IXICO plc
("IXICO" or the "Group")
Financial Results for year
ended 30 September 2024 & Notice of AGM
04 December 2024 -
London, UK. IXICO plc (AIM: IXI, "IXICO" or "the Company") a
global leader in neuroscience imaging, using its AI-driven platform
to help advance therapy research in neurological disorders,
announces its audited results for the year ended 30 September 2024
("FY24").
The Group has repositioned itself during 2024,
slowing down revenue decline, delivering robust commercial recovery
in H2 and defining a new path towards sustainable performance at
scale. The appointment of Bram Goorden as CEO towards the end
of H2, the completion of an oversubscribed £4 million capital raise
in October, and the launch of the Group's next generation
TrialTracker AI-driven imaging platform, underpinned by growth in
the Group's orderbook towards the end of the year, provide strong
foundations for a return of the Group to growth in 2025.
Financial:
Financial performance for the full
year marginally outperformed the trading update provided ahead of
the Group's capital raise that completed on 28 October 2024, thanks
to a stronger second half. Gross margin and EBITDA followed
suit.
· Revenues of £5.8 million (2023: £6.7 million). The
reduction on the prior period reflects a
slower pace of new client contract wins in the first six months of
the year. The Group recorded 27% increase in revenues in the second
half of the year as compared to the first half;
· Gross Profit margin of 47% (2023: 49%); Gross profit margin
has remained largely stable, despite revenue reduction due to
careful cost management across the year;
· EBITDA1 loss of £1.7 million (2023: £0.8 million);
EBITDA losses improved compared to market expectations, with the
increase compared to prior year due to a combination of lower
revenues and a decrease in cost capitalisation (resulting in
increased cost expense) partially offset by cost reductions
delivered across the year;
· Closing, debt-free, cash of £1.8 million (2023: £4.0
million); Cash was subsequently augmented by £3.7 million net
proceeds from an oversubscribed capital raise completed after the
financial year end; and
· Closing Net Asset value of £9.5 million (2023: £11.4
million).
Operational &
Commercial:
· Several key appointments were made:
o Bram Goorden appointed in August 2024, to be a commercially
focussed scale-up CEO;
o Mark Warne appointed Independent Chair of the Board in
January 2024
o Deepened Board expertise with the appointment of Dr Dipti
Amin as a Non-Executive Director in October 2023.
· The
Group's next generation AI-driven platform TrialTracker live on
client trials; Capitalised investment in this platform during the
year of £0.5 million (2023: £1.9 million) and investment in US
commercial and operational presence initiated;
· Important strategic collaborations signed during the year
with the Global Alzheimer's Platform ('GAP') for their BioHermes 2
AD study, and the expansion of the HD-IH HD consortium. The
GAP contract is a high-profile contract, with several large pharma
companies contributing to it, from which IXICO can build its
profile further in AD. The HD-IH HD study is anticipated to
become the leading HD dataset, with over 6,000 MRI datasets
analysed by IXICO, and consolidates IXICO's position in
HD;
· £8.9
million in new contracts won during the period reflecting a
combination of new contracts (11 clients) and client contract
extensions (15 clients);
· Careful cost management resulted in a 12% annual reduction in
salary costs; and
· Closing order book of £15.3 million (2023: £14.8 million),
with over 75% of forecast revenues for FY25 contracted.
(1)
EBITDA is defined as earnings before interest,
tax, depreciation, and amortisation
Bram Goorden, CEO of IXICO,
said: "We expect 2024 to reflect a transition from the recent periods of
revenue decline. Thanks to careful cost management, a successful
capital raise and by redirecting efforts towards areas of growth,
we have defined a clear strategy for scale. Going into 2025, I am
confident we will continue to see renewed growth, already partly
witnessed in the second half of last year, thanks to the completion
and deployment of TTNx, the next generation of our advanced AI
platform, further market leading scientific innovation, an expanded
global footprint and strengthened customer-facing
teams."
Notice of AGM
IXICO announces that its 2025
Annual General Meeting ("AGM") will be held at IXICO's office,
4th Floor Griffin Court, 15 Long Lane, London, EC1A
9PN on 24 January 2025 at 10.30
a.m.
The full Annual Report and
Accounts, along with Notice of AGM, will be sent to shareholders on
20 December 2024 and at the same time will be made available on the
Company's website in accordance with AIM Rule 20.
This announcement
contains inside information as stipulated under the retained EU law
version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK
MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK
MAR.
For further information please contact:
IXICO plc
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+44 (0) 20 3763 7499
|
Bram Goorden, Chief Executive
Officer
Grant Nash, Chief Financial
Officer
|
|
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|
Cavendish Capital Markets Limited (Nominated adviser and sole
broker)
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+44 (0)20 7220 0500
|
Giles Balleny / Dan
Hodkinson (Corporate Finance)
Nigel Birks (Life Sciences
Specialist Sales)
Harriet Ward (Corporate
Broking)
|
|
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Michael F Johnson
/ Tamar
Cranford-Smith (Sales)
|
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About IXICO
IXICO is dedicated to
delivering insights in neuroscience based on its AI-driven platform
to help transform the advancement of investigational therapies for
neurological diseases, such as Huntington's disease, Parkinson's
disease and Alzheimer's disease. The Company's purpose is to
advance medicine and human health by turning data into clinically
meaningful information, providing valuable new insights in
neuroscience by supporting pharmaceutical companies across all
phases of CNS clinical research. IXICO's ambition is to
be a leading advocate of artificial intelligence in medical image
analysis.
IXICO is a global group, serving
large pharma and biotech customers with breakthrough data analytics
at scale via its remote access AI platform. IXICO's technology
provides critical neurodegenerative disease clinical trial support
and insight, helping to reduce R&D risk and uncertainty while
enhancing disease understanding and drug development efficiencies.
IXICO is headquartered in the UK, with subsidiaries in the US and
across several other international territories.
More information is available
on www.IXICO.com and follow us on Twitter @IXICOnews
Chair's Statement
I am delighted to present this
statement on behalf of the Board of IXICO plc, a leader in
neuroscience imaging, using AI to drive advanced therapy research
in neurological and neurodegenerative disorders.
The Board has been resolutely
focused on strengthening the foundations of the Group to create
value for IXICO's shareholders. The opportunity for IXICO's
innovative AI-driven platform in the rapidly growing
multi-billion-dollar neuroscience imaging market has never been
more relevant. During the year there has been significant
progress made towards returning the Group to growth. In the second
half of the year, revenues have grown 27% compared to H1, the order
book has expanded to £15.3 million exceeding 2023 levels, and the
pipeline of new contract opportunities is growing.
Growth strategy
IXICO already has established
repeat customer partnerships with global biopharmaceutical
companies and contract research organisations in Phase I, II and
III clinical trials. However, until now, due to a focussed effort
to make progress in a selective number of disease areas, the Group
has not fully exploited the value of its technology. Extensive
development of novel AI-driven algorithms during the year has
delivered a platform now capable of scale - not only across a
broader array of neurological diseases, but also in new areas of
revenue such as clinical decision making and precision
medicine.
In the last quarter of the year,
the Board has undertaken two specific initiatives to capitalise on
an expanding market opportunity:
· The appointment
of Bram Goorden as CEO. An experienced leader in BioPharma and
precision medicine, Bram has updated the Group's strategy with
three pillars; Innovate, Lead and Scale. We are seeing immediate
results from the execution of this optimised strategy across
operations, product development and commercial
momentum.
· The completion
of a substantially oversubscribed £4 million capital raise
concluded in October 2024, putting the Group on a firm financial
footing. The fundraise provides resource certainty to execute the
Innovate, Lead and Scale strategy at pace.
I am confident that these actions,
together with additional operational and commercially focussed
activities the Group has undertaken in the last twelve months, are
a solid foundation for sustainable growth.
Financial performance
As previously reported, the
macro-economic backdrop during this trading year has been
challenging. However, the sophistication of the Group's technology,
the continued broadening and deepening of its product offering,
together with a dedicated commercial effort has resulted in
financial resilience. Latterly, as reported in the Trading Update
on 14 August 2024, the revenue outlook for IXICO is positive with
new contract wins driving revenue growth across the second half of
the year. The Board are pleased to report, as outlined in these
year-end results, this trend to growth continues. Through the
activities of the Audit Committee, the Board, and the Leadership
Team, the Group continues to implement and maintain robust
financial controls and reporting.
Organisation
Our people, as ever, remain
critical to our success. IXICO is a dynamic collaborative place to
work where innovation thrives. This is demonstrated by a continued
ability to create commercially attractive proprietary technology
while leveraging broader industry advances in AI and imaging.
During the year we broadened the Board with the appointment of Dr
Dipti Amin as an Independent Non-Executive Director. Dr Amin is
a medically trained senior executive with
extensive commercial, leadership and operational experience, in
medicine, pharmacology and the highly regulated healthcare and
research sectors. I would like to thank
our people for their hard work, passion, and dedication which has
been instrumental in driving us forward.
Governance
As an AIM-quoted company the Board
remains committed to high standards of corporate governance that
ensures the Group operates in a transparent and ethical way that
delivers value for employees, shareholders and stakeholders. During
the year the activities of the Board, highlighted above, have aimed
to secure the financial stability, minimise risk, and optimise the
organisational structure of IXICO.
Outlook
With the new skillsets within the
team, and the operations of the business appropriately resourced,
we are now seeing financial performance improving and anticipate a
period of sustained commercial momentum. I would like to extend my
gratitude to all our shareholders, partners, and customers for
their trust and support. Together, we are poised to achieve a
differentiated leading position across the neurological imaging
market, at scale.
Always with the end goal in mind,
such activity can deliver a deeper understanding of neurological
diseases, and consequently, lead to the discovery and development
of new medicines to improve the lives of patients around the
world.
Mark
Warne
Non-Executive Chair
Chief Executive's statement
Executive Summary
As incoming CEO, joining towards the end of our 2024
financial year, I made it my priority to complete the year on a
high for the Group and for our customers. Together with the
excellent IXICO team, we increased commercial momentum, enacted
actions to strengthen the balance sheet, all whilst freeing up
resources for innovation and future expansion in novel areas for
our AI-driven precision medicine platform in neurology.
Two of my initial observations and drivers to join
the Group have been strengthened during these first few months of
my tenure:
1. IXICO's science and global operations
teams are excellent, and the technology is groundbreaking as
confirmed by customers, key opinion leaders and the numerous
partners with which our Group is collaborating; and
2. The platform and footprint have the
potential for significantly more impact in terms of customer
numbers, patient reach and shareholder value.
The Group is preparing to celebrate its
20th anniversary, which is a testament to the heritage
and early involvement in helping change the course of clinical
development in the area of neurodegenerative diseases. With many of
the pioneering scientists and technology experts still part of
today's IXICO team, the face of the Group has changed a great deal
across recent years. Particularly, the next generation of our
proprietary platform TTNx has been completed and is now enabled
with the latest technological advances in neuroimaging analytics,
as well as guaranteeing future-proof levels of security, regulatory
compliance, scale and user friendliness.
IXICO's leading position in Huntington's Disease
(HD) remains unparalleled. This has been proven by important
contracts and collaborations, including the long-term contract with
a US based Pharma announced in August 2024, and our place in the
increasingly influential Huntington's Disease Imaging Harmonization
Consortium (HD-IH). Based on more than 6,000 data sets, we witness
how the insights derived from the work of the HD-IH consortium will
create long term value to the biopharmaceutical partners and
support them and the broader HD research community.
Novel algorithms powered by our proprietary IXIQ.Ai
platform in the areas of Alzheimer's Disease (AD) and Parkinson's
Disease (PD) enable the Group to continue to play a prominent role
in those two fields, where we have long-standing expertise in MRI,
PET and other imaging analytics. As a result, we supported seven
major global AD programmes and we further strengthened the
collaboration with the Global Alzheimer's Platform (GAP).
This builds on the previous year's completion of an initial
1,000 participant trial, notable for achieving a secondary
recruitment target requiring a minimum of 20% of the study
participants to be from traditionally underrepresented
populations. This enabled IXICO to report on initial findings
on differences between racial and ethnic groups at the CTAD opening
symposium (Boston, October 2023). During 2024, IXICO was awarded
the Bio-Hermes 2 trial, extending the program into Tau PET and MRI
and further strengthening the partnership with GAP.
Operationally, we delivered seamlessly for our
clients, providing services to more than 35 neurology trials,
broadening our offering across therapeutic indications whilst
improving our service level metrics to exceed our clients'
expectations. Our next generation TrialTracker platform went live
and enabled by the IXIQ.Ai system, we saw the first benefits of
this powerful new platform. I look forward to reporting more
progress in 2025 and properly introducing TTNx to the market.
I am convinced that IXICO can play an even bigger
role in the development of the next generation of treatments for
neurodegenerative diseases. This has resulted in the "Innovate /
Lead / Scale" strategy that sets out to accelerate the development
of novel algorithms on our platform to increase our reach and
penetration in the global arena. Important scientific themes such
as neuromelanin as a proxy for dopamine loss in PD and
identification of the vascular fingerprint in Dementia / AD, will
define the course of breakthrough innovation the coming years.
IXICO was part of some of the initial biomarker discovery work in
these areas and we are determined to now play a major role in
helping biopharma sponsors with the technology and expertise to
equip their trials with these latest analytics.
These are exciting times as we are part of
generating increased understanding of neurodegenerative diseases
whilst seeing important regulatory approvals come through for drugs
such as Eisai's Lecanemab and Eli Lilly's Donanemab. Several major
biopharma companies have expressed heightened focus and investments
in the areas which IXICO has been supporting since its inception.
We are convinced that this will positively impact our ability to
deliver on our purpose of harnessing medical imaging data to
advance human health, strengthening our position as a platform for
neuroscience imaging data analytics, and importantly scaling these
efforts to grow our share in the market of the clinical trials
industry.
