IFRS Statement

Gresham Computing PLC 22 September 2005 For immediate release 22 September 2005 Gresham Computing plc ('Gresham' or 'the Company') Restatement of Financial Information under International Financial Reporting Standards ('IFRS') The Company provides the following unaudited restatement of previously issued financial information resulting from the transition to IFRS. Interim financial statements for the period ended 30 June 2005 have been prepared under IFRS, together with IFRS comparatives, and will be announced separately today. -ends- For further information, please contact: Gresham Computing plc +44 (0)1489 555500 Chris Errington, Finance Director Financial Dynamics James Melville-Ross +44 (0)207 831 3113 Cass Helstrip GRESHAM COMPUTING PLC RESTATEMENT OF FINANCIAL INFORMATION UNDER IFRS INDEX General information Presentation of financial information Primary statements restated under IFRS Group income statement Group balance sheet Group cash flow statement Group statement of recognised income and expense Group statement of changes in equity Reconciliation of income statement from UK GAAP to IFRS Period ended 30 June 2004 summary Period ended 30 June 2004 analysis Year ended 31 December 2004 summary Year ended 31 December 2004 analysis Reconciliation of balance sheet and equity from UK GAAP to IFRS At transition, 1 January 2004 summary At transition, 1 January 2004 analysis At 30 June 2004 summary At 30 June 2004 analysis At 31 December 2004 summary At 31 December 2004 analysis Notes to the restatement of financial information under IFRS 1. First time adoption of IFRS 2. Summary of significant accounting policies 3. Brief explanation of adjustments from UK GAAP to IFRS GRESHAM COMPUTING PLC GENERAL INFORMATION Gresham Computing plc (the 'Company') is a public limited company incorporated in the United Kingdom under the Companies Act 1985. In these financial statements, 'Group' means the Company and all its subsidiaries. Gresham Computing plc has prepared its primary financial statements under UK generally accepted accounting principles ('UK GAAP'). From 2005 the Group is required to prepare its consolidated financial statements in accordance with International Accounting Standards ('IAS') and International Financial Reporting Standards (' IFRS') as adopted by the European Union. References to IFRS throughout this document refer to the application of both IAS and IFRS that are expected to be in issue for the year ending 31 December 2005. The first Annual Report under IFRS will be for the year ending 31 December 2005 and the first interim results reported under IFRS accounting policies expected to be in place at year end will be for the period ended 30 June 2005. This document explains how the Group's reported performance and financial position are affected by this change. PRESENTATION OF FINANCIAL INFORMATION The Group financial statements have been prepared in accordance with IFRS that are expected to be in issue for the year ending 31 December 2005, and are presented in UK Sterling. This restatement document has been prepared on the basis that all IFRS's, International Financial Reporting Interpretation Committee ('IFRIC') interpretations, current IASB exposure drafts will be issued as final standards and adopted by the European Commission. The failure of the European Commission to adopt these standards in time for financial reporting in 2005, or the issue of further interpretations by IFRIC in advance of the reporting date, could result in the need to change the basis of accounting or presentation of certain financial information from that presented in this document. As permitted under IFRS 1, first time adoption of IFRS, management has elected to restate comparative information for the Financial Instrument standards IAS 32 and IAS 39. The UK GAAP financial information contained in this document does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The auditors have issued unqualified opinions on the Group's UK GAAP financial statements for the years ended 31 December 2003 and 31 December 2004, which have been delivered to the Registrar of Companies. The restatement of IFRS financial information contained in this document has not been audited. GRESHAM COMPUTING PLC NOTES TO THE RESTATEMENT OF FINANCIAL INFORMATION UNDER IFRS 1 FIRST TIME ADOPTION OF IFRS In 2005 the Group will adopt IFRS for the first time. Previously the Group reported under UK generally accepted accounting principles ('UK GAAP'). The Group has applied IFRS 1 First Time Adoption of International Financial Reporting Standards to provide a starting point for reporting under IFRS. The Group's date of transition to IFRS is 1 January 2004 and all comparative information in the financial statements is restated to reflect the Group's adoption of IFRS, except where