UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State of Incorporation) | (Commission File Number) | (IRS employer identification no.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On October 11, 2022, Intelligent Bio Solutions Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial Form 8-K”) reporting, among other things, the completion of its acquisition of Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales, pursuant to that certain Share Exchange Agreement, dated as of October 4, 2022, by and among IFP, the holders of all of the issued shares in the capital of IFP (the “Sellers”), and the Sellers’ representatives named therein.
The sole purpose of this Amendment No. 1 to Current Report on Form 8-K/A is to amend Item 9.01 of the Initial Form 8-K in order to include the financial statements and pro forma financial information required by Item 9.01, which were excluded from the Initial Form 8-K in accordance with the provisions of that item and which are filed as exhibits hereto. All other items in the Initial Form 8-K remain the same.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The historical audited financial statements of Intelligent Fingerprinting Limited as of December 31, 2020, and December 31, 2021, and the related notes thereto in accordance with IFRS, and the report of accounting firm thereon are filed as exhibits 99.2 to this Current Report on Form 8-K/A and incorporated by reference.
(b) Pro forma Financial Information.
The following unaudited pro forma financial information of the Company is filed as Exhibit 99.3 to this Current Report on Form 8-K/A
| ● | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022 | |
| ● | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended June 30, 2022 | |
| ● | Unaudited Pro Forma Condensed Combined Statement of Operations for the three-month ended September 30, 2022 | |
| ● | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 8, 2022 | ||
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
Exhibit 23.1
INTELLIGENT BIO SOLUTIONS INC.
The Directors
L35, T1/100 Barangaroo Ave,
Barangaroo NSW 2000
Dear Directors,
We hereby consent to the inclusion in FORM 8-K/A of our audit report dated December 7, 2022 relating to the financial statements of Intelligent Fingerprinting Limited as of December 31, 2021 and 2020 and for the years then ended. We also consent to the reference to our Firm “UHY Haines Norton” under Exhibit 23.1 in such Form 8-K/A.
| /s/ UHY Haines Norton | |
| Sydney, New South Wales | |
| 7 December 2022 |
Exhibit 99.2
INTELLIGENT FINGERPRINTING LIMITED
ANNUAL REPORTS AND FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2020 AND 2021
AND
INDEPENDENT AUDITORS’ REPORT
Company registration number 06409298 (England and Wales)
INTELLIGENT FINGERPRINTING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
INTELLIGENT FINGERPRINTING LIMITED
COMPANY INFORMATION
| Directors | D Ball |
| D M Dougherty | |
| P J Hand | |
| D Jenkins (Appointed 29 January 2022) | |
| Dr M Johns | |
| J R Polden | |
| Professor D A Russell | |
| Company number | 06409298 |
| Registered office | 14-17 Evolution Business Park |
| Milton Road | |
| Cambridge | |
| CB24 9NG | |
| Auditor | UHY Haines Norton |
| Level 11, 1 York Street | |
| Sydney | |
| New South Wales, 2000 | |
| Australia |
INTELLIGENT FINGERPRINTING LIMITED
CONTENTS
INTELLIGENT FINGERPRINTING LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their annual report and financial statements for the year ended 31 December 2021.
Principal activities
The principal activity of the company continued to be that of the development of non-invasive, fingerprint-based diagnostic technology for use at point-of-care.