2024 has been a year of transition for IXICO with
lower revenues in the first half of the year, but an initial trend
reversal in the subsequent six months, thanks to some major
contract wins. This trend continues as we build up a
healthier growth trajectory going into 2025. To accelerate this
trend and allow the above-mentioned innovation to act as a driver
for revenues, we went to existing and new investors and
successfully concluded a capital raise of £4 million. The
interactions with our key investors, both institutional and retail
and the strong confidence they showed in IXICO (resulting in a
significant oversubscription of the fundraising) were important
indicators for me personally confirming my view that IXICO is
poised to play a bigger role in the current positive innovation
landscape, an area which the Group has called home for 20
years.
We enter our financial year 2025 with an order book
of signed contracts valued at £15.3 million and a stronger pipeline
of client opportunities, with visibility of new contracts to
provide a platform for double digit revenue growth in 2025 and
beyond. In addition, I expect to report the results from our
strategy to develop the role of our TTNx platform as an enabler in
areas such as post marketing surveillance (PMS) and clinical
decision making, potentially bringing our solutions closer to
patients and their care.
The IXICO team is a highly motivated group of
scientists and technology experts and it is quite the privilege to
be leading this team of innovators, serving some of the most
important development programs in solving what's rapidly becoming
society's biggest healthcare challenge: helping patients with
neurodegenerative diseases lead more healthy and fulfilling lives.
As I look forward, 2025 will be a year where we solidify the role
of our Group in supporting this while exploring additional new
avenues for increased revenue generation.
Revenues
IXICO's FY24 revenues were £5.8 million. We expect
improved conditions for the biopharmaceutical industry supporting
revenue growth in FY25. As shown in the chart below, IXICO has
historically demonstrated its ability to grow quickly, delivering
strong growth in the 30-40% range between 2017 and 2020 following
the win of a large phase III trial. As we have built out the
diversity of our order book following the cancellation of that
large trial, we are now in a good position to win further such
studies and return to revenue growth.
Revenues
and revenue growth |
Source: Company data. Cavendish estimates
|
Growth strategy & Corporate outlook
Ambition
I have set the target of growing revenues towards
£20 million+ in the medium term based upon the Innovate / Lead /
Scale strategy, with an expectation of a return to revenue growth
over 2025 and an initial target beyond this of reaching £10 million
revenues on the back of the recent capital raise. Key targets to
drive revenue growth are:
- Increase the serviceable
market to £65m+ by increasing traction in the AD and PD clinical
trial markets.
- Expanding the commercial
footprint and pipeline, particularly in the US.
- Improving the pipeline to
order book conversion success rate by increased differentiation in
our analysis offerings.
Future revenues will be supported by expansion of
the AI-driven platform into new revenue streams with a particular
focus on moving into post-market assessments and clinical practice,
targeting the large market opportunities beyond the current
contract research organisation model.
In addition, we plan to expand our
next-generation AI-powered imaging biomarker platform, TTNx.
TTNx is a full redevelopment of the Group's TrialTracker platform,
making use of Microsoft Azure cloud technology and has been the
subject of significant investment over the past few years. This
platform is validated and is regulatory compliant and provides the
Group with the opportunity to further strengthen its position in
the market. We strongly believe we are
well positioned to capitalise on the latent value held within this
platform and unique data assets through the application of our
proven advanced IXIQ.Ai analytics platform.
Over the medium term, the Board
has identified opportunities to tap into new future revenue streams
using TTNx by bridging R&D and clinical practice, facilitating
the consolidation of analytics, and supporting clinical decision
making via Software as a Service, licensing or strategic
co-development models. This opportunity arises as TTNx, using
Microsoft Azure technologies, is highly extensible and scalable.
This then enables the augmentation of the platform's capabilities
in response to specific opportunities such as the potential to
support clients and clinicians as drugs showing efficacy in
neurological conditions achieve market approval and move into post
market assessment and clinical practice.
The Innovate / Lead / Scale strategy
Innovate
We aim to differentiate IXICO through novel
biomarker analytics, enabling the Group to better penetrate new and
larger key disease areas such as AD and PD, thereby increasing the
Group's serviceable market by an estimated factor of three. In the
next 6-12 months, we will seek to further differentiate our
offering through the application of our proven IXIQ.Ai analytics
platform in AD and PD with three new MRI-driven biomarkers to
analyse a subject's vascular "fingerprint", neuromelanin
accumulation and inflammatory processes.
More accurate assessment of vascular pathology in AD
trials can support targeted trial recruitment, specifically in
populations with an increased level of vascular pathology as has
been shown for some traditionally underrepresented populations.
Furthermore, it allows more informed treatment decisions and can
potentially help identify subjects at risk for Amyloid-related
imaging abnormalities (ARIA) which is important both in clinical
trials and post market assessment. Neuromelanin analysis is used in
PD trials as a proxy for dopamine loss and is considered a
potential alternative to currently used dopamine SPECT / PET
biomarkers. MRI-based quantification of inflammatory processes can
support both AD and PD trials as inflammation plays a role in
disease hypotheses across both indications and is increasingly
relevant as a treatment target. The additions of these three
biomarkers to our analysis offering is expected to activate a
significantly enhanced pipeline. In focussing on next generation AI
powered biomarkers services, the Group seeks to address a larger
proportion of the global neuroimaging clinical trials market,
valued at $13.5 billion in 2022.
Lead
IXICO is focused on solidifying its presence and
impact in the CNS precision medicine space by reinforcing its
medical key opinion leadership. We are investing in medical thought
leadership to become even more visible on the global stage by
increasing interaction with key opinion leaders ("KOLs") in the
neurology space. We want to give visibility to the work in
collaboration with KOLs that aligns with and showcases our leading
technology. We intend to build on our existing partnerships to
validate and position our technology in AD and PD, such as Global
Alzheimer's Platform Foundation (GAP), the Critical Path For
Alzheimer's Disease (CPAD) and the Critical Path for Parkinson's
disease (CPP). GAP seeks to accelerate the delivery of
innovative therapies to individuals living with AD and PD and
conducts natural history trials to assess techniques that support
the accurate and cost-effective identification of individuals with
AD. IXICO has provided the imaging services to this platform since
2020. CPAD is a consortium of commercial and charitable
organisations that work together to support drug development in AD.
CPP is the equivalent consortium focussed on PD.
In 2025 we will increase our conference engagement
and demonstrate thought leadership and engagement, building upon
recent success at the Alzheimer's Association International
Conference (AAIC), the Alzheimer's & Parkinson's Diseases
Conference (ADPD) and the Clinical Trials on Alzheimer's Disease
(CTAD) conference. We have shown success of this approach in HD,
specifically through the Huntington's Disease Imaging Harmonization
(HD-IH) consortium, where our team is analysing over 6,000 datasets
in partnership with the CHDI foundation and several
biopharmaceutical companies. This project validates IXICO's
analysis capabilities, with KOLs publishing and presenting on the
results from this consortium. A consequence of this, we have
further cemented our position as being the leading provider of
image analysis services in HD.
Scale &
Execute
Rapid change in the design and execution of clinical
trials requires global commercial reach for clinical trial
neuroimaging services, particularly into North America.
The significance of the North American market cannot
be understated: 83, or 44%, of current AD clinical trials are
exclusively conducted in North America. The region is home to a
significant proportion of key neurological imaging decision makers,
including those employed by Biogen, Roche, Lilly, Takeda, and
Janssen. Furthermore, North America is the centre for key
scientific collaborations and consortia, including the Global
Alzheimer's Platform Foundation (GAP), CHDI Foundation, Alzheimer's
Disease Neuroimaging Initiative (ADNI) and CPAD amongst others. As
a result, we believe that increased focus on the North American
market will drive the Group's exposure to key industry players,
widen IXICO's geographic reach in line with changing client needs,
and expand the Group's addressable market. We are not starting from
scratch with our focus on North America. 14 of the 26 projects that
are currently in the Group's orderbook are US based (or US focused)
projects. This equates to c.45% of the Group's orderbook by value
and US based projects have contributed c.40% of the Group's 2024
revenues. It is a focus on accelerating this growth further, that
is a key strut in the Group's strategy.
To scale our operations effectively, we plan to grow
our global pipeline and revenue potential through increased access
to client and large Contract Research Organisation (CRO)
decision-makers, driving business development. We aim to increase
our serviceable market by an estimated factor of three, expand our
commercial pipeline by a factor of four, and improve our
pipeline-to-order book conversion success rate.
In the medium term, IXICO will focus on accelerating
growth by actively pursuing new addressable markets beyond the
traditional CRO model, through extending our technology platform
into post market assessment and, in partnership with others,
investigate utility in clinical decision support. This reflects the
extensibility IXICO has built into its TTNx platform which enables
us, via partnership opportunities, to support the provision of
multi-biomarker platforms and/or bring closer the interactions and
seamless communication of data with large scale CROs, analysis
groups, imaging providers and/or providers of electronic health
records (EHR). We have identified these as opportunities to
leverage our TTNx platform into areas that require highly
resilient, secure but bespoke technologies to underpin the
collection, collation and analysis of large-scale data. TTNx has
been developed to enable the delivery of post marketing assessment
studies, the potential of which has been shown, albeit on a
relatively small scale.
Bram
Goorden
Chief Executive Officer
Financial review
Right sizing the Group for future growth.
In late 2024, IXICO raised just
over £4.0 million (£3.7 million net) to deliver the next phase of
the Group's strategy. This strategy is focussed on leveraging
the significant latent value the Group has developed within its
science and technology platform. It is anticipated that the
investments made subsequent to this capital raise will return the
Group to revenue growth which will, over the medium term, return
improved margins, profitability and cash generation.
The capital raise was completed at
a relatively challenging time in the clinical trials and financial
markets and reflects the depth of existing and new shareholder
interest, conviction and enthusiasm for the strategy laid out by
the Group.
Looking to 2025, a strengthening
of the clinical trials market is anticipated, reflecting a return
to 2022 investment levels in drug development. The capital
raise concluded in October 2024, in addition to cost management
decisions executed earlier in the year mean the Group is well
placed to leverage this market improvement by investing in a
clearly defined set of strategic priorities.
This review includes a comparison
of the financial KPIs used to compare performance to the prior
year, a summary of which is shown below:
KPI
|
2024 result
|
2023 result
|
Movement
|
Revenue
|
£5.8m
|
£6.7m
|
|
£0.9m↓
|
Gross profit
|
£2.7m
|
£3.3m
|
|
£0.6m↓
|
Gross margin
|
47.0%
|
49.1%
|
|
210bps↓
|
EBITDA loss
|
(£1.7m)
|
(£0.8m)
|
|
£0.9m↓
|
Operating loss
|
(£2.2m)
|
(£1.4m)
|
|
£0.8m↓
|
Loss per share
|
(4.14p)
|
(2.44p)
|
|
1.70p↓
|
Order book
|
£15.3m
|
£14.8m
|
|
£0.5m↑
|
Net assets
|
£9.5m
|
£11.4m
|
|
£1.9m↓
|
Cash
|
£1.8m
|
£4.0m
|
|
£2.2m↓
|
Non-current asset investments
|
£0.5m
|
£1.9m
|
|
£1.4m↓
|
Revenue
Revenue for the year of £5.8
million (2023: £6.7 million) represents a year-on-year contraction
of 13%. This contraction was caused by the weak market conditions
across the clinical trials market throughout 2023 and the first
half of 2024 resulting in lower levels of contract wins during this
period. As 2024 progressed, a material uptick in the number
and value of contracts wins has resulted in a £0.5 million increase
in the value of the order book at the end of the year (£15.3
million) as compared to the same timepoint in the prior year (£14.8
million). Growth in the orderbook is an important metric for
the Group, as this provides a strong lead indicator of future
revenues.
Gross
profit
The Group reports gross profit of
£2.7 million for the year (2023: £3.3 million). This equates to a
gross margin of 47.0% (2023: 49.1%). Whilst this is a strong
gross margin, the reduction on the prior year reflects the
reduction in revenues and the relatively fixed cost base of the
Group.
Gross profit is driven by both the
revenue volume itself as well as the mix of revenues being
delivered. Across 2024, approximately 60% of the Group's
revenues have been from phase I and phase II clinical trials (which
tend to be lower margin than later phase trials). Positively, this
portfolio provides a strong base for future revenue growth, as
those trials which successfully move from early to late phase
provide the Group with the opportunity to continue providing
services as these trials transition to larger, later phase, more
profitable trials.
Earnings before interest,
tax, depreciation, and amortisation ('EBITDA')
The Group delivered an EBITDA loss
of £1.7 million in the year (2023: £0.8 million). This reflects the
reduction in revenues, tighter margins, a couple of non-recurring
items that supressed profitability in 2024 and a reduced level of
cost capitalisation. These negative impacts have then been
partially offset by careful cost management including the
completion of a headcount reduction exercise that removed 12% of
salary costs between 2023 and 2024.
|
2024
£000
|
2023
£000
|
Profit attributable to equity holders
|
(2,001)
|
(1,178)
|
Depreciation of fixed assets
|
239
|
400
|
Amortisation of fixed assets
|
236
|
225
|
Interest on lease liabilities
|
21
|
29
|
Other interest payable
|
3
|
-
|
|
Interest on cash held at bank
|
(85)
|
(105)
|
Taxation
|
(93)
|
(183)
|
EBITDA
|
(1,680)
|
(812)
|
Operating profit
Operating expenditure in the year
reflected careful cost management alongside targeted investment,
specifically:
· research and
development expenses of £1.3 million (2023: £0.9 million) included
the development of new algorithms to support image analysis in new
and existing therapeutic indications. In addition, the Group
capitalised £0.3 million of internal development expenditure
primarily in respect of its next generation Trial Tracker platform
(2023: £1.2 million);
· sales and marketing
expenses of £1.4 million (2023: £1.3 million) reflecting the
investment in sales executives and marketing and product
capabilities as well as £0.1 million of one-time costs related to
commercial consultancy; and
· general and
administrative expenses of £2.9 million (2023: £2.9 million)
reflecting savings in headcount following a restructure at the
start of the year, offset by additional one-time expenditure of
approximately £0.3million relating to CEO succession.
Operating losses totalled £2.2
million (2023: £1.4 million) equated to an operating loss margin of
37% (2023: 22%).
