Half Yearly Report to 30 June 2026

Imaging Biometrics Limited

29 July 2026

 

29 July 2026

Imaging Biometrics Limited (the "Company" or the "Group")

Half Yearly Report for the Period Ended 30 June 2026

The Board of Imaging Biometrics Limited is pleased to announce the Company's half yearly report for the period ended 30 June 2026.

For further information, please contact:

Imaging Biometrics Limited Trevor Brown / Brett Skelly / Michael Schmainda / John Richardson	[phone]
AlbR Capital Limited	[phone]

Chief Executive's Statement

Financial Highlights

The Company returned to profitability in the first half of 2026. Revenue grew 6% to £416,270 (H1 2025: £394,002) and gross profit rose to £414,536 (H1 2025: £389,958). A 32% reduction in administrative expenses, to £325,860 (H1 2025: £479,611), converted the prior period's operating loss of £89,652 into an operating profit of £88,678. After a finance expense of £5,127 and a tax charge of £9,699, the Company recorded a profit after tax of £73,852, compared with a loss of £89,652 in the prior period - a swing of more than £163,000.

This is a decisive first step. The improvement reflects the cost discipline that followed our decision to refocus on core imaging technologies. Building on this result depends on converting the clinical momentum set out below into accelerating, recurring revenue, and that is our central priority for the second half and beyond.

The Company's unaudited condensed results for the six months ended 30 June 2026 are summarised below:

	30 June 2026 £	30 June 2025 £
Revenue	416,270	394,002
Cost of sales	(1,734)	(4,044)
Gross profit	414,536	389,958
Administrative expenses	(325,860)	(479,611)
Other income	2	1
Operating profit/(loss)	88,678	(89,652)
Finance expense	(5,127)	-
Profit/(loss) before tax	83,551	(89,652)
Tax	(9,699)	-
Profit/(loss) after tax	73,852	(89,652)

IB Clinic

IB Clinic continues to establish itself as a leading source of automated, quantitative imaging biomarkers for neuro-oncology. During the first half, several institutions advanced towards full clinical adoption, with a number expected to complete in the third quarter - direct evidence of the demand we anticipated in refocusing resources on our core imaging technologies. Across our discussions with neuroradiologists, neuro-oncologists, neurosurgeons and advanced imaging specialists, one theme recurs: clinicians want objective, reproducible ways to assess treatment response and to distinguish active tumour from treatment-related effect. IB Clinic meets that need directly, delivering quantitative information that routine imaging cannot.

That momentum was reinforced by the EAF151 Phase II results, presented at the American Society of Clinical Oncology (ASCO) Annual Meeting in May 2026. EAF151 - a prospective, multicentre study of 146 patients across 33 sites - tested whether DSC-MRI cerebral blood volume measurements generated with IB Neuro could provide an early, objective marker of response to bevacizumab in recurrent glioblastoma. IB Neuro's fully automated standardised relative cerebral blood volume (sRCBV) showed the strongest statistically significant association with overall survival, outperforming conventional manual methods. This is among the first prospective, multicentre validations of an automated imaging biomarker for survival prediction in recurrent glioblastoma - independent evidence of our technology's clinical value.

The commercial implications are significant. Delivering objective treatment-response information within weeks rather than months can improve patient management, limit exposure to ineffective and potentially toxic therapies, and support better decisions in a disease with few options. The ASCO presentation, and the publication to follow, give us an evidence-based footing for commercial discussions with neuro-oncology centres, clinical trial sponsors and strategic partners.

We continue to work with GE HealthCare to onboard IB Clinic and QSMetric™ into GE's global ordering and fulfilment infrastructure. The integration has been deliberate, and GE remains actively engaged and committed to its completion. Moving to GE's enterprise systems will streamline ordering, fulfilment and customer identification - an important step towards long-term scalability through GE's global commercial network. Separately, our partner Prism Clinical Imaging continues to generate interest through industry conferences and direct marketing. These efforts have recently contributed to a new platform trial at a major paediatric hospital, which is expected to begin later this year.

Entering the second half, our priority is to convert growing clinical interest into sustained use across an expanding network of institutions. Every implementation adds both revenue and real-world evidence of how quantitative imaging improves diagnostic confidence, treatment planning and patient care. With recent site activity, the EAF151 results and rising interest in automated fractional tumour burden (FTB) analysis, IB Clinic is well positioned to accelerate adoption across academic and community settings alike.

