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Ideagen PLC Final Results

22/07/2021 7:00am

UK Regulatory (RNS & others)


Ideagen (LSE:IDEA)
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TIDMIDEA

RNS Number : 0527G

Ideagen PLC

22 July 2021

22 July 2021

Ideagen PLC

("Ideagen," "the Company" or the "Group")

Audited Final Results

Structural tailwinds and SaaS model driving organic growth; performance in line with expectations

Ideagen PLC (AIM: IDEA), a leader in compliance software for regulated industries, announces its audited final results for the year ended 30 April 2021.

Strategic highlights

Acceleration of market opportunity

 
      --   Structural growth drivers gaining momentum in the +$30bn(1) 
            Governance, Risk and Compliance (GRC) market 
      --   Regulatory compliance requirements driving wins and customer 
            retention despite challenges brought by the pandemic 
 

Demonstrated success with transition to SaaS

 
      --   Total recurring revenues increased by 26% to GBP54.2m (FY 
            2020: GBP43.1m), representing 83% of total revenues (FY 
            2020: 76%) 
      --   Recurring SaaS revenues increased by 47% to GBP32.2m (FY 
            2020: GBP22.1m), representing 49% of total revenues (FY 
            2020: 39%) 
      --   Continued high levels of customer retention; more than 6,000 
            customers in total (5,400 FY20) and +550 new customer wins 
            during the year 
 

Successful GBP48.7m fundraising to support acquisition pipeline

 
      --   Acquired Qualsys, Huddle and Qualtrax for a combined consideration 
            of c.GBP54m to strengthen Compliance, Assurance and Collaboration 
            offerings 
      --   Adjusted Diluted Earnings Per Share increased by 15% to 
            6.18 pence (FY 2020: 5.36 pence)(2) 
 

Continued international expansion

 
      --   International revenues increased by 13% to GBP36.4 m (FY 
            2020: GBP32.4m) and account for 56% of total revenues (FY 
            2020: 57%) 
      --   North American operations brought under the leadership of 
            a new, in-geography Senior Vice President to support further 
            growth in this key region 
 

Driving positive social and environmental impact

 
      --   Announced an ambitious carbon reduction plan aiming to achieve 
            Net Zero status by 2030 
      --   Committed to Think Big, a long-term social mobility and 
            tech-inclusion programme, the first of its kind for Ideagen, 
            in conjunction with the Nottingham Forest Community Trust 
 

A growing team of experts

 
      --   Richard Longdon succeeded David Hornsby as Non-Executive 
            Chairman 
      --   Emma Hayes joined the Group as Chief Financial Officer, 
            succeeding Graeme Spenceley 
      --   Julian Clough joined the Board as a Non-Executive Director 
            and Chairman of the Audit & Risk Committee 
      --   James King was appointed as Chief Revenue Officer post-period 
            in May 2021 
 

Financial highlights

Performance in line with market expectations

 
      --   Total revenue increased by 16% to GBP65.6m (FY 2020: GBP56.6m) 
      --   Profit before tax of GBP0.8m (FY 2020: Loss of GBP0.1m) 
      --   Adjusted EBITDA(3) grew 24% to approximately GBP22.9m (FY 
            2020: GBP18.5m) 
      --   Total dividend increased by 15.6% to 0.37 pence per share 
            (FY 2020: 0.32 pence per share)(4) 
 

Increased visibility of revenues and quality of earnings

 
 
        *    Annual Recurring Revenue book (ARR) was up 50% at 
             approximately GBP69.3m (FY 2020: GBP46.2m(5) ) 
        o    Organic ARR growth contributed GBP6.2m, an increase 
              of 13% 
        o    Acquisition-led ARR growth contributed GBP16.9m, an 
              increase of 37% 
 

Strong cash position and robust balance sheet

 
      --   Cash generated by operations of GBP25.0m (FY 2020: GBP18.1m) 
            representing 109% of adjusted EBITDA (FY 2020: 97%) 
      --   Net bank debt at the year-end was GBP11.0m (FY 2020: GBP16.8m) 
 

Post-period highlights

 
      --   Two highly complementary strategic, product-enhancing acquisitions 
            completed in July 2021: 
                o   Opsbase Limited, a commercially early-stage but technologically 
                     complete health and safety compliance platform for 
                     GBP1.9m; and 
                o   Advanced Digital Systems Inc, trading as Mi-Co, a 
                     US based low-code mobile application development company 
                     for consideration of GBP3.1m 
      --   Debt facility extended to GBP75m (of which GBP20.0m is 
            currently utilised) plus an additional GBP25m accordion 
            to provide firepower for further acquisitions 
 

Outlook

 
      --   Continued focus on organic growth, augmented by acquisitions 
      --   Recurring revenue targeted to reach +85% for FY22 
      --   The Group remains in an excellent position to pursue a 
            healthy acquisition pipeline 
      --   Confident in delivering financial and operational progress 
            in FY22 
 
 
        2020 report from Grand View Research 
  (1) 
        Before share-based payments, amortisation of acquisition intangibles, 
  (2)    costs of acquiring businesses, restructuring costs, RDEC grant 
         income, exceptional items and the related tax impact 
        Before share-based payments, amortisation of acquisition intangibles, 
  (3)    restructuring, RDEC grant income and exceptional items 
        Based on proposed final dividend, subject to approval at forthcoming 
  (4)    AGM 
        ARR comprises contracted revenue that will be recognised over 
  (5)    the coming 12 months. The Group's previous ARR calculation 
         methodology comprised all contracted annual recurring revenue 
         of which a portion was due for recognition beyond a 12-month 
         period. The prior year comparative of for FY 2020 of GBP46.2m 
         is calculated on this basis using constant currency exchange 
         rates. 
 

Ben Dorks, Chief Executive Officer of Ideagen, said:

"I am very proud of our performance in the past year despite the pandemic, which reflects our strong position and is testament to our commitment to becoming a SaaS business. We continued expanding our geographic presence with more than 6,000 customers around the world, made three acquisitions, and achieved strong ARR growth across a range of vertical markets.

We approach the FY22 from a position of strength and look forward to building on this momentum by continuing to invest in our people, our products, and our customers. We have a highly cash generative business and this, when combined with the successful fundraising earlier this year and the extension of our debt facilities, puts Ideagen in an excellent position to fund organic growth and pursue our strategy of acquiring businesses that extend our leadership in compliance software for regulated industries.

Our team's dedication and resilience as well as the continued execution of our growth strategy give me great confidence about the current year and beyond."

Enquiries:

 
Ideagen plc                                   01629 699 100 
Richard Longdon, Non-Executive 
 Chairman 
Ben Dorks, Chief Executive 
 Officer 
Emma Hayes, Chief Financial 
 Officer 
finnCap Limited                               020 7220 0500 
Henrik Persson / James Thompson 
 (Nomad) 
Alice Lane (ECM) 
 
Canaccord Genuity Limited                     020 7523 8000 
Simon Bridges 
Richard Andrews 
FTI Consulting                                020 3727 1000 
Jamie Ricketts                    ideagen@fticonsulting.com 
Dwight Burden 
 Valerija Cymbal 
 

About Ideagen plc

Ideagen's software helps companies comply with regulation and manage risk.

Ideagen is a leader in the +$30 billion regulatory and compliance software market, serving highly regulated industries such as life sciences, healthcare, banking and finance and insurance. Ideagen has made twenty three acquisitions to build its market leadership.

More than 6,000 organisations use Ideagen's software, including nine of the top 10 UK accounting firms, all of the top aerospace and defence companies and 75% of leading pharmaceutical firms.

Ideagen has a diversified customer base including blue chip, global brands such as Heineken, British Airways, BAE, Aggreko, US Navy, Bank of New York and Johnson Matthey, as well as 250 hospitals across the UK and US.

Ideagen is headquartered in the UK, listed on the London Stock Exchange AIM market (Ticker: IDEA.L), and has key hubs in the UK, EU, US, Middle East and South East Asia. For further information please visit www.ideagen.com .

Chairman's Statement

A successful year

It is with great pleasure that I write my first annual statement as Chairman and share with you my reflections on our 2021 financial year. To grow so significantly, despite the unprecedented disruption from the greatest global crisis in decades, underlines the resilience and sustainability of the Group's business model. It was another year of progress for Ideagen, reflecting the quality of our commercial proposition, processes and the talent and commitment of our people.

I would like to take this opportunity to recognise the contribution of David Hornsby to Ideagen following his retirement as Executive Chairman in May 2021. David's tenure is exceptional in current times, serving as Executive Chairman for three years, and before that as CEO for nine years. As part of these changes, I became Non-Executive Chair, and Ben Dorks (CEO) and Emma Hayes (CFO) took on David's executive responsibilities. David's legacy is a strong leadership team with a clear strategy to grow Ideagen in the highly attractive compliance software market.

Positioned for sustainable growth

The compliance software market in which Ideagen is a leader, is global and highly attractive. Simply put, Ideagen serves businesses which have to meet ever-more complex regulatory and compliance requirements. This is a long-term, structural growth driver which is accelerating.

Evolving our leadership

Ideagen strengthened its leadership with the appointment of Emma Hayes as CFO in July 2020. Emma has added significant expertise to the leadership team and Board from her previous roles including Group Finance Director - Capital Delivery & Commercial at Severn Trent, and corporate finance adviser at Deloitte.

Governance

My role at Ideagen is to ensure a disciplined and rigorous approach to governance. I have been impressed by the leadership within the Group since joining the Board in 2019. The Board was delighted to welcome Julian Clough as a Non-Executive Director in November 2020. Julian adds considerable experience of the audit and financial services sectors from a 40-year career at a number of leading accountancy firms. As previously announced, Alan Carroll has agreed to postpone his planned retirement as a Non-Executive Director of the Group to provide continuity and maintain levels of experienced Non-Executive board representation. During the year Barnaby Kent stood down from the Board as a statutory director. He remains a member of the Group's senior leadership team as Chief Operating Officer.

Acquisitions

Ideagen completed three acquisitions during the year, for a combined consideration of approximately GBP54m. Our shareholders share the Board's confidence in the strength of our business model and the opportunity ahead, as shown by the successful placing and open offer in December 2020, which raised gross proceeds of GBP49m and was heavily over-subscribed. Our acquisition pipeline remains healthy. The Board evaluates each acquisition on its merits to ensure it is good use of Ideagen's financial resources and will support the Group's long-term strategy.

Financial progress and dividends

I am pleased to announce that Ideagen grew revenues and EBITDA by 16% and 24% respectively during the year, and met external performance expectations.

The Board's confidence in the Group is reflected in a recommended final dividend of 0.25p per share giving a total dividend for the year of 0.37p, an increase of 15.6%. The final dividend is subject to approval by shareholders at the forthcoming AGM and will be paid on 24th November 2021 to shareholders on the register at 5th November. The corresponding ex-dividend date is 4th November 2021.

Summary

I would like to thank all Ideagen stakeholders especially all Ideagen employees around the world who have had to cope with an extraordinary working environment. Also, our customers and our investors who in combination have all helped to build our business in an important year for Ideagen.

2020/21 has been another successful year for Ideagen, marking the 12(th) successive year of growth. Ideagen's leadership team, strategy and goals are focused on continuing to drive organic growth within the compliance software market, which continues to offer new opportunities for the Group and its products. The Group is in a very strong financial position with the resources and flexibility to support growth organically and by acquisition. In this light, I have every confidence in the outlook and prospects of the business for the future.

Richard Longdon

Non-Executive Chairman

Chief Executive Officer's review

Purpose and business model

Ideagen has a clear and simple purpose. We make it easier and more cost effective for businesses to comply with regulations and mitigate risk: contributing where it matters for our clients.

This purpose is reflected in our business model.

We focus on three areas - Assurance, Compliance and Collaboration. Assurance: Helping our customers to maintain safe, legal and efficient operations that satisfy customers, regulators and the wider society. Compliance: Helping our customers to navigate confidently through ever-changing industry regulations that apply to them and how best to meet their obligations. Collaboration: Our customers can work together in a secure virtual workspace platform, connecting people from multiple diverse locations to make project delivery faster and more efficient.

Our software helps companies manage many areas of risk and compliance by solving complex quality, risk, audit, and compliance challenges. Our customers operate in highly regulated industries including life sciences, healthcare, aviation, banking and finance and insurance.

Market opportunity and growth strategy

Ideagen is a leader in the $31.2 billion(1) regulation and compliance software market.

Businesses around the world need innovative software and services to help them meet increasingly stringent compliance, quality, safety, and regulatory risk requirements. This is the fundamental structural growth driver for Ideagen.

We are set up to deliver sustainable long-term growth, organically and via acquisitions, to build our leadership in the global compliance software market.

To capture this market opportunity, we have built our business around three core pillars: our People, our Customers and our Products. These pillars are the foundation of our culture. We invest in our people to build great products for our customers. These customers in turn provide the revenue to feed back into the cycle for continuous improvement of our people, our products and back onto our customers.

We continue to invest in product development to ensure we are at the heart of the accelerating shift towards a cloud and subscription economy. We ensure consistent delivery across all our platforms, unified under and distributed through Ideagen Common Services Architecture (ICSA) and licensed software technology to deliver world class governance, risk and compliance outcomes for our customers on a long-term basis. ICSA provides a common user interface for all products integrated in the platform, delivering consistency in service delivery and user experience.

 
 (1)   A 2020 report from Grand View Research 
 

SaaS model driving organic growth

Ideagen's SaaS model drives organic growth, giving greater visibility of revenues and higher quality of earnings. We see recurring revenue as our primary metric and driver for long-term value. ARR recognised during the financial year was up 26% to GBP54.2 million (2020: GBP43.1 million), and now accounts for 83% of total revenues (2020: 76%).

The ARR book of contracted revenue to be recognised over the coming 12 months increased by 50%, reflecting strong organic growth of approximately 13% in addition to acquisitions.

The Group reported total revenue up 16%, and adjusted EBITDA up 24% to GBP22.9 million, with organic growth driven by expanding existing customers and winning new customers in core sectors such as Life Sciences, Healthcare and Financial Services. The Group won approximately 600 new customers this year, including global leaders such as the World Health Organisation, Baker Tilly, Voyageur, PHI Aviation and Sipchem. In the financial year Ideagen grew international revenues by 13%, which account for 56% of total revenues.

Our SaaS model also supports excellent cash generation. Operational cashflow was 109% of adjusted EBITDA. Ideagen is in an excellent position to fund organic growth and pursue its strategy of acquiring businesses that extend or reinforce its leadership in compliance software for regulated industries, with a robust balance sheet and net debt at the period end of GBP11.0 million. This platform for investment is further strengthened by our recent refinancing. Ideagen has total available debt facilities of up to GBP100 million.

Consolidating a fragmented market

To complement our market leadership, we have made 21 acquisitions in just over a decade as part of our consolidation of a fragmented market. Ideagen has a track record of adding technological innovation in the regulatory and compliance market, improved speed to market, and superior access to markets and customers via acquisition.

Ideagen remains committed to the active integration of every acquisition, based on a proven 72-point framework. Our model is designed to enable all parts of our company to replicate best practice, share domain expertise, benefit from our integrated IT, finance and support functions and centralised infrastructure.

Ideagen made three acquisitions in the year, for a combined consideration of c.GBP54m.

To further strengthen our current QMS platforms, we acquired Qualsys, a fast-growing supplier of cloud-based Quality Management Software to a number of highly regulated industries, serving customers such as Diageo, Unilever, Honeywell and BT.

To integrate with PleaseReview and support ongoing demand to meet regulatory requirements and the increased need for people to be able to work collaboratively from multiple locations, we acquired Huddle, a leading supplier of SaaS based regulated collaboration software primarily in the UK and USA. Huddle serves customers such as the Department of Defense, the UK Home Office, and EDF Energy.

To support our growth in the key US market, and enhance our existing offering, we acquired Qualtrax, whose products help companies meet their assurance obligations through business process automation. Qualtrax has 340 customers including Colorado Bureau of Investigation. Qualtrax's Chief Executive Officer has moved into a new position within Ideagen, Senior Vice President for North America. This provides in geography leadership across our US operations from someone with sector experience and a proven track record, creating a strong structure with which to grow our North American business.

On track for long-term targets

Ideagen has a clear and long-term plan to grow at pace by increasing the level of recurring revenue, generating strong, sustainable EBITDA margins and converting high levels of cash. Organic growth is at the heart of this plan, with strategically complementary acquisitions fuelling the pace of growth.

Ideagen's long-term plan is to build upon its SaaS business model and market leadership in quality, risk, audit, and compliance software in the next three years.

COVID

Given the unprecedented economic and social disruption that COVID-19 created, we are pleased with the Company's resilient performance and robust position this year. This reflects the resilience of the Group's business model, the defensive markets in which we operate and, most importantly, the character and determination of our employees.

We acted swiftly and decisively to realign our cost model to prevailing trading patterns at the beginning of our financial year, including pragmatic measures to reduce our annual cost base by approximately GBP4 million. A small level of UK government support was claimed at the start of the pandemic via the furlough scheme (c.GBP0.1 million) but was repaid in full during the year.

I am particularly proud of the way the Ideagen team has pulled together through various lockdowns, during which the health and safety of our employees has been our primary concern. Our colleagues moved to a home working environment and our offices remained closed throughout the majority of our 2021 financial year, opening only when it was safe to do so in order to provide a place for those who wanted to work in the office for personal and mental health reasons. The business continues to operate effectively due to our tight integration and investment in cloud-based IT infrastructure and our business continuity and risk management plan is available to all customers on our customer portal.

Ideagen's model is also well placed for a post-COVID world: it is highly resilient, focused on organic growth and the fragmented market offers opportunities to extend Ideagen's market position via acquisition.

Environmental, Sustainability and Governance

Ideagen is intrinsically linked with the values that are known collectively as ESG and its products enable customers to support their own purpose and goals in these areas. In the ESG Report we are proud to report progress made during the year across a range of environmental, social and governance measures and excited to announce an ambitious carbon reduction plan that will take us to Net Zero status by 2030. We have also committed to Think Big a long-term social mobility and tech-inclusion programme, the first of its kind for Ideagen, which will be delivered in conjunction with the Nottingham Forest Community Trust.