Results and dividends
The results for the year are set out on page 4.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
| D Ball | |
| D M Dougherty | |
| P J Hand | |
| D Jenkins | (Appointed 29 January 2022) |
| Dr M Johns | |
| J R Polden | |
| Professor D A Russell | |
| R J Anthony | (Resigned 24 September 2021) |
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:
| ● | properly select and apply accounting policies; | |
| ● | present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; | |
| ● | provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and | |
| ● | make an assessment of the company’s ability to continue as a going concern. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
| -1- |
INTELLIGENT FINGERPRINTING LIMITED
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms that:
| ● | so far as the director is aware, there is no relevant audit information of which the company’s auditor is unaware, and | |
| ● | the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company’s auditor is aware of that information. |
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
On behalf of the board
| /s/ P J Hand | |
| Director |
| Date: | 7 December 2022 |
| -2- |
INTELLIGENT FINGERPRINTING LIMITED
TO THE MEMBERS OF INTELLIGENT FINGERPRINTING LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Intelligent Fingerprinting Limited
Opinion on the Financial Statements
We have audited the accompanying statement of financial position of Intelligent Fingerprinting Limited (referred to as the “Company”) as of December 31, 2021 and 2020, and the related statements of comprehensive income, changes in equity, and cash flows for each of the years in the two year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of their operations and their cash flows for each of the years in the two year period ended December 31, 2021, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ UHY Haines Norton | |
| We have served as the Company’s auditor since 2022. | |
| Sydney, New South Wales | |
| 7 December 2022 |
| F-3 |
INTELLIGENT FINGERPRINTING LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
| 2021 | 2020 | |||||||||
| Notes | £ | £ | ||||||||
| Revenue | 3 | 1,043,546 | 957,452 | |||||||
| Cost of sales | (264,863 | ) | (344,572 | ) | ||||||
| Gross profit | 778,683 | 612,880 | ||||||||
| Other operating income | 3 | 788,131 | 375,566 | |||||||
| Amortisation and depreciation | (245,404 | ) | (275,211 | ) | ||||||
| Employment costs | (1,799,124 | ) | (1,529,826 | ) | ||||||
| Research and development costs | (398,163 | ) | (400,126 | ) | ||||||
| Sales and marketing costs | (192,016 | ) | (286,824 | ) | ||||||
| Administrative expenses | (282,406 | ) | (332,188 | ) | ||||||
| Operating loss | 4 | (1,350,299 | ) | (1,835,729 | ) | |||||
| Investment revenues | 6 | 219 | 328 | |||||||
| Finance costs | 7 | (150,644 | ) | (107,518 | ) | |||||
| Loss before taxation | (1,500,724 | ) | (1,942,919 | ) | ||||||
| Income tax expense | 8 | - | - | |||||||
| Loss and total comprehensive income for the year | (1,500,724 | ) | (1,942,919 | ) | ||||||
The notes on pages 9 to 28 form part of these financial statements.
| F-4 |
INTELLIGENT FINGERPRINTING LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
| 2021 | 2020 | |||||||||
| Notes | £ | £ | ||||||||
| Non-current assets | ||||||||||
| Intangible assets | 9 | 779,008 | 782,369 | |||||||
| Property, plant and equipment | 10 | 91,073 | 151,003 | |||||||
| Right-of-use assets | 10 | 412,268 | 414,895 | |||||||
| 1,282,349 | 1,348,267 | |||||||||
| Current assets | ||||||||||
| Inventories | 11 | 862,343 | 307,948 | |||||||
| Trade and other receivables | 12 | 485,006 | 489,020 | |||||||
| Cash and cash equivalents | 446,764 | 1,094,188 | ||||||||
| 1,794,113 | 1,891,156 | |||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 18 | 636,878 | 551,852 | |||||||
| Borrowings | 14 | 740,241 | - | |||||||
| Convertible loan notes | 16 | 1,115,991 | - | |||||||
| Lease liabilities | 19 | 96,440 | 102,887 | |||||||
| 2,589,550 | 654,739 | |||||||||
| Net current (liabilities)/assets | (795,437 | ) | 1,236,417 | |||||||
| Non-current liabilities | ||||||||||
| Borrowings | 14 | - | 696,418 | |||||||
| Lease liabilities | 19 | 457,011 | 466,984 | |||||||
| 457,011 | 1,163,402 | |||||||||
| Net assets | 29,901 | 1,421,282 | ||||||||
| Equity | ||||||||||
| Called up share capital | 21 | 4,670 | 4,670 | |||||||
| Share premium account | 22 | 20,317,032 | 20,317,032 | |||||||
| Share based payment reserve | 180,402 | 71,059 | ||||||||
| Retained earnings | (20,472,203 | ) | (18,971,479 | ) | ||||||
| Total equity | 29,901 | 1,421,282 | ||||||||
The notes on pages 9 to 28 form part of these financial statements.