otherwise required or permitted under IFRS 1. IFRS 1 requires an entity to comply with each IFRS effective at the reporting date for its first IFRS financial statements. As a general principle, IFRS 1 requires the standards effective at the reporting date to be applied retrospectively. However, retrospective application is prohibited in some areas, particularly where retrospective application would require judgements by management about past conditions after the outcome of the particular transaction is already known. A number of optional exemptions from full retrospective application of IFRSs are granted where the cost of compliance is deemed to exceed the benefits to users of the financial statements. Where applicable, the options selected by management are set out in the explanatory notes below. The adoption of IFRS 1 has resulted in the following changes to the Group's accounting policies: Cumulative Translation Differences Translation differences arise from the consolidation of the results of foreign operations at average rate and the balance sheet at year-end rate of exchange. UK GAAP does not require these translation differences to be separately identified and accounted for in subsequent disposals of foreign operations. Under IFRS the translation differences arising are separately recorded in equity, net of any movements on related hedging instruments. On disposal of a foreign operation, the cumulative translation differences for that foreign operation are transferred to the income statement as part of the gain or loss on disposal. Under IFRS 1, the Group is not required to record cumulative translation differences arising prior to the transition date. The Group has utilised this exemption and all cumulative translation differences are deemed to be zero as at 1 January 2004. All subsequent disposals will exclude any translation differences arising prior to the date of transition. Business Combinations Under IFRS 1, the Group may elect not to apply IFRS 3 Business Combinations retrospectively to transactions occurring prior to the date of transition to IFRS and management has elected to take this exemption. The Group has utilised this exemption and the carrying amount of goodwill in the opening IFRS balance sheet is that recorded under UK GAAP at the date of transition. As from the date of transition, goodwill is not amortised but subject to annual tests for impairment. Goodwill set off against reserves or amortised prior to the date of transition ceases to exist under IFRS and is therefore not recycled to the income statement on any subsequent disposal of the business to which it relates. Derivative Financial Instruments The IFRS standards relevant to the accounting for, and presentation of, financial instruments are IAS 32 Financial Instruments: Disclosure and Presentation, and IAS 39 Financial Instruments: Recognition and Measurement. The differences between IFRS and UK GAAP which may be most relevant to the Group in future periods are the requirement to recognise all derivatives on the balance sheet and the detailed requirements that have to be met to qualify for hedge accounting. The Group retains a policy of giving due consideration to hedging the net investment position of foreign subsidiaries and covering the transactional risk of foreign currency purchases but undertook no such hedging activity in any period under review. The stricter designation, documentation requirements and effectiveness testing needed to qualify for hedge accounting under IFRS means that any future transactions undertaken as hedges may not qualify for the same treatment under IFRS as they would have done under UK GAAP. Share-based Payment IFRS requires the cost of all share-based payments to be charged against profits over their respective vesting periods. Share based-payments include executive and employee share option schemes. The accounting cost is the fair value at the date of grant calculated using an option pricing model. Under UK GAAP, the costs of share awards are charged against profits over the vesting period based on their intrinsic value, if any. Under IFRS 1, the Group is required to restate its comparative years for all grants of equity instruments made on or after 7 November 2002 that have not vested by 1 January 2005. The Group has not applied IFRS 2 to grants made before this date. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies adopted in the preparation of the Group's IFRS financial statements are set out below: Basis of Preparation The financial statements have been prepared on the historical cost basis other than derivative financial instruments that have been measured at fair value. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates. Consolidation The Group financial statements include the financial statements of the Company and all the subsidiaries during the years reported for the periods during which they were members of the Group. Intercompany balances between group businesses are eliminated on consolidation. Adjustments are made to bring into line any dissimilar accounting policies that may exist. On acquisition, assets and liabilities of subsidiaries are measured at their fair values at the date of acquisition with any excess of the cost of acquisition over this value being capitalised as goodwill. Revenue Revenue comprises sales of products and services to third parties at amounts invoiced net of trade discounts and rebates, excluding sales taxes, when, the significant risks and rewards of ownership of the products and services have passed to the buyer and can be reliably measured and reasonably assured of recoverability. Revenue on software licences is recognised when all of the following criteria are met: o Persuasive evidence of an arrangement exists, such as a signed contract or purchase order; o Delivery has occurred and no future elements to be delivered are essential to the functionality of the delivered element; o The fee is fixed or determinable; and o Collectibility is probable. Revenue from the provision of professional services, such as implementation, training and consultancy, is recognised as the services are performed. Revenue from subscription services and maintenance is recognised rateably over the period of the contract. Larger contracts for the delivery of solutions with multiple elements, typically involving licence, professional services and maintenance, are unbundled and revenue is recognised based on the accounting policy applicable to each constituent part. Revenue is recognised on long-term contracts as that proportion of the total contract value which costs incurred to date bear to total expected costs for that contract. Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the income statement revenue and related costs as contract activity progresses. Long-term contracts Cumulative costs incurred net of amounts transferred to cost of sales, less provision for contingencies and anticipated future losses on contracts, are included as long-term contract balances. The long-term contract balances are recognised as costs in the income statement in line with the recognition of income from the associated contracts. Foreign Currencies The presentational and functional currency of Gresham Computing plc is £ Sterling. Balance sheet items of overseas companies are translated into Sterling at the year-end rates of exchange. Profit and loss items and the cash flows of overseas subsidiary undertakings are translated at the average rates for the year. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. The following are recorded as movements in the currency translation reserves: exchange differences on the translation at closing rates of exchange of overseas opening net assets and the differences arising between the translation of profits at average and closing exchange rates. Goodwill Goodwill recognised under UK GAAP prior to the date of transition to IFRS is stated at net book value as at this date. Goodwill recognised subsequent to 1 January 2004, representing the excess of purchase consideration over fair value of net assets acquired, is capitalised. Goodwill is not amortised but is reviewed for impairment annually. Intangible Fixed Assets Purchased intangibles, including purchased patents, know-how, trademarks, licences and distribution rights are capitalised at cost and amortised on a straight line basis over their estimated useful economic lives. The amortisation of those intangibles acquired as part of a business combination is presented separately after trading profits. The estimated useful life of an intangible asset ranges between 3 and 20 years depending on its nature. Research and Development Expenditure The Group considers that the regulatory, technical and market uncertainties inherent in the development of new products and technologies means that internal development costs should not be capitalised as intangible fixed assets until commercial viability of a project is demonstrable and appropriate resource is in place to launch the product. Research and development expenditure prior to this point in time is expensed as incurred. Property, Plant and Equipment Property, plant and equipment is stated at cost less depreciation and provision for impairment where appropriate. Freehold land is not depreciated. Freehold buildings are depreciated down to their residual value on a straight-line basis at 2% per annum. Short leasehold land and buildings (leases of less than 50 years) are depreciated by equal annual instalments over the term of the lease. Plant and equipment is depreciated over lives ranging between 1 and 10 years by equal annual