Adoption of IFRS

TG21 Plc 21 September 2007 21 September 2007 TG21 plc ('TG21', 'the Company' or 'the Group') Adoption of International Financial Reporting Standards ('IFRS') INTRODUCTION As required by the AIM Rules for Companies and European Union Law, the Company will prepare its consolidated financial statements under International Financial Reporting Standards ('IFRS') with effect from 1 January 2007. Previously the Company has applied United Kingdom Generally Accepted Accounting Principles ('UK GAAP'). The first financial statements that will be prepared for the Group under IFRS will be the unaudited interim results for the six months to 30 June 2007 followed by the audited financial statements for the year ending 31 December 2007. These financial statements will include IFRS restated 2006 comparative figures and, consequently, the transition date for the Group's adoption of IFRS is 1 January 2006. The key changes for the Group are: •Non-amortisation of goodwill from 1 January 2006 •Inclusion of a deferred tax charge in respect of the property revaluation as at 1 January 2006 •Reversal of the hindsight adjustment made to goodwill in the year ended 31 December 2006 •Full recognition of the total deferred tax asset arising on decelerated capital allowances at 1 January 2006 •Inclusion of interest rate swap agreements and forward currency contracts in the balance sheets at their fair value •Balance sheet reclassification of computer software and website development costs to intangible assets The net impact of these changes is that for the year ended 31 December 2006 the Group's profit after minority interest increased from £1,000 to £400,000 (EPS up from 0p to 0.49p). This document sets out the following: •A commentary on the key issues arising from the adoption of IFRS •The Group's accounting policies under IFRS •The opening IFRS consolidated balance sheet as at 1 January 2006 for the Group reconciled to the previously published UK GAAP balance sheet at this date •The IFRS balance sheet as at 31 December 2006 for the Group reconciled to the previously published UK GAAP balance sheet at this date •The IFRS consolidated income statement for the six months ended 30 June 2006 reconciled to the previously published UK GAAP consolidated income statement for the same period •The IFRS consolidated income statement for the year ended 31 December 2006 reconciled to the previously published UK GAAP consolidated income statement for the same period Standards currently in issue and adopted by the EU may be subject to change. Additionally, IFRS is currently being applied in the UK and in a large number of other countries almost simultaneously for the first time, and practice is continuing to evolve. Therefore, at this preliminary stage, the full financial effect of reporting under IFRS as it will be applied and reported on in the Group's first IFRS financial statements for the six months ended 30 June 2007 and for the year ended 31 December 2007 may be subject to change. During the assessment of the impact of IFRS on the Group and the preparation of this Press release the Company has consulted with its auditors, but these numbers are unaudited. A copy of this document will be available from the Company's website at www.tg21plc.com. For Further Information: TG21 plc Wilson Jennings 020 8710 4000 Finance Director Hogarth Partnership Limited Barnaby Fry 020 7357 9477 Sarah Richardson Daniel Stewart & Co plc (Nomad) Graham Webster 020 7776 6550 COMMENTARY ON THE KEY ISSUES First time adoption of IFRS (IFRS 1) IFRS 1 requires that IFRS is applied retrospectively to establish the Group's balance sheet at the date of transition, 1 January 2006, unless a permitted exemption is applied. The exemptions adopted by the Group are set out below: •Not to apply IFRS 3 Business Combinations to business combinations that occurred before 1 January 2006 •Under IAS 16 Property, plant and Equipment an entity must adopt either a cost or valuation model for valuing its property, plant and equipment. The Group has elected to use the previous revaluation of its property as deemed cost at the transition date •Not to apply IFRS 2 Share-based Payments to share-based payments granted before 7 November 2002 (Note that under UK GAAP the Group adopted FRS 20 Share-based payments in its financial statements for the year ended 31 December 2006 and no adjustment is required on the adoption of IFRS 2.) Description of IFRS adjustments The following commentary describes the differences between IFRS and UK GAAP that have a material impact on the income or net assets of the Group. The adjustments that result from these differences are set out in the Appendices which contain detailed reconciliations of previously reported results under UK GAAP to restated results under IFRS. Intangible assets (IAS 38) (a) Goodwill Under UK GAAP, goodwill arising on the acquisition of businesses after 22 