Order
book
The Group grew its contracted
order book during the year. On 30 September 2024 this totalled
£15.3 million (2023: £14.8 million), which takes account of £5.8
million of revenues delivered during the financial year, £8.9
million of new and expanded multi-year contracts secured during the
year and £2.7 million of trial descopes due to client trial
failures and minor foreign exchange movement in the year. This net
growth in the order book reflects the improvements in the clinical
trials market in the latter part of 2024.
Growth in orderbook provides a
leading indicator of future growth. The orderbook increase is
3% across the year, with an increase of 20% since the half-year
reflecting the marked increase in new contract wins in this latter
part of the year.
Looking forward, the Group aims to
report accelerated growth in orderbook on an annual basis such that
a sustainable level of greater than 10% revenue growth is
achieved.
New contracts won were with 11
clients with contract extensions with 15 clients.
|
|
2024
£000
|
2023
£000
|
Opening orderbook
|
|
14,753
|
16,019
|
New wins
|
|
8,947
|
8,030
|
Revenue
|
|
(5,766)
|
(6,665)
|
Net descoping, inflation and
FX
|
|
(2,674)
|
(2,631)
|
Closing orderbook
|
|
15,260
|
14,753
|
Cash
The Group reported a cash balance
on 30 September 2024 of £1.8 million (2023: £4.0 million).
The reduction in cash reflects operating cash outflows after tax
receipts of £1.7 million in the year (2023: £0.3 million cash
inflow), £0.4 million (2023: £1.9 million) of capitalised
investment in data and technology assets designed to support future
scalability and £0.1 million (2023: £0.2 million) of lease payments
on the Group offices.
The Group completed a successful
capital raise of just over £4.0 million (£3.7 million after fees)
soon after the close of the 2024 financial year.
Non-current asset
investments
The Group capitalised £0.5 million
of non-current assets in the year to 30 September 2024 (2023: £1.9
million). This decrease in non-current assets investment reflects
that the Group's next generation TrialTracker platform was
completed and ready for use early in the financial year and
consequently saw a reduced level of capital expenditure invested
during 2024. 2025 capitalised investment in its platform to deliver
additional functionality is expected to be approximately the same
level as 2024.
The next generation TrialTracker
platform, equipped with the Group's leading analysis algorithms,
positions the Group to further enhance its services into clinical
trials as well as providing opportunities to penetrate adjacent
markets such as post-market and clinical safety assessments in a
robust, secure and regulatory-compliant centralised manner. The
platform utilises Microsoft Azure's cloud infrastructure and
technologies.
Net
assets
The Group's net asset position
decreased by £1.9 million to £9.5 million across the year (2023:
£11.4 million). This reflects losses reported, partially offset by
the investments made in technology assets to underpin long-term
future growth aspirations and market demands.
This net asset position was
enhanced soon after the financial year on the successful completion
of a £4.0 million capital raise (£3.7 million after
fees).
Loss per
share
The Group reports a loss per share
of 4.14p (2023: 2.44p).
Grant
Nash
Chief Financial Officer
Financial Statements
Consolidated Statement of Comprehensive Income
for the years ended
30 September 2024 and for 30 September 2023
|
|
30-Sep-24
|
|
30-Sep-23
|
|
Notes
|
£000
|
|
£000
|
|
|
|
|
|
Revenue
|
6
|
5,766
|
|
6,665
|
Cost of sales
|
|
(3,055)
|
|
(3,395)
|
Gross
profit
|
|
2,711
|
|
3,270
|
Other income
|
8
|
781
|
|
393
|
Operating
expenses
|
|
|
|
|
Research and development expenses
|
|
(1,337)
|
|
(925)
|
Sales and marketing expenses
|
|
(1,396)
|
|
(1,321)
|
General and administrative expenses
|
|
(2,913)
|
|
(2,854)
|
Total operating
expenses
|
11
|
(5,646)
|
|
(5,100)
|
Operating
loss
|
|
(2,154)
|
|
(1,437)
|
Finance income
|
|
85
|
|
105
|
Finance expense
|
|
(25)
|
|
(29)
|
Loss on ordinary
activities before taxation
|
11
|
(2,094)
|
|
(1,361)
|
Taxation
|
12
|
93
|
|
183
|
Loss attributable
to equity holders for the period
|
|
(2,001)
|
|
(1,178)
|
|
|
|
|
|
Other comprehensive
income/(expense):
|
|
|
|
|
Items that will be
reclassified subsequently to profit or loss
|
|
|
|
|
Foreign exchange translation differences
|
|
(2)
|
|
(21)
|
Movement in fair value of cash flow hedges
|
23
|
32
|
|
111
|
Cash flow hedges recycled to revenue
|
23
|
(5)
|
|
(27)
|
Total other
comprehensive income
|
|
25
|
|
63
|
|
|
|
|
|
Total comprehensive
expense attributable
|
|
|
|
|
to equity holders
for the period
|
(1,976)
|
|
(1,115)
|
|
|
|
|
|
|
|
|
|
|
Loss per share
(pence)
|
|
|
|
|
Basic loss per share
|
13
|
(4.14)
|
|
(2.44)
|
Diluted loss per share
|
13
|
(4.14)
|
|
(2.44)
|
Consolidated Statement of Financial Position
as at 30 September
2024 and 30 September 2023
|
|
30-Sep-24
|
|
30-Sep-23
|
|
Notes
|
£000
|
|
£000
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Property, plant and equipment
|
14
|
313
|
|
518
|
Intangible assets
|
15
|
6,374
|
|
6,147
|
Commission assets
|
17
|
9
|
|
39
|
Total non-current
assets
|
|
6,696
|
|
6,704
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Trade and other receivables
|
17
|
2,213
|
|
1,706
|
Current tax receivables
|
12
|
492
|
|
549
|
Cash and cash equivalents
|
|
1,787
|
|
4,031
|
Total current
assets
|
|
4,492
|
|
6,286
|
|
|
|
|
|
Total
assets
|
|
11,188
|
|
12,990
|
|
|
|
|
|
Liabilities and
equity
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Trade and other payables
|
18
|
-
|
|
2
|
Lease liabilities
|
19
|
150
|
|
275
|
Total non-current
liabilities
|
|
150
|
|
277
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and other payables
|
18
|
1,410
|
|
1,142
|
Derivative financial liabilities
|
23
|
-
|
|
27
|
Lease liabilities
|
19
|
164
|
|
112
|
Total current
liabilities
|
|
1,574
|
|
1,281
|
Total
liabilities
|
|
1,724
|
|
1,558
|
|
|
|
|
|
Equity
|
|
|
|
|
Ordinary shares
|
21
|
484
|
|
484
|
Share premium
|
21
|
84,802
|
|
84,802
|
Merger relief reserve
|
21
|
1,480
|
|
1,480
|
Reverse acquisition reserve
|
21
|
(75,308)
|
|
(75,308)
|
Cash flow hedge reserve
|
21,23
|
-
|
|
(27)
|
Foreign exchange translation reserve
|
21
|
(97)
|
|
(95)
|
Capital redemption reserve
|
21
|
7,456
|
|
7,456
|
Accumulated losses
|
21
|
(9,353)
|
|
(7,360)
|
Total
equity
|
|
9,464
|
|
11,432
|
|
|
|
|
|
Total liabilities
and equity
|
|
11,188
|
|
12,990
|
Company Statement of Financial Position
as at 30 September
2024 and 30 September 2023
|
|
30-Sep-24
|
|
30-Sep-23
|
|
|
|
|
Restated1
|
|
Notes
|
£000
|
|
£000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investments in Group
undertakings
|
16
|
5,865
|
|
5,857
|
Trade and other
receivables
|
17
|
2,224
|
|
2,450
|
Total non-current assets
|
|
8,089
|
|
8,307
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
17
|
39
|
|
31
|
Cash and cash
equivalents
|
|
681
|
|
1,469
|
Total current assets
|
|
720
|
|
1,500
|
|
|
|
|
|
Total assets
|
|
8,809
|
|
9,807
|
|
|
|
|
|
Liabilities and equity
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
18
|
45
|
|
60
|
Total current liabilities
|
|
45
|
|
60
|
|
|
|
|
|
Equity
|
|
|
|
|
Ordinary shares
|
21
|
484
|
|
484
|
Share premium
|
21
|
84,802
|
|
84,802
|
Merger relief reserve
|
21
|
1,480
|
|
1,480
|
Capital redemption
reserve
|
21
|
7,456
|
|
7,456
|
Accumulated losses
|
21
|
(85,458)
|
|
(84,475)
|
Total equity
|
|
8,764
|
|
9,747
|
|
|
|
|
|
Total liabilities and equity
|
|
8,809
|
|
9,807
|
1See note 3
Parent Company
Income Statement
As permitted by Section 408 of the Companies Act
2006, the income statement of the Company is not presented as part
of these financial statements. The Company's loss for the financial
year was £991,000 (2023: £707,000).
Consolidated Statement of Changes in Equity
for the years ended
30 September 2024 and 30 September 2023
|
|
|
|
|
Foreign
|
Cash
|
|
|
|
|
|
|
Merger
|
Reverse
|
exchange
|
flow
|
Capital
|
|
|
|
Ordinary
|
Share
|
relief
|
acquisition
|
translation
|
hedge
|
redemption
|
Accumulated
|
|
|
shares
|
premium
|
reserve
|
reserve
|
reserve
|
reserve
|
reserve
|
Losses
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
|
Balance at 1
October 2022
|
482
|
84,802
|
1,480
|
(75,308)
|
(74)
|
(111)
|
7,456
|
(6,234)
|
12,493
|
Total comprehensive
income
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,178)
|
(1,178)
|
Other comprehensive
income/(expense)
|
|
|
|
|
|
|
|
|
|
Foreign exchange translation
|
-
|
-
|
-
|
-
|
(21)
|
-
|
-
|
-
|
(21)
|
Movement in fair value of cash flow
|
-
|
-
|
-
|
-
|
-
|
111
|
-
|
-
|
111
|
Cash flow hedges recycled to revenue
|
-
|
-
|
-
|
-
|
-
|
(27)
|
-
|
-
|
(27)
|
Total comprehensive
income/(expense)
|
-
|
-
|
-
|
-
|
(21)
|
84
|
-
|
(1,178)
|
(1,115)
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
|
Charge in respect of share options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
52
|
52
|
Exercise of share options
|
2
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
Total transactions
with owners
|
2
|
-
|
-
|
-
|
-
|
-
|
-
|
52
|
54
|
Balance at 30
September 2023
|
484
|
84,802
|
1,480
|
(75,308)
|
(95)
|
(27)
|
7,456
|
(7,360)
|
11,432
|
Total comprehensive
income
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,001)
|
(2,001)
|
Other comprehensive
income/(expense)
|
|
|
|
|
|
|
|
|
|
Foreign exchange translation
|
-
|
-
|
-
|
-
|
(2)
|
-
|
-
|
-
|
(2)
|
Movement in fair value of cash flow
|
-
|
-
|
-
|
-
|
-
|
32
|
-
|
-
|
32
|
Cash flow hedges recycled to revenue
|
-
|
-
|
-
|
-
|
-
|
(5)
|
-
|
-
|
(5)
|
Total comprehensive
income/(expense)
|
-
|
-
|
-
|
-
|
(2)
|
27
|
-
|
(2,001)
|
(1,976)
|
Transactions with
owners
|
|
|
|
|
|
|
|
|
|
Charge in respect of share options
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8
|
8
|
Total transactions
with owners
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8
|
8
|
Balance at 30
September 2024
|
484
|
84,802
|
1,480
|
(75,308)
|
(97)
|
-
|
7,456
|
(9,353)
|
9,464
|
Company Statement of Changes in Equity
for the years ended
30 September 2024 and 30 September 2023
|
|
|
|
Capital
|
|
|
|
Ordinary
|
Share
|
Merger
relief
|
redemption
|
Accumulated
|
|
|
shares
|
premium
|
reserve
|
reserve
|
losses
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Balance at 1 October 2022
|
482
|
84,802
|
1,480
|
7,456
|
(83,820)
|
10,400
|
|
|
|
|
|
|
|
Loss and total comprehensive
expense for the year
|
-
|
-
|
-
|
-
|
(707)
|
(707)
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
Charge in respect of share options
|
-
|
-
|
-
|
-
|
52
|
52
|
Exercise of share options
|
2
|
-
|
-
|
-
|
-
|
2
|
Total transactions
with owners
|
2
|
-
|
-
|
-
|
52
|
54
|
|
|
|
|
|
|
|
Balance at 30 September 2023
|
484
|
84,802
|
1,480
|
7,456
|
(84,475)
|
9,747
|
|
|
|
|
|
|
|
Loss and total comprehensive
expense for the year
|
-
|
-
|
-
|
-
|
(991)
|
(991)
|
|
|
|
|
|
|
|
Transactions with owners
|
|
|
|
|
|
|
Charge in respect of share options
|
-
|
-
|
-
|
-
|
8
|
8
|
Total transactions
with owners
|
-
|
-
|
-
|
-
|
8
|
8
|
|
|
|
|
|
|
|
Balance at 30
September 2024
|
484
|
84,802
|
1,480
|
7,456
|
(85,458)
|
8,764
|
Consolidated Statements of Cash Flows
for the years ended
30 September 2024 and 30 September 2023
|
|
|
30-Sep-24
|
30-Sep-23
|
|
£000
|
£000
|
Cash flows from
operating activities
|
|
|
Loss for the financial year
|
(2,001)
|
(1,178)
|
Finance income
|
(85)
|
(105)
|
Finance expense
|
25
|
29
|
Taxation
|
(93)
|
(183)
|
Depreciation of fixed assets
|
239
|
400
|
Amortisation of intangibles
|
236
|
225
|
Research and development expenditure credit
|
(405)
|
(355)
|
Impairment of intangible assets
|
-
|
14
|
Share option charge
|
8
|
52
|
|
(2,076)
|
(1,101)
|
Changes in working
capital
|
|
|
(Increase)/decrease in trade and other
receivables
|
(559)
|
1,290
|
Increase/(decrease) in trade and other payables
|
351
|
(327)
|
Cash (used
in)/generated from operations
|
(2,284)
|
(138)
|
Taxation received
|
553
|
456
|
Taxation paid
|
(1)
|
(16)
|
Net cash generated
from operating activities
|
(1,732)
|
302
|
|
|
|
Cash flows from
investing activities
|
|
|
Purchase of property, plant and equipment
|
(34)
|
(100)
|
Purchase of intangible assets including staff costs
capitalised
|
(437)
|
(1,863)
|
Finance income
|
94
|
99
|
Net cash used in
from investing activities
|
(377)
|
(1,864)
|
|
|
|
Cash flows from
financing activities
|
|
|
Issue of shares
|
-
|
2
|
Repayment of lease liabilities
|
(134)
|
(158)
|
Net cash used in
from financing activities
|
(134)
|
(156)
|
|
|
|
Movements in cash
and cash equivalents in the period
|
(2,243)
|
(1,718)
|
Cash and cash equivalents at start of year
|
4,031
|
5,769
|
Effect of exchange rate fluctuations on cash
held
|
(1)
|
(20)
|
Cash and cash
equivalents at end of year
|
1,787
|
4,031
|
IXICO plc
Financial Statements for the
year ended 30 September 2024
Notes to the financial statements
The financial information set out in these results does not
constitute the Group's consolidated statutory accounts for the
years ended 30 September 2024 or 2023. Statutory accounts for the
year ended 30 September 2023 have been filed with the Registrar of
Companies. The statutory accounts for the year ended 30 September
2024 will be delivered to the Registrar in due course. Those
accounts have been reported on by the Independent Auditors; their
report for the accounts for both financial years was (i)
unqualfied; (ii) did not include a reference of any matters to
which the auditor drew attention by way of emphasis without
qualifying their report; and (iii) did not contain a statement
under 498 (2) or 498 (3) of the Companies act
2006.