To press this advantage, we are renewing our presence at major medical congresses, scientific meetings and industry exhibitions - the most effective platforms for demonstrating to clinicians, researchers and healthcare decision-makers what sets IB Clinic apart: automated quantification, clinically validated imaging biomarkers, and answers to some of the most challenging questions in neuro-oncology.

IB Nimble

IB Nimble is a secure clinical collaboration platform for rapid, informed decision-making across distributed care teams. Available through the web and native iOS and Android applications, it lets clinicians securely review images, annotations, quantitative results and case information from almost anywhere, accelerating multidisciplinary discussion and timely decisions in complex cases.

With the platform's core architecture and major development milestones complete, the heavy engineering required to build a robust, scalable foundation is behind us. Our development team is now focused on best-in-class customer support, faster response to client needs, and improvements to functionality, performance and user experience across the product portfolio - directing more resource towards customer success as we continue to advance the technology.

In parallel, we have adopted modern artificial-intelligence development tools to accelerate our engineering. These support product development, code review, troubleshooting and customer support, helping the team resolve issues and deliver new capabilities faster. A mature platform, customer-focused development and AI-assisted engineering together position Imaging Biometrics to scale efficiently without compromising the quality and responsiveness our customers expect.

Gallium Maltolate (GaM)

The Board's strategy is to secure a partner capable of advancing GaM through clinical development and regulatory review, while realising value from the Company's clinical data, development work, regulatory designations and related rights associated with the programme.

In the Board's view, the principal attraction to a prospective partner is the opportunity to pursue FDA approval for a potential treatment for rare paediatric brain cancers, supported by an established regulatory framework. GaM has received Rare Pediatric Disease Designation for pediatric-type diffuse high-grade glioma and atypical teratoid rhabdoid tumour (ATRT), together with two Orphan Drug Designations and Fast Track designation from the FDA. These designations may support development through enhanced regulatory engagement and could offer regulatory and commercial advantages should development prove successful.

The Board believes the programme's primary value lies in securing regulatory approval for a therapy that addresses a critical paediatric oncology need; any successful development would derive value principally from the approved product itself, including potential commercialisation and strategic value to a development partner.

Separately, if GaM were to receive FDA approval for a qualifying indication before the applicable programme deadline of 30 September 2029, the sponsor of the approved medicine could become eligible for a transferable Rare Pediatric Disease Priority Review Voucher (PRV). Recent third-party transactions involving such vouchers have reportedly ranged from approximately US$150 million to US$205 million. The required designations are already in place and are not subject to expiry.

Shareholders should understand the following:

•             FDA approval would require substantial additional clinical development. The programme remains at an early stage in paediatric indications and would require the successful completion of clinical studies demonstrating safety and efficacy, together with favourable FDA review.

-             The Medical College of Wisconsin (MCW)-sponsored GABRIEL study (Gallium Maltolate in Relapsed or Refractory Pediatric High-Grade Glioma and Atypical Teratoid Rhabdoid Tumour) is a Phase 1 trial. Phase 1 trials are designed primarily to evaluate safety, tolerability and dose selection, including determination of the recommended Phase 2 dose (RP2D); GABRIEL is not designed or statistically powered to demonstrate efficacy.

•             No clinical data currently exist in the target paediatric population. GaM has not been administered to paediatric patients and, as of the date of this report, GABRIEL has not commenced recruitment.

-             Following submission of an Investigational New Drug (IND) application to the FDA, FDA authorisation and subsequent MCW institutional reviews and approvals will be required before patient enrolment can begin.

-             The Company's rights to data generated from GABRIEL remain among the matters being clarified with the relevant parties; those discussions will commence only once all approvals are obtained.

•             The development timeline extends beyond the near term. GABRIEL is an investigator-initiated study sponsored by MCW. Any partner seeking FDA approval would determine the most appropriate development strategy and may pursue a pathway that differs from the currently anticipated timeline.

•             Patient recruitment. GABRIEL targets a subset of an already rare patient population. The Board understands that enrolment may be challenging and could be affected by competing studies sponsored by larger paediatric oncology networks and multi-centre research consortia.

•             The Company is not currently positioned to resource, fund or conduct a registrational programme. Advancement towards FDA approval would require a development partner with the financial resources, clinical capabilities and regulatory expertise necessary to undertake the required activities.

•             Commercial drug supply arrangements have not yet been secured. The Company does not currently have an active supply agreement in place for GaM to support the GABRIEL study.

•             Regulatory approval remains uncertain. As with all drug development, there can be no assurance that future studies will demonstrate an acceptable safety profile and sufficient efficacy, or that FDA approval will ultimately be obtained.

