iPlato Ltd - Limited company accounts 23.2

REGISTERED NUMBER: 03930219 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Year Ended 31 December 2022

for

iPlato Ltd

Page

Report of the Directors

1

Chartered Certified Accountants' Report

2

Income Statement

3

Other Comprehensive Income

4

Balance Sheet

5

Statement of Changes in Equity

7

Notes to the Financial Statements

8

Reconciliation of Equity

15

Reconciliation of Profit or Loss

17

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

For the year ended 31 December 2022, Iplato Limited adopted Financial Reporting Standard 101 "Reduced Disclosure Framework", as adopted by the United Kingdom, for the first time. This financial statement includes transition note 17 to explain the impact of changing from UK GAAP to FRS 101.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of business and domestic software development.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

P T Alpsten

M D Rowden

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors 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 company and of the profit or loss of the company 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;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

M D Rowden - Director

28 September 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of iPlato Ltd for the year ended 31 December 2022 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at http://www.accaglobal.com/rulebook.

This report is made solely to the Board of Directors of iPlato Ltd, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of iPlato Ltd and state those matters that we have agreed to state to the Board of Directors of iPlato Ltd, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/factsheet163. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that iPlato Ltd has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of iPlato Ltd. You consider that iPlato Ltd is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of iPlato Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Davis Grant Limited

Chartered Certified Accountants

Treviot House

186-192 High Road

Ilford

Essex

IG1 1LR

29 September 2023

TURNOVER

-

1,000,000

Administrative expenses

(19,650

)

(1,083,919

)

OPERATING LOSS

(19,650

)

(83,919

)

Interest payable and similar expenses

5

(654

)

-

LOSS BEFORE TAXATION

6

(20,304

)

(83,919

)

Tax on loss

7

2,091,196

(51,757

)

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

2,070,892

(135,676

)

PROFIT/(LOSS) FOR THE YEAR

2,070,892

(135,676

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2,070,892

(135,676

)

FIXED ASSETS

Intangible assets

8

-

8,502,081

Investments

9

1,602

1,602

1,602

8,503,683

CURRENT ASSETS

Debtors

10

1,361,737

565,167

Cash at bank

1,170

20,221

1,362,907

585,388

CREDITORS

Amounts falling due within one year

11

(47,437

)

(7,711,778

)

NET CURRENT ASSETS/(LIABILITIES)

1,315,470

(7,126,390

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,317,072

1,377,293

PROVISIONS FOR LIABILITIES

12

-

(2,131,113

)

NET ASSETS/(LIABILITIES)

1,317,072

(753,820

)

CAPITAL AND RESERVES

Called up share capital

13

338

338

Share premium

82,769

82,769

Retained earnings

14

1,233,965

(836,927

)

SHAREHOLDERS' FUNDS

1,317,072

(753,820

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 28 September 2023 and were signed on its behalf by:

M D Rowden - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2021

327

(701,251

)

82,769

(618,155

)

Changes in equity

Deficit for the year

-

(135,676

)

-

(135,676

)

Total comprehensive income

-

(135,676

)

-

(135,676

)

Issue of share capital

11

-

-

11

Balance at 31 December 2021

338

(836,927

)

82,769

(753,820

)

Changes in equity

Profit for the year

-

2,070,892

-

2,070,892

Total comprehensive income

-

2,070,892

-

2,070,892

Total transactions with owners, recognised directly in equity

-

-

-

-

Balance at 31 December 2022

338

1,233,965

82,769

1,317,072

1.	STATUTORY INFORMATION

iPlato Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

03930219

Registered office:

1 King Street

London

W6 9HR

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared on a going concern basis.

For all periods up to and including the year ended 31 December 2021, the company prepared its financial

statements in accordance with Financial Reporting Standard 102 ("UK GAAP"). This financial statement for

the year ended 31 December 2022 is the first the company has prepared in accordance with FRS 101.

The impact of adopting FRS101 for the first time on the balance sheet as at 1 January 2021 and as at 31

December 2021, and the income statement for the year ended 31 December 2021 as previously presented under UK GAAP has been documented with reconciliation between the FRS 101 and UK GAAP positions presented in Note 17. The equity position at each of the previous year ends is also presented in that note.

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

The consolidated accounts of the larger group can be found on Companies House under the parent undertaking, Huma Therapeutics Limited.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

•

the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

•

the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations;

•

the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources;

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-

paragraph 118(e) of IAS 38 Intangible Assets;

-

paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-

paragraph 50 of IAS 41 Agriculture;

•

the requirements of paragraphs 10(d), 10)(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements;

•

the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;

•

the requirements of IAS 7 Statement of Cash Flows;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Intangible assets

The company has developed a technology platform that is deployed and used widely across the Healthcare sector. Where applicable, the costs of development are capitalised. The technology platform and intrinsic intellectual property are under constant and continuing development and enhancement.

Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Amortisation is provided at the following rates:

Development costs - Straight line over 10 years

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date.