December 1988 was amortised on a straight line basis over its estimated useful economic life of 10 years. On transition to IFRS on 1 January 2006, amortisation ceased to be charged. Instead annual reviews of goodwill are performed to test for potential impairment. Therefore, although it may be possible to carry goodwill for longer than the normal maximum amortisation period of 20 years under UK GAAP, there is the potential for increased volatility to be introduced to the income statement by way of impairment charges if the forecast cash flows are not sufficient to support the carrying value. Impairment tests have been carried out for goodwill at 1 January 2006 and 31 December 2006 and have shown that there was no impairment. The impact of this on profit before tax for the year ended 31 December 2006 and net assets at 31 December 2006 is an increase of £576,000 due to the reversal of the amortisation charge for that year. Under UK GAAP in 2006 we made a hindsight adjustment to the carrying value of goodwill of £173,000 - no such adjustment is allowed under IFRS and so this has been reversed resulting in a charge of £173,000 in the year to 31 December 2006. (b) Computer software and website development costs Computer software, which is not an integral part of a related item of hardware, and website development costs are required under IFRS to be treated as intangible assets. Under UK GAAP, all such software was included in tangible fixed assets. The amounts reclassified to intangible assets are £439,000 at 1 January 2006 and £352,000 at 31 December 2006 in respect of computer software and £45,000 at both dates in respect of website development costs. In the income statement for the year ended 31 December 2006 the depreciation on these assets will be reclassified as intangible amortisation with no overall impact on reported profits. (c) Research and development Under IAS 38, development costs must be capitalised as intangible assets if they satisfy certain specified criteria. There is no impact of this on the Group's profit before tax for the year ended 31 December 2006 and net assets at 31 December 2006, but the Group's accounting policies have been changed to accommodate the possibility of some development costs being capitalised under IAS 38 in the future. Deferred tax (IAS 12) IAS 12 Income Taxes requires deferred tax to be provided on temporary differences between the tax base and the carrying value of assets and liabilities rather than just taxable timing differences under UK GAAP. As a result, the Group's opening IFRS balance sheet at 1 January 2006 and the balance sheet at 31 December 2006 include an additional deferred tax liability of £626,000 relating to the revaluation of the property which it was anticipated previously would be rolled over into a replacement property. At 31 December 2005 and 31 December 2006, under UK GAAP the Group recognised £100,000 as a deferred tax current asset in respect of decelerated capital allowances being the amount that was estimated would reverse in the following 12 months. The unrecognised deferred tax asset (estimated to fall due after 12 months) was £155,000 at 31 December 2005 and £156,000 at 31 December 2006. This previously unrecognised deferred tax asset in respect of decelerated capital allowances has been recognised in the IFRS financial statements. This has resulted in an increase in the deferred tax asset of £155,000 in the Group's opening IFRS balance sheet at 1 January 2006 which is increased by a further £1,000 in the balance sheet at 31 December 2006. Financial instruments (IAS 39) IAS 39 Financial Instruments: Recognition and Measurement requires all derivative financial instruments to be included in the balance sheet at fair value and contains provisions which restrict the use of hedge accounting. Under UK GAAP estimated fair values were included in the financial statements by way of note only. In the opinion of the directors hedge accounting cannot be applied by the Group in respect of its interest rate swaps and forward exchange rate purchases and consequently changes in fair value have been reported through the income statement. At 1 January 2006 the fair value of the Group's currency and interest swap financial interests result in the creation of a current liability of £24,000 which is increased to £29,000 at 31 December 2006. Cash flow statement There are no material adjustments to the cash flow statement previously presented under UK GAAP arising from identified IFRS adjustments. IFRS ACCOUNTING POLICIES The Group's accounting policies under IFRS are set out below: Basis of preparation The financial statements are prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act, 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of available for sale investments, financial assets and liabilities held for trading. A summary of the more important Group accounting policies is set out below. 