•             Potential Priority Review Voucher (PRV) eligibility is contingent upon FDA approval. Any opportunity to receive a PRV would arise only if a qualifying product receives FDA approval by 30 September 2029. While the PRV programme has been renewed previously, meeting the current deadline is highly unlikely. Eligibility, timing and any ultimate value of a PRV remain uncertain and should be regarded as potential additional upside rather than the primary driver of value.

Accordingly, the Board expects any transaction to be evaluated principally on the programme's scientific rationale, clinical development prospects, regulatory positioning and pathway towards FDA approval, with any PRV-related benefit representing additional upside rather than the primary basis of valuation.

Kirkstall Limited

Kirkstall traded profitably in the six months to 30 June 2026, maintaining a tight cost base while continuing to invest in market development.

In May, Kirkstall was named an industry collaborator in a Nottingham Trent University-led programme to develop a glioblastoma "tumour-on-a-chip" model using the Quasi Vivo™ platform, supported by joint funding from the BBSRC and NC3Rs. The programme aims to replicate both the blood-brain barrier and the tumour microenvironment within a single microfluidic system, improving the accuracy of preclinical brain cancer drug testing. The work brings together the Group's organ-on-a-chip and neuro-oncology capabilities.

Kirkstall sells directly to academic, research and commercial laboratories, supported by distribution partners in selected territories. The Group's Chinese partner exhibited at the Cell and Novel Therapy Conference on 23-24 June 2026, and a more recently appointed US partner continues to build its pipeline.

Direct commercial activity in the United States has centred on the toxicology sector. Kirkstall was represented at three sector meetings over the period and immediately before it: the Mid-Atlantic Society of Toxicology and the American College of Toxicology annual meeting, both in November 2025, and the Society of Toxicology annual meeting in San Diego in March 2026. These are the principal fora for the in vitro toxicology community, and sustained presence at them is, in the Board's view, a prerequisite for establishing Quasi Vivo™ with US laboratories. Attendance at the same three meetings is planned across 2026 and the first quarter of 2027.

A proof-of-concept study comparing the long-term culture performance of commercially sourced 3D ocular and corneal tissue models is in preparation.

Where results support it, the Board intends that data be presented at scientific meetings and submitted for publication in peer-reviewed in vitro journals. Independent, published performance data is, in the Board's assessment, the most efficient route to adoption in this market.

The continued shift away from animal testing, including under the US FDA Modernization Act 2.0, is expected to expand the addressable market for physiologically relevant in vitro systems over the medium term.

Outlook

Healthcare adoption is deliberate: clinicians and institutions take time to confirm that new technology delivers real value, securely and seamlessly. That can mean longer sales cycles, but it also builds stronger, more loyal customer relationships - and Imaging Biometrics has earned a reputation for scientific rigour, responsiveness and support that continues to deepen them.

We are encouraged by increasing clinical adoption, growing market awareness and a steadily expanding pipeline of opportunities. The Board believes these provide a solid foundation for continued growth and progress towards sustainable profitability.

Trevor Brown

Chief Executive

Results for the 2026 interim financial period

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

	30 June 2026
	£
Revenue	416,270
Gross Profit	414,536
Operating expenses	(330,987)
Other income	2
Profit before tax	83,551
Loss for the period from discontinued operations	-
Income tax	(9,699)
Profit for the period	73,852

Interest

The net interest cost for the Group for the period was £5,127 (2025: nil).            

Profit before tax

Profit before tax for the period was £83,551, which includes a Share Based Payment expense of £6,072 (2025: £47,982) and a foreign exchange gain of £10,012 (2025: £67,309 loss).

Taxation

Taxation charge was £9,699 for the period (2025: £nil). 

Earnings per share

Basic and diluted earnings per share for the period were 0.03p profit (2025: 0.17p loss).

Financial position

The Group's balance sheet as at 30 June 2026 can be summarised as set out in the table below:

	Net assets £'m
	£
Non-current assets	712,047
Net current liabilities	(226,882)
Net assets and total equity	485,165

Cash flow

Net cash outflow for the period was £63,226 (2025: £59,110 inflow). 