| F-5 |
INTELLIGENT FINGERPRINTING LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2021
The financial statements were approved by the board of directors and authorised for issue on 7 December 2022 and are signed on its behalf by:
| /s/ P J Hand | |
| Director |
Company registration number 06409298
| F-6 |
INTELLIGENT FINGERPRINTING LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
| Share Share based | |||||||||||||||||||||||
| Share | premium | payment | Retained | ||||||||||||||||||||
| capital | account | reserve | earnings | Total | |||||||||||||||||||
| Notes | £ | £ | £ | £ | £ | ||||||||||||||||||
| Balance at 1 January 2020 | 1,573 | 17,999,248 | 12,751 | (17,028,560 | ) | 985,012 | |||||||||||||||||
| Year ended 31 December 2020: | |||||||||||||||||||||||
| Loss and total comprehensive income for the year | - | - | - | (1,942,919 | ) | (1,942,919 | ) | ||||||||||||||||
| Transactions with owners in their capacity as owners: | |||||||||||||||||||||||
| Issue of share capital | 21 | 3,097 | 2,317,784 | - | - | 2,320,881 | |||||||||||||||||
| Share based payments | 23 | - | - | 58,308 | - | 58,308 | |||||||||||||||||
| Balance at 31 December 2020 | 4,670 | 20,317,032 | 71,059 | (18,971,479 | ) | 1,421,282 | |||||||||||||||||
| Year ended 31 December 2021: | |||||||||||||||||||||||
| Loss and total comprehensive income for the year | - | - | - | (1,500,724 | ) | (1,500,724 | ) | ||||||||||||||||
| Transactions with owners in their capacity as owners: | |||||||||||||||||||||||
| Share based payments | 23 | - | - | 109,343 | - | 109,343 | |||||||||||||||||
| Balance at 31 December 2021 | 4,670 | 20,317,032 | 180,402 | (20,472,203 | ) | 29,901 | |||||||||||||||||
The notes on pages 9 to 28 form part of these financial statements.
| F-7 |
INTELLIGENT FINGERPRINTING LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2021
| 2021 | 2020 | ||||||||||||||||||
| Notes | £ | £ | £ | £ | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||||
| Cash absorbed by operations | 30 | (1,460,907 | ) | (1,368,765 | ) | ||||||||||||||
| Interest paid | (107,553 | ) | (107,518 | ) | |||||||||||||||
| Net cash outflow from operating activities | (1,568,460 | ) | (1,476,283 | ) | |||||||||||||||
| Investing activities | |||||||||||||||||||
| Purchase of intangible assets | (49,807 | ) | (140,838 | ) | |||||||||||||||
| Proceeds from disposal of intangibles | - | 10,653 | |||||||||||||||||
| Purchase of property, plant and equipment | (29,674 | ) | (15,287 | ) | |||||||||||||||
| Proceeds from disposal of property, plant and equipment | - | 2,720 | |||||||||||||||||
| Interest received | 219 | 328 | |||||||||||||||||
| Net cash used in investing activities | (79,262 | ) | (142,424 | ) | |||||||||||||||
| Financing activities | |||||||||||||||||||
| Proceeds from issue of shares | - | 2,320,881 | |||||||||||||||||
| Issue of convertible loans | 1,072,900 | - | |||||||||||||||||
| Repayment of borrowings | 43,823 | 10,278 | |||||||||||||||||
| Payment of lease liabilities | (116,425 | ) | (94,063 | ) | |||||||||||||||
| Net cash generated from financing activities | 1,000,298 | 2,237,096 | |||||||||||||||||
| Net (decrease)/increase in cash and cash equivalents | (647,424 | ) | 618,389 | ||||||||||||||||
| Cash and cash equivalents at beginning of year | 1,094,188 | 475,799 | |||||||||||||||||
| Cash and cash equivalents at end of year | 446,764 | 1,094,188 | |||||||||||||||||
The notes on pages 9 to 28 form part of these financial statements.
| F-8 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
| 1 | Accounting policies |
Company information
Intelligent Fingerprinting Limited is a private company limited by shares incorporated in England and Wales. The registered office is 14-17 Evolution Business Park, Milton Road, Cambridge, CB24 9NG. The company’s principal activities and nature of its operations are disclosed in the directors’ report.