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 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 the amount, event or actions, actual results may differ from those estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were: (i) Impairment of goodwill Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the Group to estimate future cash flows expected to arise from the cash generating unit at a suitable discount rate in order to calculate the present value. (ii) Share based payments In determining the fair value of equity settled share based payments and the related charge to the income statement, the Group makes assumptions about future events and market conditions. In particular, judgement must be made as the likely number of shares that will vest, and the fair value of each award granted. The fair value is determined using a valuation model which is dependent on further estimates, including the Group's future dividend policy, employee turnover, the timing with which options will be exercised and the future volatility in the price of the Group's shares. Such assumptions are based on publicly available information and reflect market expectations and advice taken from qualified personnel. Different assumptions about these factors to those made by the Group could materially affect the reported value of share based payments. Basis of consolidation The consolidated income statement and balance sheet include the financial statements of the Company and entities controlled by the Company (its subsidiary undertakings) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. The acquisition of subsidiaries is accounted for using the purchase method. The results of subsidiaries sold or acquired are included in the consolidated income statement up to, or from, the date control passes. Intra-Group sales and profits are eliminated fully on consolidation. Minority interests have been disclosed separately from the Group's profit and shareholders' equity and stated as a separate item. Associates An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Associated undertakings are accounted for using the equity method. The consolidated income statement includes the Group's share of the associates' profits less losses, where appropriate, while the Group's share of the net assets of the associates are shown on the consolidated balance sheet. Any unamortised balance of goodwill is included in the carrying value of the investment in associates. On acquisition, the Group's share of the associates' assets and liabilities are recorded at fair values reflecting their condition at that date. Where these fair values are provisional, adjustments are made where deemed appropriate in the hindsight period which is the first full year after acquisition. Goodwill Goodwill arising on acquisitions prior to 22 December 1998 was written off immediately against reserves. Goodwill arising on acquisitions between 23 December 1998 and 31 December 2005 was capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life of 10 years. From 1 January 2006 goodwill is recognised as an intangible asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and may not be subsequently reversed. Goodwill previously eliminated has not been reinstated on implementation of IAS 38 On disposal of a subsidiary or business, the attributable goodwill is included in the determination of profit or loss on disposal. Turnover Turnover represents amounts invoiced to customers, net of value added tax and trade discounts. Turnover from sales of equipment is recognised on delivery to the customer. Where the sale of equipment includes installation, the turnover is recognised once the installation has been completed. Turnover also includes income from the granting of distribution rights. Turnover is accounted for on the date that the rights transfer to the third party. Taxation Income tax on profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method on any temporary differences between the carrying amounts for financial reporting purposes and those for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities. A deferred tax asset is recognised only to the extent that it is probable that sufficient taxable profit will be available to utilise the temporary difference. Earnings per ordinary share Basic earnings per share ('EPS') is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year. For diluted earnings, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Fixed asset investments Investments in Group undertakings are stated at cost less any provision for impairment. The carrying values of fixed asset investments are reviewed for impairment in periods if events or changes in circumstances indicate the carrying value may not be recoverable. Property, plant and equipment The cost of tangible fixed assets is their purchase price or, in the case of property included at its valuation prior to the