Consolidated Income Statement

For the six months ended 30 June 2026

	Half year ended	(Audited) Full year ended	Half year ended
	30 Jun 2026	31 Dec 2025	30 Jun 2025
	£	£	£
Continuing operations
Revenue	416,270	788,148	394,002
Cost of sales	(1,734)	(50,876)	(4,044)
Gross profit	414,536	737,272	389,958
Administrative expenses	(325,860)	(894,390)	(479,611)
Other income	2	4	1
Operating profit/(loss)	88,678	(157,114)	(89,652)
Impairment of goodwill and intangible assets	-	(241,507)	-
Finance costs	(5,127)	(2,319)	-
Profit/(loss) before income tax	83,551	(400,940)	(89,652)
Income tax	(9,699)	-	-
Profit/(loss) for the year from continuing operations	73,852	(400,940)	(89,652)
Discontinued operations
Loss for the period from discontinued operations	-	-	-
Profit/(loss) for the year attributable to owners of the Company	73,852	(400,940)	(89,652)
Earnings per share attributable to owners of the Company
From continuing operations:
Basic & diluted (pence per share)	0.03	(0.17)	(0.04)
From discontinued operations:
Basic & diluted (pence per share)	(0.00)	(0.00)	(0.00)
Total earnings per share (pence per share)	0.03	(0.17)	(0.04)

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2026

	Half year ended	(Audited) Full year ended	Half year ended
	30 Jun 2026	31 Dec 2025	30 Jun 2025
	£	£	£
Profit/(loss) for the period	73,852	(400,940)	(89,652)
Other comprehensive income
Items that may be subsequently reclassified as profit or loss
Exchange differences on translation of foreign operations	3,093	(714)	(9,380)
Total comprehensive Profit/(loss) for the year attributable to the owners of the Company	76,945	(401,654)	(99,032)
Total comprehensive Profit/(loss) for year arises from:
Continuing operations	76,945	(401,654)	(99,032)
Discontinuing operations	-	-	-
	76,945	(401,654)	(99,032)

Consolidated Balance Sheet

As at 30 June 2026

	30 Jun 2026 £	(Audited) 31 Dec 2025 £	30 Jun 2025 £
Non-current assets
Property, plant and equipment	791	959	752
Goodwill	166,971	165,639	66,280
Intangible assets	544,285	512,419	650,786
Total non-current assets	712,047	679,017	717,818
Current assets
Inventory	47,985	44,905	-
Trade and other receivables	373,343	177,593	198,502
Cash	49,384	112,610	72,359
Assets classified as held for sale	-	-	-
Total current assets	470,712	335,108	270,861
Current liabilities
Trade and other payables	697,594	606,504	475,056
Liabilities directly associated with assets classified as held for sale	-	-	-
Total current liabilities	697,594	606,504	475,056
Net current assets/(liabilities)	(226,882)	(271,396)	(204,195)
NET ASSETS	485,165	407,621	513,623
Equity
Share capital	1,233,549	2,467,098	2,467,098
Share premium	20,695,437	20,695,437	20,695,437
Capital redemption reserve	1,257,165	23,616	23,616
Merger reserve	160,000	160,000	160,000
Convertible loan note reserve	177,446	172,319	-
Share based payment reserve	355,922	349,850	318,075
Foreign currency reserve	15,846	23,353	22,161
Retained losses	(23,410,200)	(23,484,052)	(23,172,764)
Equity attributable to owners of the Company	485,165	407,621	513,623
TOTAL EQUITY	485,165	407,621	513,623

          

Consolidated statement of changes in equity

For the six months ended 30 June 2026

	Share Capital	Share premium	Capital redemption reserve	Merger reserve	Convertible loan note reserve	Share based payment reserve	Foreign currency reserve	Retained losses	TOTAL EQUITY
	£	£	£	£	£	£	£	£	£
Balance at 1 January 2025	2,217,098	20,705,137	23,616	160,000	-	270,093	9,695	(23,083,112)	302,527
Loss for the year	-	-	-	-	-	-	-	(400,940)	(400,940)
Exchange differences on translation of foreign operations	-	-	-	-	-	-	(714)	-	(714)
Total comprehensive loss for the year	-	-	-	-	-	-	(714)	(400,940)	(401,654)
Transactions with shareholders:
Loan issued	-	-	-	-	170,000	-	-	-	170,000
Shares issued	250,000	-	-	-	-	-	-	-	250,000
Cost of shares issued	-	(9,700)	-	-	-	-	-	-	(9,700)
Share based payments	-	-	-	-	-	79,757	-	-	79,757
Movement in the year	-	-	-	-	2,319	-	14,372	-	16,691
Transactions with owners, recognised directly in equity	250,000	(9,700)	-	-	172,319	79,757	14,372	-	506,748
Balance at 31 December 2025	2,467,098	20,695,437	23,616	160,000	172,319	349,850	23,353	(23,484,052)	407,621
Profit for the period	-	-	-	-	-	-	-	73,852	73,852
Exchange differences on translation of foreign operations	-	-	-	-	-	-	3,093	-	3,093
Total comprehensive loss for the period	-	-	-	-	-	-	3,093	73,852	76,945
Transactions with shareholders:
Sub-division	(1,233,549)	-	1,233,549	-	-	-	-	-	-
Cost of shares issued	-	-	-	-	-	-	-	-	-
Share based payments	-	-	-	-	-	6,072	-	-	6,072
Movement in the year	-	-	-	-	5,127	-	(10,600)	-	(5,473)
Transactions with owners, recognised directly in equity	(1,233,549)	-	1,233,549	-	5,127	6,072	(10,600)	-	599
Balance at 30 June 2026	1,233,549	20,695,437	1,257,165	160,000	177,446	355,922	15,846	(23,410,200)	485,165