instalments to write down the assets to their estimated disposal value at the end of their working lives. Residual values and useful lives are reviewed on an annual basis. Impairment of Assets Goodwill arising on acquisition is allocated to cash-generating units (equivalent to the reported primary business segments). The recoverable amount of the cash-generating unit to which goodwill has been allocated is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. The carrying values of property, plant and equipment, and intangible assets with finite lives are reviewed for impairment when events or changes in circumstance indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which it belongs. Leasing Commitments Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases. Assets held under finance leases are capitalised as property, plant or equipment and depreciated accordingly. The capital element of future lease payments is included in borrowings and interest is charged to profit before taxation on a reducing balance basis over the term of the lease. Rentals payable under operating leases are charged to income on a straight line basis over the term of the relevant lease. Taxation The charge for current taxation is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxation is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences except in respect of investments in subsidiaries where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future and on the initial recognition of non-deductible goodwill. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilised. Their carrying amount is reviewed at each balance sheet date on the same basis. Deferred tax is measured on an undiscounted basis, and at the tax rates that are expected to apply in the periods in which the asset or liability is settled. It is recognised in the income statement except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and when the Group intends to settle its current tax assets and liabilities on a net basis. The Group operates in multiple tax jurisdictions around the world and records provisions for taxation liabilities and tax audits when it is deemed probable that a tax charge will arise and the amount can be reasonably estimated. Post Retirement Benefits Contributions to defined contribution plans are charged to operating profit as they become payable. Share-based Payments The Group operates executive and employee share schemes. For all grants of share options, the fair value as at the date of grant is calculated using an option pricing model and the corresponding expense is recognised over the vesting period. The expense is recognised as a staff cost and the associated credit entry is made against equity. Contingencies and Provisions Provision is made for contingencies when it is deemed probable that an adverse outcome will occur and the amount of the loss can be reasonably estimated. Where the Group is the plaintiff in pursuing claims against third parties legal and associated expenses are charged to profit and loss account as incurred. 3 BRIEF EXPLANATION OF ADJUSTMENTS FROM UK GAAP TO IFRS Goodwill amortisation reversal Under UK GAAP, amortisation is charged to the profit and loss account so as to write off goodwill over its estimated life. Under IFRS, goodwill is not amortised but is reviewed for impairment annually. This adjustment adds back goodwill previously charged in reported financial statements in reconciling UK GAAP to IFRS. Residual value of property Under UK GAAP, depreciation is charged to the profit and loss account so as to write freehold property down to its residual value, as at the date capitalised, over its estimated life. Under IFRS, the residual value has been reassessed and, because the residual value of the freehold property exceeds the recorded net book value at transition, the resulting depreciation charge is nil. This adjustment adds back depreciation previously charged in reported financial statements in reconciling UK GAAP to IFRS. Lease incentives Under UK GAAP, rent free periods are amortised over the period from the date of grant to the next rent review. Under IFRS, rent free periods are amortised over the period from the date of grant to the end of the lease. This adjustment spreads the benefit of rent free periods over the longer period to the end of the lease compared to that reported under UK GAAP in financial statements in reconciling UK GAAP to IFRS. Holiday pay Under UK GAAP, provision for holiday pay is a matter of accounting policy and the Group policy was not to provide for holiday pay. Under IFRS, holiday pay is required to be provided. This adjustment reflects the changes in provision for holiday pay in reconciling UK GAAP to IFRS. Share options Under UK GAAP, share option costs are not expensed and the costs of share awards are