1. Presentation of the
financial statements
a. General
information
IXICO plc (the 'Company') is a public limited
company incorporated in England and Wales and is admitted to
trading on the AIM market of the London Stock Exchange under the
symbol IXI. The address of its registered office is 4th Floor,
Griffin Court, 15 Long Lane, London EC1A 9PN.
The Company is the parent of the subsidiaries
detailed in note 16, together referred to throughout as 'the
Group'. The Group is an established provider of technology-enabled
services to the global biopharmaceutical industry. The Group's
services are used to select participants for clinical trials and
assess the safety and efficacy of new drugs in development within
the field of neurological disease.
b. Basis of
preparation
The consolidated financial statements have been
prepared on a going concern basis and in accordance with
international accounting standards in conformity with the
requirement of the Companies Act 2006.
The consolidated financial statements comprise a
Statement of Comprehensive Income, a Statement of Financial
Position, a Statement of Changes in Equity, a Statement of Cash
Flows, and accompanying notes. These financial statements have been
prepared under the historical cost convention modified by the
revaluation of certain financial instruments.
The consolidated financial statements are presented
in Great British Pounds ('£' or 'GBP') and are rounded to the
nearest thousand unless otherwise stated. This is the predominant
functional currency of the Group, and is the currency of the
primary economic environment in which it operates. Foreign currency
transactions are accounted in accordance with the policies set out
below.
The Company has elected to use Financial Reporting
Standard - 'The Reduced Disclosure Framework' (FRS101). In
preparing these financial statements the Company has taken
advantage of all disclosure exemptions conferred by FRS 101.
Therefore, these financial statements do not include:
· A statement of cash
flows and related notes;
· The requirement to
produce a statement of financial position at the beginning of the
earliest comparative period;
· The requirements of
IAS 24 'Related Party Disclosures' to disclose related party
transactions entered in to between two or more members of the group
as they are wholly owned within the group;
· The effect of future
accounting standards not adopted;
· Paragraphs 45(b) and
46 to 52 of IFRS 2, 'Share-based payment' (details of the number
and weighted average exercise prices of share options, and how the
fair value of goods or services received was determined);
· Paragraphs 91 to 99 of
IFRS 13, 'Fair value measurement' (disclosure of valuation
techniques and inputs used for fair value measurement of assets and
liabilities).
· Disclosures in
relation to impairment of assets
· IFRS 7, 'Financial
instruments: Disclosures'.
c. Basis of
consolidation
The consolidated financial statements incorporate
the accounts of the Company and its subsidiary companies adjusted
to eliminate intra-Group balances and any unrealised gains and
losses or income and expenses arising from intra-Group
transactions. The Company's subsidiaries are detailed in note 16.
When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with the
Group's accounting policies.
The Group controls a subsidiary when the Group is
exposed to, or has rights to, variable returns from its involvement
with a subsidiary and has the ability to affect those returns
through its power over a subsidiary. In assessing control,
potential voting rights that are currently exercisable or
convertible are taken into account.
The results of subsidiary companies are included in
the consolidated financial statements from the date that control
commences until the date that control ceases. The assets and
liabilities of foreign operations are translated into GBP at
exchange rates prevailing at the end of the reporting period.
Income statements and cash flows of foreign operations are
translated into GBP at average monthly exchange rates which
approximate foreign exchange rates at the date of the transaction.
Foreign exchange differences arising on retranslation are
recognised directly in a separate translation reserve.
d. Going
concern
Following the completion of a £4 million
oversubscribed capital raise in October 2024, the Group is well
capitalised to deliver on its strategic goals. This capital
raise was supported by both existing and new institutional
investors confirming strong alignment to the Group's
strategy. In addition, the commercial traction of the Group,
following a challenging eighteen-month period, improved materially
during the second half of the 2024 financial year, resulting in a
larger orderbook (book of signed contracts) compared to twelve
months previous.
The Group has a strong balance sheet for its size
with financial year end net assets of £9.5 million, a £1.8 million
cash balance that was subsequently bolstered by a capital raise in
October 2024. During the year the Group secured £8.9 million of new
contracts providing it with good visibility of future revenues
across a diversified portfolio of clients and projects..
In assessing going concern, management has prepared
detailed sensitised forecasts which consider different scenarios
through to December 2025. These include the risk to current
projects and expected future sales pipelines. The Directors have
considered these forecasts, alongside the Group's strong balance
sheet and cash balance as well as the ability for the Group to
mitigate costs if necessary. After due consideration of these
forecasts, the Directors concluded with confidence that the Group
has adequate financial resources to continue in operation for the
foreseeable future.
2. New and amended
accounting standards and interpretations
a. Adoption of new
accounting standards for the year ended 30 September
2024
The Group has adopted all new and
amended accounting standards and interpretations issued by the
International Accounting Standards Board ('IASB') that are
mandatory for the current reporting period.
There was no impact on the Group's
financial statements as a result of adopting these
standards.
b. Accounting
developments affecting financial statements in subsequent
periods
At the date of authorisation of
these financial statements, several new, but not yet effective,
standards and amendments to existing standards and interpretations
have been published by the IASB. The standards and amendments that
are not yet effective and have not been adopted early by the Group
include:
• Classification of
liabilities as current or non-current (Amendments to IAS 1)
• Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
• Definition of Accounting
Estimates
• Disclosure of Accounting
Policies
The Directors anticipate, based on
current business processes, that the introduction of the above
standards and amendments will not have a material impact on the
Group and Company financial statements and therefore the impact of
these changes on the financial statements has not been
assessed.
3. Prior period
adjustment
The Company has reclassified Amounts due from subsidiary undertakings to non-current
assets based on the likelihood of this being repaid in the
following 12 months, this is in line with the assessment of the
subsidiary undertaking. Following this assessment, the Company
reassessed the classification of this in the previous financial
year. The Company has determined the available information in the
previous year would lead to this same conclusion and has so
restated this comparative information in the current
year.
The impact on the Company's
Financial Statements is limited to the non-current and current
asset lines with no effect on loss for the financial year or net
assets, as restated in the Company balance sheet and note
17.
4. Material accounting
policies
4.1
Revenue
Revenue is principally derived from service revenue.
Revenue comprises the transaction price, being the amount of
consideration the Group expects to be entitled to in exchange for
transferring promised goods or services to a customer in the
ordinary course of business net of value-added tax, returns,
rebates and discounts and after eliminating sales within the
Group.
In determining whether to recognise revenue, the
Group follows a 5-step process:
1. Identifying the contract with a
client;
2. Identifying the performance
obligations;
3. Determining the transaction
price;
4. Allocating the transaction price to
the performance obligations; and
5. Recognising revenue when/as
performance obligation(s) are satisfied.
All services provided to clients are agreed at the
inception of a project through contracts, wherein the transaction
price is determined and agreed for each performance obligation in
the schedule of work. The transaction price agreed at the outset is
not variable or subject to any refunds or warranties, and this is
consistent across all revenue streams. A critical part of the
contract is a detailed schedule of work that provides the list of
services to be provided by the Group. Under the requirements of
IFRS 15 - Revenue from Contracts with Customers, the Group is
required to identify individual and distinct performance
obligations within each contract. This represents a judgement, and
the Group has considered whether each individual service provided
meets these requirements in its own right and in the context of the
contract, by assessing in particular the level of interrelationship
between each type of service and the nature of the contract entered
in to with clients.
The Group has identified performance obligations
within each of the revenue streams as set out below. The
transaction price associated to each performance obligation is
allocated based on their relative stand-alone selling price.
Revenue is recognised once the performance obligation is met for
each distinct service. Deferred income and advanced payments are
recognised where consideration is received before all performance
considerations have been completed. They are then released in line
with contractual terms which dictate which performance obligations
they relate to. In some instances the Group invoices in advance of
work being completed, a corresponding contract liability is
therefore created to account for this. The Group also invoices on
completion of contractual milestone. In these instances accrued
income is recognised until the invoices are issued to reflect the
Group's right to compensation for these completed but not invoiced
performance obligations.
Revenue
types
The Group's contracts comprise a
variety of performance obligations. These obligations are all
considered streams of a single revenue type, being service revenue.
Most of the Group's revenue is recognised at a point in time; the
Group recognises this revenue once control is passed to the client,
or once the service has been delivered on behalf of the
client.
The Group's most significant streams of service
revenue are outlined below and have the respective recognition
criteria:
Service
type
|
Performance obligations
|
Revenue
recognition policy
|
Project & site set up
Training materials and delivery
Scientific reports
|
This service type includes the initial project set
up documentation, such as scientific protocols and operational
guides, and close out activities such as scientific reports. Where
a tangible product is created, the performance obligation is met
once the item is transferred to the client.
In respect of training, materials are prepared in
advance and provided to clients as tools for site training. Site
training is provided either through live online training or through
a self-paced training module. The performance obligation is met
once each individual site has completed the training.
|
Revenue for this service is recognised at a point in
time once the Group has delivered the relevant material on behalf
of the client.
For training materials and delivery, revenue is
recognised at the point in time when a site has completed its
training.
|
Project management
Site management
|
Each contract requires various project management
activities. These services are provided throughout the duration of
a contract. Site management services are provided throughout the
duration of a site being operational and would typically be shorter
than the project management cycle. For both activities, the costs
and time spent delivering these services are generally spread
evenly over the project lifetime. As such the performance
obligation is met when the specific service is provided each
month.
|
The services provided for project and site
management represents a provision of ongoing services. As the fee
is charged monthly to the client over the duration for which
management services are provided, revenue for these items is
recognised over a series of points in time across the contract.
|
TrialTracker configuration and access
|
The TrialTracker platform delivers a robust and
comprehensive set of centralised imaging services designed to
efficiently manage the complex imaging workflow, including image
upload, quality control, reading and analysis. The platform also
allows for reporting and data transfer. This involves the initial
configuration and deployment of TrialTracker, and access granted to
client trial sites for upload of clinical information.
Due to the lack of interrelationship between the two
distinct services provided, each are recognised independently. The
performance obligations for each are:
· The performance
obligation for deployment is met over a period of time during the
configuration and development of TrialTracker.
· The performance
obligation for ongoing access to TrialTracker for the upload of
data by client trial sites is recognised over the duration of the
project once TrialTracker is deployed.
|
The deployment of TrialTracker is recognised over
time as the platform is configured for the customer. This is
because an asset is being created that has no alternative use for
the Group and there is an enforceable entitlement to receive
payment for the work completed to date.
The ongoing access fee is charged monthly to the
client and so revenue is recognised over a series of points in time
across the contract.
|
Data management and quality control
|
Ensuring data are managed appropriately and that the
data are of a high quality is critical in the delivery of the
Group's service. The data management and imaging teams work in
collaboration to ensure ongoing integrity of data.
The data will go through a series of quality control
reviews prior to being used in the Group's performance of reading
and analysis. Therefore, the performance obligation is met once the
data is quality checked.
Data management is an ongoing service performed
throughout the duration of a project whilst data is being received
and managed on a project. The respective costs and time spent
delivering this service is generally spread evenly over the
duration in which data is being managed and as such the performance
obligation is met when the specific service is provided each
month.
|
In respect of data quality control, revenue will be
recognised at the point in time when data is quality checked.
The services provided for data management represents
a provision of ongoing services.
As the fee is charged monthly to the client over the
duration for which data management is required, revenue for these
items is recognised over a series of points in time across the
contract.
|
Data reading and analysis
|
The Group provides data analysis services across a
range of biomarkers, providing high-quality, clinically meaningful
data. The performance obligation for these services is met once the
analysis is completed.
|
Revenue from reading and analysis of clinical data
is recognised at the point in time when the work is complete.
|
Licence revenue
|
Revenue relating to licencing is entirely
attributable to TrialTracker. Each agreement will grant the user
rights to access the software for their own use
and receive associated technical support during the licence
period.
The granting of the licence and
its associated support are distinct performance obligations and are
met on a straight-line basis over the contract term.
|
Revenue for both the licencing and support are
recognised on a straight-line basis over the duration of the
contract and is therefore recognised over time. Licence revenue in
the current year is not material.
|
Change orders
Throughout the duration of a contract, the client
may request additional services or service changes to be made. For
revenue recognition purposes, the Group treats a change order or
contract modification to a client agreement as a separate contract,
if both:
· the scope changes due
to the addition, or reduction, of 'distinct' services; and
· the price change
reflects the services stand-alone selling prices ('SSP') under the
circumstances of the modified contract.
