INTRAGEN_INTERNATIONAL_LI - Accounts

The directors present the strategic report for the year ended 31 May 2022.

Intragen provides cyber security services, focused on Identity and Access Management (IAM) solutions, to enterprise scale customers across the UK and Northern Europe, with typical customers having more than 5,000 employees. In October 2021, Intragen Deutschland GmbH commenced trading following the recruitment of a small team of experienced consultants providing us with access to German markets for the first time. The group operates via the subsidiary undertakings listed in the Subsidiaries note to the financial statements with Intragen International providing central management services for the group including marketing, product development, HR and finance. All trading activity is conducted under the Intragen brand.

The principal business risks include competition from other established IAM software providers, the continuing shortage of skilled employees and the potential entry of cloud software providers entering the cyber security market attracted by market growth. We believe the business is well positioned to take advantage of the evolving market by offering specialist services and solutions not currently provided by potential new competitors.

The economic environment also presents a business risk but the solutions we offer are considered essential services which are also required during an economic downturn and the focus on enterprise scale clients is a strong protection to the impact of economic uncertainty.

With the risk of financial and reputational damage, cyber security is a key priority for many global businesses. This is driving continued growth in the cyber security market which is forecasted to continue for the foreseeable future.

IAM Solutions in particular are increasingly important to organisations as they transition to the cloud, accommodate changing employee working patterns and use of personal devices and increasing compliance requirements.

Intragen is well placed to take advantage of this growing and evolving market.

The directors analyse the progress of the business on a regular basis using a range of financial and non-financial performance indicators. The key financial performance indicators measured are revenue, revenue growth, consultant day rates, consultant utilisation rates and EBITDA.

With the backing of its ultimate parent company the business has invested significantly during the past two years in hiring skills, marketing and IP. As a result of these areas of investment, there was a planned reduction in profitability in the two years ended May 2021 and 2022. A CEO was hired in April 2022 with further new management team hires including CPO, CFO and CRO. The management team expects the business to post further growth in revenue together with a return to EBITDA breakeven in the next financial year.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 May 2022.

Intragen has established a leading reputation for its expertise in implementing identity and access management solutions for large corporates with complex requirements. Since its formation in 2006, Intragen has undertaken such projects for more than 130 large organisations. It has a high level of repeat business with more than half the customer base having been clients for 5 years or more.

The results for the year ended 31 May 2022 show revenues of £8,713,877 (2021: £5,741,617) and an operating loss of £2,913,866 (2021: £1,892,066).

Going Concern

The directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in the Statement of accounting policies in the financial statements.

Dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Refer to the Events after the reporting date note.

The group has established a product development function to develop its own intellectual property in identity and access management into products and services.

The directors regard such investment in this area as a prerequisite for success in the medium to long-term future.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

•     select suitable accounting policies and then apply them consistently;

•     make judgements and accounting estimates that are reasonable and prudent;

•     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the ;

•     prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Intragen International Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2022 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

•     give a true and fair view of the state of the group's and the parent company's affairs as at 31 May 2022 and of the group's loss for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,140,773 (2021 - £795,700 loss).

Intragen International Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 146 New London Road, Chelmsford, United Kingdom, CM2 0AW.

The principal place of business is Fairways, Wyboston Lakes, Great North Road, Wyboston, Bedfordshire, MK44 3BY.

The group consists of Intragen International Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Intragen International Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Balances held by subsidiaries that are not in the functional currency of the group are retranslated using the period end exchange rate for assets and liabilities and at the average foreign exchange rate for the period for all profit or loss items. Any difference arising on retranslation into the functional currency are recognised within other comprehensive income.

At the time of approving the financial statements, the group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group should be able to continue to operate without the requirement for external facilities. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. In November 2022, the company secured a further £587,035 of funding as detailed in the events after the reporting date note to the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 7 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Costs associated with the development of internally generated intangible assets are recognised once:

•     The technical feasibility of completing the asset for use or sale has been confirmed;

•     There is intention and ability to use or sell the asset;

•     Future economic benefits are probable;

•     T

•     T

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. The software intangible asset has not yet been brought into use as at the balance sheet date, therefore, no amortisation has been charged in the year.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Related party transactions

The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The amortisation charge for goodwill is sensitive to changes in the estimated useful life of the asset with the useful life re-assessed at each reporting date. it is amended when necessary to reflect current estimated based on future expected income.

The directors have made key assumptions regarding the useful life of goodwill on consolidation and have determined that it has a useful life of 7 years.

Grants received include amounts in relation to the Coronavirus Job Retention Scheme (CJRS) of £Nil (2021: £15,059).

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2021 - 1).

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Factors that may affect future tax charges

A rate of 25% (2021: 19%) was used for purposes of considering the effects of deferred taxation in the current period, on the basis that the increase in the main rate of UK Corporation Tax from 19% to 25% intended to take effect from 1 April 2023 had been enacted at the Balance Sheet date.

The company has tax losses available to offset against future profits of approximately £1,028,000 (2021: £Nil) at the Balance Sheet date. A deferred tax asset has not been recognised in respect of these tax losses, due to uncertainty over when they might be utilised. The value of the unrecognised deferred tax asset in respect of the tax losses is approximately £257,000 (2021: £Nil).