adoption of IFRS, the revalued amount is taken as deemed cost. Depreciation is calculated so as to write off the cost or valuation of tangible fixed assets on a straight line basis to their estimated residual values over the expected useful economic lives of the assets concerned. Periodic reviews are made of estimated remaining useful lives and residual values and the depreciation rates applied are: % Freehold buildings 2 Motor vehicles 25 Plant and equipment 20-33 Assets under construction are not depreciated until they come into use. Freehold land is not depreciated. Impairment Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, estimates are made of the cash flows of the cash generating unit to which the asset belongs. Recoverable amount is the higher of fair value, less costs to sell, and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a discount rate appropriate to the specific asset or cash generating unit and by comparing the internal rate of return generated by the cash flows to target return rates established by management. If the recoverable amount of an asset or cash generating unit is estimated to be less that its carrying amount, the carrying value of the asset or cash generating unit is reduced to its recoverable amount. Impairment losses are recognised immediately in the income statement. In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined net of depreciation or amortisation, if that impairment loss had not been recognised. Impairment losses in respect of goodwill are not reversed. Intangible assets Software, trademarks and patents which can be separately identified are capitalised as intangible assets at cost of acquisition and amortised over their estimated useful economic lives of between 3 and 20 years. Intangible assets acquired as part of a business combination are stated in the balance sheet at their fair value at the date of acquisition and amortised over their estimated useful lives. Research and development Expenditure on research is written off in the period in which it is incurred. Development expenditure is capitalised where it relates to a specific project where technical feasibility has been established, adequate technical, financial and other resources exist to complete the project, the expenditure attributable to the project can be measured reliably and overall project profitability is reasonably certain. In this case, it is recognised as an intangible asset and amortised over its useful economic life. All other development expenditure is recognised as an expense in the period in which it is incurred. Inventories Stock is stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Where necessary, provision is made for obsolete, slow moving and defective stocks. Work in progress is valued at the cost of work completed on contracts in hand, net of provisions. Cash and cash equivalents Cash and cash equivalents comprises cash balances and call deposits with maturity of less than or equal to three months. Financial instruments Derivative financial instruments The Group's activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. These financial instruments are included in the balance sheet as assets or liabilities at their fair values. The Group does not use derivative financial instruments for speculative purposes but its financial instruments do not qualify for hedge accounting and consequently changes in their fair values are recognised in the income statement as they arise. Bank borrowings Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Direct issue costs are amortised over the period of the bank facility, other finance charges including interest are accounted for on an accrual basis in the income statement in the period in which they are incurred. Trade receivables and trade payables Trade receivables and trade payables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable trade receivables are recognised in the income statement when there is objective evidence that the asset is impaired. Leasing and hire purchase commitments Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset are passed to the Group, and hire purchase contracts are capitalised in the balance sheet and are depreciated over their useful lives. The capital elements of future obligations under leases and hire purchase contracts are included as liabilities in the balance sheet. The interest elements of the rental obligations are charged in the income statement over the duration of the leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments outstanding. Rentals payable under operating leases are charged in the income statement on a straight line basis over the lease term. Pensions The Group operates a defined contribution scheme. The pension cost charge to the income statement is the contributions payable to the pension scheme for the period. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction or at the contracted rate if the transaction is covered by a forward currency contract. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date or if appropriate at the forward contract rate. All differences are taken to the income statement. Share- based payments Share options granted after 7 November 2002 are measured at their fair value at the date of grant using a Black Scholes model. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based upon the Group's estimate of participants eligible to receive shares at the point of vesting. Impact of standards not yet effective The International Accounting Standards Board has issued a number of international financial reporting standards which are effective for future accounting periods of the Group. The directors do not anticipate that the adoption of any of these would make a material impact on these financial statements. Appendices APPENDIX 1 IFRS RECONCILIATION IFRS Transition date consolidated balance sheet as at 1 January 2006 UK GAAP in IAS IAS IAS 12 IAS 12 IAS 39 Restated 38 12 Deferred Deferred Under IFRS format Reclassifica Reclassifica tax asset full tax on Financial IFRS -tion -tion provision revaluation Ins- of of surplus truments intangible Income assets taxes £'000 £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Goodwill 4,850 - - - - - 4,850 Other intangible - 484 - - - - 484 assets Property, plant 4,645 (484) - - - - 4,161 and equipment Deferred tax - - 100 155 - - 255 asset 9,495 - 100 155 - - 9,750 ---------------- -------- -------- -------- -------- -------- -------- -------- Current assets Inventories 3,799 - - - - - 3,799 Trade and other 6,771 - (100) - - - 6,671 receivables Cash and cash equivalents 1,525 - - - - - 1,525 ---------------- -------- -------- -------- -------- -------- -------- -------- 12,095 - (100) - - - 11,995 ---------------- -------- -------- -------- -------- -------- -------- -------- Total assets 21,590 - - 155 - - 21,745 Current liabilities Trade and other (6,856) - - - - - (6,856) payables Tax liabilities (159) - - - - - (159) Bank overdrafts (1,850) - - - - - (1,850) and loans Derivative financial instruments - - - - - (24) (24) ---------------- -------- -------- -------- -------- -------- -------- -------- (8,865) - - - - (24) (8,889) ---------------- -------- -------- -------- -------- -------- -------- -------- Net current assets 3,230 - (100) - - (24) 3,106 Non-current liabilities Bank loans (3,468) - - - - - (3,468) Deferred tax liabilities - - - - (626) - (626) ---------------- -------- -------- -------- -------- -------- -------- -------- (3,468) - - - (626) - (4,094) --------------- -------- -------- -------- -------- -------- -------- -------- Total liabilities (12,333) - - - (626) (24) (12,983) ---------------- -------- -------- -------- -------- -------- -------- -------- Net assets 9,257 - - 155 (626) (24) 8,762 ================ ======== ======== ======== ======== ======== ======== ======== Equity Share capital 8,169 - - - - - 8,169 Share premium 12,110 - - - - - 12,110 account Other reserve 43 - - - - - 43 Revaluation 1,378 - - - - - 1,378 reserve Retained earnings (12,665) - - 155 (626) (24) (13,160) ---------------- -------- -------- -------- -------- -------- -------- -------- Equity 9,035 - - 155 (626) (24) 8,540 attributable to shareholders Minority interest 222 - - - - - 222 in equity ---------------- -------- -------- -------- -------- -------- -------- -------- Total equity 9,257 - - 155 (626) (24) 8,762 ================ ======== ======== ======== ======== ======== ======== ======== APPENDIX 2A IFRS RECONCILIATION Consolidated balance sheet as at 31 December 2006 - Net assets UK GAAP in IAS 38 IAS 38 IAS 38 IAS 12 IAS 12 IAS 12 IAS 39 Restated IFRS format Reclass- Reversal Reversal Reclass- Deferred Deferred Financial Under ification of Good- of hind- ification tax asset tax on re- instru- IFRS of intang- will sight of income full prov- valuation ments ible Amortis- adjust- taxes ision surplus assets ation ment -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Non-current assets Goodwill 4,447 - 576 (173) - - - - 4,850 Other - 397 - - - - - - 397 intangible assets Property, plant 4,600 (397) - - - - - - 4,203 and equipment Deferred tax - - - - 100 156 - - 256 asset -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- 9,047 - 576 (173) 100 156 - - 9,706 -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Current assets Inventories 3,114 - - - - - - - 3,114 Trade and other 4,662 - - (100) - - - 4,562 receivables Cash and cash 745 - - - - - - - 745 equivalents -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- 8,521 - - - (100) - - - 8,421 -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Total assets 17,568 - 576 (173) - 156 - - 18,127 Current liabilities Trade and other (4,302) - - - - - - - (4,302) payables Tax liabilities - - - - - - - - - Bank overdrafts (2,032) - - - - - - - (2,032) and loans Derivative - - - - - - - (29) (29) financial instruments -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- (6,334) - - - - - (29) (6,363) -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Net current 2,187 - - - (100) - - (29) 2,058 assets Non-current liabilities Bank loans (1,989) - - - - - - - (1,989) Deferred tax - - - - - - (626) - (626) liabilities -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- (1,989) - - - - - (626) - (2,615) -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Total (8,323) - - - - - (626) (29) (8,978) liabilities -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Net assets 9,245 - 576 (173) - 156 (626) (29) 9,149 ============== ======== ========= ======== ======== ========= ======== ======== ======== ======== APPENDIX 2B IFRS RECONCILIATION Consolidated balance sheet as at 31 December 2006 - Equity UK GAAP in IAS 38 IAS 38 IAS 38 IAS 12 IAS 12 IAS 12 IAS 39 Restated IFRS Reclass- Reversal Reversal Reclass- Deferred Deferred Financial Under format ification of Good of hind- ification asset on re- instru- IFRS of intang- will sight of income full valuation ments able Amort- adjust- taxes provision surplus assets isation ment £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Equity Share capital 8,169 - - - - - - - 8,169 Share premium 3,387 - - - - - - - 3,387 account Special reserve 1,206 - - - - - - - 1,206 Other reserve 43 - - - - - - - 43 Revaluation 1,350 - - - - - - - 1,350 reserve Retained (4,954) - 576 (173) - 156 (626) (29) (5,050) earnings -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Equity attributable to shareholders 9,201 - 576 (173) - 156 (626) (29) 9,105 Minority 44 - - - - - - - 44 interest in equity -------------- -------- --------- -------- -------- --------- -------- -------- -------- -------- Total equity 9,245 - 576 (173) - 156 (626) (29) 9,149 ============== ======== ========= ======== ======== ========= ======== ======== ======== ======== APPENDIX 3 IFRS RECONCILIATION Consolidated income statement for the six months ended 30 June 2006 UK GAAP in IAS 38 IAS 38 IAS 39 Restated IFRS Reversal Hind- Financial Under format of Good- sight Instru- IFRS will adjust- ments amort- ment isation £'000 £'000 £'000 £'000 £'000 Continuing operations Revenue 17,403 - - - 17,403 Cost of sales (11,105) - - - (11,105) ---------------- -------- -------- -------- -------- -------- Gross profit 6,298 - - - 6,298 Administrative expenses (6,032) 288 (173) - (5,917) ---------------- -------- -------- -------- -------- -------- Group operating profit 266 288 (173) - 381 Share of operating loss in - - - - - associate ---------------- -------- -------- -------- -------- -------- Profit from operations 266 288 (173) - 381 Finance costs (234) - - (3) (237) ---------------- -------- -------- -------- -------- -------- Profit before tax 32 288 (173) (3) 144 Tax - - - - - ---------------- -------- -------- -------- -------- -------- Profit for the period 32 288 (173) (3) 144 ================ ======== ======== ======== ======== ======== Profit attributable to 15 - - - 15 minority interest Profit attributable to equity 17 288 (173) (3) 129 shareholders ---------------- -------- -------- -------- -------- -------- 32 288 (173) (3) 144 ================ ======== ======== ======== ======== ======== APPENDIX 4 IFRS RECONCILIATION Consolidated income statement for the year ended 31 December 2006 UK GAAP in IAS 38 IAS 38 IAS 12 IAS 39 Restated IFRS Reversal Hind- Deferred Financial Under format of Good- sight asset Instru- IFRS will adjust- full ments amort- ment pro- isation vision £'000 £'000 £'000 £'000 £'000 £'000 Continuing operations Revenue 31,228 - - - - 31,228 Cost of sales (19,310) - - - - (19,310) ---------------- -------- -------- -------- -------- -------- -------- Gross profit 11,918 - - - - 11,918 Administrative (11,403) 576 (173) - - (11,000) expenses ---------------- -------- -------- -------- -------- -------- -------- Group operating 515 576 (173) - - 918 profit Share of operating (60) - - - - (60) loss in associate ---------------- -------- -------- -------- -------- -------- -------- Profit from 455 576 (173) - - 858 operations Finance costs (427) - - - (5) (432) ---------------- -------- -------- -------- -------- -------- -------- Profit before tax 28 576 (173) - (5) 426 Tax - - - 1 - 1 ---------------- -------- -------- -------- -------- -------- -------- Profit for the period 28 576 (173) 1 (5) 427 ================ ======== ======== ======== ======== ======== ======== Profit attributable to minority interest 27 - - - - 27 Profit attributable to equity shareholders 1 576 (173) 1 (5) 400 ---------------- -------- -------- -------- -------- -------- -------- 28 576 (173) 1 (5) 427 ================ ======== ======== ======== ======== ======== ======== This information is provided by RNS The company news service from the London Stock Exchange

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