Consolidated Cash Flow Statement

For the six months ended 30 June 2026

	Half year ended 30 Jun 2026	(Audited) Full year ended 31 Dec 2025	Half year ended 30 Jun 2025
	£	£	£
Cash flows from operating activities:
Profit/(loss) for the year	73,852	(400,940)	(89,652)
Adjustment for:
Depreciation and amortisation	49,025	91,165	39,505
Impairment of intangible assets	-	241,507	-
Share based payment expense	6,072	79,757	47,982
Tax expense	9,699	-	-
Foreign exchange (gain)/loss	(18,658)	60,319	85,350
Finance costs	5,127	2,319	-
(Increase)/ decrease in receivables	(195,748)	24,330	(548)
Increase/(decrease) in payables	83,572	(27,889)	(152,086)
(Increase) /Decrease in inventory	(3,080)	3,768	-
Net cash from/(used in) operating activities	9,861	74,336	(69,449)
Cash flows from investing activities
Acquisition of Kirkstall	-	8,871	-
Tax paid	(2,182)	-	-
Purchase of intangible assets	(70,905)	(264,397)	(151,992)
Net cash used in investing activities	(73,087)	(255,526)	(151,992)
Cash flows from financing activities
Shares issued net of share costs	-	240,300	240,300
Net cash from financing activities	-	240,300	240,300
Net increase/(decrease) in cash and cash equivalents	(63,226)	59,110	18,859
Cash and cash equivalents brought forward	112,610	53,500	53,500
Effects of exchange rate changes on cash and cash equivalents	-	-	-
Cash and cash equivalents carried forward	49,384	112,610	72,359

Summary of significant accounting policies

Imaging Biometrics Limited (the "Company") is a limited liability company incorporated and domiciled in Jersey.

The financial statements are presented in pounds sterling (£) since that is the currency of the primary environment in which the Group and Company operates.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations (IFRS IC) as adopted by the European Union.

The financial statements have been prepared under the historical cost convention, as modified for the assets held for sale measured at fair value less costs to sell.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies.  The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed under the heading 'Critical accounting estimates and judgements' below.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive Officer's Statement.

The current economic conditions continue to create uncertainty, particularly over (a) the level of demand for the group's products; and (b) the availability of finance for the foreseeable future.  The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that additional funding will be required either via an issue of equity or through the issuance of convertible loan notes. The Directors are reasonably confident that funds will be forthcoming if and when they are required. The Chief Executive Officer has provided a letter of financial support to the Group to make sufficient funds available, if required, to ensure the Group can meet its obligations over the going concern period. 

Taking in to account the comments above, the Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Therefore, they continue to adopt the going concern basis of accounting in preparing the financial statements

New standards, amendments and interpretations adopted by the Group and Company

The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 January 2025. 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

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 ended	Audited Full year ended	Half year ended
	30 Jun 2026	31 Dec 2025	30 Jun 2025
Profit/(loss) attributable to equity holders of the Company (£)	73,852	(400,940)	(89,652)
Loss from discontinued operation attributable to equity holders of the parent (£)	-	-	-
Weighted average number of shares in issue (number)	246,709,789	241,504,310	236,212,551
Potentially dilutive ordinary shares	26,455,474	26,455,474	33,247,974
For diluted earnings per ordinary share	273,165,263	267,959,784	269,460,525
Profit/(loss) per share (pence)
-From continuing operations	0.03	(0.17)	(0.04)
-From discontinued operations	(0.00)	(0.00)	(0.00)

Sub-division

As announced on 14 July 2026 and as approved at the AGM, the share capital was sub-divided from shares with a nominal value of £0.01 to £0.005.

 

END