| 1.1 | Accounting convention |
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
| 1.2 | Going concern |
As at 31 December 2021 the company continues to be loss making and reliant on further fundraising in order to meet its liabilities as they fall due. Subsequent to the year end, as explained in note 28, the company was acquired by Intelligent Bio Solutions Inc. (formerly known as GBS Inc.). The directors have at the time of approving the financial statements, a reasonable expectation that the parent company will provide sufficient funds to allow the company to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
| 1.3 | Revenue |
Revenue relates to the sale of readers, cartridges and accessories. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
| 1.4 | Intangible assets other than goodwill |
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
| Patents and licences | 5% straight line |
| 1.5 | Property, plant and equipment |
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
| Leasehold improvements | Straight line over period of the lease |
| Office equipment | 25% - 50% straight line |
| Computers | 33% straight line |
| Right-of-use asset | Straight line over period of the lease |
| F-9 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 1 | Accounting policies | (Continued) |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Right-of-use assets consist of a lease of an office which is carried under the cost model. Right-of-use assets are depreciated over the shorter the lease term and the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.
| 1.6 | Impairment of tangible and intangible assets |
At each reporting end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount 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, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
| 1.7 | Inventories |
Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, other costs that have been incurred in bringing the inventories to their present location and condition.
Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
| 1.8 | Cash and cash equivalents |
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short- term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
| 1.9 | Financial assets |
Financial assets are recognised in the company’s statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
| F-10 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 1 | Accounting policies | (Continued) |
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
| 1.10 | Financial liabilities |
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either ‘financial liabilities at fair value through profit or loss’ or ‘other financial liabilities’.
Other financial liabilities
Other financial liabilities, including borrowings, lease liabilities, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
| 1.11 | Compound instruments |
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non- convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
| 1.12 | Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
| F-11 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 1 | Accounting policies | (Continued) |
| 1.13 | Income tax |
The Company is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognises liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Company considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
| 1.14 | Employee benefits |
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
| 1.15 | Retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
| 1.16 | Share-based payments |
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
| 1.17 | Leases |
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
| F-12 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 1 | Accounting policies | (Continued) |
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company’s incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company’s estimate of the amount expected to be payable under a residual value guarantee; or the company’s assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
| 1.18 | Grants |
Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
| 2 | Critical accounting estimates and judgements |
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Critical judgements
| F-13 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 2 | Critical accounting estimates and judgements | (Continued) |
Market rate on convertible debt
As explained in note 16, the net proceeds from convertible loan notes issued in the year have not been split into a financial liability and an equity component because the directors consider the market rate of similar non- convertible debt to be indeterminate, given that the company has not been able to raise bank financing. Consequently, all proceeds are recorded as a financial liability held at amortised cost amounting to £1,115,991 at 31 December 2021.
Accounting for compound financial instruments
The Company’s accounting for compound financial instruments involve significant estimates and judgements, including the determination of an applicable market interest rate for pure debt instruments in determining the equity component, if any, of issued instruments.
| 3 | Revenue |
2021 | 2020 | |||||||
| £ | £ | |||||||
| Revenue analysed by class of business | ||||||||
| Sales of goods - recognised at a point in time | 1,043,546 | 957,452 | ||||||
| Sales of goods – cartridges | 432,436 | 419,694 | ||||||
| Sales of goods – readers | 430,034 | 449,699 | ||||||
| Other sales | 181,076 | 88,059 | ||||||
| 1,043,546 | 957,452 | |||||||
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Revenue analysed by geographical market | ||||||||
| United Kingdom | 857,473 | 716,418 | ||||||
| United States | 67,250 | 10,362 | ||||||
| Rest of World | 118,823 | 230,672 | ||||||
| 1,043,546 | 957,452 | |||||||
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Other income | ||||||||
| Grants received | 788,131 | 375,566 | ||||||
Grants received include Research and Development Expenditure Credits (RDEC) of £276,158 (2020:£306,200). RDEC is a taxable credit on the amount of qualifying research and development expenditure payable as cash and has been accrued in relation to qualifying research and development expenditure incurred in the year. All conditions with respect to the grants have been met at the balance sheet date.
During the year, £10,179 (2020: £19,366) of government grants were received in respect of the Coronavirus Job Retention Scheme. The grants allow the company to put staff on temporary leave (‘furlough’) and claim 80% of the employee’s payroll costs from the government. The grants have been recognised on a straight-line basis over the period of furlough and are included within grants received. All conditions with respect to the grants have been met at the balance sheet date.