Current trading and outlook

Trading for the year has started well and is in line with management expectations, supported by high levels of recurring revenue from our 6,000-strong customer base. We are in an excellent position to fund acquisitions, based on the strength of our balance sheet and cash generation, as we pursue a healthy acquisition pipeline. We remain confident of the Group's prospects for the future based upon the structural drivers and market opportunity in the sector, as well as the continued execution of the Group's strategy. We look forward to updating shareholders on progress during our 2022 financial year.

Chief Financial Officer's Review

Financial Review

In the year ended 30 April 2021, the Group generated revenues of GBP65.6 million (2020: GBP56.6 million), an increase of 16%. Recurring revenues recognised in the period increased by 26% to GBP54.2 million (2020: GBP43.1 million) and represented 83% of total revenue (2020: 76%).

Within our recurring revenues, SaaS increased by 46% to GBP32.2 million (2020: GBP22.1 million) which at 49% now represents the largest element of total Group revenue. Recurring Support & Maintenance revenues grew to GBP22.0 million (2020: GBP21.0 million).

The Annualised Recurring Revenue book of contracted revenue to be recognised over the coming 12 months increased by 50% during the financial year to GBP69.3 million (2020: GBP46.2 million)(2) . This comprises organic growth of 13% with the remainder from the three acquisitions made during the year.

Total non-recurring revenues recognised in the year were GBP11.5 million (2020 GBP13.5 million), representing 17% of total revenue (2020: 24%). This is in line with the Group's transition towards a fully SaaS model by reducing licence sales and delivering a lower relative level of professional services activity. In the year, perpetual licence revenues decreased to GBP6.3 million (2020: GBP7.2 million). Professional services revenues were GBP5.2 million (2020: GBP5.9 million).

Pro-forma organic revenue growth was 3% (2020: 5%). Pro-forma organic revenue growth is calculated by comparing constant currency revenue for the year against the previous year, excluding revenues from acquisitions at the point they joined the group. Changes in revenue within the core business and from acquisitions after the point of entry into the Group are reflected in organic growth.

Adjusted EBITDA increased by 24% to GBP22.9 million (2020: GBP18.5 million). The Group uses adjusted EBITDA to provide a better understanding of the underlying operating business performance. The adjustments to Operating profit are set out in Note 3. Costs continued to be very tightly controlled and benefitted from decisions taken during March and April 2020 to reduce the cost base through restructuring of certain operational functions. The adjusted EBITDA margin was 34.9% (2020: 32.7%). Gross margin increased slightly to 92.0% (2020: 90.9%). We recognise the need to continue targeting investment in our staff and the operational systems of the business to support continued growth and provide a strong, scalable platform for long term value creation.

The Group has significant intangible assets, primarily from the acquisitions that it has made. Amortisation of acquisition intangibles of GBP12.1 million (2020: GBP9.5 million) represents the majority of the total depreciation and amortisation charge of GBP16.7 million (2020: GBP12.9 million). Amortisation of development costs amounted to GBP2.5 million (2020: GBP1.8 million).

The share-based payment charge of GBP3.0 million (2020: GBP1.7 million) relates to the Group's equity-settled share option schemes including the Long-Term Incentive Plans and the Share Incentive Scheme for employees. The charge included GBP0.7 million (2020: GBPnil) of national insurance costs on the exercise of non-tax efficient options. Excluding the national insurance costs, the share-based payment charge does not represent a cash cost to the Group.

The Group incurred acquisition costs of GBP1.3 million, mainly related to the acquisitions of Qualsys, Huddle and Qualtrax during the year (2020: GBP0.4 million) in respect of the acquisitions made in that financial year). Acquisition costs as a percentage of deal consideration remained consistent year on year at 2% (2020: 2%).

Finance costs for the year were GBP1.0 million (2020: GBP0.8 million). Borrowing facilities were used to assist with financing business acquisitions made in the year. As a result of the above, the Group made a profit before tax of GBP0.8 million (2020: loss of GBP0.1 million), the increased profit at a pre-tax level being largely due to the GBP2.0 million exceptional impairment charge against receivables recorded in 2020, which did not recur in the year to April 2021.

 
 (2)   The April 2021 ARR book of GBP69.3m comprises contracted 
        revenue that will be recognised over the coming 12 months. 
        The April 2020 comparative of GBP46.2m is calculated on 
        a like for like basis at constant currency rates. The Group's 
        previous A calculations (30 April 2020: GBP48.7m) comprised 
        all contracted annual recurring revenue, valued at prevailing 
        exchange rates. A portion of this revenue was due for recognition 
        beyond a 12-month period, allowing for set up and installation. 
 

A reconciliation of Adjusted EBITDA to profit/(loss) before taxation is given below:

 
                                                   2021       2020 
                                                GBP'000    GBP'000 
 
 Adjusted EBITDA                                 22,893     18,523 
 Depreciation and amortisation                 (16,703)   (12,927) 
 Costs of acquiring businesses                  (1,277)      (402) 
 Restructuring costs                              (406)      (830) 
 Share-based payment charges                    (2,997)    (1,710) 
 Exceptional impairment of financial assets 
  (receivables)                                       -    (1,989) 
 Net finance costs                                (991)      (799) 
 Research and Development grant income              260          - 
  (RDEC) 
 Profit / (loss) before taxation                    779      (134) 
 
 

The adjusted Group tax charge amounted to GBP2.5 million (2020: GBP2.1 million). This has been adjusted to exclude the deferred tax effects associated with the amortisation of acquisition intangibles and share based payment charges and the tax effects of the exceptional impairment of receivables, restructuring costs and RDEC grant income. The adjusted Group tax charge represents 14.3% (2020: 14.5%) of adjusted profit before tax of GBP17.3 million (2020: GBP14.3 million). The Group's historical losses and tax deductions linked to the exercises of share options in particular have significantly reduced the Group's cash liability to UK corporation tax on the profits for the year.

Adjusted diluted earnings per share increased by 15% to 6.18 pence (2020: 5.36 pence).

The Group's financial position has continued to strengthen during the year with net assets increasing to GBP125.6 million (2020: GBP76.9 million).

The value of intangible assets increased to GBP174.9 million (2020: GBP113.8 million) mainly due to the in-year acquisitions of Qualsys, Huddle and Qualtrax. The Group capitalised GBP3.9 million (2020: GBP3.9 million) of R&D development costs during the year which represented 5.9% (2020: 6.9%) of total revenues and 37% of total research and development costs (2020: 45%).

Capital expenditure on property, plant and equipment totalled GBP2.6 million (2020: GBP0.9 million). Approximately GBP2.1 million of this related to non-recurring investment in the Group's new global headquarters in Nottingham.

Cash generated by operations during the year amounted to GBP25.0 million (2020: GBP18.1 million). This represents cash conversion of approximately 109% (2020: 97%) of adjusted EBITDA; an increase driven mainly through the focus on cash collection. A review of the order to cash process helped identify opportunities to improve the speed of collection and a concerted effort on issue resolution helped clear some older outstanding balances.

Total trade receivables at 30 April 2021 were GBP16.1 million (2020: GBP15.3 million) of which 66% was not yet due (2020: 51%). Cash collection has been strong during the year. Days Sales Outstanding were 60 as at 30 April 2021 (2020: 76) based on a count-back methodology calculated by reference to invoiced sales outstanding at the year end.

The deferred income creditor of GBP34.7 million (2020: GBP22.8 million) represents the element of ARR which has been invoiced to customers in advance but is deferred to be recognised as revenue in the future. This does not represent a cash liability.

Free Cash Flow, defined as net cash generated by operating activities less capital expenditure and payments for development costs, amounted to GBP13.1 million (2020: GBP11.1 million). This represents 19.9% of Revenue (2020: 19.6%). Adjusted Free Cash Flow, which is before payments of acquisition costs of GBP1.5 million in the year, was GBP14.6 million representing 22.2% of Revenue. As noted above, the current year's figures include a one-off GBP2.1 million capital investment in the Group's new head office building.

In December 2020, an equity placing representing approximately 9.9% of the Company's existing share capital raised GBP47.2 million net of associated costs. It was agreed by the Board that the placing would provide enhanced financial strength with which to improve the long-term prospects of the business. The funds were raised for the execution of identified M&A opportunities to help accelerate future growth without the need for additional debt funding. To enable the Group's retail investor base to participate in the fundraising, a 1% allocation was made available via Primary Bid. This element of the placing was fully subscribed. The majority of monies raised were deployed to fund two acquisitions - Huddle and Qualtrax - which had combined consideration of GBP38.9 million with the balance of cash used to reduce the Group's Revolving Credit Facility.

The Group ended the year with net bank debt of GBP11.0 million (2020: GBP16.8 million) representing approximately 0.5 times adjusted EBITDA for the year. In May 2021, the Group extended its total available debt facilities to GBP100 million through a new three year committed credit facility of GBP75 million with a further approved but uncommitted accordion facility of up to GBP25 million. This replaces the Group's previous banking facilities of up to GBP50 million.

Outstanding deferred consideration on business acquisitions amounted to GBP1.9 million at 30 April 2021 (2020: GBP0.5 million - all paid within the financial year ended 30 April 2021), all of which is due for payment in the financial year ended April 2022.

The deferred income tax liability of GBP18.0 million (2020: GBP9.1 million) is mainly in respect of the Group's intangible assets and also does not represent a future cash liability for the Group.

A final dividend of 0.25p per share is proposed by the Board and would give a total dividend for the year of 0.37p, an increase of 15.6%. The final dividend is subject to approval by shareholders at the forthcoming AGM. If approved, it will be paid on 24th November 2021 to shareholders on the register at 5th November.

The Board measures the performance of the Group against budgets and its strategic objectives on a regular basis. The following key financial performance indicators are used by management as part of this ongoing assessment.

Key Performance Indicators

 
 Performance indicator            2021    2020    Commentary 
 
                                                  ARR is the Group's primary 
                                                   growth metric and the key 
                                                   driver of long-term value 
 ARR book (GBPmillion)            69.3    46.2     for the Group. 
                                                  Total revenue recognised during 
                                                   the period, includes recurring 
 Reported Revenue (GBPmillion)    65.6    56.6     and non-recurring 
                                                  One of the Group's strategic 
 Recurring revenue                                 aims is to increase the proportion 
  as a percentage of                               of contracted recurring revenues 
  total revenue                   83%     76%      in the medium term. 
                                                  Organic revenue growth is 
                                                   calculated based on a comparison 
                                                   of current year revenue with 
                                                   prior year revenue as adjusted 
                                                   for constant currency and 
 Organic revenue growth           3%      5%       excluding the impact of acquisitions. 
                                                  EBITDA adjusted for share-based 
                                                   payment charges, cost of acquiring 
                                                   businesses, restructuring 
                                                   costs, RDEC grant income and 
                                                   exceptional items. Management 
                                                   consider this to be a more 
                                                   appropriate measure of the 
                                                   underlying performance of 
 Adjusted EBITDA (GBPmillion)     22.9    18.5     the Group. 
                                                  Adjusted EBITDA as a percentage 
 Adjusted EBITDA margin           35%     33%      of revenue. 
 Profit / (loss) after                            Statutory profit / (loss) 
  tax (GBPmillion)                0.6     (0.2)    after tax 
                                                  The calculation of adjusted 
                                                   earnings per share is detailed 
                                                   in note 9 to the financial 
                                                   statements. Management consider 
 Adjusted diluted earnings                         that adjusted earnings per 
  per share (pence)               6.18    5.36     share is a better indicator 
                                                   of the underlying performance 
  Adjusted diluted earnings                        of the Group than unadjusted 
  per share growth                 15%     12%     earnings per share. 
                                                  This is a measure of the rate 
 Cash generated by                                 of conversion of adjusted 
  operations as a percentage                       EBITDA into operating cash 
  of adjusted EBITDA              109%    97%      flow. 
                                                  Free cash flow is defined 
                                                   as net cash generated by operating 
                                                   activities less all capital 
                                                   expenditure and capitalised 
                                                   costs. It is a measure of 
                                                   the cash generated by the 
                                                   Group which is available for 
                                                   investing in business acquisitions 
 Free cash flow as                                 before taking into account 
  a percentage of Revenue         19.9%   19.6%    any financing cash flows. 
 

Ideagen plc

Group Statement of Comprehensive Income for the year ended 30 April 2021

 
                                                           2021      2020 
                                                   Note   GBP'000  GBP'000 
Revenue                                             2      65,644    56,565 
Cost of sales                                             (5,252)   (5,125) 
Gross profit                                               60,392    51,440 
Operating costs                                     3    (37,499)  (32,917) 
 
Profit from operating activities before 
 depreciation, amortisation, share-based 
 payment charges, costs of acquiring businesses, 
 RDEC grant income, restructuring costs and 
 exceptional items                                         22,893    18,523 
 
Depreciation and amortisation                       3    (16,703)  (12,927) 
Costs of acquiring businesses                      8,21   (1,277)     (402) 
Restructuring costs                                 8       (406)     (830) 
RDEC grant income                                   8         260         - 
Share-based payment charges                        8,24   (2,997)   (1,710) 
Exceptional impairment of financial assets         8,14         -   (1,989) 
-------------------------------------------------  ----  --------  -------- 
Operating profit                                            1,770       665 
 
Net finance costs                                   5       (991)     (799) 
                                                         --------  -------- 
Profit/(loss) before taxation                                 779     (134) 
Taxation                                            7       (156)      (59) 
                                                         --------  -------- 
Profit/(loss) for the year                                    623     (193) 
 
Other comprehensive income 
Items that may be subsequently reclassified 
 to profit or loss: 
Exchange differences on translating foreign 
 operations                                               (1,949)       508 
Corporation tax on exercise of options                        551     1,447 
                                                         --------  -------- 
Total other comprehensive income                          (1,398)     1,955 
 
Total comprehensive income for the year 
 attributable to the owners of the parent 
 company                                                    (775)     1,762 
                                                         ========  ======== 
 
Earnings per share                                          Pence     Pence 
 
Basic                                               8        0.26    (0.09) 
Diluted                                             8        0.26    (0.09) 
 
 

Ideagen plc

Group Statement of Financial Position at 30 April 2021

 
                                                2021      2020 
                                       Notes   GBP'000   GBP'000 
 Assets and liabilities 
 Non-current assets 
 Intangible assets                       9     174,937   113,788 
 Property, plant and equipment          10       3,488     1,404 
 Right of use assets                    11       7,063     8,312 
 Lease receivables                      12         299       412 
                                               185,787   123,916 
                                              --------  -------- 
 Current assets 
 Trade and other receivables            14      20,425    18,441 
 Lease receivables                      12          77        80 
 Derivative Financial instruments       20           -        92 
 Cash and cash equivalents                       8,954     8,216 
                                              --------  -------- 
                                                29,456    26,829 
                                              --------  -------- 
 Current liabilities 
 Trade and other payables               15       6,793     6,941 
 Current income tax liabilities                     65       588 
 Lease liabilities                      11       1,027     1,039 
 Derivative Financial instruments       20         121       116 
 Borrowings                             17      20,000    25,000 
 Deferred revenue                               34,662    22,799 
 Deferred consideration on business 
  combinations                          19       1,903       525 
                                              --------  -------- 
                                                64,571    57,008 
                                              --------  -------- 
 Non-current liabilities 
 Lease liabilities                      11       6,659     7,725 
 Deferred income tax liabilities         7      18,094     9,103 
 Provisions                             18         307         - 
                                              --------  -------- 
                                                25,060    16,828 
                                              --------  -------- 
 
 Net assets                                    125,612    76,909 
                                              ========  ======== 
 

Ideagen plc

Group Statement of Financial Position at 30 April 2021 (continued)

 
                                                  2021      2020 
                                                 GBP'000   GBP'000 
                                         Notes 
 Equity 
 
 Issued share capital                     22       2,523     2,266 
 Share premium account                    22     102,924    55,364 
 Merger reserve                           22       1,658     1,658 
 Share-based payments reserve             24       2,216     2,370 
 Foreign currency translation reserve              (600)     1,349 
 Retained earnings                                16,891    13,902 
 
 Equity attributable to the owners 
  of the parent                                  125,612    76,909 
                                                ========  ======== 
 

Ideagen plc

Group Statement of Changes in Equity for the year ended 30 April 2021

 
                       Share     Share     Merger   Share-based    Retained      Foreign         Total 
                       capital   premium   reserve    payments     earnings      currency     attributable 
                                 account              reserve                   translation    to owners 
                                                                                  reserve        of the 
                                                                                                 parent 
                      --------  --------  --------  -----------  ------------  ------------  ------------- 
 
                      GBP'000   GBP'000    GBP'000    GBP'000      GBP'000        GBP'000       GBP'000 
 
Balance at 1 May 
 2020                    2,266    55,364     1,658        2,370        13,902         1,349         76,909 
 
Share placing (note 
 22)                       227    48,498         -            -             -             -         48,725 
Share placing issue 
 costs (note 
 22)                         -   (1,510)         -            -             -             -        (1,510) 
Shares issued under 
 share option 
 schemes (note 22)          26       476         -            -             -             -            502 
Shares issued under 
 the share incentive 
 scheme (note 22)            4        96         -            -             -             -            100 
Share-based payments 
 (notes 4 & 
 24)                         -         -         -        2,292             -             -          2,292 
Shares purchased 
 under the share 
 incentive scheme            -         -         -          (4)             -             -            (4) 
Transfer on exercise 
 of share options 
 (note 24)                   -         -         -      (2,316)         2,316             -              - 
Transfer in respect 
 of share incentive 
 scheme (note 24)            -         -         -        (126)           126             -              - 
Taxation on 
 share-based 
 payments 
 in equity                   -         -         -            -           166             -            166 
Equity dividends 
 paid (note 23)              -         -         -            -         (793)             -          (793) 
                      --------  --------  --------  -----------  ------------  ------------  ------------- 
Total transactions 
 with owners 
 recognised 
 directly in equity        257    47,560         -        (154)         1,815             -         49,478 
                      --------  --------  --------  -----------  ------------  ------------  ------------- 
 
