehensive loss for the year attributable to the owners of the  (274,270)    (626,916)                  (297,232)
 Company

 Total comprehensive loss for year arises from:
 Continuing operations                                                    (274,270)    (626,916)                  (297,232)
 Discontinuing operations                                                 -            -                          -
                                                                          (274,270)    (626,916)                  (297,232)

Consolidated Balance Sheet
As at 30 June 2024
                                                                                        (Audited)     30 Jun 2023

                                                                          30 Jun 2024   31 Dec 2023   £

                                                                          £             £

 Non-current assets
 Property, plant and equipment                                            1,050         1,677         2,867
 Goodwill                                                                 71,904        71,420        214,044
 Intangible assets                                                        566,196       340,870       452,588
 Total non-current assets                                                 639,150       413,967       669,499

 Current assets
 Trade and other receivables                                              249,463       168,018       355,520
 Cash                                                                     186,119       138,751       90,206
 Assets classified as held for sale                                       -             -             -
 Total current assets                                                     435,582       306,769       445,727

 Current liabilities
 Trade and other payables                                                 641,544       625,812       699,151
 Liabilities directly associated with assets classified as held for sale  -             -             -
 Total current liabilities                                                641,544       625,812       699,151

 Net current assets/(liabilities)                                         (205,962)     (319,043)     (253,424)
 NET ASSETS                                                               433,188       94,924        416,075

 Equity
 Share capital                                                            2,217,098     1,906,715     1,826,214
 Share premium                                                            20,705,137    20,555,087    20,553,499
 Capital redemption reserve                                               23,616        23,616        23,616
 Merger reserve                                                           160,000       160,000       160,000
 Convertible loan note reserve                                            -             100,953       223,095
 Share based payment reserve                                              340,777       81,696        81,696
 Foreign currency reserve                                                 16,878        22,866        25,228
 Retained losses                                                          (23,030,318)  (22,756,009)  (22,477,273)
 Equity attributable to owners of the Company                             433,188       94,924        416,075

 TOTAL EQUITY                                                             433,188       94,924        416,075

 

Consolidated statement of changes in equity
For the six months ended 30 June 2024
                                                            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 2023                                  1,826,214  20,553,499  23,616                      160,000   217,784                        81,696                       21,064                    (22,176,800)  707,073
 Loss for the year                                          -          -           -                           -         -                              -                            -                         (623,816)     (623,816)
 Exchange differences on translation of foreign operations  -          -           -                           -         -                              -                            (3,100)                   -             (3,100)
 Total comprehensive loss for the year                      -          -           -                           -         -                              -                            (3,100)                   (623,816)     (626,916)
 Transactions with shareholders:
 Loan conversion                                            84,464     42,232      -                           -         (126,696)                      -                            -                         -             -
 Shares cancelled                                           (3,963)    (40,644)    -                           -         -                              -                            -                         44,607        -
 Movement in the year                                       -          -           -                           -         9,865                          -                            4,902                     -             14,767
 Transactions with owners, recognised directly in equity    80,501     1,588       -                           -         (116,831)                      -                            1,802                     (579,209)     (612,149)
 Balance at 31 December 2023                                1,906,715  20,555,087  23,616                      160,000   100,953                        81,696                       22,866                    (22,756,009)  94,924
 Loss for the period                                        -          -           -                           -         -                              -                            -                         (274,309)     (274,309)
 Exchange differences on translation of foreign operations  -          -           -                           -         -                              -                            39                        -             39
 Total comprehensive loss for the period                    -          -           -                           -         -                              -                            39                        (274,309)     (274,270)
 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                                       -          -           -                           -         -                              259,081                      -                         -             259,081
 Movement in the year                                       -          -           -                           -         (410)                          -                            (6,027)                   -             (6,437)
 Transactions with owners, recognised directly in equity    310,383    150,050     -                           -         (100,953)                      259,081                      (5,988)                   (274,309)     338,264
 Balance at 30 June 2024                                    2,217,098  20,705,137  23,616                      160,000   -                              340,777                      16,878                    (23,030,318)  433,188

Consolidated Cash Flow Statement
For the six months ended 30 June 2024
                                                                Half year ended  (Audited) Full year ended  Half year ended

                                                                30 Jun 2024      31 Dec 2023                30 Jun 2023
                                                                £                £                          £
 Cash flows from operating activities:
 Operating loss                                                 (274,309)        (623,816)                  (300,473)
 Adjustment for:
 Depreciation and amortisation                                  22,064           115,401                    53,790
 Impairment of intangible assets                                -                207,627                    -
 Share based payment expense                                    259,082          -                          -
 Foreign exchange loss/(gain)                                   (10,305)         37,338                     37,197
 Finance costs                                                  (410)            9,865                      5,311
 (Increase)/Decrease in receivables                             (81,446)         29,254                     (158,247)
 Increase in payables                                           15,732           127,502                    138,643

 Net cash used in operating activities                          (69,592)         (96,829)                   (223,779)

 Cash flows from investing activities
 Purchase of equipment                                          -                -                          -
 Purchase of intangible assets                                  (242,930)        (78,405)                   -

 Net cash used in investing activities                          (242,930)        (78,405)                   -

 Cash flows from financing activities
 Funds raised from shares issued                                371,000          -                          -
 Cost of shares issued                                          (11,110)         -                          -

 Net cash from financing activities                             359,890          -                          -

 Net increase/(decrease) in cash and cash equivalents           47,368           (175,234)                  (223,779)
 Cash and cash equivalents brought forward                      138,751          313,985                    313,985
 Effects of exchange rate changes on cash and cash equivalents  -                -                          -
 Cash and cash equivalents carried forward                      186,119          138,751                    90,206

 

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 2023. 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 2024  31 Dec 2023       30 Jun 2023
 Loss attributable to equity holders of the Company (£)                         (274,309)    (623,816)         (300,473)
 Loss from discontinued operation attributable to equity holders of the parent  -            -                 -
 (£)

 Weighted average number of shares in issue (number)                            214,158,129  183,700,212       182,621,390
 Potentially dilutive ordinary shares                                           24,922,974   6,792,500         6,792,500
 For diluted earnings per ordinary share                                        239,081,103  190,492,712       189,413,890
 Loss per share (pence)
 -From continuing operations                                                    (0.13)       (0.34)            (0.16)
 -From discontinued operations                                                  (0.00)       (0.00)            (0.00)

 

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