During the year, £501,794 (2020: £50,000) of grants were received in respect of temporary funding for ideas to address COVID-19. The grants were in relation to Point of Care diagnostics for the rapid detection of the COVID- 19 virus. The grants have been recognised over the period of expenditure and are included within grants received. All conditions with respect to the grants have been met at the balance sheet date.
| F-14 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 4 | Operating loss |
2021 | 2020 | |||||||
| £ | £ | |||||||
| Operating loss for the year is stated after charging/(crediting): | ||||||||
| Exchange losses/(gains) | 8,581 | (26,349 | ) | |||||
| Research and development costs | 398,163 | 400,126 | ||||||
| Government grants | (788,131 | ) | (375,566 | ) | ||||
| Fees payable to the company’s auditor for the audit of the company’s financial statements | 5,000 | 6,400 | ||||||
| Depreciation of property, plant and equipment | 89,604 | 137,297 | ||||||
| Depreciation of right of use assets | 102,632 | 88,906 | ||||||
| Amortisation of intangible assets (included within administrative expenses) | 53,168 | 49,009 | ||||||
| Cost of inventories recognised as an expense | 264,863 | 344,571 | ||||||
| Share-based payments | 109,343 | 58,308 | ||||||
| 5 | Employees |
The average monthly number of persons (including directors) employed by the company during the year was:
| 2021 Number | 2020 Number | |||||||
| 37 | 32 | |||||||
Their aggregate remuneration comprised:
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Wages and salaries | 1,433,549 | 1,246,291 | ||||||
| Social security costs | 150,843 | 131,133 | ||||||
| Pension costs | 62,858 | 53,983 | ||||||
| Share based payments | 109,343 | 58,308 | ||||||
| 1,756,593 | 1,489,715 | |||||||
| 6 | Investment income |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Interest income | ||||||||
| Financial instruments measured at amortised cost: | ||||||||
| Bank deposits | 219 | 328 | ||||||
Income above relates to assets held at amortised cost, unless stated otherwise.
| F-15 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 7 | Finance costs |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Interest on convertible loan notes | 43,091 | - | ||||||
| Interest on lease liabilities | 72,160 | 55,937 | ||||||
| Other interest payable | 35,393 | 51,581 | ||||||
| Total interest expense | 150,644 | 107,518 | ||||||
| 8 | Income tax expense |
The charge for the year can be reconciled to the loss per the income statement as follows:
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Loss before taxation | (1,500,724 | ) | (1,942,919 | ) | ||||
| Expected tax credit based on a corporation tax rate of 19.00% (2020: 19.00%) | (285,138 | ) | (369,155 | ) | ||||
| Effect of expenses not deductible in determining taxable profit | 32,449 | 21,370 | ||||||
| Income not taxable | (52,470 | ) | (58,178 | ) | ||||
| Unutilised tax losses carried forward | 485,802 | 699,151 | ||||||
| Permanent capital allowances in excess of depreciation | (191,886 | ) | (315,157 | ) | ||||
| Other non-reversing timing differences | 11,243 | 21,969 | ||||||
| Taxation charge for the year | - | - | ||||||
At the year end, the company had tax losses of £12,957,387 (2020: £12,078,025) available to offset against future profits. No provision has been made for the deferred tax asset arising on unutilised corporation tax losses as the timing of their future reversal is uncertain.
| F-16 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 9 | Intangible assets |
| Patents & licences | ||||
| £ | ||||
| Cost | ||||
| At 1 January 2020 | 900,700 | |||
| Additions | 140,838 | |||
| Disposals | (11,358 | ) | ||
| At 31 December 2020 | 1,030,180 | |||
| Additions | 49,807 | |||
| At 31 December 2021 | 1,079,987 | |||
| Amortisation and impairment | ||||
| At 1 January 2020 | 199,507 | |||
| Charge for the year | 49,009 | |||
| Eliminated on disposals | (705 | ) | ||
| At 31 December 2020 | 247,811 | |||
| Charge for the year | 53,168 | |||
| At 31 December 2021 | 300,979 | |||
| Carrying amount | ||||
| At 31 December 2021 | 779,008 | |||
| At 31 December 2020 | 782,369 | |||
| At 31 December 2019 | 701,193 | |||
Intangible assets primarily comprise legal and other relates expenses incurred for the registration of patents in various jurisdictions across the Company’s products. The remaining amortisation period of these assets is a reflection of their 20 year useful life.