Profit for the year          -         -         -            -           623             -            623 
Other comprehensive 
 income for the 
 year                        -         -         -            -           551       (1,949)        (1,398) 
                      --------  --------  --------  -----------  ------------  ------------  ------------- 
Total comprehensive 
 income for the 
 year                        -         -         -            -         1,174       (1,949)          (775) 
                      --------  --------  --------  -----------  ------------  ------------  ------------- 
 
Balance at 30 April 
 2021                    2,523   102,924     1,658        2,216        16,891         (600)        125,612 
                      ========  ========  ========  ===========  ============  ============  ============= 
 

Ideagen plc

Group Statement of Changes in Equity for the year ended 30 April 2020

 
                          Share     Share     Merger   Share-based  Retained     Foreign         Total 
                          capital   premium   reserve    payments    earnings    currency     attributable 
                                    account              reserve                translation    to owners 
                                                                                  reserve        of the 
                                                                                                 parent 
                         --------  --------  --------  -----------  ---------  ------------  ------------- 
 
                         GBP'000   GBP'000    GBP'000    GBP'000     GBP'000      GBP'000       GBP'000 
 
Balance at 1 May 2019       2,198    53,948     1,658        1,440     13,597           841         73,682 
 
Shares issued under 
 share option 
 schemes (note 22)             64     1,328         -            -          -             -          1,392 
Shares issued under the 
 share incentive 
 scheme (note 22)               4        88         -            -          -             -             92 
Share-based payments 
 (notes 4 & 
 24)                            -         -         -        1,690          -             -          1,690 
Shares purchased under 
 the share 
 incentive scheme               -         -         -          (3)          -             -            (3) 
Transfer on exercise of 
 share options 
 (note 24)                      -         -         -        (636)        636             -              - 
Transfer in respect of 
 share incentive 
 scheme (note 24)               -         -         -        (121)        121             -              - 
Taxation on share-based 
 payments 
 in equity                      -         -         -            -    (1,050)             -        (1,050) 
Equity dividends paid 
 (note 23)                      -         -         -            -      (656)             -          (656) 
                         --------  --------  --------  -----------  ---------  ------------  ------------- 
Total transactions with 
 owners recognised 
 directly in equity            68     1,416         -          930      (949)             -          1,465 
                         --------  --------  --------  -----------  ---------  ------------  ------------- 
 
Loss for the year               -         -         -            -      (193)             -          (193) 
Other comprehensive 
 income for the 
 year                           -         -         -            -      1,447           508          1,955 
                         --------  --------  --------  -----------  ---------  ------------  ------------- 
Total comprehensive 
 income for the 
 year                           -         -         -            -      1,254           508          1,762 
                         --------  --------  --------  -----------  ---------  ------------  ------------- 
 
Balance at 30 April 
 2020                       2,266    55,364     1,658        2,370     13,902         1,349         76,909 
                         ========  ========  ========  ===========  =========  ============  ============= 
 

Ideagen plc

Group Statement of Cash Flows for the year ended 30 April 2021

 
                                                           2021         2020 
Cash flows from operating activities             Note     GBP'000      GBP'000 
Profit/(loss) for the 
 year                                                            623     (193) 
Depreciation of property, plant and equipment     10             688       614 
Amortisation of intangible non-current 
 assets                                           9           14,637    11,268 
Depreciation of right of use assets               11           1,377     1,045 
Net loss on disposal of property, plant 
 and equipment                                    3               81         - 
Share-based payment charges                       24           2,997     1,710 
Net finance costs recognised in profit 
 or loss                                          5              991       799 
Taxation charge /(credit) recognised 
 in profit or loss                                7              156        59 
Business acquisition costs in profit 
 or loss                                          21           1,277       402 
Restructuring costs in profit or loss                            406       830 
Exceptional impairment of financial assets        14               -     1,989 
Loss on transfer to sublease                      12               -         5 
Decrease/(increase) in trade and other 
 receivables                                                   1,226   (2,217) 
Decrease/(increase) in financial instruments 
 debtor                                                           92      (92) 
(Decrease)/increase in trade and other 
 payables                                                    (2,054)        31 
Increase in derivative financial instruments 
 creditor                                                          5       116 
Increase in deferred revenue liability                         2,471     1,691 
                                                       -------------  -------- 
Cash generated by operations                                  24,973    18,057 
Net finance costs paid                                         (777)   (1,002) 
Income tax (paid)/received                                   (1,097)        58 
Business acquisition costs paid                              (1,545)     (877) 
Restructuring costs paid                                       (954)     (218) 
Employer's national insurance paid on 
 share-based payments                                          (705)      (20) 
Net cash generated from operating activities                  19,895    15,998 
                                                       -------------  -------- 
 
Cash flows from investing 
 activities 
Net cash outflow on acquisition of businesses 
 net of cash acquired                             21        (52,815)  (24,091) 
Payments of deferred consideration on 
 business combinations                            19           (525)   (1,269) 
Payments of contingent consideration 
 on business combinations                                          -     (769) 
Payments for development costs                    9          (3,884)   (3,929) 
Payments for property, plant and equipment        10         (2,639)     (895) 
Purchase of software                              9            (329)      (35) 
Lease debtor receipts                                             77        11 
Proceeds of disposal of property, plant 
 and equipment                                                    13         - 
Net cash used in investing activities                       (60,102)  (30,977) 
                                                       -------------  -------- 
 
 

Ideagen plc

Group Statement of Cash Flows for the year ended 30 April 2021 (continued)

 
                                                         2021      2020 
Cash flows from financing activities           Note   GBP'000   GBP'000 
Proceeds from placing of equity shares          22     48,725         - 
Payments for share issue costs                  22    (1,510)         - 
Proceeds from issue of shares under the 
 share option schemes                           22        502     1,307 
Proceeds from issue of shares under the 
 share incentive scheme                         22        100        92 
Cost of shares purchased under the share 
 incentive scheme                                         (4)       (3) 
New borrowings                                  17     23,500    21,250 
Repayment of borrowings                         17   (28,500)   (4,007) 
Principal paid on lease liabilities             11      (911)   (1,020) 
Equity dividends paid                           23      (793)     (656) 
Net cash generated from financing activities           41,109    16,963 
                                                     --------  -------- 
 
Net increase in cash and cash equivalents 
 during the year                                          902     1,984 
Cash and cash equivalents at the beginning 
 of the year                                    28      8,216     6,199 
Effect of exchange rate changes on cash 
 balances held in foreign currencies                    (164)        33 
                                                     --------  -------- 
Cash and cash equivalents at the end 
 of the year                                    28      8,954     8,216 
                                                     --------  -------- 
 

Ideagen plc

Notes to the Financial Statements for the year ended 30 April 2021

   1            Accounting policies 

Reporting entity, principal activities and basis of preparation

Ideagen plc is a public limited company, incorporated and domiciled in England & Wales. The ordinary shares of the Company are traded on the AIM market of the London Stock Exchange.

The principal activities of the Group are the development and sale of information management software to businesses in highly regulated industries and the provision of associated professional services and support.

The business has a track record of organic and acquisitive growth, having made 18 acquisitions before 30 April 2020 and a further 3 in the year ended April 2021. There is an established process for the execution and integration of acquisitions, both from an operational and financial perspective. This includes a 72-point checklist and staff members across the business with deep integration experience. The approach to accounting for goodwill and intangibles is set out in the Accounting Policies note below.

The financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006.

The results shown do not constitute statutory financial statements for the year ended 30 April 2021 within the meaning of section 435 of the Companies Act 2006 but are extracted from those financial statements. Statutory accounts for the year ended 30 April 2021 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, being the functional currency of the Group, generally rounded to the nearest thousand. The annual financial statements have been prepared on the historical cost basis, except for derivative financial instruments which are carried at fair value.

The Group financial statements include all of its subsidiary undertakings made up to 30 April 2021. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. All intra-group balances and transactions are eliminated. The financial statements of all subsidiaries are prepared up to the same date as the parent Company with the exception of Ideagen EOOD in Bulgaria which makes its financial statements up to 31 December each year as required by Bulgarian law.

The preparation of financial statements in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 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 reported period. Although these estimates are based on management's best knowledge of current events and actions, actual results ultimately may differ from those estimates.

Going Concern

Our going concern assessment and related disclosure has been enhanced this year in view of the ongoing uncertainty around the COVID-19 pandemic, and its potential macroeconomic impact. The approach focuses on a review of the following factors:

-- External market dynamics and any changes or trends likely to impact demand or the competitive landscape

-- Current financial condition of the business, including recurring revenue, profitability and cashflow trends and forecasts

   --      Banking facilities and liquidity position 
   --      Customer relationships 
   --      Other business risks 

A comprehensive assessment is made of each area taking into account all available information - internal and external - and focused on a one year period from approval of the financial statements.

Our decisions and actions during the pandemic have been based on the principles of protecting our people, ensuring our business remains strong and working collaboratively with our customers through the challenges they face. Management of this transition has been effective and due to systems and processes established prior to the pandemic has had a limited impact on the operational performance of the Group.

At the outset of the pandemic in the UK, the directors reviewed the business and took the strategic decision to reduce cost via a targeted redundancy programme. These decisions were both an acceleration of strategic initiatives in moving towards a digital marketing function and a reshaping of the operational cost base. The savings provided additional financial resilience at a point when COVID-19 was starting to unfold.

   1           Accounting policies (continued) 

Foreign currencies

In preparing the financial information of each individual group entity, transactions in currencies other than the entity's functional currency are recognised at the rates of exchange prevailing at the date of those transactions. At the end of the financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

For the purposes of the consolidated financial information, the assets and liabilities of foreign operations are translated into sterling using exchange rates prevailing at the end of each financial year. Income and expenses are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during the year, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising are recognised in other comprehensive income and accumulated in a foreign currency translation reserve within equity.

Leases

Leases - company as lessee

At inception of the contract, the group and company assesses whether a contract is, or contains, a lease. It recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee. The right-of-use assets and lease liabilities are presented as separate line items in the statement of financial position.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's and company's incremental borrowing rate on commencement of the lease is used.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, plus lease payments made on or before the commencement day, less any lease incentives received and plus any initial direct costs. They are subsequently measured at cost less accumulated depreciation. Right-of-use assets are depreciated over the term of the respective lease.

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

   --      Leases of low value assets; and 
   --      Leases with a duration of 12 months or less. 

Derivative financial instruments

The Group and company uses foreign currency forward contracts to reduce its exposure to risks from foreign exchange movements. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. Changes in the fair value of derivatives are recognised in profit or loss, within operating costs.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Exceptional items

The Group presents as exceptional items on the face of the Statement of Comprehensive Income those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to better understand the elements of financial performance in the year, so as to facilitate comparison with prior years.

   1           Accounting policies (continued) 

Taxation

The tax charge or credit is based on the result for the year and comprises current and deferred income tax.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the year-end date and includes any adjustment to tax payable in respect of previous years.

Deferred income tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities included in the financial statements and the tax base of those assets and liabilities. Deferred income tax assets are recognised only to the extent that the directors consider that it is probable that there will be suitable taxable profits in the future against which an asset can be utilised.

Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the year-end date. Deferred income tax assets and deferred income tax liabilities arising in different tax jurisdictions are not offset.

Provisions

Provisions are made where an event has taken place that gives the Group and Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Group and Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Pensions and post-retirement benefits

The Group operates a defined contribution pension scheme which is available to all employees. The assets of the scheme are held separately from those of the Group in independently administered funds. Payments are made by the Group to this scheme and contributions are charged in the Statement of Comprehensive Income as they become payable.

Goodwill

Goodwill arising on business combinations is initially measured at cost being the excess of the fair value of the consideration paid over the Group's interest in the net fair value of the identifiable assets and liabilities acquired. Costs of acquiring businesses are expensed as incurred. Goodwill is subsequently measured at cost less any accumulated impairment losses.

Goodwill is not amortised but is reviewed annually for impairment. Impairment is determined by assessing the recoverable amount of the cash-generating unit which contains the goodwill. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the Statement of Comprehensive Income.

Other intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. The estimated useful life and amortisation method are reviewed annually with the effect of any changes being reflected on a prospective basis.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at their initial fair value less amortisation and accumulated impairment losses.

Research costs are expensed as incurred. An intangible asset arising from development expenditure on a project is only recognised if management considers that it is technically feasible and that there are sufficient resources available to complete the asset so that it will be available for use or sale, that it intends to complete and is able to sell or use the asset to generate future economic benefits and that the costs of the development project can be measured reliably. Following the initial recognition of the expenditure, the asset will be carried at cost less accumulated amortisation and impairment losses.

   1           Accounting policies (continued) 

Amortisation is applied once the asset is available for use to write off the cost over the period which is expected to benefit from the sale of the asset.

The annual amortisation rates applied to the Group's intangible assets on a straight-line basis are as follows:

   Software                                                           20% 
   Development costs                                           20% 
   Customer relationships                                    10% 

Amortisation charges are included in 'Depreciation and amortisation' in the Statement of Comprehensive Income.

The Company's investments in subsidiaries

The Company recognises its investments in subsidiaries at cost less any impairment in its separate financial statements. Costs of acquiring businesses are expensed as incurred. Impairment is determined by assessing the recoverable amount of the investment. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in the Statement of Comprehensive Income.

The recoverable amount is determined using a value in use methodology based on discounted cash flow projections.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated at the annual rates shown below so as to write off the cost, less any estimated residual values, over the expected useful economic lives of the assets concerned:

   --      Office equipment at 15% - 33% on a straight-line basis 
   --      Motor vehicles at 25% - 33% on a reducing balance basis 
   --      Leasehold improvements over the remaining lease term 
   --      All other plant and equipment assets at 15% - 33% on a straight-line basis. 

The remaining useful lives and residual values of property, plant and equipment are reassessed by the directors each year.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any indication exists, the carrying values are written down to the recoverable amount.

Impairment of non-financial assets

The Group reviews the carrying amounts of its tangible and intangible assets if there is a triggering event 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 an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount provided that this does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method less any allowance for expected credit losses.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. The expected loss rate against certain balances is adjusted where there are specific indicators that the trade receivable is either irrecoverable or the risk of loss is high. Indicators include, amongst others, the failure of a debtor to engage in a repayment plan with the Group or a failure to make contractual payments for a period greater than 120 days past due.

   1           Accounting policies (continued) 

Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand. For the purpose of the Statement of Cash Flows, cash and cash equivalents as defined above are stated net of any outstanding bank overdrafts.

Trade and other payables

Trade and other payables are recognised initially at fair value. After initial recognition, they are measured at amortised cost using the effective interest method.

Contract liabilities are recognised when payment from a customer is received in advance of performance obligations being satisfied. Contract liabilities are shown as deferred revenue within trade and other payables.

Financial liabilities and equity instruments

Equity and debt instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

The Group's financial liabilities include trade and other payables and borrowings which are measured at amortised cost using the effective interest rate method.

An equity instrument is any contract which evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group, such as share capital and share premium, are recognised at the proceeds received net of direct issue costs.

Contingent consideration

Contingent consideration is initially measured at fair value at the date of completion of the acquisition.

The accounting for changes in the fair value of contingent consideration arising on business combinations that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as a liability is remeasured to fair value at subsequent reporting dates and the corresponding gain or loss is recognised in the Statement of Comprehensive Income.

Share-based payments

The cost of equity settled transactions with employees is measured by reference to the fair value on the date they are granted. Where there are no market conditions attaching to the exercise of the options, the fair value is determined using a range of inputs into a Black-Scholes pricing model. Where there are market conditions attaching to the exercise of the options a trinomial option pricing model is used to determine fair value based on a range of inputs. The value of equity-settled transactions is charged to the Statement of Comprehensive Income over the period in which the service conditions are fulfilled with a corresponding credit to a share-based payments reserve in equity.

On the exercise of share options, an amount equal to the fair value of the option at the date it was granted is transferred from the share-based payments reserve into retained earnings.

The Group has a Share Incentive Scheme under which all eligible employees can be awarded free shares. The fair value of shares awarded under the Scheme is the market value of those shares at the date of grant which is then recognised on a straight-line basis over the vesting period. The free shares awarded are issued at nominal value and held in a trust managed by a third-party trustee. On vesting, an amount equal to the fair value of the shares at the date the shares were awarded is transferred from the share-based payments reserve into retained earnings.

Dividends

Dividends distributed to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends are approved by the Company's shareholders or, in the case of interim dividends, when they are paid.

   1           Accounting policies (continued) 

Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets, liabilities, revenues and expenses. However, the nature of estimation means that actual outcomes could differ from those estimates.

In applying the Group's accounting policies, management has made the following judgements and estimates which have the most significant effect on the amounts recognised in the financial statements.

Acquisition intangibles

The Group initially measures the separable intangible assets acquired in a business combination at their fair value at the date of acquisition. Management judgement is required in deriving a number of assumptions which are used in assessing the fair value of each acquisition intangible including the timing and amount of future incremental cash flows expected to be generated by the asset and in calculating an appropriate cost of capital. Management judgement is also required in assessing the useful economic lives of these assets for the purposes of amortisation.

Deferred income tax assets

Management judgement is required to determine the amount of deferred income tax assets that can be recognised, based on the likely timing and level of future taxable profits. Details of the deferred income tax assets recognised in respect of trading losses and share-based payments are given in Note 7.

Share-based payments

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Judgement is required in determining the most appropriate valuation model and the most appropriate inputs into the model including the level of volatility and the expected life of the option. Further information is given in Note 24.

Impairment of goodwill

The Group tests goodwill for impairment on an annual basis in line with the accounting policy noted above. This involves judgement regarding the future development of the business and the estimation of the level of future growth, cash flows and

an appropriate discount rate to support the carrying value of goodwill.

Trade and other receivables

Management judgement is required in considering the recoverability of debts and in the estimation of expected credit losses which may be incurred. Further information is provided in notes 14 and 25.

Impairment of other assets

The Group reviews the carrying value of all other assets for indications of impairment at each period end. If indicators of impairment exist, the carrying value of the asset is subject to further testing to determine whether its carrying value exceeds its recoverable amount. This process will usually involve the estimation of future cash flows which are likely to be generated by the asset.