The group has tax losses available to offset against future profits of approximately £1,131,000 (2021: £112,000) at the Balance Sheet date. A deferred tax asset has not been recognised in respect of these tax losses, due to uncertainty over when they might be utilised. The value of the unrecognised deferred tax asset in respect of the tax losses is approximately £282,750 (2021: £21,280).

Details of the company's subsidiaries at 31 May 2022 are as follows:

Registered office addresses:

Intragen Holdings Limited and Intragen Limited are both registered in England and Wales. Intragen OY is registered in Finland, Intragen BV is registered in the Netherlands, Intragen AB is registered in Sweden and Intragen GMBH is registered in Germany.

Intragen Limited, Intragen BV, Intragen OY, Intragen AB and Intragen GMBH are 100% owned subsidiaries of Intragen Holdings Limited, therefore the effective interest that Intragen International Limited holds is 100%.

Amounts owed to group undertakings are unsecured, interest free, have no fixed repayment date and are repayable on demand.

Other loans are unsecured, bear a fixed interest rate of 2%, 10% or 20%, with this all payable on repayment of the loan balance. All loans are repayable by 30 August 2026. £3,187,881 of these borrowings are listed on The International Stock Exchange.

Preference shares attract interest at 2% or 10% and are repayable by 30 August 2024, unless redeemed in advance of this date in accordance with the provisions in the Articles of Association. Holders of the preference shares are entitled to received dividends and a return of capital in priority to holders of any other class of shares.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The share premium represents the amount receivable for share capital in excess of nominal value.

Each A, B1 and B2 Ordinary share entitles its holder to one vote. All C Ordinary shares are non-voting. The A Ordinary shares as a whole carry a minimum of 75% of the voting rights.

Each A, B1 and B2 Ordinary share entitles its holder to dividends which are receivable in proportion to the number of shares held, ranking behind the preference shares in issue.

On a return of capital, A Ordinary, B1 Ordinary and B2 Ordinary shareholders rank pari passu and receive any amounts credited as paid up first, followed by C Ordinary shareholders. Any remaining amounts after returning amounts credited as paid up on shares are repaid to A Ordinary, B1 Ordinary, B2 Ordinary and C Ordinary shareholders based on the relevant proportion of shares of that class, subject to various hurdles being met in regards to total amounts being returned, as defined in the articles of association.

Called up share capital represents the nominal value of shares that have been issued.

71,489 (2021: 71,489) of Ordinary C shares were not fully paid at the year end. The nominal value had been issued and fully paid. However the share premium totaling £70,774 (2021: £70,774) was unpaid and was included within other debtors due within one year.

During the year the company issued 611,697 Ordinary A shares at £0.10 per share, 324,096 Ordinary B1 shares at £0.10 per share, 114,207 Ordinary B2 shares at £0.10 per share and 17,670 Ordinary C shares at nominal value.

Capital redemption reserves includes the nominal value of all prior period share buybacks, with none having been made in the current period.

Other reserves includes all current and prior period retranslation differences arising from foreign operations.

Profit and loss reserves includes all current and prior period retained profits and losses.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 9 November 2022, the following events took place:

The issue of ordinary shares for a total of £58,703 in the following classes and values

• 395,053 A ordinary shares of £0.001 each for £39,505.

• 191,982 B1 ordinary shares of £0.001 each for £19,198.

The company issued unsecured loan notes totalling £528,332. The loans are repayable on 30 August 2026 and have an interest rate of 20% per year.

On 30 May 2023, the following events took place:

The issue of ordinary shares for a total of £8,982 in the following classes and values

• 460,739 C ordinary shares of £0.01 each for £4,607.

• 875 D ordinary shares of £0.01 each for £4,375.

On 9 June 2023 a subsidiary acquired the Finland-based IAM Business Unit of Telia [teliacompany.com], the Swedish multinational telecommunications company and mobile network operator. The acquisition is set to transform the Nordic IAM landscape and bring numerous advantages to clients in the region. This was funded by the issuance of the following on 9 June 2023:

• 6,981,866 A ordinary shares of £0.001 each for £698,187

• £1,047,263 unsecured loan notes

The loans are repayable on 30 August 2026 and have interest rates ranging from 10-25%.

The remuneration of key management personnel is as follows.

During the year the group entered into the following transactions with related parties:

Amounts owed to related parties

At the balance sheet date, the group had balances with the parent entity of £54,260 (2021: £241,010) included within trade creditors, £7,757 (2021: £10,000) included within accruals, £8,820,866 (2021: £7,504,276) included within other borrowings due in more than one year in respect of loan notes and preference shares. These amounts include interest and dividends accrued during the period of £384,602 (2021: £348,001 ) and £385,164 (2021: £348,055) respectively.

At the balance sheet date, the group had balances with key management personnel of £5,614 (2021: £Nil) included in trade creditors), £299,380 (2021: £Nil) included in accruals, £4,347,487 (2021: £3,694,260) included within other borrowings due in more than one year in respect of loan notes and preference shares. These amounts include interest and dividends accrued during the period of £2,596 (2021: £2,349) and £355,264 (2021: £321,411) respectively.

At the balance sheet date, the group had a balance with entities under common control of £7,365 (2021: £Nil) included in trade creditors.

Amounts owed by related parties

At the balance sheet date, the group had a balance with an entity under common control of £3,751 (2021: £Nil) included in prepayments.

FPE Capital LLP is the company's ultimate parent, a limited liability partnership whose registered office is 2nd Floor 7 - 9 Swallow Street, London, England, W1B 4DE.