The revenue recognition for the change order is
applied in the same way as the original contract, as detailed
above, with the original client agreement remaining unchanged.
The Group has determined that it acted as an agent
in no material contracts in the year. The Group charges a
management fee and recognises this as revenue. This contract
delivered £nil (2023: £13,000) of revenues in the year.
4.2
Other income
Government grants and
assistance
A government grant is recognised only when there is
reasonable assurance that the Group will comply with any conditions
attached to the grant and the grant will be received. The grants
are recognised as income over the period necessary to match them
with the related costs, for which they are intended to compensate,
on a systematic basis. The Group recognises grant income as an item
of other income.
Research and Development
Expenditure Credit ('RDEC')
The Group has elected to take advantage of the RDEC
introduced in the Finance Act 2013. A company may surrender
corporation tax losses on research and development expenditure
incurred on or after 1 April 2013 for a corporation tax refund.
Relief is given as a taxable credit on 13% of qualifying research
and development expenditure, with the rate increasing to 20% for
expenses incurred from 1 April 2024. The Group recognises research
and development expenditure credit as an item of other income,
taking advantage of the 'above the line' presentation, and is
recognised in the year for which the research and development
relates.
4.3
Research and development expenditure
In all instances across the Group, research
expenditure is expensed through the income statement. For
development expenditure, items will be expensed where the
recognition criteria for internally generated intangible assets is
not met.
The main criteria used to assess this, as required
under IAS 38 - Intangible Assets, are:
- Demonstrating technical
feasibility of completing the intangible asset;
- Intention to complete the
asset;
- Ability to use or sell the
asset in order to generate future economic benefit;
- Availability of adequate
technical or other resources to complete development; and
- Ability to measure
reliably the expenditure attributable to the asset.
It was determined that the Group continued to meet
the above criteria in respect of specific developments to its
TrialTracker platform and data analytics service offering. As a
result, associated development costs are capitalised in the year
and an intangible asset is recognised as set out in note 15.
4.4
Share-based payments
Equity-settled share-based payments are measured at
the fair value of the equity instruments at the grant date. The
fair value determined at the grant date of the equity-settled
share-based payment is expensed on a straight-line basis over the
performance period, based on the Group's estimate of equity
instruments that will eventually vest. At each reporting date, the
Group revises its estimate of the number of equity instruments
expected to vest as a result of the effect of any non-market-based
performance conditions.
Any changes that impact the original estimates, for
example the effect of employees who have left the Group in the year
and have forfeited their options, is recognised in the Consolidated
Statement of Comprehensive Income such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
equity reserves.
Details regarding the determination of the fair
value of equity-settled share-based transactions are set out in
note 22 of the consolidated financial statements.
4.5
Employee benefits
All employee benefit costs are recognised in the
Consolidated Statement of Comprehensive Income as they are
incurred. These principally relate to holiday pay and contributions
to the Group defined contribution pension plan.
The assets of the Group pension scheme are held
separately from those of the Group in independently administered
pension funds. The Group does not offer any other post-retirement
benefits.
4.6
Leased assets
A lease is defined as a contract that gives the
Group the right to use an asset for a period of time in exchange
for consideration. The Group identifies from the contract the total
length and cost of the lease contract, and determines whether it
meets the definition of a right-of-use asset. Recognition of a
right-of-use asset is met if it is longer than 12 months and of a
high value. For those leases that do not meet these criteria, the
rental charge payable under these leases are charged to the
Consolidated Statement of Comprehensive Income on a straight-line
basis over the lease term.
The initial recognition and subsequent measurement
of right-of-use asset leases are:
Initial recognition
At the commencement date, the Group measures the
lease liability at the present value of future lease payments,
discounted using the Group's incremental borrowing rate. The Group
also recognises a right-of-use asset which is measured at cost,
which is made up of the initial measurement of the lease liability,
any initial direct costs and an estimate of any costs to reinstate
the asset to its original condition.
Subsequent measurement
The lease liability is reduced for payments made and
increased for interest accrued, and is remeasured for any
modifications made to the lease. The right-of-use asset is
depreciated on a straight-line basis over the expected lease term.
The asset is also assessed for impairment when such indicators
exist.
On the statement of financial
position, right-of-use assets are included in property, plant and
equipment and lease liabilities are shown separately. Please see
note 19 for more
information.
4.7
Property, plant and equipment
Property, plant and equipment is stated at cost less
accumulated depreciation and, where appropriate, less provisions
for impairment. The initial recognition and subsequent measurement
of property, plant and equipment are:
Initial recognition
Property, plant and equipment is initially
recognised at acquisition cost, including any costs directly
attributable to bringing the assets to the location and condition
necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with
the cost of delivery.
Subsequent measurement
An asset will only be depreciated
once it is ready for use. Depreciation is charged so as to write
off the cost of property, plant and equipment, less its estimated
residual value, over the expected useful economic lives of the
assets.
Depreciation is charged on a straight-line basis as
follows:
- Office buildings
|
over expected lease term
|
- Leasehold improvements
|
shorter of 5 years or the lease term
|
- Fixtures and fittings
|
3 years
|
- Equipment
|
3 years
|
The disposal or retirement of an
asset is determined by comparing the sales proceeds with the
carrying amount. Any gains or losses are recognised within the
Consolidated Statement of Comprehensive Income.
4.8
Intangible assets
Acquired
intangibles
Intangible assets that are acquired through business
combinations are recognised as intangible assets if they are
separable from the acquired business or arise from contractual or
legal rights. These assets will only be recognised if they are also
expected to generate future economic benefits and their fair value
can be reliably measured.
Initial recognition
Intangible assets acquired separately are measured
on initial recognition at cost. The cost of intangible assets
acquired in a business combination is their fair value at the date
of acquisition.
Subsequent measurement
Following capitalisation, the intangible assets are
carried at cost less any accumulated amortisation, and where
appropriate, less provisions for impairment.
Intangible assets are amortised using the
straight-line method over their estimated useful economic life as
follows:
- Intangibles acquired
through business combinations
|
5 years
|
- Computer software
|
3 years
|
- Data acquisition
|
5 years
|
Amortisation is charged to the Consolidated
Statement of Comprehensive Income and is included within cost of
sales for those items directly related to project activities, or
otherwise within general and administrative expenses.
Internally
generated intangible assets
Intangible assets that are capitalised internally
are deemed to have met the recognition criteria set out in IAS 38.
These items relate to research and development costs and are
considered in note 4.3.
Initial recognition
Internally generated intangible assets are initially
recognised at cost once the recognition criteria of IAS 38 are
met.
Subsequent measurement
Any assets that are not yet ready for use will be
capitalised as assets under construction and will not be amortised.
Once the asset is ready for use, amortisation will begin. The
amortisation rates adopted are based on the expected useful
economic life of the projects to which they relate, with the
charges recognised in accordance with how the Group receives the
benefit from the technology. The assets useful economic life is as
follows:
- Internally generated
technology
|
3 - 5 years
|
- Proprietary clinical trial
platform
|
15 years based on revenue generated by the asset
|
4.9
Impairment of non-current assets
Each category of non-current assets is reviewed for
impairment annually when under construction or when there is an
indication that an asset may be impaired, being when events or
changes in circumstances indicate that the carrying value may not
be recoverable. An impairment loss is recognised in the
Consolidated Statement of Comprehensive Income for the amount by
which the asset's carrying value exceeds its recoverable
amount.
The recoverable amount is the higher of an asset's
fair value less cost to sell and value in use. Non-financial
assets, other than goodwill, which have suffered an impairment are
reviewed for possible reversal of the impairment at each reporting
date.
4.10 Investments in
Group undertakings
Investments in Group undertakings are initially
recognised at cost and subsequently measured at cost less any
impairment provision. Investments are subject to an annual
impairment review, with any impairment charge being recognised
through the Consolidated Statement of Comprehensive Income.
Additions to investments are amounts relating to share options for
the services performed by employees of the subsidiaries of the
Company and are classified as capital contributions within note
16.
4.11 Trade and
other receivables
Trade and other receivables are initially recognised
at fair value and subsequently stated at amortised cost using the
effective interest method, less any expected credit losses. The
Group makes use of a simplified approach in accounting for trade
and other receivables as well as contract assets and records the
loss allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial
instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to
calculate the expected credit losses.
The Group assess impairment of trade receivables on
an individual basis as they possess individual credit risk
characteristics based on each client. Refer to note 17 for further
information on aging of trade receivables and an analysis of any
expected credit losses.
The Group recognises commission payments as
incremental costs from obtaining a contract. Those that are paid
immediately are capitalised under IFRS 15 and amortised over 3
years (2023: 3 years), being the average length of contracts
entered into by the Group, as opposed to using a tailored time
period for each project. Management reviews this assessment
annually to determine that there are no material variances. Those
not paid immediately are accrued over a period of time as this
element of the commission payment requires the respective employee
to remain in service for a specific period. Commission assets.
4.12
Taxation
Current
tax
Current tax represents amounts recoverable within
the United Kingdom and is provided at amounts expected to be
recovered using the tax rates and laws that have been enacted at
the Statement of Financial Position date.
Research and
development credits
The benefit associated with UK-based research and
development is recognised under the UK's Research and Development
Expenditure Credit scheme. Details of the recognition are set out
in note 4.2.
Deferred
taxation
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
consolidated financial statements in accordance with IAS 12 -
Income taxes. Deferred tax liabilities are recognised for all
taxable temporary differences. A deferred tax asset is recognised
only to the extent that it is probable that sufficient taxable
profit will be available in future years to utilise the temporary
difference. Deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction,
other than a business combination, that at the time of the
transaction affects neither the accounting, nor taxable profit or
loss.
Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the
Statement of Financial Position date and are expected to apply when
the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets and liabilities are offset only
when there is a legally enforceable right to set off current tax
assets against current tax liabilities, they relate to income taxes
levied by the same taxation authority and the Group intends to
settle these on a net basis.
Deferred tax assets are recognised to the extent it
is probable that the underlying tax loss or deductible temporary
difference will be utilised against future taxable income. This is
assessed based on the Group's forecast of future operating results,
adjusted for significant non-taxable income and expenses and
specific limits on the use of any unused tax loss or credit. As
such, the Group does not recognise any deferred tax assets, see
note 20.
4.13 Cash and cash
equivalents
Cash and cash equivalents comprise cash at bank and
in hand with original maturities at inception of 3 months or
less.
4.14 Foreign
currency translation
Transactions denominated in foreign currencies are
translated into Great British Pounds at actual rates of exchange
prevailing at the date of transaction. Monetary assets and
liabilities expressed in foreign currencies are translated into
Great British Pounds at rates of exchange prevailing at the end of
the financial year. All foreign currency exchange differences are
taken to the Consolidated Statement of Comprehensive Income in the
year in which they arise.
Non-monetary items are not retranslated at year end
and are measured at historical cost (translated using the exchange
rates at the transaction date), except for non-monetary items
measured at fair value which are translated using the exchange
rates at the date when fair value was determined.
4.15 Trade and
other payables
Trade and other payables are non-interest-bearing,
unless significantly overdue, and are initially recognised at fair
value and subsequently stated at amortised cost.
4.16 Provisions,
contingent assets and contingent liabilities
Provisions are recognised when the Group has a
present legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic resources will be
required from the Group and amounts can be estimated reliably. The
timing of such outflows may still be uncertain. Such provisions are
measured at the estimated expenditure required to settle the
present obligation based on the most reliable estimate available at
the reporting date, discounted to the present value where
material.
Any reimbursement that the Group is virtually
certain to collect from a third party in relation to the related
provision will be recognised as a separate asset.
Liabilities are not recognised where the outflow of
economic resources is not probable, but are instead disclosed as
contingent liabilities.
4.17 Equity
instruments
Equity instruments issued by the
Group are recorded at the proceeds received, net of direct issue
costs.
4.18 Financial
instruments
Financial assets and financial liabilities are
recognised on the Consolidated Statement of Financial Position when
the Group or the Company becomes a party to the contractual
provisions of the instrument. Debt and equity instruments are
classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangement.
The Group utilises one type of derivative financial
instrument - forward contracts used for the purposes of hedging.
These are designated as cash flow hedges and held at fair value
with changes held in the cash flow hedge reserve. On
crystallisation the gain or loss is recycled to revenue to reflect
the risks being hedged. The ineffective portion of the hedging
instrument is recognised in the profit or loss account
immediately.
Further information relating to financial
instruments and the policies adopted by the Group to manage risk is
found in note 23.
5. Significant management judgement in applying
accounting policies and estimation uncertainty
When preparing the consolidated financial
statements, the Directors make a number of judgements, estimates
and assumptions about the recognition and measurement of assets,
liabilities, income and expenses.
Significant
management judgements
The following are significant management judgements
in applying the accounting policies of the Group that have the most
significant effect on the consolidated financial statements.
Capitalisation of internally
developed software
Distinguishing the research and development phases
of a new software product and determining whether the requirements
for the capitalisation of development costs are met requires
judgement. Management will assess whether a project meets the
recognition criteria as set out in IAS 38 based on an individual
project basis. More detail is included in note 4.3 as to the
specific considerations given to each project when determining
whether to capitalise internally developed software. Where the
criteria are not met, the research and development expenditure will
be expensed in the Consolidated Statement of Comprehensive Income.
Where the recognition criteria are met, the items will be
capitalised as an intangible asset.
During the year ended 30 September 2024, research
and development expenses totalled £1,659,000 (2023: £2,152,000). Of
this amount, £322,000 (2023: £1,211,000) was capitalised as an
intangible asset relating to employee costs. The balance of
expenditure being £1,337,000 (2023: £925,000) is recognised in the
Consolidated Statement of Comprehensive Income as an expense.