Development costs

Management judgement is required in assessing the fair value of development costs capitalised including the future economic benefit expected to be generated by those assets and in calculating the attributable costs. Management judgement is also required in assessing the useful economic lives of these assets for the purposes of amortisation. Further information is provided in note 9.

Revenue recognition

Management judgement is required in assessing the point at which revenue should be recognised. Revenue is recognised at the point when the significant risks and rewards of ownership have passed to the buyer through the satisfaction of performance obligations.

   2    R evenue 

The directors consider that the Group has a single business segment, being the sale of information management software to highly regulated industries. The operations of the Group are managed centrally with group-wide functions covering sales and marketing, development, professional services, customer support and finance and administration.

An analysis of revenue by product or service is given below.

 
                                                  2021      2020 
                                                 GBP'000   GBP'000 
Recurring software subscription/SaaS              32,183    22,092 
Recurring support & maintenance                   22,009    20,993 
                                                --------  -------- 
Total recurring revenues                          54,192    43,085 
Software - new licences & development kits         6,283     7,189 
Professional services                              5,169     5,910 
Other revenues                                         -       381 
                                                --------  -------- 
                                                  65,644    56,565 
                                                --------  -------- 
 
Revenue recognised on an "Over a period of 
 time" basis                                      59,367    48,995 
Revenue recognised on a "Point in time" basis      6,277     7,570 
                                                  65,644    56,565 
                                                --------  -------- 
 
   2   Revenue (continued) 

An analysis of external revenue by location of customers and non-current assets by location of assets is given below:

 
                          External revenue           Non-current assets 
                       by location of customers     by location of assets* 
                     ---------------------------  ------------------------- 
               2021                     2020           2021          2020 
                        GBP'000       GBP'000        GBP'000      GBP'000 
 
United Kingdom              29,195        24,205        151,802     101,775 
North America               23,321        18,861         27,471      15,094 
Europe                       7,064         6,548          3,658       4,010 
Middle East                  1,880         2,379              3          29 
Rest of the World            4,184         4,572            762         712 
Unallocated                      -             -          2,091       2,296 
                            65,644        56,565        185,787     123,916 
                     -------------  ------------  -------------  ---------- 
 

*Non-current assets exclude deferred income tax assets.

The following table shows a split of revenue between brought-forward contract liabilities (deferred revenue) that were subsequently recognised and the satisfaction of in-period performance obligations.

 
                                                 2021      2020 
                                                GBP'000   GBP'000 
Revenue recognised in the period relating to 
 brough forward contract liabilities             22,495    18,323 
Revenue related to performance obligations 
 satisfied during the year                       43,149    38,242 
                                               --------  -------- 
                                                 65,644    56,565 
                                               --------  -------- 
 

As at 30 April 2021 the value of contract liabilities relating to contracts with customers was GBP34,662,000 (30 April 2020: GBP22,799,000), defined as deferred revenue on the Statement of Financial Position. Contract liabilities have increased by GBP11,863,000 partly as a result of acquisitions in the year (see note 21) and an increase in overall contract activity. 98% of the deferred revenue balance as at 30 April 2021 will be recognised as revenue in the year ended 30 April 2022.

No single customer accounted for more than 10% of total revenue in either year.

   3           Operating costs 
 
                                                   2021      2020 
                                                 GBP'000    GBP'000 
 
Wages and salaries (note 4)                        26,947   22,929 
Lease charges - land & buildings                       48      166 
Loss on disposal of property, plant and 
 equipment                                             81        - 
Foreign exchange losses                                16        3 
Net losses on financial instruments measured 
 at FVTPL                                             121       24 
Other operating costs                              10,286    9,795 
                                                  -------  ------- 
                                                   37,499   32,917 
                                                  -------  ------- 
 
Depreciation and amortisation: 
Amortisation of acquisition-related intangible 
 assets                                            12,072    9,454 
Amortisation of software                               85 
Amortisation of other intangible assets             2,481    1,814 
                                                  -------  ------- 
Total amortisation of intangible assets            14,638   11,268 
Depreciation of property, plant and equipment         688      614 
Depreciation of right of use asset                  1,377    1,045 
                                                  -------  ------- 
Total depreciation and amortisation                16,703   12,927 
                                                  -------  ------- 
 
Total research and development costs               10,374    8,734 
Less: development costs capitalised               (3,884)  (3,929) 
                                                  -------  ------- 
Research and development costs expensed             6,490    4,805 
                                                  -------  ------- 
 
Auditor's remuneration 
 - The audit of the consolidated and parent 
  company's annual accounts                            12       12 
Fees payable for other services provided 
 by the Auditor and its related entities: 
 - The audit of the Company's subsidiaries' 
  annual accounts                                     192      141 
 - Tax compliance and advisory services                 -       31 
                                                  -------  ------- 
 
   4           Particulars of employees 

The average number of staff, including directors, employed by the Group during the year, analysed by category, was as follows:

 
                          2021      2020 
 
                         Number     Number 
 
Administrative staff          83       57 
Sales and marketing          161      147 
Technical and support        368      333 
                             612      537 
                         -------  ------- 
 

There were no staff employed by the Company in the year.

The aggregate payroll costs of these employees were as follows:

 
                                                  2021         2020 
 
                                                 GBP'000      GBP'000 
Wages and salaries                                 27,016     23,466 
Social security costs                               2,988      2,578 
Other pension costs (note 27)                         827        814 
                                                ---------  --------- 
                                                   30,831     26,858 
Less: internal development costs capitalised      (3,884)    (3,929) 
                                                ---------  --------- 
                                                   26,947     22,929 
Share based payment costs (note 24) 
 - on options granted                               1,777      1,248 
 - on share incentive scheme                          515        442 
 - national insurance                                 704         20 
                                                   29,943     24,639 
                                                ---------  --------- 
 
   5           Net finance costs 
 
                                             2021      2020 
 
                                          GBP'000   GBP'000 
 
Borrowing facility fees amortised             138       108 
Interest payable on bank borrowings           764       656 
Bank interest receivable                      (1)      (14) 
Interest expense on lease liabilities          98        53 
Interest income on lease receivables          (8)       (4) 
 
                                              991       799 
                                         --------  -------- 
 
   6            Directors' remuneration and share options 

The total remuneration of the directors (including fees) for the year was as follows:

 
                                                2021      2020 
 
                                             GBP'000   GBP'000 
 
Directors' remuneration                        1,514       942 
Directors' pension contributions                  37        42 
 
 
Total per Remuneration Committee report        1,551       984 
                                            --------  -------- 
 
Aggregate gains made by directors on the 
 exercise of share options                     2,546     7,138 
                                            --------  -------- 
 

The remuneration of the highest paid director during the year ended 30 April 2021 was GBP516,000 (2020: GBP257,000). Details of the remuneration of individual directors is included in the Remuneration Committee report.

   7          Taxation 

The taxation charge recognised in the Group Statement of Comprehensive Income can be analysed as follows:

 
                                                  2021      2020 
 
                                               GBP'000   GBP'000 
Current income tax 
UK corporation tax on profit for 
 the current year                                  598     1,521 
Overseas income tax charge for the 
 current year                                      699       664 
Adjustments in respect of prior period 
 - UK                                             (31)      (76) 
Adjustments in respect of prior period 
 - Overseas                                       (14)     (222) 
                                           -----------  -------- 
                                                 1,252     1,887 
Deferred income tax 
Deferred income tax credit for the 
 current year                                  (1,096)   (1,828) 
 
Total taxation charge recognised 
 in the current year                               156        59 
                                           -----------  -------- 
 

The taxation for the year is higher than (2020: higher than) the average rate of corporation tax in the UK of 19% (2019: 19%). The differences are reconciled below:

 
                                                                             2021       2020 
 
                                                                          GBP'000    GBP'000 
 
Profit/(loss) before taxation                                                 779      (134) 
                                                  -------------------------------  --------- 
Tax on profit/(loss) at average standard 
 rate of 19% (2019: 19%)                                                      148       (25) 
 
Expenses not deductible for tax purposes                                      114        144 
Enhanced R&D tax relief                                                         -      (494) 
Effect on deferred tax from change 
 in current tax rate                                                            -        519 
Different tax rates in overseas jurisdictions                                  48         26 
Movement in deferred tax not recognised                                     (182)         40 
Withholding tax expense                                                        90        182 
Withholding tax expense relief                                               (17)       (35) 
Adjustment in respect of prior period                                        (45)      (298) 
 
Taxation charge recognised for the 
 current year                                                                 156         59 
                                                  -------------------------------  --------- 
 

A further taxation credit of GBP166,000 (2020: (GBP1,050,000)) in respect of share-based payment charges was reflected directly in equity reserves.

   7           Taxation (continued) 

The movements in recognised deferred income tax assets during the year were as follows:

 
Deferred income tax assets: Group         Trading losses   Share-based    Total 
                                                             payments 
                                              GBP'000        GBP'000    GBP'000 
 
At 1 May 2019                                           -            -        - 
On acquisition of businesses                          841            -      841 
Recognised in equity                                    -      (1,050)  (1,050) 
Offset against deferred tax liabilities             (841)        1,050      209 
 
At 30 April 2020                                        -            -        - 
On acquisition of businesses                            -            -        - 
Recognised in equity                                    -          166      166 
Offset against deferred tax liabilities                 -        (166)    (166) 
 
At 30 April 2021                                        -            -        - 
                                           --------------  -----------  ------- 
 
 
Deferred income tax assets: Company       Trading losses       Short term         Total 
                                                            timing differences 
                                              GBP'000            GBP'000        GBP'000 
 
At 1 May 2019                                          70                    -       70 
 
 
 
At 30 April 2020                                       70                    -       70 
                                                        -                    -        - 
Recognised in profit or loss                         (70)                   31     (39) 
Offset against deferred tax liabilities                 -                 (31)     (31) 
 
At 30 April 2021                                        -                    -        - 
                                           --------------  -------------------  ------- 
 

At the 2021 Budget, the government announced an increase in the rate of corporation tax from 19% to 25% from 1 April 2023. This legislation has not yet been enacted so has not been considered in the determination of deferred tax.

The deferred income tax assets are only recognised to the extent that it is considered probable that they can be recovered against future taxable profits based on profit forecasts for the foreseeable future.

At 30 April 2021 the Group also had unrecognised deferred income tax assets in respect of trading losses of GBP1,965,000 (2020: GBP688,000) in the Group and GBP420,000 (2020: GBP427,000) in the Company.

The unrecognised trading losses arise in entities where there is sufficient uncertainty on the ability to be offset against taxable income in the foreseeable future. These losses can be carried forward indefinitely.

   7           Taxation (continued) 

The movements in deferred income tax liabilities during the year were as follows:

 
Group                                      Accelerated       Intangibles   Total 
                                        capital allowances 
                                             GBP'000           GBP'000    GBP'000 
 
At 1 May 2019                                            -       (7,344)   (7,344) 
Recognised in profit or loss                             -         1,828     1,828 
Recognised on business combinations                      -       (3,312)   (3,312) 
Foreign exchange differences                             -          (66)      (66) 
Offset against deferred tax assets                       -         (209)     (209) 
 
At 30 April 2020                                         -       (9,103)   (9,103) 
 
Recognised in profit or loss                         (176)         1,272     1,096 
Recognised on business combinations                      -      (10,506)  (10,506) 
Foreign exchange differences                             -           253       253 
Offset against deferred tax assets                       -           166       166 
 
At 30 April 2021                                     (176)      (17,918)  (18,094) 
                                       -------------------   -----------  -------- 
 
 
 
Deferred income tax liabilities:                      Accelerated 
 Company                                           capital allowances 
                                                        GBP'000 
 
At 1 May 2020                                                       - 
 
Recognised in profit or loss                                    (175) 
Offset against deferred tax assets                                 31 
 
At 30 April 2021                                                (144) 
                                                  ------------------- 
 

The deferred tax liabilities at 30 April 2021 are expected to crystallise as follows:

 
                                   Company    Group 
                                    GBP'000  GBP'000 
 
Within 1 year                           (7)   (2,056) 
After more than 1 year                (137)  (16,038) 
 
                                      (144)  (18,094) 
                                    -------  -------- 
 
 
   8            Earnings per share 

Basic earnings per share is computed by dividing the profit/(loss) for the year attributable to equity holders of the parent by the weighted-average number of ordinary shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/(loss) for the year attributable to equity holders of the parent by the weighted-average number of ordinary shares outstanding during the year as adjusted for the effect of all dilutive potential ordinary shares.

The following tables set out the computations for basic and diluted earnings per share:

 
 Year ended 30 April 2021             Earnings    Weighted     Per-share 
                                                   average       amount 
                                                    number 
                                       GBP'000    of shares      pence 
 Basic EPS 
 Profit for the year attributable 
  to equity holders of the parent       623      236,926,552     0.26 
                                                              ---------- 
 
 Effect of dilutive securities: 
  share options                          -        2,625,022 
 
 Diluted EPS 
                                     ---------  ------------ 
 Profit of the year attributable 
  to equity holders of the parent       623      239,551,574     0.26 
                                     ---------  ------------  ---------- 
 
 
 Year ended 30 April 2020             Earnings    Weighted     Per-share 
                                                   average       amount 
                                                    number 
                                       GBP'000    of shares      Pence 
 Basic EPS 
 Loss for the year attributable 
  to equity holders of the parent        (193)   223,167,142      (0.09) 
                                                              ---------- 
 
 

Diluted loss per share

The weighted average number of shares and the loss for the year for the purposes of calculating diluted loss per share are the same as for the basic loss per share calculation. This is because the outstanding share options would have the effect of reducing the loss per share and would not, therefore, be dilutive under the terms of IAS 33.

Adjusted EPS

In order to better demonstrate the performance of the Group, an adjusted earnings per share calculation has been presented below which adds back or deducts items outlined in further detail below, which are typically adjusted for by users of financial statements. The calculations of the adjusted basic and diluted earnings per share amounts are based on the following information:

   8            Earnings per share (continued) 
 
                                                                      2021                 2020 
                                                                     GBP'000              GBP'000 
Profit / (loss) for the year attributable 
 to equity holders of the parent                                          623              (193) 
Adjustments: 
Costs of acquiring businesses                                           1,277                402 
Share-based payment charges                                             2,997              1,710 
Restructuring costs                                                       406                830 
Exceptional impairment of financial assets 
 (trade receivables)                                                        -              1,989 
RDEC grant income                                                       (260)                  - 
Tax on RDEC grant income                                                   49                  - 
Deferred taxation on share-based payment 
 charges                                                                   88              (121) 
Amortisation of acquisition-related intangibles 
 (Note 3)                                                              12,072              9,454 
Deferred taxation on amortisation of acquisition-related 
 intangibles                                                          (2,368)            (1,348) 
Current tax on restructuring costs                                       (77)              (158) 
Current tax on exceptional impairment of 
 financial assets (receivables)                                             -              (378) 
 
 
Adjusted earnings                                                      14,807             12,187 
                                                            -----------------  ----------------- 
 
Weighted average number of shares: Basic 
 adjusted EPS calculation                                         236,926,552        223,167,142 
Effect of dilutive securities: share options                        2,625,022          4,396,115 
                                                            -----------------  ----------------- 
Weighted average number of shares: Diluted 
 adjusted EPS calculation                                         239,551,574        227,563,257 
                                                            -----------------  ----------------- 
 
 
Adjusted earnings per share:     2021       2020 
                                 Pence      Pence 
 
Basic                              6.25     5.46 
                                -------  ------- 
Diluted                            6.18     5.36 
                                -------  ------- 
 

Adjustments to earnings and EBITDA

Share-based payment charges are in respect of the Group's equity settled share option schemes and the share incentive scheme and are excluded in the calculation of adjusted earnings and EBITDA due to their volatility from year to year which impacts on the underlying level of profitability.

Restructuring costs relate to redundancy and other costs linked to the COVID-19 pandemic and the closure of offices. Restructuring costs and the one-off costs related to the acquisition of businesses such as professional fees and stamp duty are excluded in the calculation of adjusted earnings and EBITDA as they are not part of the underlying trading activities of the Group and relate to events which are not expected to reoccur.

RDEC grant income is in respect of research and development relief. This is excluded in the calculation of adjusted earnings and EBITDA it is not part of the underlaying trading activities of the Group.

The exceptional impairment of receivables in the prior year has not recurred in the current period.

   9               Intangible assets 

Group

 
                      Goodwill   Software      Customer       Brand     Development    Total 
                                             relationships                 costs 
                       GBP'000    GBP'000       GBP'000       GBP'000     GBP'000      GBP'000 
 Cost 
 
 At 1 May 2019          41,818     25,022           42,444          -        10,652    119,936 
 Acquisition 
  through business 
  combinations 
  (note 21)             12,337      4,946           12,592          -             -     29,875 
 Foreign exchange 
  differences              211         79              178          -             -        468 
 Additions                   -         35                -          -             -         35 
 Additions 
  from internal 
  development                -          -                -          -         3,929      3,929 
                                                            --------- 
 At 30 April 
  2020                  54,366     30,082           55,214          -        14,581    154,243 
 
 Acquisition 
  through business 
  combinations 
  (note 21)             21,368     24,405           27,063        567             -     73,403 
 Foreign exchange 
  differences            (829)      (294)            (707)          -             -    (1,830) 
 Additions                   -        329                -          -             -        329 
 Additions 
  from internal 
  development                -          -                -          -         3,884      3,884 
                                                            --------- 
 At 30 April 
  2021                  74,905     54,522           81,570        567        18,465    230,029 
                     ---------  ---------  ---------------  ---------  ------------  --------- 
 
   Amortisation 
 
 At 1 May 2019               -     14,537           10,750          -         3,900     29,187 
 Amortisation 
  expense                    -      4,347            5,107          -         1,814     11,268 
                                                                    - 
                                                            --------- 
 At 30 April 
  2020                       -     18,884           15,857          -         5,714     40,455 
 
 Amortisation 
  expense                    -      5,613            6,480         63         2,481     14,637 
 
 At 30 April 
  2021                       -     24,497           22,337         63         8,195     55,092 
                     ---------  ---------  ---------------  ---------  ------------  --------- 
 
 Net carrying 
  amount 
 
 At 30 April 
  2021                  74,905     30,025           59,233        504        10,270    174,937 
                     ---------  ---------  ---------------  ---------  ------------  --------- 
 At 30 April 
  2020                  54,366     11,198           39,357          -         8,867    113,788 
                     ---------  ---------  ---------------  ---------  ------------  --------- 
 
   9           Intangible assets (continued) 

Goodwill

The carrying amount of goodwill has been allocated to the following Cash Generating Units ("CGUs"):

 
                                 GBP'000 
 
    GRC CGU                       73,655 
    Content & clinical CGU         1,250 
 
                                  74,905 
                             ----------- 
 

The GRC CGU comprises the businesses of the acquisitions of Gael, Pentana, Covalent, Pleasetech, IPI Solutions, Logen, Ideagen Software, Ideagen Capture, Proquis, Medforce, InspectionXpert, Morgan Kai, Scannell Solutions, Redland, Optima, Workrite, Qualsys, Huddle and Qualtrax.