charged against profits over the vesting period based on their intrinsic value, if any. IFRS requires the cost of all share-based payments to be charged against profits over their respective vesting periods. Share-based payments include executive and employee share option schemes. The accounting cost is the fair value at the date of grant calculated using an option pricing model. The expense is recognised as a staff cost and the associated credit entry is made against equity. This adjustment records the relevant charge for share based payments in reconciling UK GAAP to IFRS. Presentational changes Under IFRS, the following presentational changes are required to the income statement and balance sheet: (a) Convertible Bond Receivable to show the non-current elements on the face of the balance sheet rather than in a note and (b) Finance Leases where leases previously treated as operating leases under UK GAAP are now presented as Finance Leases under IFRS with a reclassification of costs to finance charges. There is no change to reported income as a result of either change. Earnings per share There is no difference between the earnings per share as calculated under UK GAAP and IFRS, except for the change to the attributable loss for the period. Gresham Computing plc Restatement of financial information under IFRS Group income statement Unaudited Unaudited 6 months ended 12 months ended 30 June 31 December 2004 2004 £'000 £'000 Revenue 6,136 12,398 Cost of goods sold (2,789) (5,796) Trading profit 3,347 6,602 Administrative expenses (4,014) (7,867) Finance income 118 217 Finance costs (10) (19) Loss before tax (559) (1,067) Taxation 0 305 Attributable loss for the period (559) (762) Earnings per share Basic loss per share - pence (1.13) (1.54) Diluted loss per share - pence (1.13) (1.54) Gresham Computing plc Group Balance Sheet Unaudited Unaudited Unaudited At At At 30 June 31 December 1 January 2004 2004 2004 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 1,442 1,400 1,453 Intangible assets 1,156 1,245 1,043 Other receivables 0 0 394 Deferred tax assets 0 0 0 2,598 2,645 2,890 Current assets Trade and other receivables 7,541 7,640 5,907 Cash and cash equivalents 3,411 3,016 4,923 10,952 10,656 10,830 TOTAL ASSETS 13,550 13,301 13,720 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share capital 2,470 2,479 2,464 Share premium account 9,670 9,713 9,639 Foreign currency translation reserve (32) (29) 0 Retained earnings (3,687) (3,875) (3,142) 8,421 8,288 8,961 Non-current liabilities Finance leases 43 40 52 Deferred income 394 268 477 Current liabilities Finance leases 67 61 65 Trade and other payables 4,625 4,644 4,165 Total liabilities 5,129 5,013 4,759 TOTAL EQUITY AND LIABILITIES 13,550 13,301 13,720 At At 30 June 31 December 2004 2004 £'000 £'000 Net cash outflow from operating activities Loss before tax and financing (667) (1,265) Depreciation and amortisation 203 392 Share based payment expense 14 29 Increase in trade and other receivables (1,240) (1,318) Increase in trade payables and provisions 489 241 Cash outflow from operations (1,201) (1,921) Interest paid (10) (19) Net income taxes received / (paid) (26) (40) Net cash outflow from operating activities (36) (59) Cash flows from investing activities Interest received 103 199 Disposal of associated undertaking 0 387 Capital expenditure (361) (512) Disposal of property, plant and equipment 3 0 Net cash (used in) / generated from investing activities (255) 74 Cash flows from financing activities Net proceeds from issue of ordinary share capital 37 89 Decrease in obligations under finance leases (40) (81) Net cash (used in) / generated by financing activities (3) 8 Net decrease in cash and cash equivalents (1,495) (1,898) Cash and cash equivalents at beginning of period 4,923 4,923 Exchange adjustments (17) (9) Cash and cash equivalents at end of period 3,411 3,016 Gresham Computing plc Restatement of financial information under IFRS Group Statement of Recognised Income and Expense Unaudited Unaudited 6 months ended 12 months ended 30 June 31 December 2004 2004 £'000 £'000 Exchange differences on translation of foreign operations (32) (29) Net expense recognised directly in equity (32) (29) Attributable loss for the period (559) (762) Total recognised income and expense for the period (623) (820) Unaudited Share Share Currency Retained Total capital premium translation earnings reserves £'000 £'000 £'000 £'000 £'000 31 December 2003 as orginally stated 2,464 9,639 0 (2,797) 9,306 Changes in accounting policy relating to the 0 0 0 (345) (345) first time adoption of IFRS 1 January 2004 - restated 2,464 9,639 0 (3,142) 8,961 Exchange differences on translation of foreign 0 0 (32) 0 (32) operations Share based expense recognised in the income 0 0 0 14 14 statement Issue of shares 6 31 0 