Recovery of deferred tax
assets
Deferred tax assets have not been recognised for
deductible temporary differences and tax losses. The Directors
consider that there is not sufficient certainty that future taxable
profits will be available to utilise those temporary differences
and tax losses. Further information on the Group's deferred tax
asset can be found in note 20 of the consolidated financial
statements.
Estimation
uncertainty
Information about estimates and
assumptions that have the most significant effect on recognition
and measurement of assets, liabilities, income and expenses is
provided below. Changes to these estimations may result in
substantially different results for the year.
Share-based payments
The Group measures the cost of equity-settled
transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair
value of the options granted is measured using an option valuation
model, taking into account the terms and conditions upon which the
options were granted. Details of the estimations used in
determining the fair value of the options in issue are detailed in
note 22. In line with IAS 2, management assess whether non-market
conditions will be achieved and adjusts appropriately.
Useful lives of depreciable
assets
The useful lives of depreciable
assets are determined by management at the date of purchase based
on the expected useful lives of the assets. These are subsequently
monitored and reviewed annually and where there is objective
evidence of changes in the useful economic lives, these estimates
are adjusted. Any changes to these estimates may result in
significantly different results for the period.
The Group amortises its newly
developed proprietary clinical trial platform (TTNx) in accordance
with its anticipated usage pattern. The platform's useful life has
been estimated at 15 years. Amortisation is applied on an
escalating basis, aligned with the increasing utilisation of the
platform as additional clinical trials are deployed on the
platform. Once the platform reaches an equivalent operational
capacity to the existing platform, defined as accommodating the
number of trials supported by the previous platform, a
straight-line amortisation method will be adopted for the remainder
of its useful life.
6. Revenue
An analysis of the Group's revenue by type is as
follows:
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£000
|
£000
|
Service
revenue
|
|
|
|
|
5,766
|
6,665
|
All material revenue streams derived by the Group
relate to the delivery of services in support of clinical trials.
As such, all revenue is deemed to belong to one stream, being
service revenue.
Revenue derived from services provided over time do
not constitute a material portion of revenue and therefore
disclosure distinguishing between revenue recognised at a point in
time versus over time is not made.
For the year ended 30 September 2024, revenue
includes £22,000 (2023: £214,000) held in contract liabilities
within trade and other payables at the beginning of the period.
This amount also includes performance obligations relating to
advance payments that were not yet complete at the end of the prior
year. Advance payments are charged to clients to de-risk start-up
activities and are recognised at a point in time once an activities
performance obligation is met. At 30 September 2024, £532,000
(2023: £343,000) of advanced payments were recognised on the
balance sheet.
7. Segmental
information
The Board considers there to be only one core
operating segment for the Group's activities. This is based on the
Group's development, commercial and operational delivery teams
operating across the entirety of the Group, which is primarily
based in the United Kingdom. The projects undertaken by the Group
are managed by project managers, who receive inputs for each
project from other team members. Performance information is
reported as a single business unit to the management team.
The information gathered for each project is
subsequently reported to the Group's Chief Executive Officer, who
is considered to be the chief operating decision-maker. This
information is used for resource allocation and assessment of
performance. Therefore, the entirety of the Group's revenue and
assets can be attributed wholly to this operating segment with
reference to the Consolidated Statement of Comprehensive Income and
Consolidated Statement of Financial Position.
During the year ended 30 September 2024, the Group
had three clients (2023: five clients) that exceeded 10% of total
revenue. In 2024, the individual percentage revenue associated with
these clients was 13% (£771,000), 13% (£742,000) and 13%
(£729,000). In 2023, the individual percentage revenue associated
with the five largest clients 14% (£966,000), 14% (£949,000), 13%
(£862,000), 12% (£792,000) and 10% (£699,000).
Geographical
information
The Group's revenue can be categorised by country,
based on the location of the contracting client. Sometimes clients
of the Group, which include global biopharmaceutical companies with
offices in multiple locations across the world, request the Group
to contract directly with their regional offices in the United
Kingdom or European locations. In such circumstances the associated
revenues are reported as being based in the contracting location
even though much of the operational execution of the contract will
include entities or partners of the client based elsewhere in the
world.
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£000
|
£000
|
United States of America
|
|
|
|
|
2,365
|
3,053
|
United Kingdom
|
|
|
|
|
1,330
|
952
|
Netherlands
|
|
|
|
|
742
|
862
|
Ireland
|
|
|
|
|
557
|
689
|
Switzerland
|
|
|
|
|
500
|
816
|
Other - Europe
|
|
|
|
|
272
|
293
|
Revenue
|
|
|
|
|
5,766
|
6,665
|
As the Group is domiciled in the United Kingdom, the
entirety of the revenue originates from this location.
8. Other
income
Items of other income principally relate to
government grants received. Grants are recognised as income over
the period required to match them with the related costs, for which
they are intended to compensate, on a systematic basis.
The Group also recognises Research and Development
Expenditure Credit ('RDEC') as other income.
|
2024
|
2023
|
|
£000
|
£000
|
Grant income
|
376
|
38
|
RDEC
|
405
|
355
|
Other
income
|
781
|
393
|
9. Auditor's
remuneration
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£000
|
£000
|
Audit services
|
|
|
|
|
|
|
- Group and Parent
Company
|
|
|
|
|
51
|
56
|
- subsidiary
companies
|
|
|
|
|
34
|
37
|
Total audit fees
|
|
|
|
|
85
|
93
|
|
|
|
|
|
|
|
Audit-related assurance
services
|
|
|
|
|
8
|
8
|
Total auditor's remuneration
|
|
|
|
|
93
|
101
|
10.
Employees and Directors
The average monthly number of persons (including
Executive and Non-Executive Directors) employed by the Group
was:
|
|
|
|
2024
|
2023
|
|
|
|
|
Number
|
Number
|
Administration
|
|
|
|
15
|
14
|
Operations, research and
development
|
|
|
|
66
|
75
|
Average total persons employed
|
|
|
|
81
|
89
|
The aggregate remuneration of employees in the Group
was:
|
|
|
|
2024
|
2023
|
|
|
|
|
£000
|
£000
|
Wages and salaries
|
|
|
|
5,474
|
5,944
|
Social security costs
|
|
|
|
671
|
702
|
Other pension costs
|
|
|
|
279
|
303
|
Share-based payments
charge
|
|
|
|
8
|
52
|
Total remuneration for employees
|
|
|
|
6,432
|
7,001
|
Employee costs
capitalised
|
|
|
|
(322)
|
(1,211)
|
Net employee costs
|
|
|
|
6,110
|
5,790
|
The Group operates a defined contribution pension
scheme for employees. The assets of the scheme are held separately
from those of the Group in independently administered funds. The
amounts outstanding at 30 September 2024 in respect of pension
costs were £40,000 (2023: £46,000).
The remuneration of the Group's Directors is set out
in the Directors' Remuneration Report in the full annual report, as
well as in note 24 under related party transactions.
The Company did not directly employ any staff and
therefore there is no cost recognised in respect of staff
costs.
11.
Loss on ordinary activities before taxation
The Group's loss on ordinary activities before
taxation has been achieved after charging:
|
|
|
2024
|
2023
|
|
|
|
£000
|
£000
|
Research and development
expenses
|
|
|
1,304
|
903
|
Research and development related
impairment
|
|
|
-
|
14
|
Research and development related
amortisation
|
|
|
33
|
8
|
Sales and marketing
expenses
|
|
|
1,347
|
1,262
|
Amortisation of commission
assets
|
|
|
49
|
59
|
Expenses relating to lease of
low-value assets
|
|
|
1
|
1
|
Depreciation of tangible
assets
|
|
|
239
|
400
|
Amortisation of intangible
assets
|
|
|
15
|
24
|
Foreign exchange (gain) /
loss
|
|
|
52
|
85
|
Administrative expenses
|
|
|
2,606
|
2,344
|
Total operating expenses
|
|
|
5,646
|
5,100
|
Interest income from cash held at
bank
|
|
|
(85)
|
(105)
|
Interest incurred on finance
leases
|
|
|
22
|
29
|
Interest due on overdue
taxation
|
|
|
3
|
-
|
|
|
|
5,586
|
5,024
|
There is a further amortisation charge of £188,000
(2023: £193,000) recognised in cost of sales for those items
directly related to project activities. The total amortisation
charge for the year is £236,000 (2023: £225,000).
12.
Taxation
The tax charge for each period can be reconciled to
the result per the Consolidated Statement of Comprehensive Income
as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Loss on ordinary activities before taxation
|
(2,094)
|
(1,361)
|
|
|
|
Loss before tax at the effective rate of corporation
tax
|
|
|
in the United Kingdom of 25% (2023: 22%)
|
(524)
|
(299)
|
|
|
|
Effects of:
|
|
|
Expenses not deductible for tax purposes
|
(13)
|
(17)
|
Origination and reversal of temporary
differences
|
(51)
|
(291)
|
Research and development uplifts net of losses
surrendered for tax credits
|
520
|
406
|
Overseas taxation
|
1
|
16
|
Prior period adjustment
|
(26)
|
2
|
Tax credit for the
period
|
(93)
|
(183)
|
The tax credit for each period can be reconciled as
follows:
|
2024
|
2023
|
|
£000
|
£000
|
Small or medium enterprise research and development
credit
|
(172)
|
(276)
|
Deduction for corporation tax on RDEC
|
104
|
75
|
Overseas taxation
|
1
|
16
|
Prior period adjustment
|
(26)
|
2
|
Tax credit for the
period
|
(93)
|
(183)
|
The Group has elected to take advantage of the RDEC,
introduced in the Finance Act 2013 whereby a company may surrender
corporation tax losses on research and development expenditure
incurred on or after 1 April 2013 for a corporation tax refund.
The following is a reconciliation
between the tax charge and the tax receivable within the
Consolidated Statement of Financial Position:
|
2024
|
2023
|
|
£000
|
£000
|
Current tax receivable at start of period
|
549
|
453
|
Current period credit
|
497
|
552
|
Corporation tax repayment
|
(554)
|
(456)
|
Current tax
receivable at end of period
|
492
|
549
|
The tax credit for each period can be reconciled to
the current period credit recognised in tax receivable within the
Consolidated Statement of Financial Position in each period as
follows:
|
2024
|
2023
|
|
£000
|
£000
|
Tax credit for the year
|
93
|
183
|
RDEC gross of corporation tax deduction
|
405
|
355
|
Overseas taxation
|
(1)
|
15
|
Tax recoverable
|
-
|
(1)
|
Current period
credit
|
497
|
552
|
13.
Earnings per share
The calculation of basic and
diluted earnings per share ('EPS') of the Group is based on the
following data:
|
|
2024
|
2023
|
Earnings
|
|
|
|
Earnings for the purposes of basic and diluted EPS,
being net profit attributable to the owners of the Company
(£000)
|
|
|
|
(2,001)
|
(1,178)
|
Number of
shares
|
|
|
|
Weighted average number of shares for the purposes
of basic EPS
|
|
48,309,181
|
48,309,181
|
Weighted average number of shares for the purposes
of diluted EPS
|
|
48,309,181
|
48,309,181
|
Basic earnings per share is
calculated by dividing earnings attributable to the owners of the
Company by the weighted average number of shares in issue during
the year. The diluted EPS is calculated by dividing earnings
attributable to the owners of the Company by the weighted average
number of shares in issue taking into account the share options
outstanding during the year. For the year ended to 30 September
2024, there was no dilutive effect as the share options in issue
would have decreased the loss per share.
The basic and diluted earnings per
share for the Group and Company is:
|
|
2024
|
2023
|
|
|
|
|
Basic earnings per share
|
|
(4.14p)
|
(2.44p)
|
Diluted earnings per share
|
|
(4.14p)
|
(2.44p)
|
14.
Property, plant and equipment
Group
|
Office
|
Leasehold
|
Fixtures and
|
|
|
|
building
|
improvement
|
fittings
|
Equipment
|
Total
|
Cost
|
£000
|
£000
|
£000
|
£000
|
£000
|
At 1 October 2022
|
777
|
185
|
5
|
1,117
|
2,084
|
Additions
|
-
|
7
|
-
|
94
|
101
|
Disposals
|
-
|
-
|
-
|
(20)
|
(20)
|
At 30 September 2023
|
777
|
192
|
5
|
1,191
|
2,165
|
Additions
|
-
|
3
|
1
|
30
|
34
|
Disposals
|
-
|
-
|
-
|
(10)
|
(10)
|
At 30 September
2024
|
777
|
195
|
6
|
1,211
|
2,189
|
Accumulated
depreciation
|
|
|
|
|
|
At 1 October 2022
|
379
|
157
|
5
|
726
|
1,267
|
Charge for the period
|
102
|
19
|
-
|
279
|
400
|
Disposals
|
-
|
-
|
-
|
(20)
|
(20)
|
At 30 September 2023
|
481
|
176
|
5
|
985
|
1,647
|
Charge for the period
|
101
|
14
|
0
|
124
|
239
|
Disposals
|
-
|
-
|
-
|
(10)
|
(10)
|
At 30 September
2024
|
582
|
190
|
5
|
1,099
|
1,876
|
Net book
value
|
|
|
|
|
|
At 30 September 2023
|
296
|
16
|
-
|
206
|
518
|
At 30 September
2024
|
195
|
5
|
1
|
112
|
313
|
The tangible right-of-use asset is held within the
office building category. At 30 September 2024, the carrying amount
of the right-of-use asset was £195,000 (2023: £296,000).
Company
At 30 September 2024 and 30 September 2023, the
Company had no property, plant and equipment.
15.