| 10 | Property, plant and equipment |
| Leasehold improvements | Office equipment | Computers | Right-of-use asset | Total | ||||||||||||||||
| £ | £ | £ | £ | £ | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At 1 January 2020 | 44,022 | 950,064 | 57,839 | 889,060 | 1,940,985 | |||||||||||||||
| Additions | - | 15,287 | - | - | 15,287 | |||||||||||||||
| Disposals | - | (86,691 | ) | - | - | (86,691 | ) | |||||||||||||
| At 31 December 2020 | 44,022 | 878,660 | 57,839 | 889,060 | 1,869,581 | |||||||||||||||
| Additions | 3,268 | 26,406 | - | 100,005 | 129,679 | |||||||||||||||
| At 31 December 2021 | 47,290 | 905,066 | 57,839 | 989,065 | 1,999,260 | |||||||||||||||
| F-17 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 10 | Property, plant and equipment | (Continued) |
| Leasehold improvements | Office equipment | Computers | Right-of-use asset | Total | ||||||||||||||||
| £ | £ | £ | £ | £ | ||||||||||||||||
| Accumulated depreciation and impairment | ||||||||||||||||||||
| At 1 January 2020 | 19,117 | 701,061 | 56,014 | 385,259 | 1,161,451 | |||||||||||||||
| Charge for the year | 4,327 | 131,342 | 1,628 | 88,906 | 226,203 | |||||||||||||||
| Eliminated on disposal | - | (83,971 | ) | - | - | (83,971 | ) | |||||||||||||
| At 31 December 2020 | 23,444 | 748,432 | 57,642 | 474,165 | 1,303,683 | |||||||||||||||
| Charge for the year | 4,463 | 84,944 | 197 | 102,632 | 192,236 | |||||||||||||||
| At 31 December 2021 | 27,907 | 833,376 | 57,839 | 576,797 | 1,495,919 | |||||||||||||||
| Carrying amount analysed between owned assets and right-of-use assets At 31 December 2021 | ||||||||||||||||||||
| Owned assets | 19,383 | 71,690 | - | - | 91,073 | |||||||||||||||
| Right-of-use assets | - | - | - | 412,268 | 412,268 | |||||||||||||||
| 19,383 | 71,690 | - | 412,268 | 503,341 | ||||||||||||||||
| At 31 December 2020 | ||||||||||||||||||||
| Owned assets | 20,578 | 130,228 | 197 | - | 151,003 | |||||||||||||||
| Right-of-use assets | - | - | - | 414,895 | 414,895 | |||||||||||||||
| 20,578 | 130,228 | 197 | 414,895 | 565,898 | ||||||||||||||||
| 11 | Inventories |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Work in progress | 733,494 | 287,218 | ||||||
| Finished goods | 128,849 | 20,730 | ||||||
| 862,343 | 307,948 | |||||||
| 12 | Trade and other receivables |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Trade receivables | 81,512 | 31,863 | ||||||
| VAT recoverable | 13,820 | 15,514 | ||||||
| Other receivables | 317,825 | 347,867 | ||||||
| Prepayments | 71,849 | 93,776 | ||||||
| 485,006 | 489,020 | |||||||
Other receivables include research and development tax credits of £276,158 (2020: £306,200).
| F-18 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 13 | Trade receivables - credit risk |
Fair value of trade receivables
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
| 2021 | Days overdue Current | 0-30 | 31-60 | 61-90 | 90+ | Total | ||||||||||||||||||
| £ | £ | £ | £ | £ | £ | |||||||||||||||||||
| Expected credit loss rate | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
| Trade receivables | 75,104 | 11,745 | 2,371 | 387 | 8,406 | 98,013 | ||||||||||||||||||
| Expected credit loss | - | - | - | - | - | - | ||||||||||||||||||
| 2020 | Current | 0-30 | 31-60 | 61-90 | 90+ | Total | ||||||||||||||||||
| £ | £ | £ | £ | £ | £ | |||||||||||||||||||
| Expected credit loss rate | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||||
| Trade receivables | 28,264 | 3,599 | - | - | - | 31,863 | ||||||||||||||||||
| Expected credit loss | - | - | - | - | - | - | ||||||||||||||||||
Movements in the allowance for expected credit losses are as follows:
| Opening balance | - | |||
| Additional provisions recognised | - | |||
| Amounts reversed | - | |||
| Closing balance | - |
No significant receivable balances are impaired at the reporting end date. All receivables outside credit terms were recovered subsequent to the reporting date.
| 14 | Borrowings |
| Current | Non-current | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| £ | £ | £ | £ | |||||||||||||
| Borrowings held at amortised cost: | ||||||||||||||||
| Other loans | 740,241 | - | - | 696,418 | ||||||||||||
The Company’s other loans relate to a payment due to a distributor in the amount of USD$1,000,000 which matures in January 2022. The Company’s must make repayments of USD$0.25 towards this amount for every Screening or Confirmation cartridge sold in the US or Canada. This amount does not attract interest.