The Content & Clinical CGU comprises the businesses of the acquisitions of Plumtree, MSS and EIBS.

These goodwill amounts were tested for impairment at 30 April 2021 by comparing the carrying value of the cash generating unit with the recoverable amount. The carrying value of the cash generating unit comprises acquired intangibles (goodwill, software and customer relationships) and working capital. The recoverable amount was determined using a value in use methodology based on discounted cash flow projections. The key assumptions used in the value in use calculations were as follows:

 
      (i)     The operating cash flows for these businesses for the 
               year to 30 April 2021 are taken from the budget approved 
               by the Board which is closely linked with recent historical 
               performance and current sales opportunities. The operating 
               cash flow budget is most sensitive to the level of new 
               business sales; 
      (ii)    No growth has been assumed in operating cash flows for 
               the remainder of the value in use calculation period; 
      (iii)   A pre-tax discount rate of 9% (2020: 10%) has been used; 
      (iv)    The use of cash flow projections over longer than a 5 
               year period is considered appropriate as many of the businesses 
               comprising both of the CGUs have been operating for over 
               15 years, have strong recurring revenue bases and the 
               Group continues to invest in the development of the products 
               in both CGUs. 
 

GRC CGU

On the basis of the above assumptions and using projection periods of 10 years, 15 years and in perpetuity, the recoverable amount of the CGU, based on a value in use methodology, is estimated to exceed the carrying amount of the CGU by the amounts shown in the table below. Future annual operating cash inflows, which are most sensitive to the level of new business sales, would need to be consistently lower than the no-growth assumption used in the value in use calculation to reduce the recoverable amount of the CGU to below the carrying amount. Based on the historic sales performance of the business and actions being taken to grow the business, the directors do not currently expect this reduced level of future annual operating cash flows to occur.

Any significant change in assumptions would not lead to an impairment.

   9           Intangible assets (continued) 

Content & Clinical CGU

On the basis of the above assumptions and using projection periods of 10 years, 15 years and in perpetuity, the recoverable amount of the CGU, based on a value in use methodology, is estimated to exceed the carrying amount of the CGU by the amounts shown in the table below. Future annual operating cash inflows, which are most sensitive to the level of new business sales, would need to be consistently lower than the no-growth assumption used in the value in use calculation by the percentages shown in the table below to reduce the recoverable amount of the CGU to below the carrying amount. Based on the historic sales performance of the business and actions being taken to grow the business, the directors do not currently expect this reduced level of future annual operating cash flows to occur.

 
                                               Projection period in value 
                                                   in use calculations 
                                          ------------------------------------ 
                                           In perpetuity   15 years   10 years 
 
 Amount by which recoverable amount 
  of the CGU, based on value in use, 
  exceeds the carrying amount (GBP'000)        2,943        1,759      1,008 
 
 Reduction in annual operating cash 
  flows below the no-growth assumption 
  used in value in use calculations 
  required to reduce the recoverable 
  amount of the CGU below the carrying 
  amount                                        75%          65%        51% 
 

Development costs

Development costs are internally generated. At 30 April 2021, the carrying amount of ongoing development projects on which amortisation has not yet commenced was GBP2,730,000 (2020: GBP2,541,000). At 30 April 2021, the carrying amount of completed development projects on which amortisation is being charged was GBP7,540,000 (2020: GBP6,326,000). The weighted average remaining amortisation period of these assets at 30 April 2021 is years 2.44 (2020: 2.65 years).

The remaining amortisation periods and carrying amounts of the Group's other intangible assets are as follows:

 
                            Remaining amortisation     Carrying amount (GBP'000) 
                                period (years) 
                              2021          2020          2021           2020 
 Customer relationships 
 
 Ideagen Capture                -           0.2                  -              8 
 Ideagen Software               -           0.9                  -             39 
 Proquis                       0.7          1.7                 28             70 
 Plumtree                      1.6          2.6                178            286 
 MSS                           2.2          3.2                 76            111 
 Pentana                       2.5          3.5                397            553 
 EIBS                          3.2          4.2                316            417 
 Gael                          3.7          4.7              3,309          4,203 
 Covalent                      5.3          6.3              1,108          1,318 
 Logen                         5.3          6.3                 94            111 
 IPI Solutions                 5.6          6.6              1,535          1,809 
 Pleasetech                    5.9          6.9              3,248          3,797 
 Medforce                      6.9          7.9              2,330          2,920 
 InspectionXpert               7.3          8.3              1,798          2,237 
 Morgan Kai                    7.4          8.4              7,330          8,319 
 Scannell Solutions            7.7          8.7              1,248          1,410 
 Redland                       8.1          9.1              6,551          7,359 
 Optima                        8.4          9.4                951          1,063 
 Workrite                      8.8          9.8              2,988          3,327 
 Qualsys                       9.3           -               5,309              - 
 Huddle                        9.7           -              14,150              - 
 Qualtrax                      9.8           -               6,289              - 
                                                     -------------  ------------- 
                                                            59,233         39,357 
                                                     -------------  ------------- 
 
 
                         Remaining amortisation     Carrying amount (GBP'000) 
                             period (years) 
                           2021          2020          2021           2020 
   Software 
 
  EIBS                       -            -                   -              - 
  Gael                       -            -                   -              - 
  Covalent                  0.3          1.3                 53            251 
  IPI Solutions             0.6          1.6                199            526 
  Pleasetech                0.9          1.9                632          1,328 
  Medforce                  1.9          2.9                690          1,148 
  InspectionXpert           2.3          3.3                509            795 
  Morgan Kai                2.4          3.4              1,805          2,377 
  Scannell Solutions        2.7          3.7                356            488 
  Redland                   3.1          4.1              1,944          2,570 
  Optima                    3.4          4.4                349            450 
  Workrite                  3.8          4.8              1,003          1,265 
  Qualsys                   4.2           -               4,326              - 
  Huddle                    4.7           -              14,659              - 
  Qualtrax                  4.8           -               3,337              - 
  Gael - addition           4.1           -                 163 
 
                                                         30,025         11,198 
                                                  -------------  ------------- 
 
   9           Intangible assets (continued) 

Company

The intangible assets of the Company are as follows:

 
                                     Software   Development    Total 
                                                   costs 
                                      GBP'000     GBP'000      GBP'000 
 Cost 
 
 At 1 May 2019, 30 April 2020 and 
  30 April 2021                           121           489        610 
                                    ---------  ------------  --------- 
 
 Amortisation 
 
 At 1 May 2019, 30 April 2020 and 
  30 April 2021                           121           489        610 
                                    ---------  ------------  --------- 
 
 Net carrying amount 
 
 At 30 April 2021                           -             -          - 
                                    ---------  ------------  --------- 
 At 30 April 2020                           -             -          - 
                                    ---------  ------------  --------- 
 
   10         Property, plant and equipment 

Group

 
                            Fixtures        Office       Motor       Leasehold     Loan equipment    Total 
                           and fittings    equipment    vehicles    improvements 
 
                             GBP'000                                                   GBP'000 
                                            GBP'000     GBP'000       GBP'000                        GBP'000 
 Cost 
 
 At 1 May 2019                      485        1,907           8             251               43      2,694 
 Additions                           59          430           -             406                -        895 
 Acquisition 
  through business 
  combinations 
  (note 21)                          16           30          15               -                -         61 
 
 Foreign currency 
  exchange differences              (1)          (1)           -             (7)                -        (9) 
 At 30 April 
  2020                              559        2,366          23             650               43      3,641 
 
 Additions                           66          394           -           2,179                -      2,639 
 Acquisition 
  through business 
  combinations 
  (note 21)                           -          170          25              62                -        257 
 Disposals                        (202)        (214)        (15)           (245)                -      (676) 
 Foreign currency 
  exchange differences              (5)         (29)         (1)            (16)                -       (51) 
 At 30 April 
  2021                              418        2,687          32           2,630               43      5,810 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 
 Depreciation 
 
 At 1 May 2019                      275        1,152           8             147               43      1,625 
 Depreciation 
  expense                            86          440           1              87                -        614 
 Foreign currency 
  exchange differences                -          (1)           -             (1)                -        (2) 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 At 30 April 
  2020                              361        1,591           9             233               43      2,237 
 
 Depreciation 
  expense                            83          396           -             209                -        688 
 Disposals                        (171)        (208)         (1)           (202)                -      (582) 
 Foreign currency 
  exchange differences              (3)         (16)           -             (2)                -       (21) 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 At 30 April 
  2021                              270        1,763           8             238               43      2,322 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 
 Net carrying 
  amount 
 
 At 30 April 
  2021                              148          924          24           2,392                -      3,488 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 
 At 30 April 
  2020                              198          775          14             417                -      1,404 
                         --------------  -----------  ----------  --------------  ---------------  --------- 
 
   10         Property, plant and equipment (continued) 

Company

 
                                 Fixtures           Office        Leasehold           Total 
                                    and            Equipment     Improvements        GBP'000 
                                  Fittings 
                                                    GBP'000        GBP'000 
                                  GBP'000 
Cost 
At 1 May 2019                            30              339              153             522 
Additions                                 -               48               62             110 
                             --------------  ---------------  ---------------  -------------- 
At 30 April 2020                         30              387              215             632 
 
Additions                                56               55            2,179           2,290 
Disposals                              (30)            (174)            (154)           (358) 
                             --------------  ---------------  ---------------  -------------- 
At 30 April 2021                         56              268            2,240           2,564 
                             --------------  ---------------  ---------------  -------------- 
Accumulated depreciation 
At 1 May 2019                            26              199               76             301 
Depreciation expense                      1               46               49              96 
                             --------------  ---------------  ---------------   ------------- 
At 30 April 2020                         27              245              125             397 
 
Depreciation expense                      7               56              163             226 
Disposals                              (29)            (174)            (129)           (332) 
                             --------------  ---------------  ---------------   ------------- 
At 30 April 2021                          5              127              159             291 
                             --------------  ---------------  ---------------   ------------- 
Net carrying amount 
As at 30 April 2021                      51              141            2,081           2,273 
                             --------------                   --------------- 
As at 30 April 2020                       3              142               90             235 
                             --------------  ---------------  ---------------   ------------- 
 
 

At 30 April 2021 the Group and the Company had capital commitments of GBP72,000 (2020: GBP2,000,000).

   11          Leases - Group as lessee 

The Group has a number of leased office premises. Under IFRS 16, a Lease liability and a Right of use asset have been recognised in the Statement of Financial Position in respect of the leases set out below which represent the majority of the Group's leased office premises.

Right of Use Assets

The Right of Use Assets in respect of these leased office premises were as follows.

 
                                         Group     Company 
                                         GBP'000    GBP'000 
 At 1 May 2019                            2 ,403      1,168 
 Additions in respect of new leases        7,248      5,845 
 On acquisition of businesses                195          - 
  (note 21) 
 Depreciation                            (1,045)      (351) 
 Transfer of asset subject to              (494)          - 
  sublease 
 Foreign exchange movements                    5          - 
                                       ---------  --------- 
 At 30 April 2020                          8,312      6,662 
 On acquisition of businesses                277          - 
  (note 21) 
 Dilapidations provision                     258        216 
 Lease reassessment                        (332)      (586) 
 Depreciation                            (1,377)      (667) 
 Foreign exchange movements                 (75)          - 
                                       ---------  --------- 
 At 30 April 2021                          7,063      5,625 
                                       =========  ========= 
 
 

Lease liabilities

The lease liabilities in respect of these leased office premises were as follows.

 
                                         Group     Company 
                                         GBP'000    GBP'000 
 At 1 May 2019                             2,327      1,113 
 Additions in respect of new leases        7,248      5,845 
 On acquisition of businesses                191          - 
  (note 21) 
 Interest expense                             53         15 
 Lease payments                          (1,073)      (324) 
 Foreign exchange differences                 18          - 
                                       ---------  --------- 
 At 30 April 2020                          8,764      6,649 
 On acquisition of businesses                277          - 
  (note 21) 
 Lease reassessment                        (332)      (586) 
 Interest expense                             98         59 
 Lease payments                          (1,009)      (214) 
 Foreign exchange differences              (112)          - 
 
 At 30 April 2021                          7,686      5,908 
                                       =========  ========= 
 
   11          Leases - Group as lessee (continued) 

The maturity of the Group's lease liabilities is as follows.

 
                         2021       2020 
                        GBP'000    GBP'000 
 Less than one year       1,027      1,039 
 One to two years           856      1,290 
 Two to five years        1,824      1,976 
 Over five years          3,978      4,459 
                      ---------  --------- 
                          7,686      8,764 
                      =========  ========= 
 

Analysed as:

 
 Non-Current Liabilities    6,659   7,725 
 Current Liabilities        1,027   1,039 
                           ------  ------ 
                            7,686   8,764 
                           ======  ====== 
 

The following incremental borrowing rates were used in the calculation of these lease liabilities:

   UK leases                        1.00% 
   US leases                                     2.00% 
   Other overseas leases            2.75% 

The Group's lease arrangements do not include variable payments. The total cash outflow for leases in the year was GBP1,009,000 (2020: GBP1,073,000).

The maturity of the company's lease liabilities is as follows.

 
                         2021       2020 
                        GBP'000    GBP'000 
 Less than one year      242           259 
 One to two years        401           562 
 Two to five years      1,286        1,416 
 Over five years        3,979        4,412 
                      ---------  --------- 
                        5.908        6,649 
                      =========  ========= 
 

Analysed as:

 
 Non-Current Liabilities    5,666   6,390 
 Current Liabilities         242      259 
                           ------  ------ 
                            5,908   6,649 
                           ======  ====== 
 
   12         Lease receivables (continued) 

During the year ended 30 April 2020, the Group sub-let office premises in Chicago for a lease period of 5.8 years representing the remaining period of the lease. The Group has classified the sub lease as a finance lease.

The following table sets out the maturity analysis of the lease receivable:

 
                                                  2021     2020 
                                                 GBP'000   GBP' 
                                                            000 
 Less than one year                                   83     89 
 One to two years                                     86     91 
 Two to three years                                   88     94 
 Three to four years                                  90     96 
 Four to five years                                   46     99 
 Over five years                                       -     50 
                                                --------  ----- 
 Total undiscounted lease payments receivable        393    519 
 Unearned finance income                            (17)   (27) 
                                                --------  ----- 
 Net investment in the lease                         376    492 
                                                ========  ===== 
 

The timing of the recoverability of the net investment in the lease is as follows.

 
                                   2021       2020 
                                  GBP'000    GBP'000 
 Recoverable after 12 months          299        412 
 Recoverable within 12 months          77         80 
                                ---------  --------- 
                                      376        492 
                                =========  ========= 
 

The timing of lease payments receivable on an undiscounted basis is as follows.

 
                                            2021       2020 
                                           GBP'000    GBP'000 
 Recoverable after more than 12 months         310        430 
 Recoverable within 12 months                   83         89 
                                         ---------  --------- 
                                               393        519 
                                         =========  ========= 
 

A loss of nil (2020: GBP5,000) on the transfer of the Chicago office premises lease from a Right of Use Asset to a lease receivable has been charged through the Statement of Comprehensive Income for the year.

Finance income of GBP8,000 (2020: GBP4,000) on this sublease has been recognised in net finance costs (note 5).

   13          Fixed asset investments 
 
                                                      Shares 
                                                  in subsidiaries 
 
Cost                                                  GBP'000 
 
As at 1 May 2019                                           71,767 
Additions in the year                                      26,871 
Transfer of shares to other group companies               (6,656) 
Capital contributions to subsidiary companies               1,690 
                                                 ---------------- 
As at 30 April 2019                                        93,672 
 
Additions in the year                                      43,726 
Transfer of shares to other group companies                     - 
Capital contributions to subsidiary companies               2,292 
                                                 ---------------- 
As at 30 April 2021                                       139,690 
                                                 ---------------- 
 
Net carrying amount 
 
As at 30 April 2021                                       139,690 
                                                 ---------------- 
 
As at 30 April 2020                                        93,672 
                                                 ---------------- 
 

At 30 April 2021 the Company held 100% of the nominal value of all classes of the share capital of the companies set out below. All of these companies are incorporated in England & Wales with the exception of Ideagen Gael Limited and Gael Products Limited which are incorporated in Scotland, Ideagen Inc, Ideagen Software Inc, Medforce Technologies Inc, Covalent Software Inc, InspectionXpert Corp, Morgan Kai Group Inc and Ocean Cloud Software Inc which are incorporated in the United States of America, Ideagen EOOD which is incorporated in Bulgaria and Scannell Solutions Limited which is incorporated in the Republic of Ireland.