Intangible assets
Group
|
Right-of-use
asset
|
Other acquired
intangibles
|
Other Internally developed
technology
|
Next generation TrialTracker
platform
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cost
|
|
|
|
|
|
At 1 October 2022
|
-
|
221
|
710
|
4,111
|
5,042
|
Additions
|
-
|
121
|
89
|
1,589
|
1,799
|
Impairment
|
-
|
-
|
(14)
|
-
|
(14)
|
At 30 September
2023
|
-
|
342
|
785
|
5,700
|
6,827
|
Additions
|
39
|
-
|
20
|
404
|
463
|
Disposals
|
-
|
(32)
|
(218)
|
-
|
(250)
|
At 30 September
2024
|
39
|
310
|
587
|
6,104
|
7,040
|
Accumulated amortisation
|
|
|
|
|
At 1 October 2022
|
-
|
141
|
314
|
-
|
455
|
Amortisation
|
-
|
47
|
178
|
-
|
225
|
At 30 September 2023
|
-
|
188
|
492
|
-
|
680
|
Amortisation
|
2
|
52
|
163
|
19
|
236
|
Disposals
|
-
|
(32)
|
(218)
|
-
|
(250)
|
At 30 September
2024
|
2
|
208
|
437
|
19
|
666
|
Net book value
|
|
|
|
|
|
At 30 September 2023
|
-
|
154
|
293
|
5,700
|
6,147
|
At 30 September
2024
|
37
|
102
|
150
|
6,085
|
6,374
|
Amortisation is charged to the Consolidated
Statement of Comprehensive Income and is included within cost of
sales for those items directly related to project activities,
research and development for those items directly related to the
research activities of the company or otherwise within general and
administrative expenses.
Internally
developed technology
The Group has capitalised research and development
costs during the year in relation to the development of its
proprietary TrialTracker software. Development includes
TrialTracker platform upgrades as well as additional algorithm
development. The costs capitalised include time and expenses in
relation to staff costs. In recognising these assets, the Group has
applied the recognition criteria of IAS 38 relating to internally
generated intangible assets, where costs in relation to the
development phase must be capitalised under certain circumstances.
More information in relation to this is included in the accounting
policies of the Group in notes 4 and 5.
Assets under
construction
Assets that are still under construction undergo an
annual impairment test which is carried out at the end of the
reporting period. This impairment test considers the carrying
amount of the asset and compares it with its recoverable amount,
with an impairment being recognised if the recoverable amount is
lower than the carrying amount. Management have determined the
recoverable amount as being the value-in-use, which is calculated
using management expectations of future revenues, discounted at an
applicable rate. Whilst the asset remains under construction,
amortisation is not charged.
Company
At 30 September 2024 and 30 September 2023, the
Company had no intangible assets.
16.
Investments
The consolidated financial statements of the Group
as at 30 September 2024 and at 30 September 2023 include:
Name of
subsidiary
|
Class of
share
|
Country of
incorporation
|
Principal
activities
|
Directly held:
|
|
|
|
IXICO Technologies Limited
|
Ordinary
|
United Kingdom
|
Data collection and analysis of neurological
diseases
|
|
|
|
|
Indirectly
held:
|
|
|
|
IXICO Technologies Inc.
|
Ordinary
|
United States
|
Sales and marketing
|
The Company and Group has no investments other than
the holdings in the above subsidiaries that are all 100% owned. The
carrying amounts of the investments in subsidiaries for the Company
are:
|
|
2024
|
2023
|
|
|
£000
|
£000
|
Investments in subsidiary undertakings
|
|
|
|
At beginning of the
period
|
|
5,857
|
5,805
|
Capital contribution
|
|
8
|
52
|
Total investments at end of the period
|
|
5,865
|
5,857
|
The capital contribution represents the charge in
the year for share-based awards issued by the Company to employees
of IXICO Technologies Limited and IXICO Technologies Inc.
17.
Trade and other receivables
|
Group
|
Company
|
|
2024
|
2023
|
2024
|
2023
Restated
|
Current receivables
|
£000
|
£000
|
£000
|
£000
|
Trade receivables
|
1,634
|
945
|
-
|
-
|
Less provision for bad and
doubtful debts
|
-
|
-
|
-
|
-
|
Net carrying amount of trade receivables
|
1,634
|
945
|
-
|
-
|
Other taxation and social
security
|
-
|
40
|
15
|
6
|
Prepayments and accrued
income
|
518
|
684
|
22
|
20
|
Commission assets
|
24
|
27
|
-
|
-
|
Other receivables
|
37
|
10
|
2
|
5
|
Current receivables
|
2,213
|
1,706
|
39
|
31
|
Non-current receivables
|
|
|
|
|
Commission assets
|
9
|
39
|
-
|
-
|
Amounts due from subsidiary
undertakings
|
-
|
-
|
2,224
|
2,450
|
Total trade and other receivables
|
2,222
|
1,745
|
2,263
|
2,481
|
All amounts are classified as short-term and are
expected to be received within one year. The average credit period
granted to clients ranges from 30 to 90 days (2023: 30 to 90
days).
A provision for expected credit losses is made when
there is uncertainty over the ability to collect the amounts
outstanding from clients. This is determined based on specific
circumstances relating to each individual client. The Directors
consider that there are immaterial credit losses (2023: immaterial
credit losses) due to the calibre of customers the Group has and so
the carrying amount of trade and other receivables approximates
their fair value.
Within the Company, there are expected to be
immaterial credit losses (2023: immaterial credit losses) from
subsidiary companies due to the level of cash available in the
subsidiaries and expected future earnings. The amounts due from
subsidiary undertakings was reclassified to a
non-current
asset in the year as the
Group does not expect to recover these balances within the next 12
months.
As at the year-end, the ageing of trade receivables
which are past due but not impaired is as follows:
|
Group
|
Company
|
|
2024
|
2023
|
2024
|
2023
|
|
£000
|
£000
|
£000
|
£000
|
Amounts not past due
|
1,486
|
864
|
-
|
-
|
Past due:
|
|
|
|
|
Less than 30 days
|
69
|
81
|
-
|
-
|
Between 31 - 60 days
|
8
|
-
|
-
|
-
|
Between 61 - 90 days
|
18
|
-
|
-
|
-
|
More than 90 days
|
52
|
-
|
-
|
-
|
Total trade receivables
|
1,634
|
945
|
-
|
-
|
The maximum exposure to credit risk at the reporting
date is the carrying value of each class of financial assets
disclosed in note 23.
18.
Trade and other payables
|
Group
|
Company
|
|
2024
|
2023
|
2024
|
2023
|
|
£000
|
£000
|
£000
|
£000
|
Current liabilities
|
|
|
|
|
Trade payables
|
83
|
86
|
2
|
-
|
Other taxation and social
security
|
180
|
58
|
-
|
-
|
Contract liabilities
|
591
|
529
|
-
|
-
|
Accrued expenses
|
553
|
464
|
43
|
60
|
Other payables
|
3
|
5
|
-
|
-
|
|
1,410
|
1,142
|
45
|
60
|
Non-current liabilities
|
|
|
|
|
Accrued expenses
|
-
|
2
|
-
|
-
|
Total trade and other payables
|
1,410
|
1,144
|
45
|
60
|
Trade payables and accrued expenses principally
comprise amounts outstanding for trade purchases and ongoing costs.
No interest is charged on the trade payables. The Group's policy is
to ensure that payables are paid within the pre-agreed credit terms
and to avoid incurring penalties and/or interest on late
payments.
The fair value of trade and other payables
approximates their current book values.
Reconciliation of liabilities
arising from financing activities
The only liabilities affecting financing activities
arise solely from the recognition of the lease liability:
|
|
|
£000
|
Lease liability as at 1 October 2022
|
|
|
516
|
Cash-flow: Repayment of
lease
|
|
|
(158)
|
Non-cash: Interest
charge
|
|
|
29
|
Lease liability as at 30 September 2023
|
|
|
387
|
Leases acquired in the
year
|
|
|
39
|
Cash-flow: Repayment of
lease
|
|
|
(134)
|
Non-cash: Interest
charge
|
|
|
22
|
Lease liability as at 30 September 2024
|
|
|
314
|
19.
Leases
All lease liabilities are presented in the statement
of financial position as follows:
|
|
|
2024
|
2023
|
|
|
|
£000
|
£000
|
|
|
|
|
|
Current
|
|
|
164
|
112
|
Non-current
|
|
|
150
|
275
|
|
|
|
314
|
387
|
The Group uses leases throughout the business for
office space and IT equipment. With the exception of short-term
leases and leases of low value, each lease is reflected on the
balance sheet as a right-of-use asset in property, plant and
equipment and a lease liability.
Each lease generally imposes a restriction that,
unless there is a contractual right for the Group to sublet the
asset to another party, the right-of-use asset can only be used by
the Group. For leases over office buildings, the Group must keep
those properties in a good state of repair.
The Group has identified one lease relating to the
office building, and one lease relating to a software licence that
meet the definition of a right-of-use asset. There is no option to
purchase on either lease and payments are not linked to an index.
The remaining lease terms range between 24 - 34 months (2023: 36
months). The office building lease has the ability to be extended
at the end of this term.
The Group has elected to not recognise a lease
liability for short-term leases, being 12 months or less, or for
leases of low value. Payments for these are expensed on a
straight-line basis.
Right-of-use asset and lease
liability
|
|
Asset
|
Depreciation
|
Carrying amount
|
2024
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
Office building
|
|
777
|
(582)
|
195
|
Software licence
|
|
39
|
(2)
|
37
|
|
|
816
|
(584)
|
232
|
|
|
|
|
|
|
|
Asset
|
Depreciation
|
Carrying amount
|
2023
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
Office building
|
|
777
|
(481)
|
296
|
Additional information on the right-of-use asset is
as follows:
The various elements recognised in the financial
statements are as follows:
|
|
|
2024
|
2023
|
|
|
|
£000
|
£000
|
Statement of
Comprehensive Income
|
|
|
|
|
Depreciation charge in the year
|
|
|
101
|
102
|
Amortisation charge in the year
|
|
|
2
|
-
|
Interest expense on lease liability
|
|
|
22
|
29
|
Low value leases expensed in the year
|
|
|
1
|
1
|
|
|
|
|
|
Statement of Cash
Flows
|
|
|
|
|
Capital repayments on lease agreements
|
|
|
134
|
158
|
The undiscounted maturity analysis
of lease liabilities for the office building is as
follows:
|
|
|
Within 1
year
|
1 - 2
years
|
2 - 3
years
|
Total
|
30 September 2024
|
|
|
|
|
|
|
Lease payments
|
|
|
181
|
144
|
12
|
337
|
Finance charges
|
|
|
(17)
|
(6)
|
-
|
(23)
|
Net present values
|
|
|
164
|
138
|
12
|
314
|
|
|
|
|
|
|
|
30 September 2023
|
|
|
|
|
|
|
Lease payments
|
|
|
132
|
166
|
127
|
425
|
Finance charges
|
|
|
(20)
|
(14)
|
(4)
|
(38)
|
Net present values
|
|
|
112
|
152
|
123
|
387
|
At 30 September 2024, the Group's commitment to
short-term and low-value leases was £nil (2023: £nil).
20.
Deferred tax
Deferred tax asset
(unrecognised)
|
|
Group
|
Company
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
£000
|
£000
|
£000
|
£000
|
Tax effect of temporary
differences:
|
|
|
|
|
|
Tax allowances in excess of
depreciation
|
|
1,615
|
1,581
|
(1)
|
(1)
|
Accumulated losses
|
|
(17,963)
|
(17,618)
|
(3,579)
|
(3,331)
|
Losses on financial instruments
debited to equity
|
|
1
|
5
|
-
|
-
|
Accelerated commission
charge
|
|
1
|
14
|
-
|
-
|
Deductible temporary
differences
|
|
(2)
|
(13)
|
-
|
-
|
Deferred tax asset
(unrecognised)
|
|
(16,348)
|
(16,031)
|
(3,580)
|
(3,332)
|
The unrecognised deferred tax asset predominantly
arises due to unused tax losses carried forward that have
originated but not reversed at the Consolidated Statement of
Financial Position date and from transactions or events that result
in an obligation to pay more tax in the future or a right to pay
less tax in the future.
The unrecognised deferred tax asset is measured on
an undiscounted basis at the tax rates that are expected to apply
in the periods in which temporary differences will reverse. Based
on tax rates and laws enacted or substantively enacted at the
latest balance sheet date, the rate when the above temporary
differences are expected to reverse is currently 25% (2023:
25%).
21.
Issued capital and reserves
Ordinary shares and
share premium
The Company has one class of ordinary shares. The
share capital issued has a nominal value of £0.01 and each share
carries the right to one vote at shareholders' meetings and all
shares are eligible to receive dividends. Share premium is
recognised when the amount paid for a share is in excess of the
nominal value.
The Group and Company's opening
and closing share capital and share premium reserves
are:
|
Group and Company
|
|
Ordinary
|
Share
|
Share
|
|
shares
|
capital
|
premium
|
|
Number
|
£000
|
£000
|
Authorised, issued
and fully paid
|
|
|
|
At 30 September
2023 and at 30 September 2024
|
48,351,373
|
484
|
84,802
|
Exercise of share
options
During the year, no share options were
exercised.
Other
reserves
Accumulated losses
This reserve relates to the cumulative results made
by the Group and Company in the current and prior periods.
Merger relief reserve
In accordance with Section 612 'Merger Relief' of
the Companies Act 2006, the Company issuing shares as consideration
for a business combination, accounted at fair value, is obliged,
once the necessary conditions are satisfied, to record the share
premium to the merger relief reserve.
Reverse acquisition
reserve
Reverse accounting under IFRS 3 'Business
Combinations' requires that the difference between the equity of
the legal parent and the issued equity instruments of the legal
subsidiary, pre-combination, is recognised as a separate component
of equity.
Capital redemption
reserve
This reserve holds shares that were repurchased and
cancelled by the Company.
Foreign exchange translation
reserve
This reserve represents the impact of retranslation
of overseas subsidiaries on consolidation.
Cash flow hedge reserve
This reserve represents the movement in designated
hedging instruments in the year that have not yet crystallised.
22.
Share-based payments
Certain Directors and employees of the Group hold
options to subscribe for shares in the Company under share option
schemes. All share options relate to a single scheme outlined in
the EMI Share Option Plan 2014.
The scheme is open, by invitation, to both Executive
Directors and employees. Participants are granted share options in
the Company which contain vesting conditions. These are subject to
the achievement of individual employee and Group performance
criteria as determined by the Board. The vesting period varies by
award and the conditions approved by the Board. Options are usually
forfeited if the employee leaves the Group before the options
vest.