0 37 Attributable loss for the period 0 0 0 (559) (559) At 30 June 2004 2,470 9,670 (32) (3,687) 8,421 Exchange differences on translation of foreign 0 0 3 0 3 operations Share based expense recognised in the income 0 0 0 15 15 statement Issue of shares 9 43 0 0 52 Attributable loss for the period 0 0 0 (203) (203) At 31 December 2004 2,479 9,713 (29) (3,875) 8,288 * The Statement of changes in Equity is not a primary statement but is included here for clarity. It will be presented as a note in the Group's full and interim 2005 financial statements. Gresham Computing plc Restatement of financial information under IFRS Reconciliation of Loss for the period ended 30 June 2004 The changes in accounting policies had the following effect on the loss reported for the period ended 30 June 2004: As reported Accounting under policy changes UK GAAP* under IFRS IFRS £'000 £'000 £'000 Revenue 6,136 0 6,136 Cost of goods sold (2,789) 0 (2,789) Trading profit 3,347 0 3,347 Administrative expenses (3,995) (19) (4,014) Amortisation expense (54) 54 0 Finance income 118 0 118 Finance costs (3) (7) (10) Loss before tax (587) 28 (559) Taxation 0 0 0 Attributable loss for the period (587) 28 (559) * the order and description of items presented as 'reported under UK GAAP' has been adjusted to ease the direct comparison with IFRS presentation Gresham Computing plc Restatement of financial information under IFRS Reconciliation of Loss for the period ended 30 June 2004 Analysis of Accounting Policy Changes Accounting Goodwill Residual Lease Holiday Share Presentational policy amortisation value of incentives pay options changes changes reversal property under IFRS £'000 £'000 £'000 £'000 £'000 £'000 £'000 Revenue 0 0 0 0 0 0 0 Cost of goods 0 0 0 0 0 0 0 sold Trading profit 0 0 0 0 0 0 0 Administrative 0 29 15 (56) (14) 7 (19) expenses Amortisation 54 0 0 0 0 0 54 expense Finance income 0 0 0 0 0 0 0 Finance costs 0 0 0 0 0 (7) (7) Loss before tax 54 29 15 (56) (14) 0 28 Taxation 0 0 0 0 0 0 0 Attributable loss 54 29 15 (56) (14) 0 28 for the period The Accounting Policy Changes are explained in Note 3. Gresham Computing plc Restatement of financial information under IFRS Reconciliation of Profit for the year ended 31 December 2004 The changes in accounting policies had the following effect on the loss reported for the year ended 31 December 2004: As reported Accounting under policy changes UK GAAP* under IFRS IFRS £'000 £'000 £'000 Revenue 12,398 0 12,398 Cost of goods sold (5,796) 0 (5,796) Trading profit 6,602 0 6,602 Administrative expenses (7,904) 37 (7,867) Amortisation expense (108) 108 0 Finance income 217 0 217 Finance costs (5) (14) (19) 0 Loss before tax (1,198) 131 (1,067) Taxation 305 0 305 Attributable loss for the year (893) 131 (762) * the order and description of items presented as 'reported under UK GAAP' has been adjusted to ease the direct comparison with IFRS presentation Gresham Computing plc Restatement of financial information under IFRS Reconciliation of loss for the year ended 31 December 2004 Analysis of Accounting Policy Changes Goodwill Residual Lease Holiday Share Presentational Accounting amortisation value of incentives pay options changes policy changes reversal property under IFRS £'000 £'000 £'000 £'000 £'000 £'000 £'000 Revenue 0 0 0 0 0 0 0 Cost of goods sold 0 0 0 0 0 0 0 Trading profit 0 0 0 0 0 0 0 Administrative expenses 0 58 30 (36) (29) 14 37 Amortisation expense 108 0 0 0 0 0 108 Finance income 0 0 0 0 0 0 0 Finance costs 0 0 0 0 0 (14) (14) Loss before tax 108 58 30 (36) (29) 0 131 Taxation 0 0 0 0 0 0 0 Attributable loss for 108 58 30 (36) (29) 0 131 the year The Accounting Policy Changes are explained in Note 3. Gresham Computing plc Restatement of financial information under IFRS Reconciliation of Balance Sheet and Equity at 1 January 2004 The effect of the changes to the Group's accounting policies on the equity of the Group at the date of transition, 1 January 2004 was as follows: As reported Accounting under policy changes UK GAAP under IFRS IFRS £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 1,336 117 1,453 Intangible assets 1,043 0 1,043 Other receivables 0 394 394 Deferred tax assets 0 0 0 2,379 511 2,890 Current assets Trade and other receivables 6,301 (394) 5,907 Cash and cash equivalents 4,923 0 4,923 11,224 (394) 10,830 TOTAL ASSETS 13,603 117 13,720 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share capital 2,464 0 2,464 Share premium account 9,639 0 9,639 Retained earnings (2,797) (345) (3,142) 9,306 (345) 8,961 Non-current liabilities Finance leases 0 52 52 Deferred income 477 0 477 Current liabilities Finance leases 0 65 65 Trade and other payables 3,820 345 4,165 Total liabilities 4,297 462 4,759 TOTAL EQUITY AND LIABILITIES 13,603 117 13,720 Goodwill Residual Lease Holiday Share Presentational