 
Name of subsidiary        Nature of business                     Class of shares 
 
Ideagen Gael Limited      Development and sale of software        Ordinary and 
                           licences, software maintenance          'B' Ordinary 
                           and related professional services 
Ideagen Software Limited  Development and sale of software        Ordinary and 
                           licences, software maintenance          'B' Ordinary 
                           and related professional services 
Pleasetech Limited        Development and sale of software          Ordinary 
                           licences, software maintenance 
                           and related professional services 
Ideagen EOOD              Development and sale of software          Ordinary 
                           licences, software maintenance 
                           and related professional services 
Ideagen Software Inc.     Non-trading holding company               Ordinary 
                           based in the USA 
Ideagen Inc.              Sale of software licences, software       Ordinary 
                           maintenance and related professional 
                           services 
Medforce Technologies     Development and sale of software          Ordinary 
 Inc.                      licences, software maintenance 
                           and related professional services 
Ideagen MK Limited        Development and sale of software          Ordinary 
                           licences, software maintenance 
                           and related professional services 
 
   13         Fixed asset investments (continued) 
 
Name of subsidiary           Nature of business                      Class of shares 
Ideagen MK Group Limited     UK-based holding company for              Ordinary and 
                              the Morgan Kai companies                  Cumulative 
                                                                        Preference 
                                                                          shares 
Morgan Kai Group Inc.        Sale of software licences, software         Ordinary 
                              maintenance and related professional 
                              services 
InspectionXpert Corp.        Development and sale of software           Ordinary A 
                              licences, software maintenance           and Ordinary 
                              and related professional services          B shares 
Scannell Solutions           Development and sale of software          Ordinary, B 
 Limited                      licences, software maintenance           Ordinary and 
                              and related professional services         Convertible 
                                                                        Preference 
                                                                          shares 
Ideagen Redland Business     Development and sale of software           A Ordinary 
 Solutions Limited            licences, software maintenance          and B Ordinary 
                              and related professional services           shares 
Ideagen Optima Diagnostics   Development and sale of software            Ordinary 
 Limited                      licences, software maintenance 
                              and related professional services 
Ocean Cloud Software         Sale of software licences, software         Ordinary 
 Inc                          maintenance and related professional 
                              services 
Qualsys Limited              Development and sale of software           A Ordinary 
                              licences, software maintenance          and B Ordinary 
                              and related professional services           shares 
Harmony UK Holdings          Intermediate holding company            Ordinary shares, 
 Limited                                                              A-1 Preference 
                                                                        shares, A-2 
                                                                        Preference 
                                                                          shares 
Harmony UK Intermediate      Intermediate holding company            Ordinary shares 
 Holdings Limited 
Ideagen Huddle Limited       Development and sale of software        Ordinary shares 
 (formerly Ninian Solutions   licences, software maintenance 
 Limited)                     and related professional services 
Huddle Inc                   Sale of software licences, software     Ordinary shares 
                              maintenance and related professional 
                              services 
Huddle SW PTY Limited        Dormant                                 Ordinary shares 
Qualtrax Inc                 Development and sale of software        Ordinary shares 
                              licences, software maintenance 
                              and related professional services 
Ideagen Workrite Limited     Dormant                                     Ordinary 
IPI Solutions Limited        Dormant                                   Ordinary, A 
                                                                       Ordinary and 
                                                                        B Ordinary 
Covalent Software Limited    Dormant                                Ordinary, Ordinary 
                                                                     'A' and Ordinary 
                                                                        non-voting 
                                                                          shares 
Covalent Software Inc.       Dormant                                     Ordinary 
Filebutton Limited           Dormant                                   'A' Ordinary 
                                                                     and 'B' Ordinary 
Ideagen Solutions Limited    Dormant                                     Ordinary 
Pentana Limited              Dormant                                     Ordinary 
EIBS Limited                 Dormant                                     Ordinary 
MSS Management Systems       Dormant                                     Ordinary 
 Services Limited 
Ideagen Capture Limited      Dormant                                     Ordinary 
Proquis Limited              Dormant                                     Ordinary 
Root3 Systems Limited        Dormant                                     Ordinary 
Ideagen Systems Limited      Dormant                                     Ordinary 
Gael Products Limited        Dormant                                     Ordinary 
 
   13         Fixed asset investments (continued) 

The registered office address of each of the above subsidiaries is One Mere Way, Ruddington Fields Business Park, Nottinghamshire, NG11 6JS except for the following:

 
 
 Ideagen Gael Limited,    Orion House, Bramah Avenue, SE Technology 
  Gael Products Limited    Park, East Kilbride, G75 0RD 
 Ideagen Inc.             Suite 2000, 11710 Plaza America Drive, 
                           Reston, Virginia 20190, USA 
 Ideagen Software Inc.    251 Little Falls Drive, Wilmington, Delaware 
                           19808, USA 
 Medforce Technologies    Suite 410, 2 Executive Boulevard, Suffern, 
  Inc.                     NY10901, USA 
 Covalent Software Inc.   4505 Chimney Creek Drive, Sarasota, FL34235, 
                           USA 
 Ideagen EOOD             Office 14, 140 GS Rakovski Street, 1000 
                           Sofia, Bulgaria 
 InspectionXpert Corp.    1 Glenwood Avenue, 5(th) Floor WeWork, 
                           Raleigh, NC 27603, USA 
 Morgan Kai Group Inc.    191 N. Wacker Drive, Chicago, Illinois 
                           60606, USA 
 Scannell Solutions       National Software Centre, Mahon, Cork, 
  Limited                  Republic of Ireland T12 R29P 
 Ocean Cloud Software     116 Pine Street, Harrisburg, Pennsylvania 
  Inc.                     17101, USA 
 Huddle Inc               251 Little Falls Drive,Wilmington, County 
                           of New Castle, Delaware 19808 
 Huddle SW Proprietary    Spaces, 4(th) Floor, 21 Dreyer Street, 
  Limited                  Clarmont, Cape Town 7700 
 Qualtrax Inc             105 E Roanoke Street, Blacksburg, VA 24060 
 
   14          Trade and other receivables 
 
Group                           2021         2020 
 
                               GBP'000      GBP'000 
 
Trade receivables                16,117     15,304 
Prepayments                       3,689      2,470 
Accrued income                      619        667 
 
                                 20,425     18,441 
                              ---------  --------- 
 

Trade receivables includes GBPnil (2020: GBPnil) which falls due for payment after more than one year.

 
Company                                            2021         2020 
 
                                                  GBP'000      GBP'000 
 
Trade receivables                                      387        684 
Prepayments and accrued income                       1,632        912 
Other taxes and social security                        120          - 
Amounts receivable from subsidiaries                23,958     12,763 
 
                                                    26,097     14,359 
                                                 ---------  --------- 
 

The majority of sales invoices are due for payment 30 days after the date of the invoice however, in a small number of cases the due date for payment is extended by specific agreement with the customer. Where customers delay making payment, an assessment of the potential loss of customer goodwill arising from the enforcement of contractual payment terms may take place when considering actions to be taken to secure payment.

Amounts receivable from subsidiaries are payable on demand and do not bear any interest.

The carrying value of trade receivables approximates to their fair values.

   14          Trade and other receivables (continued) 

An analysis of trade receivables ageing based on due date together with an allowance for expected credit losses is set out below.

 
Group                                           2021         2020 
                                               GBP'000      GBP'000 
Not yet due                                      10,586      7,860 
1 - 30 days overdue                               2,056      1,811 
30 - 60 days overdue                              1,039      1,690 
>60 days overdue                                  3,576      5,258 
                                              ---------  --------- 
                                                 17,257     16,619 
Allowance for expected credit losses            (1,140)    (1,315) 
                                                 16,117     15,304 
                                              ---------  --------- 
 
 
Company                                          2021          2020 
                                                GBP'000       GBP'000 
Not yet overdue                                      279         365 
1 - 30 days overdue                                   68          77 
30 - 60 days overdue                                   7          35 
>60 days overdue                                      51         343 
                                              ----------  ---------- 
                                                     405         820 
Allowance for expected credit losses                (18)       (136) 
                                              ----------  ---------- 
                                                     387         684 
                                              ----------  ---------- 
 

The credit loss allowance is measured at an amount equal to lifetime expected credit losses.

The expected rate of credit loss in respect of all debts except those more than 60 days overdue at 30 April 2021 is 1.1% (2020: 0.5%) of the gross balances and amounted to GBP156,000 (2020: GBP57,000) in the Group and GBP1,000 (2020: GBP2,000) in the Company.

The expected rate of credit loss for all debts more than 60 days overdue at 30 April 2021 in the Group was 28% (2020: 24%) and in the Company was 29% (2020: 39%) of the gross balances. This amounted to GBP984,000 (2020: GBP1,258,000) in the Group and GBP17,000 (2020: GBP134,000) in the Company.

Trade receivables are shown net of an allowance for expected credit losses, movements on which are set out below.

 
Group                                          2021         2020 
                                              GBP'000     GBP'000 
 
Balance at the start 
 of the year                                    1,315       1,417 
 
On acquisition of businesses                      194          60 
Impairment losses recognised 
 - exceptional                                      -       1,989 
Impairment losses recognised 
 - other                                          751         281 
Amounts utilised                              (1,087)     (2,453) 
Foreign currency exchange 
 differences                                     (33)          21 
 
Balance at the end 
 of the year                                    1,140       1,315 
                                           ----------  ---------- 
 
 
Company                                       2021         2020 
                                             GBP'000     GBP'000 
 
Balance at the start 
 of the year                                     136         125 
 
Impairment losses recognised                      18          16 
Amounts utilised                               (136)         (5) 
 
Balance at the end 
 of the year                                      18         136 
                                           ---------  ---------- 
 
   14         Trade and other receivables (continued) 

In the year ended 30 April 2020 there was an exceptional non-recurring impairment of receivables of GBP1,989,000. Due to COVID-19 related uncertainties, the directors re-assessed the recoverability of certain trade receivables and those with customers operating in markets such as aviation and other impacted industrial sectors. It was concluded that specific balances in respect of three customers, which had originally been recognised in previous periods, had an increased risk of recoverability and would therefore not be pursued and were written off. Additional expected credit losses were also recognised for customers in markets expected to be impacted. The exceptional impairment was excluded in the calculation of adjusted earnings and EBITDA as it was not expected to reoccur.

   15          Trade and other payables 
 
Group                                    2021     2020 
                                      GBP'000  GBP'000 
 
Trade payables                          1,115    2,337 
Other taxes and social security         2,660    2,481 
Accruals                                3,018    2,123 
 
                                        6,793    6,941 
                                      -------  ------- 
 
 
Company                                  2021     2020 
                                      GBP'000  GBP'000 
 
Trade payables                            473      338 
Other taxes and social security             -      601 
Amounts payable to subsidiaries        30,894   12,668 
Accruals                                  820      744 
 
                                       32,187   14,351 
                                      -------  ------- 
 

The carrying value of trade payables and accruals approximates to their fair values. Amounts payable to subsidiaries are payable on demand and do not bear any interest.

   16         Contingencies 

For the year ended 30 April 2021, the subsidiary companies listed below are exempt from the requirements of the Companies Act 2006 relating to the audit of individual financial statements by virtue of section 479A. As a result, the Company guarantees all outstanding liabilities to which the subsidiary companies are subject.

 
                                       Country of incorporation    Company 
   Name of undertaking                  or registration             registration 
                                                                    number 
                                       England and 
 Ideagen MK Group Limited               Wales                           04694811 
                                       England and 
 Ideagen MK Limited                     Wales                           03528524 
                                       England and 
 Ideagen Optima Diagnostics Limited     Wales                           04009163 
 Ideagen Redland Business Solutions    England and 
  Limited                               Wales                           04170392 
 
   17         Borrowings 

On 5 May 2021, the Group extended its total debt facilities to GBP100 million through a new three year Rolling Credit Facility. GBP75 million of the facility is approved and committed with an accordion facility of up to GBP25 million that is approved but uncommitted. Security for borrowings under the facility is provided by way of a debenture over the assets of the Company and the majority of its subsidiaries.

 
                                            2021          2020 
Group                                      GBP'000       GBP'000 
 
Balance at the start of the year             25,000       7,500 
New borrowings                               23,500      21,250 
Loan acquired on acquisition of 
 Workrite Ltd (note 21)                           -         257 
Amounts repaid                             (28,500)     (4,007) 
 
                                             20,000      25,000 
                                          ---------  ---------- 
 

The GBP257,000 loan acquired with Workrite Ltd was repaid immediately after the completion of the acquisition.

 
Company                                     2021          2020 
                                           GBP'000       GBP'000 
 
Balance at the start of the year             25,000       7,500 
New borrowings                               23,500      21,250 
Amounts repaid                             (28,500)     (3,750) 
 
                                             20,000      25,000 
                                          ---------  ---------- 
 

The carrying value of Borrowings approximates to their fair value.

All of the group's borrowings are in respect of a flexible revolving credit facility which currently has a 3-year term ending in April 2024 and accordingly it is not considered to be meaningful to include a maturity analysis of borrowings. All of the group's borrowings on the revolving credit facility have been included within Current Liabilities.

   18    Provisions 
 
                                            Group     Company 
  Dilapidations provision                  GBP'000    GBP'000 
 
Balance at the start of the year                  -            - 
Additional provisions in the year               260          218 
Transfers                                        47           - 
 
                                                307          218 
                                           --------  ----------- 
 
 

The dilapidation provision covers the estimated costs of returning leasehold property to its original state at the expiration of the lease. It is anticipated that this provision will be used over the period up to 2035.

   19         Deferred consideration on business combinations 
 
                                                    2021         2020 
                                                   GBP'000      GBP'000 
Group 
 
Deferred consideration on the acquisition 
 of Redland Business Solutions Limited                    -        500 
Deferred consideration on the acquisition 
 of Workrite Limited                                      -         25 
Deferred consideration on the acquisition 
 of Qualsys Limited                                   1,570          - 
Deferred consideration on the acquisition 
 of Harmony UK Holdings Limited                         333          - 
 
                                                      1,903        525 
                                                   --------  --------- 
Company 
 
Deferred consideration on the acquisition 
 of Redland Business Solutions Limited                    -        500 
Deferred consideration on the acquisition 
 of Workrite Limited                                      -         25 
Deferred consideration on the acquisition 
 of Qualsys Limited                                   1,570          - 
Deferred consideration of the acquisition 
 of Harmony UK Holdings Limited                         333          - 
 
                                                      1,903        525 
                                                   --------  --------- 
 

No interest is payable on these deferred consideration balances and they are not subject to any performance criteria. The deferred consideration amounts on the acquisitions of Workrite Limited and Redland Business Solutions Limited were paid in May 2020 and June 2020 respectively. The deferred consideration in relation to Qualsys Limited and Harmony UK Holdings Limited is payable in the year ended 30 April 2022.

   20          Financial instruments 

Classification and measurement

 
Group                                        2021          2020 
                                            GBP'000       GBP'000 
Financial assets 
At amortised cost: 
Trade receivables                             16,117      15,304 
Lease receivables                                 77          80 
Cash                                           8,954       8,216 
                                          ----------  ---------- 
Total current                                 25,148      23,600 
 
Lease receivables - non-current                  299         412 
 
                                              25,447      24,012 
                                          ----------  ---------- 
At fair value through profit or loss: 
Derivatives: Forward foreign exchange 
 contracts                                         -          92 
                                          ----------  ---------- 
 
Financial liabilities 
At amortised cost: 
Trade payables                                 1,115       2,337 
Accruals                                       3,018       2,123 
Lease liabilities                              1,027       1,039 
Borrowings                                    20,000      25,000 
Deferred consideration                         1,903         525 
                                          ----------  ---------- 
Total current                                 27,063      31,024 
 
Lease liabilities - non current                6,659       7,725 
 
                                              33,722      38,749 
                                          ----------  ---------- 
At fair value through profit and loss: 
Forward foreign exchange contracts               121         116 
                                          ----------  ---------- 
 
 
Company                                              2021          2020 
                                                    GBP'000       GBP'000 
Financial assets 
At amortised cost: 
Trade receivables                                        387         684 
Cash                                                   2,326       1,697 
                                                  ----------  ---------- 
                                                       2,713       2,381 
                                                  ----------  ---------- 
 
At fair value through profit or loss: 
Forward foreign exchange contracts                         -          92 
                                                  ----------  ---------- 
 
Financial liabilities 
At amortised cost: 
Trade payables                                           473         338 
Accruals                                                 820         744 
Lease liabilities                                        242         259 
Borrowings                                            20,000      25,000 
Deferred consideration                                 1,903         525 
                                                  ----------  ---------- 
Total current                                         23,438      26,866 
 
Lease liabilities - non current                        5,667       6,390 
 
                                                      29,105      33,256 
                                                  ----------  ---------- 
 
The derivative assets and liabilities included above are not 
 included in hedge accounting relationships. 
 
   21          Business combinations 

Acquisition of Qualsys Limited

On 7 August 2020, the Group acquired 100% of all classes of the issued ordinary share capital of Qualsys Limited, a company incorporated in England, for total consideration of GBP15,763,000. The acquisition will strengthen the Group's position in the Electronic Quality Management Software ('EQMS') market providing both a SaaS-native cloud platform and a range of SME and Global Tier 1 customers.

The fair values of the identifiable assets acquired and liabilities recognised at the date of acquisition are summarised in the table below.

 
                                           GBP'000 
Non-current assets 
Customer relationships intangible            5,739 
Software intangible                          5,090 
Property, plant and equipment                    8 
 
Current assets 
Trade and other receivables                    389 
Cash and cash equivalents                      233 
 
Current liabilities 
Trade and other payables                     (422) 
Deferred revenue                           (1,659) 
 
Non-current liabilities 
Deferred income tax liabilities            (2,059) 
 
Net identifiable assets acquired             7,319 
 
 
The fair value of the consideration at the date of        GBP'000 
 acquisition is as follows: 
 
Cash paid at completion                                    14,193 
Deferred consideration                                      1,570 
 
                                                           15,763 
 
 
Goodwill arising on the acquisition is as follows:            GBP'000 
 
Fair value of consideration at date of acquisition             15,763 
Less: fair value of net identifiable assets acquired          (7,319) 
 
Goodwill arising on acquisition                                 8,444 
 

Goodwill arose on the acquisition of Qualsys Limited as the consideration paid for the combination effectively included amounts in relation to the benefit of revenue growth, expected synergies and the assembled workforce. These benefits are not recognised separately from goodwill because they do not meet the criteria for recognition as identifiable intangible assets. None of this goodwill is expected to be deductible for tax purposes.