As disclosed in note 24, subsequent to the reporting date, the loan was renegotiated such that the unpaid principal balance of the loan will accrue interest at a rate of 0.97% per annum, with the following payments offset against the balance:
| ● | 10% of the company’s monthly worldwide gross revenue received in the preceding month; plus | |
| ● | Provision of up to £50,000 of inventories to the lender; and | |
| ● | 50% of any subsequent sales by the company to the lender. |
An amount of £615,597 remains outstanding as at the date of this financial report.
| 15 | Fair value of financial liabilities |
The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
| F-19 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 16 | Convertible loan notes |
The convertible loan notes were issued on 26 October 2021. The notes are convertible into Ordinary B shares of the company at any time to 31 January 2022. The conversion price is the lesser of 2.9425p and 90% of the price per share issued under any fundraising occurring after the issue date.
If the notes have not been converted, they are repayable at 31 January 2022. Interest of 15% per annum will be accrue until that date.
The interest expensed for the year is calculated by applying an effective interest rate of 15% to the liability component of the loan notes. The liability component is measured at amortised cost. The difference between the carrying amount of the liability component at the date of issue and the amount reported in the statement of financial position represents the effective interest rate to that date.
The net proceeds received from the issue of the convertible loan notes have not been split between the financial liability element and an equity component as the directors consider the market rate of similar non-convertible debt to be indeterminate given the company has not been able to raise bank financing.
| 2021 | ||||
| £ | ||||
| Net proceeds of issue of convertible loan note | 1,072,900 | |||
| Equity component | - | |||
| Liability component at date of issue | 1,072,900 | |||
The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the statement of financial position represents accrued interest at the effective interest rate.
| Movements and balance at the period end | Liability | |||
| £ | ||||
| Liability component at 31 December 2020 | - | |||
| Issue of convertible loan notes | 1,072,900 | |||
| Interest charged | 43,091 | |||
| Liability component at 31 December 2021 | 1,115,991 | |||
| Liability component due within 12 months | 1,115,991 | |||
The convertible loan notes are secured by way of a fixed charge and floating charge over the company’s intellectual property and other assets.
Subsequent to the reporting date, the convertible loan remained outstanding while the company proceeded with acquisition negotiations with Intelligent Bio Solutions Inc. (formerly known as GBS Inc.). During this period the loan notes accrued interest at a daily compound rate of 17%. As part of the acquisition in October 2022, the interest rate was reduced to 17% compound annual interest until the preference shares are approved for conversion to common stock as described in note 28. All convertible loans remain outstanding as at the date of this financial report.