Accounting amortisation value of incentives pay options changes policy changes reversal property under IFRS £'000 £'000 £'000 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 0 0 0 0 0 117 117 Intangible assets 0 0 0 0 0 0 0 Other receivables 0 0 0 0 0 394 394 Deferred tax assets 0 0 0 0 0 0 0 0 0 0 0 0 511 511 Current assets Trade and other receivables 0 0 0 0 0 (394) (394) Cash and cash equivalents 0 0 0 0 0 0 0 0 0 0 0 0 (394) (394) TOTAL ASSETS 0 0 0 0 0 117 117 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share capital 0 0 0 0 0 0 0 Share premium account 0 0 0 0 0 0 0 Retained earnings 0 0 (122) (223) 0 0 (345) 0 0 (122) (223) 0 0 (345) Non-current liabilities Finance leases 0 0 0 0 0 52 52 Deferred income 0 0 0 0 0 0 0 Current liabilities Finance leases 0 0 0 0 0 65 65 Trade and other payables 0 0 122 223 0 0 345 Total liabilities 0 0 122 223 0 117 462 TOTAL EQUITY AND LIABILITIES 0 0 0 0 0 117 117 As reported Accounting under policy changes UK GAAP under IFRS IFRS £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 1,303 139 1,442 Intangible assets 1,102 54 1,156 Other receivables 0 0 0 Deferred tax assets 0 0 0 2,405 193 2,598 Current assets Trade and other receivables 7,541 0 7,541 Cash and cash equivalents 3,411 0 3,411 10,952 0 10,952 TOTAL ASSETS 13,357 193 13,550 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share capital 2,470 0 2,470 Share premium account 9,670 0 9,670 Retained earnings (3,416) (303) (3,719) 8,724 (303) 8,421 Non-current liabilities Finance leases 0 43 43 Deferred income 394 0 394 Current liabilities Finance leases 0 67 67 Trade and other payables 4,239 386 4,625 Total liabilities 4,633 496 5,129 TOTAL EQUITY AND LIABILITIES 13,357 193 13,550 Goodwill Residual Lease Holiday Share Presentational Brought Accounting amortisation value of incentives pay options changes forward policy changes reversal property under IFRS £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and 0 29 0 0 0 110 0 139 equipment Intangible assets 54 0 0 0 0 0 0 54 Other receivables 0 0 0 0 0 0 0 0 Deferred tax assets 0 0 0 0 0 0 0 0 54 29 0 0 0 110 0 193 Current assets Trade and other 0 0 0 0 0 0 0 0 receivables Cash and cash equivalents 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TOTAL ASSETS 54 29 0 0 0 110 0 193 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share 0 0 0 0 0 0 0 0 capital Share premium account 0 0 0 0 0 0 0 0 Retained earnings 54 29 15 (56) 0 0 (345) (303) 54 29 15 (56) 0 0 (345) (303) Non-current liabilities Finance leases 0 0 0 0 0 43 0 43 Deferred income 0 0 0 0 0 0 0 0 Current liabilities Finance leases 0 0 0 0 0 67 0 67 Trade and other payables 0 0 (15) 56 0 0 345 386 Total liabilities 0 0 (15) 56 0 110 345 496 TOTAL EQUITY AND 54 29 0 0 0 110 0 193 LIABILITIES As reported Accounting under policy changes UK GAAP under IFRS IFRS £'000 £'000 £'000 ASSETS Non-current assets Property, plant and equipment 1,241 159 1,400 Intangible assets 1,137 108 1,245 Other receivables 0 0 0 Deferred tax assets 0 0 0 2,378 267 2,645 Current assets Trade and other receivables 7,640 0 7,640 Cash and cash equivalents 3,016 0 3,016 10,656 0 10,656 TOTAL ASSETS 13,034 267 13,301 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share capital 2,479 0 2,479 Share premium account 9,713 0 9,713 Retained earnings (3,719) (185) (3,904) 8,473 (185) 8,288 Non-current liabilities Finance leases 0 40 40 Deferred income 268 0 268 Current liabilities Finance leases 0 61 61 Trade and other payables 4,293 351 4,644 Total liabilities 4,561 452 5,013 TOTAL EQUITY AND LIABILITIES 13,034 267 13,301 Goodwill Residual Lease Holiday Share Presentational Brought Accounting amortisation value of incentives pay options changes forward policy changes reversal property under IFRS £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 ASSETS Non-current assets Property, plant and 0 58 0 0 0 101 0 159 equipment Intangible assets 108 0 0 0 0 0 0 108 Other receivables 0 0 0 0 0 0 0 0 Deferred tax assets 0 0 0 0 0 0 0 0 108 58 0 0 0 101 0 267 Current assets Trade and other 0 0 0 0 0 0 0 0 receivables Cash and cash 0 0 0 0 0 0 0 0 equivalents 0 0 0 0 0 0 0 0 TOTAL ASSETS 108 58 0 0 0 101 0 267 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Called up equity share 0 0 0 0 0 0 0 0 capital Share premium account 0 0 0 0 0 0 0 0 Retained earnings 108 58 30 (36) 0 0 (345) (185) 108 58 30 (36) 0 0 (345) (185) Non-current liabilities Finance leases 0 0 0 0 0 40 0 40 Deferred income 0 0 0 0 0 0 0 0 Current liabilities Finance leases 0 0 0 0 0 61 0 61 Trade and other 0 0 (30) 36 0 0 345 351 payables Total liabilities 0 0 (30) 36 0 101 345 452 TOTAL EQUITY AND 108 58 0 0 0 101 0 267 LIABILITIES This information is provided by RNS The company news service from the London Stock Exchange

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