The costs of the acquisition of GBP363,000 have been expensed within a separate line in the Group Statement of Comprehensive Income for the year ended 30 April 2021 and included within operating cash flows in the statement of cash flows. The Group Statement of Comprehensive Income for the year ended 30 April 2021 includes revenue of GBP2,784,000 and profit after taxation, excluding amortisation of relevant acquisition intangibles, of GBP420,000 in respect of the business acquired.

   21          Business combinations (continued) 

Disclosure of information on revenue and profit or loss for the combined entity as though the acquisition of Qualsys Limited had been completed on 1 May 2020 is impracticable as the accounting reference date of this company was previously 28 February and it did not prepare comparable revenue and profit information on a monthly basis.

 
Net cash outflow on acquisition of Qualsys Limited:        GBP'000 
 
Consideration paid in cash                                  14,193 
Less: cash acquired in subsidiary                            (233) 
 
Net cash outflow on acquisition of subsidiary               13,960 
 

Acquisition of Harmony UK Holdings Limited

On 30 December 2020, the Group acquired 100% of all classes of the issued ordinary share capital of Harmony UK Holdings Limited, a company incorporated in England, together with its 100% owned subsidiaries, Harmony UK Intermediate Holdings Limited a company incorporated in England, Ninian Solutions Limited a company incorporated in England, Huddle Inc a company incorporated and domiciled in the United States and Huddle SW PTY Limited a company incorporated and domiciled in South Africa, for total consideration of GBP27,962,000. The acquisition is expected to enhance the Group's document collaboration and compliance product suite.

The fair values of the identifiable assets acquired and liabilities recognised at the date of acquisition are summarised in the table below.

 
                                           GBP'000 
Non-current assets 
Customer relationships intangible           14,638 
Software intangible                         15,706 
Brand intangible                               567 
 
Current assets 
Trade and other receivables                  2,209 
 
Current liabilities 
Trade and other payables                   (1,984) 
Bank overdraft                                (54) 
Deferred revenue                           (4,876) 
 
Non-current liabilities 
Deferred income tax liabilities            (5,873) 
 
Net identifiable assets acquired            20,333 
 
 
The fair value of the consideration at the date of        GBP'000 
 acquisition is as follows: 
 
Cash paid at completion                                    27,884 
Deferred consideration                                        333 
Insurance claim                                             (255) 
 
                                                           27,962 
 
   21          Business combinations (continued) 
 
Goodwill arising on the acquisition is as follows:            GBP'000 
 
Fair value of consideration at date of acquisition             27,962 
Less: fair value of net identifiable assets acquired         (20,333) 
 
Goodwill arising on acquisition                                 7,629 
 

Goodwill arose on the acquisition of Harmony UK Holdings Limited as the consideration paid for the combination effectively included amounts in relation to the benefit of revenue growth, expected synergies and the assembled workforce. These benefits are not recognised separately from goodwill because they do not meet the criteria for recognition as identifiable intangible assets. None of this goodwill is expected to be deductible for tax purposes.

The costs of the acquisition of GBP459,000 have been expensed within a separate line in the Group Statement of Comprehensive Income for the year ended 30 April 2021 and included within operating cash flows in the statement of cash flows. The Group Statement of Comprehensive Income for the year ended 30 April 2021 includes revenue of GBP3,536,000 and profit after taxation, excluding amortisation of relevant acquisition intangibles, of GBP1,074,000 in respect of the business acquired. Disclosure of information on revenue and profit or loss for the combined entity as though the acquisition of Harmony UK Holdings Limited had been completed on 1 May 2020 is impracticable as the accounting reference date of this company was previously 31 December and it did not prepare comparable revenue and profit information on a monthly basis.

 
Net cash outflow on acquisition of Harmony UK Holdings        GBP'000 
 Limited: 
 
Consideration paid in cash                                     27,884 
Add: Bank overdraft acquired in subsidiary                         54 
 
Net cash outflow on acquisition of subsidiary                  27,938 
 
   21          Business combinations (continued) 

Acquisition of Qualtrax Inc

On 9 March 2021, the Group acquired 100% of all classes of the issued ordinary share capital of Qualtrax Inc, a company incorporated and domiciled in the United States, for total consideration of $14,513,000 (GBP10,995,000). The acquisition is expected to enhance the Group's existing business in the Global QHSE market and expands the Group's US presence.

The fair values of the identifiable assets acquired and liabilities recognised at the date of acquisition are summarised in the table below.

 
                                           $'000       GBP'000 
Non-current assets 
Customer relationships intangible          8,826           6,686 
Software intangible                        4,763           3,609 
Property, plant and equipment                329             249 
Right of use asset                           366             277 
 
Current assets 
Trade and other receivables                1,655           1,253 
Cash and cash equivalents                    103              78 
 
Current liabilities 
Trade and other payables                 (1,010)           (765) 
Deferred revenue                         (3,745)         (2,837) 
Lease liability                            (140)           (106) 
 
Non-current liabilities 
Deferred income tax liabilities          (3,397)         (2,573) 
Lease liability                            (226)           (171) 
 
Net identifiable assets acquired           7,524           5,700 
 
 
The fair value of the consideration at the        $'000       GBP'000 
 date of acquisition is as follows: 
 
Cash paid at completion                          14,513        10,995 
Deferred consideration                                -             - 
 
                                                 14,513        10,995 
 
 
Goodwill arising on the acquisition is as                 $'000         GBP'000 
 follows: 
 
Fair value of consideration at date of acquisition       14,513          10,995 
Less: fair value of net identifiable assets 
 acquired                                               (7,524)        (5,700) 
 
Goodwill arising on acquisition                           6,989           5,295 
 

Goodwill arose on the acquisition of Qualtrax Inc as the consideration paid for the combination effectively included amounts in relation to the benefit of revenue growth, expected synergies and the assembled workforce. These benefits are not recognised separately from goodwill because they do not meet the criteria for recognition as identifiable intangible assets. None of this goodwill is expected to be deductible for tax purposes.

   21          Business combinations (continued) 

The costs of the acquisition of GBP147,000 have been expensed within a separate line in the Group Statement of Comprehensive Income for the year ended 30 April 2021 and in operating cash flows in the statement of cash flows. The Group Statement of Comprehensive Income for the year ended 30 April 2021 includes revenue of GBP670,000 and profit after taxation, excluding amortisation of relevant acquisition intangibles, of GBP21,000 in respect of the business acquired. Disclosure of information on revenue and profit or loss for the combined entity as though the acquisition of Qualtrax Inc had been completed on 1 May 2020 is impracticable as the accounting reference date of this company was previously 31 December and it did not prepare comparable revenue and profit information on a monthly basis.

 
Net cash outflow on acquisition of Qualtrax             $'000              GBP'000 
 Inc: 
 
Consideration paid in cash                                     14,513           10,995 
Less: cash acquired in subsidiary                               (103)             (78) 
 
Net cash outflow on acquisition of subsidiary                  14,410           10,917 
 
   22          Equity share capital, share premium and other reserves 
 
           Group and Company               2021      2020 
                                          GBP'000   GBP'000 
Issued and fully paid share capital: 
252,298,765 ordinary shares of GBP0.01 
 each (2020: 226,583,386 shares)            2,523     2,266 
 
 
Share premium account                     102,924    55,364 
                                                   -------- 
 
 
                                             2021         2020 
                                             Number       Number 
 
Number of shares in issue at beginning 
 of the year                              226,583,386  219,784,656 
 
Issued on exercise of share options         2,572,000    6,427,167 
Issued under the share incentive scheme       480,784      371,563 
Issued on share placing at 215 pence       22,662,595            - 
 
Number of shares in issue at end of the 
 year                                     252,298,765  226,583,386 
 

The total share issue costs during the year ended 30 April 2021 of GBP1,510,445 (2020: GBPnil) have been deducted from the share premium account.

   22          Equity share capital, share premium and other reserves (continued) 

Ordinary shares issued during the year ended 30 April 2021 on the exercise of share options were as follows:

 
Date shares    Number of shares  Issue price  Share premium 
 issued         issued            (pence)      account (GBP) 
 
19 June 2020             25,000       112.00          27,750 
30 September 
 2020                    90,000        35.00          30,600 
13 October 
 2020                    60,000        45.50          26,700 
15 October 
 2020                    30,000       112.00          33,300 
4 November 
 2020                    75,000        35.00          25,500 
12 November 
 2020                 1,850,000         1.00               0 
12 November 
 2020                   150,000       112.00         166,500 
12 November 
 2020                    25,000       141.00          35,000 
12 November 
 2020                   100,000        50.00          49,000 
22 February 
 2021                   167,000        50.00          81,830 
 
   22          Equity share capital, share premium and other reserves 

Ordinary shares issued during the year ended 30 April 2020 on the exercise of share options were as follows:

 
Date shares      Number of shares  Issue price  Share premium 
 issued           issued            (pence)      account (GBP) 
 
23 August 2019             10,000        35.00           3,400 
16 September 
 2019                   1,000,000        22.38         213,800 
30 September 
 2019                     225,000        35.00          76,500 
4 October 2019             10,000        35.00           3,400 
17 October 
 2019                   1,333,333         9.00         106,667 
17 October 
 2019                     500,000        22.38         106,900 
17 October 
 2019                     380,000        37.63         139,194 
20 November 
 2019                     800,000         9.00          64,000 
20 November 
 2019                   1,795,000        22.38         383,771 
29 November 
 2019                      83,000       112.00          92,130 
27 January 
 2020                      50,000        50.00          24,500 
27 January 
 2020                      25,000       112.00          27,750 
7 April 2020                7,500        35.00           2,550 
27 April 2020             125,000        35.00          42,500 
27 April 2020              83,334        50.00          40,834 
 

Details of outstanding options over the shares of the Company are provided in note 23.

Merger reserve

 
              2021      2020 
             GBP'000   GBP'000 
 
Group          1,658     1,658 
 
Company        1,709     1,709 
                      -------- 
 

The merger reserve is in respect of the premium arising on shares issued as part of the consideration provided on business combinations.

Retained earnings

Retained earnings of both the Group and the Company include an amount of GBP1,336,000 (2020: GBP1,336,000) which does not represent a realised profit and is not distributable.

   22          Equity share capital, share premium and other reserves 

Foreign currency translation reserve

The foreign currency translation reserve records the cumulative exchange differences arising from the translation of the financial statements of overseas subsidiaries.

   23          Dividends 

A final dividend in respect of the year ended 30 April 2020 of 0.216 pence per ordinary share (in respect of the year ended 30 April 2019: 0.188 pence) was paid to shareholders on 25 November 2020. The total cost of this dividend was GBP489,981 (in respect of the year ended 30 April 2019: GBP420,345).

An interim dividend in respect of the year ended 30 April 2021 of 0.12 pence per ordinary share (2020: 0.104 pence) was paid to shareholders on 18 March 2020. The total cost of this dividend was GBP302,550 (2020: GBP235,408).

The directors have proposed the payment of a final dividend of 0.25 pence per ordinary share (2020: 0.216 pence) on 24 November 2021 subject to approval by shareholders at the forthcoming Annual General Meeting.

The total proposed dividend per share in respect of the year ended 30 April 2021 is 0.37 pence per share (2020: 0.32).

   24         Share-based payments, share options and share incentive scheme 

At 30 April 2021 share options granted to directors and employees remain unexercised under four different arrangements. In addition, the Company has issued shares under a Share Incentive Scheme into a separate trust, which is managed by an external trustee, for the benefit of employees.

The share option arrangements are an Enterprise Management Incentive Scheme, the 2016 Share Option Scheme, the 2017 Long Term Incentive Plan, the 2018 Long Term Incentive Plan and the 2018 Long Term Incentive Plan Extension. All options granted under the 2017 Long Term Incentive Plan had been exercised at 30 April 2019.

Ideagen Enterprise Management Incentive Scheme

The Company has an Enterprise Management Incentive Scheme which permitted the grant to directors and staff of share options in respect of ordinary shares in the Company. Since September 2015, no further options can be granted under this scheme. Some of the options granted under this scheme do not have the tax benefits normally associated with Enterprise Management Incentive options however these options are identical in all other respects.

The Scheme is an equity-settled arrangement and options granted under the scheme have a maximum life of 10 years from the date of grant. Options are capable of being exercised in stages. One third can be exercised one year after grant date, a further third can be exercised two years after grant date and all options are capable of being exercised three years from the grant date. All options can be exercised in the event of a takeover of the Company. There are no other vesting conditions except to note that the options will lapse on leaving employment with the Group.

The following is a summary of the movements in outstanding share options under the Ideagen Enterprise Management Incentive Scheme.

Year ended 30 April 2021

 
                                  Number of  Weighted average 
                                   options    exercise price 
                                                 (pence) 
 
Outstanding at 1 May 2020          392,500         38.6 
Exercised during the year         (225,000)        37.8 
Outstanding at 30 April 2021       167,500         39.7 
Exercisable as at 30 April 2021    167,500         39.7 
 

Of the options outstanding at 30 April 2021, 92,500 (2020: 257,500) options have an exercise price of 35 pence, and 75,000 (2019: 135,000) options have an exercise price of 45.5 pence.

   24         Share-based payments, share options and share incentive scheme (continued) 

The weighted average remaining contractual life of the options outstanding at 30 April 2021 was 4.2 years (2020: 5.2 years).

The fair values of the options exercised during the year at the date they were granted and the price of Ideagen plc ordinary shares on the date of exercise were as follows.

 
    Number of       Exercise  Ideagen plc share  Fair value 
 options exercised    price     price on date     per option 
                                 of exercise      at date of 
                                                    grant 
                    (pence)        (pence)         (pence) 
 
            90,000     35.00             190.00        10.16 
            60,000     45.50             208.00        13.20 
            75,000     35.00             215.00        10.16 
 
           225,000 
 

Year ended 30 April 2020

 
                                Number of   Weighted average 
                                 options     exercise price 
                                                (pence) 
 
Outstanding at 1 May 2019        6,578,333              20.6 
 
Exercised during the year      (6,185,833)              19.5 
 
Outstanding at 30 April 2020       392,500              38.6 
 
Exercisable as at 30 April 
 2020                              392,500              38.6 
 

Of the options outstanding at 30 April 2020, nil (2019: 2,133,333) options have an exercise price of 9 pence, nil (2019: 3,295,000) options have an exercise price of 22.38 pence, 257,500 (2019: 635,000) options have an exercise price of 35 pence, nil (2019: 380,000) options have an exercise price of 37.63 pence and 135,000 (2019: 135,000) options have an exercise price of 45.5 pence.

The fair values of the options exercised during the year at the date they were granted and the price of Ideagen plc ordinary shares on the date of exercise were as follows.

 
    Number of       Exercise  Ideagen plc share  Fair value 
 options exercised    price     price on date     per option 
                                 of exercise      at date of 
                                                    grant 
                    (pence)        (pence)         (pence) 
 
            10,000     35.00             145.50        10.16 
         1,333,333      9.00             147.00         4.60 
           500,000     22.38             147.00        11.80 
         1,000,000     22.38             148.00        11.80 
           380,000     37.63             147.00        13.69 
           225,000     35.00             146.00        10.16 
            10,000     35.00             148.00        10.16 
           800,000      9.00             150.00         4.60 
         1,795,000     22.38             150.00        11.80 
             7,500     35.00             175.20        10.16 
           125,000     35.00             170.55        10.16 
 
         6,185,833 
 
   24         Share-based payments and share options (continued) 

Ideagen 2016 Share Option Scheme

This scheme was introduced in the year ended 30 April 2017 to replace the Enterprise Management Incentive Scheme as no further option awards can be made under that scheme.

The Scheme is an equity-settled arrangement and options granted under the scheme have a maximum life of 10 years from the date of grant. Options are normally capable of being exercised in stages unless otherwise agreed by the Board. One third can be exercised one year after grant date, a further third can be exercised two years after grant date and all options are capable of being exercised three years from the grant date. All options can be exercised in the event of a takeover of the Company. There are no other vesting conditions except to note that the options will lapse on leaving employment with the Group if they have not been exercised.

The following is a summary of the movements in outstanding share options under the Ideagen 2016 Share Option Scheme.

 
                               Number of  Weighted average 
                                options    exercise price 
                                              (pence) 
Outstanding at 1 May 2019        983,334              84.7 
 
Granted during the year          500,000             141.0 
Exercised during the year      (241,334)              77.7 
 
Outstanding at 30 April 2020   1,242,000             108.7 
 
Granted during the year          250,000             171.0 
Exercised during the year      (497,000)              80.2 
 
Outstanding at 30 April 2021     995,000             138.6 
 
Exercisable as at 30 April 
 2021                            278,333             119.4 
 
Exercisable as at 30 April 
 2020                            275,331              67.0 
 

During the year ended 30 April 2021, tranches of 25,000, 30,000, 275,000 and 167,000 options were exercised when the Ideagen plc share price was 186 pence, 205 pence, 220 pence and 285 pence. During the year ended 30 April 2020, tranches of 83,334, 83,000 and 75,000 options were exercised when the Ideagen plc share price was 170.55 pence, 180 pence and 190.5 pence.

During the year, 250,000 (2020: 500,000) options were granted under this scheme with an exercise price of 171 pence (2020: 141 pence) each. The fair values of the options granted were estimated at the date of grant using a Black-Scholes option pricing model. The key inputs to the option pricing model in respect of any options which remained outstanding at 30 April 2021 are summarised below.

 
Year ended                   30 April     30 April     30 April     30 April 
                                2021         2020         2019         2018 
Number of options granted 
 in the year                  250,000      500,000      550,000      300,000 
Date of grant               20 May 2020  7 May 2019   3 May 2018   2 May 2017 
Share price at grant         171 pence    141 pence    112 pence   88.5 pence 
 date 
Exercise price               171 pence    141 pence    112 pence    50 pence 
Expected volatility             31%          33%          33%          33% 
Expected dividend yield        0.17%        0.18%        0.20%        0.21% 
Expected option life          5 years      5 years      5 years      5 years 
Risk-free interest 
 rate                          0.08%        0.95%        1.11%        0.51% 
Fair value of option        46.51 pence  42.90 pence  33.73 pence  44.46 pence 
 

Future share price volatility was estimated by using historic share price volatility over the most recent period commensurate with the expected life of the option.