| F-20 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 17 | Financial assets |
| 31 December 2021 | Amortised cost | FVTPL | FVTOCI | Total | ||||||||||||
| £ | £ | £ | £ | |||||||||||||
| Trade and other receivables | 413,157 | - | - | 413,157 | ||||||||||||
| Cash and cash equivalents | 446,764 | - | - | 446,764 | ||||||||||||
| 859,921 | - | - | 859,921 | |||||||||||||
| 31 December 2020 | Amortised cost | FVTPL | FVTOCI | Total | ||||||||||||
| £ | £ | £ | £ | |||||||||||||
| Trade and other receivables | 395,244 | - | - | 395,244 | ||||||||||||
| Cash and cash equivalents | 1,094,188 | - | - | 1,094,188 | ||||||||||||
| 1,489,432 | - | - | 1,489,432 | |||||||||||||
Financial liabilties
| 31 December 2021 | Amortised cost | FVTPL | FVTOCI | Total | ||||||||||||
| £ | £ | £ | £ | |||||||||||||
| Trade and other payables | 569,292 | - | - | 569,292 | ||||||||||||
| Convertible loan notes | 1,115,991 | - | - | 1,115,991 | ||||||||||||
| Lease liabilities | 553,451 | - | - | 553,451 | ||||||||||||
| Borrowings | 740,241 | - | - | 740,241 | ||||||||||||
| 2,409,683 | - | - | 2,409,683 | |||||||||||||
| 31 December 2020 | Amortised cost | FVTPL | FVTOCI | Total | ||||||||||||
| £ | £ | £ | £ | |||||||||||||
| Trade and other payables | 450,097 | - | - | 450,097 | ||||||||||||
| Lease liabilities | 569,871 | - | - | 569,871 | ||||||||||||
| Borrowings | 696,418 | - | - | 696,418 | ||||||||||||
| 1,019,968 | - | - | 1,019,968 | |||||||||||||
| F-21 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 18 | Trade and other payables |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Trade payables | 523,301 | 403,874 | ||||||
| Accruals | 67,586 | 101,755 | ||||||
| Social security and other taxation | 44,391 | 38,123 | ||||||
| Other payables | 1,600 | 8,100 | ||||||
| 636,878 | 551,852 | |||||||
| 19 | Lease liabilities |
| 2021 | 2020 | |||||||
| Maturity analysis | £ | £ | ||||||
| Within one year | 188,333 | 150,000 | ||||||
| In two to five years | 539,167 | 550,000 | ||||||
| Total undiscounted liabilities | 727,500 | 700,000 | ||||||
| Future finance charges and other adjustments | (174,049 | ) | (130,129 | ) | ||||
| Lease liabilities in the financial statements | 553,451 | 569,871 | ||||||
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Current liabilities | 96,440 | 102,887 | ||||||
| Non-current liabilities | 457,011 | 466,984 | ||||||
| 553,451 | 569,871 | |||||||
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Amounts recognised in profit or loss include the following: | ||||||||
| Interest on lease liabilities | 72,160 | 55,937 | ||||||
| 20 | Retirement benefit schemes |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| Defined contribution schemes | ||||||||
| Charge to profit or loss in respect of defined contribution schemes | 62,858 | 53,983 | ||||||
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
| F-22 |
INTELLIGENT FINGERPRINTING LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
| 21 | Share capital |
2021 | 2020 | 2021 | 2020 | |||||||||||||
| Number | Number | £ | £ | |||||||||||||
| Ordinary share capital Issued and fully paid | ||||||||||||||||
| Ordinary shares of 0.001p each | 458,839,203 | 458,839,203 | 4,589 | 4,589 | ||||||||||||
| Ordinary B shares of 0.001p each | 8,130,947 | 8,130,947 | 81 | 81 | ||||||||||||
| 466,970,150 | 466,970,150 | 4,670 | 4,670 | |||||||||||||
Share capital represents the nominal (par) value of shares that have been issued.
Ordinary shares carry one vote and rank equally with the other ordinary shares in all respects, including as to eligibility to receive dividends and the repayment of capital, including on a winding up. The shares are not redeemable.
Ordinary B shares rank pari passu in all respects except on a return of assets or liquidation, capital reduction, or share sales, where the remaining assets are repaid firstly to the Ordinary B shareholders. The amount paid will be the issue price of the shares plus any arrears or accrued dividends.
| 22 | Share premium account |
| 2021 | 2020 | |||||||
| £ | £ | |||||||
| At the beginning of the year | 20,317,032 | 17,999,248 | ||||||
| Issue of new shares | - | 2,317,784 | ||||||
| At the end of the year | 20,317,032 | 20,317,032 | ||||||
The share premium account represents the excess of amounts received over the nominal value of shares issued, less directly attributable transaction costs, and net of any related income tax benefits.
| 23 | Share-based payments |
| Number of share options | Average exercise price | |||||||||||||||
2021 Number | 2020 Number | 2021 pence | 2020 pence | |||||||||||||
| Outstanding at the beginning of the year | 33,551,645 | 10,697,516 | 5.35 | 11.34 | ||||||||||||
| Granted in the period | 9,213,072 | 33,551,645 | 5.35 | 5.35 | ||||||||||||
| Forfeited in the period | (44,528 | ) | (10,697,516 | ) | 5.35 | 11.34 | ||||||||||
| Outstanding at the end of the year | 42,720,189 | 33,551,645 | 5.35 | 5.35 | ||||||||||||