Total share options outstanding have a range of
exercise prices from £0.01 to £0.70 per option and the weighted
average contractual life is 5.5 years (2023: 6.7 years). The total
charge for each period relating to employee share-based payment
plans for continuing operations is disclosed in note 10 of the
consolidated financial statements.
Details of the share options under
the scheme outstanding during the period are as follows:
|
2024
|
2023
|
|
Number
|
Weighted
average exercise price
|
Number
|
Weighted
average exercise price
|
Outstanding at start of the
period
|
3,529,681
|
£0.15
|
4,490,931
|
£0.18
|
Exercised
|
-
|
-
|
(200,000)
|
£0.01
|
Lapsed
|
(495,176)
|
£0.34
|
(761,250)
|
£0.29
|
Outstanding at end of the period
|
3,034,505
|
£0.12
|
3,529,681
|
£0.15
|
Exercisable at end of the period
|
2,459,504
|
£0.10
|
1,949,680
|
£0.08
|
23.
Financial risk management
In common with all other areas of the business, the
Group is exposed to risks that arise from the use of financial
instruments. This note describes the Group's objectives, policies
and processes for managing those risks and the methods used to
measure them.
The main risks arising from the Group's financial
instruments are liquidity, interest rate, foreign currency and
credit risk. The Group's financial instruments comprise cash and
various items such as trade receivables and trade payables, which
arise directly from its operations.
Categories of
financial instruments
|
2024
|
2023
|
|
£000
|
£000
|
Financial assets held at amortised cost
|
|
|
Trade and other receivables
excluding prepayments
|
1,845
|
1,795
|
Cash and cash
equivalents
|
1,787
|
4,031
|
|
3,632
|
5,826
|
Financial liabilities held at amortised
cost
|
|
|
Trade and other payables excluding
statutory liabilities
|
745
|
1,144
|
Lease liabilities
|
314
|
387
|
|
1,059
|
1,531
|
Financial liabilities held at fair value
|
|
|
Forward contracts held at fair
value (Level 2)
|
-
|
27
|
|
-
|
27
|
Fair value of
financial assets and liabilities
There is no material difference between the fair
values and the carrying values of the financial instruments held at
amortised cost because of the short maturity period of these
financial instruments or their intrinsic size and risk.
Liquidity risk
management
Liquidity risk is the risk that the Group will not
be able to meet its obligations as they fall due through having
insufficient resources. The Group monitors its levels of working
capital to ensure that it can meet its liabilities as they fall
due. Ultimate responsibility for liquidity risk management rests
with the Board, which has built an appropriate framework for the
management of the Group's short-, medium- and long-term funding and
liquidity requirements.
The principal current asset of the business is cash
and cash equivalents and is therefore the principal financial
instrument employed by the Group to meet its liquidity
requirements. The Board ensures that the business maintains surplus
cash reserves to minimise any liquidity risk.
The financial liabilities of the Group and Company
are due within 3 months (2023: 3 months) of the Consolidated
Statement of Financial Position date, with the exception of the
lease liability. Further analysis of the lease liability is
provided in note 19. All other non-current liabilities are due
between 1 to 3 years after the period end. The Group does not have
any borrowings or payables on demand which would increase the risk
of the Group not holding sufficient reserves for repayment.
Market
risk
Interest rate risk management
Interest rate risk is the risk that the fair value
or future cash flows of a financial instrument will fluctuate
because of changes in market interest rate. The Group operates an
interest rate policy designed to minimise interest costs and reduce
volatility in reported earnings.
The Group holds all cash and cash equivalents with
institutions with a recognised high credit rating. Interest rates
on current accounts are floating. Changes in interest rates may
increase or decrease the Group's finance income.
The Group does not have any committed
interest-bearing borrowing facilities and consequently there is no
material exposure to interest rate risk in respect of financial
liabilities.
Foreign
currency risk management
Foreign currency risk is the risk that the fair
value of future cash flows of a foreign currency exposure will
fluctuate because of changes in foreign exchange rates.
The Group's exposure to the risk of changes in
foreign exchange rates relates to the Group's overseas operating
activities, primarily denominated in US Dollars, Euros and Swiss
Francs. There is also an investment by the Company in a foreign
subsidiary. The Group's exposure to foreign currency changes for
all other currencies is not material. The Group seeks to minimise
the exposure to foreign currency risk by matching local currency
income with local currency costs where possible. The Group utilises
US Dollar forward contracts to mitigate the risk of US Dollar
fluctuations on client contracts. It agrees forward contracts
based on forecasts of its US Dollar inflows and applies hedge
accounting to minimise currency risk.
The Group enters into forward contracts to sell US
Dollars at regular intervals and applies hedge accounting to these
contracts. Under hedge accounting, unrealised gains or losses are
recognised in other comprehensive income and the cash flow hedge
reserve, with the ineffective portion being recognised in the
profit and loss as soon as they occur. The gains or losses arising
on these are allocated to revenue on settlement. The item hedged
was a portion of highly probable forecast US Dollar inflows. The
hedged item is the receipt of US Dollars, and the hedging
instrument is the sale of a portion of these. The Group has
determined that a 1:1 ratio exists between the instrument and items
as the underlying risks of both are the same - the exchange rate of
USD:GBP. The Group uses the dollar offset method to monitor
effectiveness, which compares the change in fair value of the
underlying derivative and the change in fair value of future cash
flows. Ineffectiveness can arise due to the counterparties credit
risk and inaccurate forecasting, which could leave the Group over
hedged. In the year some ineffectiveness arose where the Group's
actual inflows were below that of the hedging instrument. This
ineffective portion was recognised in general and administrative
expenses.
At year end the Group had no contracts to sell
(2023: $750,000), these hedges are designated as effective under
IFRS 9 and hence the fair value of these is recognised in other
comprehensive income. These balances are removed from the Group's
US Dollar exposure as there is deemed to be no foreign exchange
exposure. At 30 September 2024 there were no hedges (2023: $750,000
hedged to period of March 2024, at an average rate of 1.2785). The
contracts are valued based on observable market exchange rates.
The hedging transactions in the year had the
following effect on the Group's results:
|
Without hedge
accounting
|
Hedging movements
|
2024
|
|
£000
|
£000
|
£000
|
Statement of
Comprehensive Income
|
|
|
|
Revenue
|
5,761
|
5
|
5,766
|
Gross profit
|
2,706
|
5
|
2,711
|
General and administrative expenses
|
(2,881)
|
(32)
|
(2,913)
|
Profit for the year
|
(1,974)
|
(27)
|
(2,001)
|
Total other comprehensive expense
|
(2)
|
27
|
25
|
Total comprehensive income attributable to equity
holders for the period
|
(1,976)
|
-
|
(1,976)
|
|
|
|
|
Statement of
financial position
|
|
|
|
Accumulated losses
|
(9,353)
|
-
|
(9,353)
|
|
Without hedge
accounting
|
Hedging movements
|
2023
|
|
£000
|
£000
|
£000
|
Statement of
Comprehensive Income
|
|
|
|
Revenue
|
6,638
|
27
|
6,665
|
Gross profit
|
3,243
|
27
|
3,270
|
General and administrative expenses
|
(2,743)
|
(111)
|
(2,854)
|
Profit for the year
|
(1,094)
|
(84)
|
(1,178)
|
Total other comprehensive expense
|
(21)
|
84
|
63
|
Total comprehensive income attributable to equity
holders for the period
|
(1,115)
|
-
|
(1,115)
|
|
|
|
|
Statement of
financial position
|
|
|
|
Derivative financial liabilities
|
27
|
-
|
27
|
Cash flow hedge reserve
|
-
|
(27)
|
(27)
|
Accumulated losses
|
(7,387)
|
27
|
(7,360)
|
The carrying amounts of the Group's foreign currency
denominated monetary assets and monetary liabilities as at 30
September are as follows:
|
2024
|
2023
|
|
US Dollar
exposure
|
USD'000
|
USD'000
|
|
Balance at end of
period
|
|
|
|
Monetary assets
|
587
|
14
|
|
Monetary liabilities
|
(16)
|
(27)
|
|
Total
exposure
|
571
|
(13)
|
|
|
|
|
|
|
2024
|
2023
|
|
Euro
exposure
|
EUR'000
|
EUR'000
|
|
Balance at end of
period
|
|
|
|
Monetary assets
|
37
|
156
|
|
Monetary liabilities
|
(73)
|
(13)
|
|
Total
exposure
|
(37)
|
143
|
|
|
|
|
|
2024
|
2023
|
Swiss Franc
exposure
|
CHF'000
|
CHF'000
|
Balance at end of
period
|
|
|
Monetary assets
|
58
|
33
|
Monetary liabilities
|
(22)
|
-
|
Total
exposure
|
35
|
33
|
The Company had no foreign currency exposure at the
year end (2023: nil).
Foreign currency sensitivity
analysis
As at 30 September 2024, the sensitivity analysis
assumes a +/-10% change of the USD/GBP, EUR/GBP and CHF/GBP
exchange rates, which represents management's assessment of a
reasonably possible change in foreign exchange rates (2023: 10%).
The sensitivity analysis was applied on the fair value of financial
assets and liabilities.
|
2024
|
2023
|
|
10% weaker¹
|
10% stronger
|
10% weaker
|
10% stronger
|
|
£000
|
£000
|
£000
|
£000
|
US Dollar
|
(43)
|
43
|
1
|
(1)
|
Euro
|
3
|
(3)
|
(12)
|
12
|
Swiss Franc
|
(3)
|
3
|
(3)
|
3
|
|
(43)
|
43
|
(14)
|
14
|
1 10% weaker relates to the Great British
Pound strengthening against the currency and therefore the Group
would be in a weaker monetary position.
Credit risk
management
Credit risk refers to the risk that a counterparty
will default on its contractual obligations resulting in financial
loss to the Group. The Group's financial assets are cash and cash
equivalents and trade and other receivables. The carrying value of
these assets represents the Group's maximum exposure to credit risk
in relation to financial assets.
The Group's credit risk is primarily attributable to
its trade receivables. The amounts presented in the Consolidated
Statement of Financial Position are net of allowances for any
expected credit losses, estimated by the Group's management based
on prior experience and their assessment of the current economic
environment, and any specific criteria identified in respect of
individual trade receivables. An allowance for expected credit
losses is made where there is an identified loss event, which,
based on previous experience, is evidence of a reduction in the
recoverability of future cash flows. There are no outstanding
expected credit losses identified at 30 September 2024 (2023:
nil).
Prior to entering into an agreement to provide
services, the Group makes appropriate enquiries of the counterparty
and independent third parties to determine creditworthiness. The
Group has not identified any significant credit risk exposure to
any single counterparty or Group of counterparties as at the period
end.
The Group and Company continually reviews client
credit limits based on market conditions and historical experience.
Any provision for impairment, as well as the ageing analysis of
overdue trade receivables, is set out in note 17.
The Group and Company's policy is to minimise the
risks associated with cash and cash equivalents by placing these
deposits with institutions with a recognised high credit
rating.
Capital risk
management
The Group considers capital to be shareholders'
equity as shown in the Consolidated Statement of Financial
Position, as the Group is primarily funded by equity finance and is
not yet in a position to pay a dividend. The Group had no
borrowings at 30 September 2024 (2023: £nil).
The objectives when managing capital are to
safeguard the Group's ability to continue as a going concern in
order to provide returns for shareholders and for other
stakeholders. In order to maintain or adjust the capital structure
the Group may return capital to shareholders or issue new
shares.
24.
Related party transactions
Transactions between the Company and its
subsidiaries, which are related parties, have been eliminated on
consolidation and are not disclosed in this note.
Remuneration and
transactions of Directors and key management personnel
Key management remuneration:
|
|
|
|
|
2024
|
2023
|
|
|
|
|
|
£000
|
£000
|
|
|
|
|
|
|
|
Short-term employee
benefits
|
|
|
|
|
1,147
|
1,113
|
Post-employment
benefits
|
|
|
|
|
28
|
29
|
Other long-term
benefits
|
|
|
|
|
(24)
|
(44)
|
Share-based payments
|
|
|
|
|
(7)
|
19
|
Total remuneration
|
|
|
|
|
1,144
|
1,117
|
Key management includes Executive Directors,
Non-Executive Directors and senior management who have the
responsibility for managing, directly or indirectly, the activities
of the Group.
The aggregate Directors' remuneration, including
employers' National Insurance and share-based payments' expense,
was £875,000 (2023: £687,000) and aggregate pension of £21,000
(2023: £16,000). Further detail of Directors' remuneration is
disclosed in the Directors' Remuneration Report in the full annual
report.
Transactions with
group companies
The Company is responsible for
financing and setting Group strategy. The Company's subsidiaries
carry out the Group's research and development strategy, employ all
employees, including the Executive Directors, and manage the
Group's intellectual property. As a result, a management charge is
made between the subsidiaries and the Company for the services
provided by the subsidiaries on behalf of the Company. Similarly,
as share options are issued in the Company for employees of the
subsidiaries, a charge is made between the Company and its
subsidiaries.
Intercompany balances are
unsecured and are interest bearing at 6%, with no fixed date of
repayment but are repayable on demand. The intercompany balance
also includes specific funding provided by the Company, which
attracts a 0% interest rate.
Outstanding balances related to
subsidiary undertakings are disclosed in note 18. During the year, the following
transactions occurred with related parties:
|
2024
|
2023
|
|
£000
|
£000
|
Charges from
subsidiaries:
|
|
|
Management recharge from subsidiaries
|
625
|
530
|
Net interest charged
|
(125)
|
(100)
|
|
|
|
Charges to
subsidiaries:
|
|
|
Share option charge
|
8
|
52
|
25.
Post balance sheet events
In October 2024, the Company completed a share
capital raise. The company issued 42,621,508 new Ordinary shares
for a total contribution of £4,050,000. Included in this, certain
Directors of the Company have subscribed for an aggregate of
789,472 Ordinary shares for a total contribution of £75,000.