The average remaining contractual life of the options outstanding at 30 April 2021 was 8.0 years (2020: 8.2 years).

   24         Share-based payments and share options (continued) 

Ideagen 2018 Long Term Incentive Plan

On 22 October 2018, the Company introduced the 2018 Long Term Incentive Plan and 1,200,000 share options were granted under the plan at an exercise price of 1 penny to Ben Dorks, Chief Executive Officer.

600,000 of these options were eligible to vest on the Company's share price reaching 196 pence over 30 consecutive business days with the remainder becoming eligible to vest on the Company's share price reaching 259 pence over 30 consecutive business days.

Any shares issued in respect of the exercise of any of these options cannot be sold until the fourth anniversary of the grant date, except to cover the taxation charges arising on exercise, and are subject to continued service throughout. All options will lapse if the eligibility criteria are not satisfied or the options are not exercised within 5 years of the date of grant of the options. In the event of a takeover of the Company, different rules would apply and all of these options may become exercisable at that point.

The fair value of the options granted were estimated at the date of grant using a trinomial option pricing model. The inputs to the option pricing model are summarised in the following table.

 
                                  196 pence share  259 pence share 
                                   price exercise   price exercise 
                                     condition        condition 
 
Number of options granted on 
 22 October 2018                      600,000          600,000 
Share price at grant date           156.5 pence      156.5 pence 
Exercise price                        1 penny          1 penny 
Share price condition (barrier)      196 pence        259 pence 
Expected volatility                     32%              32% 
Expected dividend yield                0.15%            0.15% 
Expected option life                  3 years          3 years 
Risk-free interest rate                0.66%            0.66% 
Fair value of option                118.6 pence      72.4 pence 
 

Future share price volatility was estimated by using historic share price volatility over the most recent period commensurate with the expected life of the option.

No further options were granted under the 2018 Long Term Incentive Plan during the year ended 30 April 2021.

During the year ended 30 April 2021, 600,000 options were exercised when the 196p share price exercise condition was met.

At 30 April 2021, 600,000 options with a 259p share price exercise condition had not been exercised.

   24         Share-based payments and share options (continued) 

Ideagen 2018 Long Term Incentive Plan Extension

On 28 March 2019, the Company introduced the 2018 Long Term Incentive Plan Extension and 2,500,000 share options were granted under the plan at an exercise price of 1 penny to certain directors and senior managers.

1,250,000 of these options were eligible to vest on the Company's share price reaching 196 pence over 30 consecutive business days with the remainder becoming eligible to vest on the Company's share price reaching 259 pence over 30 consecutive business days.

Any shares issued in respect of the exercise of any of these options cannot be sold until the fourth anniversary of the grant date, except to cover the taxation charges arising on exercise, and are subject to continued service throughout. All options will lapse if the eligibility criteria are not satisfied or the options are not exercised within 5 years of the date of grant of the options. In the event of a takeover of the Company, different rules would apply and all of these options may become exercisable at that point.

The fair value of the options granted were estimated at the date of grant using a trinomial option pricing model. The inputs to the option pricing model are summarised below.

 
                                  196 pence share  259 pence share 
                                   price exercise   price exercise 
                                     condition        condition 
 
Number of options granted on 
 28 March 2019                       1,250,000        1,250,000 
Share price at grant date           146.5 pence      146.5 pence 
Exercise price                        1 penny          1 penny 
Share price condition (barrier)      196 pence        259 pence 
Expected volatility                     32%              32% 
Expected dividend yield                0.17%            0.17% 
Expected option life                  3 years          3 years 
Risk-free interest rate                0.66%            0.66% 
Fair value of option                100.6 pence      58.9 pence 
 

Future share price volatility was estimated by using historic share price volatility over the most recent period commensurate with the expected life of the option.

On 1 July 2020, 562,500 options were granted to Emma Hayes, Chief Financial Officer.

The fair value of the options granted were estimated at the date of grant using a trinomial option pricing model. The inputs to the option pricing model are summarised below.

 
                                  196 pence share  259 pence share 
                                   price exercise   price exercise 
                                     condition        condition 
 
Number of options granted on 
 1 July 2020                          187,500          375,000 
Share price at grant date            182 pence        182 pence 
Exercise price                        1 penny          1 penny 
Share price condition (barrier)      196 pence        259 pence 
Expected volatility                     31%              31% 
Expected dividend yield                0.16%            0.16% 
Expected option life                  3 years          3 years 
Risk-free interest rate                0.00%            0.00% 
Fair value of option                166.4 pence      108.6 pence 
 
   24         Share-based payments and share options (continued) 

The following table summarises the movements in the LTIP awards during the year:

 
                                   2021          2020 
                                    No. of        No. of 
                                    options       options 
Outstanding at beginning of year   2,500,000     - 
Granted                            562,500       2,500,000 
Exercised                          (1,250,000)   - 
Forfeited                          (812,500)     - 
 
Outstanding at end of year         1,000,000    2,500,000 
 

Ideagen 2018 Long Term Incentive Plan Extension 2

On 2 February 2021, the Company introduced the 2018 Long Term Incentive Plan Extension 2 and 500,000 share options were granted under the plan at an exercise price of 1 penny to certain directors and senior managers.

The options become eligible to vest on the Company's share price reaching 259 pence over 30 consecutive business days.

Any shares issued in respect of the exercise of any of these options cannot be sold until the fourth anniversary of the grant date, except to cover the taxation charges arising on exercise, and are subject to continued service throughout. All options will lapse if the eligibility criteria are not satisfied or the options are not exercised within 5 years of the date of grant of the options. In the event of a takeover of the Company, different rules would apply and all of these options may become exercisable at that point.

The fair value of the options granted were estimated at the date of grant using a trinomial option pricing model. The inputs to the option pricing model are summarised below.

 
                                   259 pence share 
                                    price exercise 
                                      condition 
 
Number of options granted on 
 2 February 2021                       500,000 
Share price at grant date             283 pence 
Exercise price                         1 penny 
Share price condition (barrier)       259 pence 
Expected volatility                      31% 
Expected dividend yield                 0.11% 
Expected option life                   3 years 
Risk-free interest rate                 0.03% 
Fair value of option                  283 pence 
 

Future share price volatility was estimated by using historic share price volatility over the most recent period commensurate with the expected life of the option.

At the year end 500,000 options remained outstanding.

   24         Share-based payments and share options (continued) 

Share Incentive Scheme

All employees are eligible to join the Company's Share Incentive Scheme once they have been employed by the Group for six months. Subject to the Group achieving certain profit targets, "Free Shares" are awarded to all eligible employees. During the year ended 30 April 2021, up to GBP3,000 worth of Free Shares were awarded to eligible employees when the Ideagen share price was 227.5 pence (2020: 149 pence). There are no vesting conditions attached to the Free Shares other than being continuously employed by the Group for 3 years from the date of award. If an employee leaves the Group within the 3-year period, in certain cases the shares will vest and in other cases they will be forfeited. In addition, employees are able to purchase "Partnership Shares" at prevailing market rates out of their pre-tax income, subject to an annual HMRC limit of GBP1,800. No share-based payment charge arises in respect of the Partnership Shares. All Free Shares and Partnership Shares are held in a trust which is managed by an external trustee. On leaving employment with the Group the employee must take all of their shares out of the trust.

Details of the movements of Free Shares in the Share Incentive Scheme were as follows:

 
                                   Number of 
                                   Free Shares 
 
Outstanding at 1 May 2020              913,401 
 
Granted during the year                415,310 
Vested during the year               (204,299) 
Forfeited during the year             (29,705) 
 
Outstanding at 30 April 2021         1,094,707 
 
Exercisable as at 30 April 2021              - 
 

Effect of share options and the Share Incentive Scheme on the Group Statement of Comprehensive Income and Equity reserves

The total share-based payment charge in the Group Statement of Comprehensive Income was as follows:

 
                                                  2021      2020 
                                                 GBP'000   GBP'000 
 
Enterprise Management Incentive Share Option 
 Scheme                                                -         - 
2016 Share Option Scheme                             145       199 
2017 Long Term Incentive Plan Share Option 
 Scheme                                                -         - 
2018 Long Term Incentive Plan Share Option 
 Scheme                                              495       383 
2018 Long Term Incentive Plan Extension 
 Share Option Scheme                               1,137       666 
                                                   1,777     1,248 
Share Incentive Scheme                               515       442 
 
National insurance costs on exercise of 
 share options                                       682        20 
Apprenticeship levy costs on exercise of 
 share option                                         23         - 
 
                                                   2,997     1,710 
                                                          -------- 
 
   24         Share-based payments and share options (continued) 

With the exception of the national insurance and apprenticeship levy costs, these charges have been credited to a share-based payment reserve within equity. The balance on this reserve at 30 April 2021 amounted to GBP2,216,000 (2020: GBP2,370,000).

The total fair value at the date the share options were granted of the options exercised during the year ended 30 April 2021 was GBP2,315,000 (2020: GBP636,000). This was transferred from the share-based payment reserve to retained earnings during the year. In addition, a further GBP 126,000 (2020: GBP121,000) was transferred from the share-based payment reserve to retained earnings in respect of shares which had vested under the rules of the Share Incentive Scheme.

   25          Capital and financial risk management 

Liquidity risk and capital management

The Group's objective when managing capital is to safeguard the Group's ability to continue as a going concern so that it can continue to provide a return to shareholders and benefits for other stakeholders.

The capital monitored by the Group consists of all components of equity attributable to owners of the parent as set out in the Group Statement of Changes in Equity other than the foreign currency translation reserve, any long or short term borrowings, contingent and deferred liabilities arising from business combinations disclosed in Notes 17 and 19 and cash and cash equivalents.

The Group is not subject to externally imposed capital requirements other than the minimum capital requirements imposed by the Companies Act 2006 on all public limited companies.

Management actively review the cash flow position of the Group both in the short and medium term and maintain a level of cash and debt finance facilities designed to ensure that the Group has sufficient funds for its operations and its strategic requirements.

The Group and Company currently maintains a capital and debt structure which is appropriate for its needs principally through a combination of cash flow management and forecasting, the issue of new shares, primarily in connection with the funding of business acquisitions and through debt funding. At 30 April 2021, the Group had a revolving credit facility with National Westminster Bank plc of up to GBP50 million and had drawn borrowings of GBP25 million from this facility as set out in note 17. In early May 2021, the Group entered into a revised Revolving Credit Facility Agreement with National Westminster Bank and Santander. This is a GBP100 million facility of which GBP75 million is committed and a further GBP25 million is approved but remains uncommitted until a draw-down request is made.

Foreign currency exchange risk

The greater part of the Group's revenues and costs are denominated in sterling, however the Group is exposed to foreign exchange risk, principally through profits and cash inflows generated in US dollars by the Group's US subsidiaries and through invoicing a proportion of overseas customers in foreign currencies, most notably US dollars and euros. The company does not have a material exposure to foreign currency exchange risk.

The foreign currency exchange risk is partly addressed by maximising costs denominated in US dollars and partly through the use of forward contracts as appropriate to reduce this risk.

At 30 April 2021, Group trade receivables included the following amounts designated in currencies other than the functional currency: US$9,789,000 (2020: USD$7,215,000), 1,291,000 euros (2020: 1,502,000 euros) and AED 2,207,000 (2020: AED:2,288,000). Amounts designated in other currencies were not material.

At 30 April 2021, Group trade payables included the following amount designated in a currency other than the functional currency: US$278,000 (2020: USD$1,803,000). Amounts designated in other currencies were not material.

At 30 April 2021, Group cash balances included the following amounts designated in currencies other than the functional currency: US$3,260,000 (2020: USD$4,895,000) and 1,248,000 euros (2020: 835,000 euros). Amounts held in other currencies were not material.

To provide an indication of sensitivity, a 5% movement in the US dollar rate would result in a GBP1,100,000 impact to revenue.

Credit risk

Credit risk is primarily in respect of trade receivables and is managed on a Group basis. Management assesses the credit quality of the customer, taking into account past experience, its financial position and other factors. The Group regularly monitors its exposure to bad debts in order to minimise exposure. Credit risk on cash and cash equivalents is minimised by placing funds with banks with good credit ratings.

   25          Capital and financial risk management (continued) 

Information on expected credit losses in respect of trade receivables is provided in note 14. To provide an indication of the sensitivity of the expected credit loss provision rates used as set out in note 14, a 10% increase in the expected credit loss rate applied to trade receivables more than 60 days overdue would reduce group operating profits by approximately GBP358,000 (2020: GBP525,000).

Interest rate risk

The Group and Company have exposure to changes in market interest rates in respect of borrowings on its Revolving Credit Facility. Interest payable under this facility is currently at a variable rate linked to LIBOR such that any increases in general interest rates would increase future interest charges and cash out flows. The Group does not currently use any interest rate hedging instruments to minimise its exposure. Management does not currently have a formal policy in respect of how much of the Group's exposure should be at variable or fixed rates however this is an area which is expected to be considered further in the medium term. The impact of a 1.0% change in LIBOR would be approximately GBP200,000.

   26         Short term lease commitments 

As at 30 April 2021 the Group had the following aggregate commitments under non-cancellable short term leases in respect of land and buildings :

 
                      2021          2020 
                     GBP'000       GBP'000 
 
Within one year            23          50 
 
                           23          50 
                   ----------  ---------- 
 
   27          Pension schemes 

The Group operated a defined contribution pension scheme for employees during the year. The pension cost charge represents contributions payable by the Group into the scheme and amounted to GBP827,000 (2020: GBP814,000). At 30 April 2021, trade and other payables included GBP151,000 (2020: GBP115,000) payable to the Group pension scheme.

   28        Net debt reconciliation 

The movements in net debt during the year were as follows:

 
                                          Cash &           Borrowings   Net cash 
                                      cash equivalents                  / (debt) 
                                          GBP'000             GBP'000     GBP'000 
 
At 1 May 2020                                    8,216       (25,000)    (16,784) 
Cash flow                                          902          5,000       5,902 
Effect of exchange rate changes 
 on cash balances held in foreign 
 currencies                                      (164)              -       (164) 
 
At 30 April 2021                                 8,954       (20,000)    (11,046) 
                                     -----------------  -------------  ---------- 
 
   29         Related party transactions 

Ideagen plc is the parent company of the Group. There was no overall control of Ideagen plc.

Balances between the Company and its wholly owned subsidiaries, which are related parties of the Company, are disclosed in notes 14 and 15. During the year, the Company recharged GBP2,566,000 (2020: GBP2,767,000) of costs to its wholly owned subsidiaries and suffered recharges of GBP257,000 (2020: GBP262,000) from its wholly owned subsidiaries. During the year, the Company recharged GBP1,164,000 (2020: GBP1,717,000 of revenue to its wholly owned subsidiaries and received recharges of GBP160,000 (2020: GBP117,000) from its wholly owned subsidiaries. Details of transactions between the Company and other related parties are disclosed below.

At 30 April 2021, trade and other payables in the Company included GBPnil (2020: GBP3,000) payable to Ultris Limited, a company in which Mr Alan Carroll is a director and major shareholder. This amount is in respect of fees and expenses payable to Mr Alan Carroll as a director of the Company. Amounts charged by Tony Rodriguez for his services as a director of the company are payable to X88 Limited, a company in which Mr Rodriguez is a director and major shareholder. At 30 April 2021, trade and other payables included GBPnil (2020: GBP2,500) payable to X88 Limited for these services. The amounts payable to Ultris Limited and X88 Limited for the services of Mr Carroll and Mr Rodriguez respectively as directors of the Company are as per the remuneration of directors disclosed in the Remuneration Committee report.

Bonuses accrued by directors in prior years and included in the disclosure of the remuneration of directors but not yet paid at 30 April 2021 were as follows: David Hornsby GBPnil (2020: GBP230,000); Ben Dorks GBP180,000 (2020: GBP130,000); Emma Hayes GBP30,000 (2020: GBPnil); Graeme Spenceley GBPnil (2020: GBP30,000); Barnaby Kent GBP45,000 (2020: GBP15,000).

Total dividends paid to the directors of the Company during the year were as follows: David Hornsby GBP31,252 (2020: GBP29,856), Ben Dorks GBP8,264 (2020: GBP6,867), Graeme Spenceley GBPnil (2020: GBP3,884), Barnaby Kent GBP6,717 (2020: GBP7,519), Alan Carroll GBP687 (2020: GBP596) and Jonathan Wearing GBPnil (2020: GBP7,875). Tony Rodriguez, Julian Clough and Richard Longdon did not hold any shares in Ideagen plc and therefore did not receive any dividends in the year or the preceding year.

Key management are considered to be the directors of the Company. The remuneration of the directors of the company is disclosed in in the Remuneration Committee report. The total remuneration of key management is set out below:

 
                                                            2021     2020 
                                                          GBP'000       GBP'000 
 
  Salaries, bonuses and fees and related employer 
   national insurance                                       1,327         1,057 
  Share-based payments                                      1,436           782 
 
                                                            2,763         1,839 
                                                     ------------  ------------ 
 
   30          Events after the end of the reporting period 

Borrowing facilities

As referred to in Notes 1 and 17, a new Revolving Credit Facility was signed on 4 May 2021, which provides total debt facilities of GBP100 million. The first drawdown on the new facility which was to repay the previous facility, was on 4 May 2021.

Acquisitions

On 9 July 2021, the Group acquired 100% of the share capital of Opsbase Limited, an early stage but technologically complete health and safety software compliance platform. Consideration was GBP1.9 million.

On 16 July 2021, the Group acquired 100% of the share capital of Advanced Digital Systems Inc, a company incorporated and domiciled in the United States of America and trading as Mi-Co. Consideration was GBP3.1 million. The acquisition will strengthen the Group's technology offering providing a no- and low-code mobile application development platform to support the capture, collation and submission of data to facilitate regulatory compliance.

Due to the recent timing of the acquisitions and the availability of information, a full assessment of the fair values of assets and liabilities acquired has not yet been completed.

The acquisitions were funded from the Group's cash resources and its Revolving Credit Facility.

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END

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July 22, 2021 02:00 ET (06:00 GMT)

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