The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred taxation is measured on a non-discounted basis at the average tax rates that would apply when the timing differences are expected to reverse, based on tax rates and laws that have been enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investments

Investments are classified as financial assets measured at fair value through profit or loss. They are not held for trading and the Company subsequently measures all equity investments at fair value, with the movements recognised in the statement of profit or loss.

Trade and other receivables

Trade and other receivables are recognised initially at fair value, which is generally the original invoice amount, and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Trade and other payables

Trade and other payables are recognised initially at fair value, which is generally the original invoice value, and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs that are directly attributable to the acquisition of the financial asset.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Expectation makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Judgements

Capitalisation of development costs

Development costs are capitalised only after the technical and commercial feasibility of the asset for sale or use have been established. This is determined by our intention to complete and/or use the intangible asset. The future economic benefits of the asset are reviewed using detailed cash flow projections. The key judgement is whether there will be a market for the products once they are available for sale.

Estimates

Amortisation

Amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved. The assessment of these useful economic lives is made by projecting the economic lifecycle of the asset. The key judgement is estimating the useful economic life of the development costs capitalised due to the uncertainties of changes in the market and competitor products. A review is conducted annually by project and depreciation and amortisation rates are changed where economic lives are re-assessed and technically obsolete items written off where necessary.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2022 nor for the year ended 31 December 2021.

The average number of employees during the year was as follows:

2022

2021

Employees

2

3

2022

2021

£

£

Directors' remuneration

-

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2022

2021

£

£

Interest

654

-

6.	LOSS BEFORE TAXATION

The loss before taxation is stated after charging:

2022

2021

£

£

Development costs amortisation

-

907,258

Auditors' remuneration

-

5,000

Foreign exchange differences

8,914

13,975

7.

TAXATION

Analysis of tax (income)/expense

2022

2021

£

£

Current tax:

Tax

-

(410,167

)

Adjustments in respect of

previous periods

39,917

-

Total current tax

39,917

(410,167

)

Deferred tax

(2,131,113

)

461,924

Total tax (income)/expense in income statement

(2,091,196

)

51,757

8.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 January 2022

10,466,774

Additions

1,741,796

Disposals

(12,208,570

)

At 31 December 2022

-

AMORTISATION

At 1 January 2022

1,964,693

Eliminated on disposal

(1,964,693

)

At 31 December 2022

-

NET BOOK VALUE

At 31 December 2022

-

At 31 December 2021

8,502,081

At the start of the year, all the development costs were transferred to its subsidiary iPlato Healthcare Ltd.

9.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2022

and 31 December 2022

1,602

NET BOOK VALUE

At 31 December 2022

1,602

At 31 December 2021

1,602

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Iplato Healthcare Limited

Registered office: 1 King Street, London, W6 9HR

Nature of business: Global Healthtech company

%

Class of shares:

holding

Ordinary

100.00

Iplato s.r.o

Registered office: nam. Republiky 56 530 02 Pardubice

Nature of business: Global healthtech company

%

Class of shares:

holding

Ordinary

100.00

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Amounts owed by group undertakings

1,361,631

-

Other debtors

106

565,167

1,361,737

565,167

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade creditors

17

111,707

Amounts owed to group undertakings

-

7,418,006

Tax

40,570

-

VAT

-

177,065

Deferred income

6,850

5,000

47,437

7,711,778

12.	PROVISIONS FOR LIABILITIES

2022

2021

£

£

Deferred tax

-

2,131,113

Deferred

tax

£

Balance at 1 January 2022

2,131,113

Reversed during the year

(2,131,113

)

Balance at 31 December 2022

-

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

16,879,000

Ordinary

0.00002

338

338

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2022

(836,927

)

82,769

(754,158

)

Profit for the year

2,070,892

2,070,892

At 31 December 2022

1,233,965

82,769

1,316,734

15.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Huma Therapeutics Limited a private company, limited by shares, registered in England and Wales. Registered number is 07725451 and registered office is 13th Floor Millbank Tower, 21-24 Millbank London, United Kingdom, SW1P 4QP.

16.	AUDIT EXEMPTION

For the year ending 31/12/2022 the company was entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. - the members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; - the director acknowledges responsibility for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

17.	FIRST YEAR ADOPTION

Under FRS 102, the Company did not recognise deferred tax liability on development costs. At transition on 1 January 2021, the Company recognised deferred tax liability of £1,669,189 on the development costs, resulting into an increase in provision for liabilities of £1,669,189 with a corresponding impact to the retained earnings.

During the year ended 31 December 2021, the above movements have been adjusted to reflect the correct deferred tax liability for the year, resulting in the recognition of a provision for liabilities of £2,131,113 with a corresponding impact to retained earnings.

There have been no other adjustments on transition to FRS101 as the Company has capitalised development costs under UK GAAP, does not trade, and holds no leases.

FIXED ASSETS

Intangible assets

6,676,755

-

6,676,755

Investments

1,602

-

1,602

6,678,357

-

6,678,357

CURRENT ASSETS

Debtors

358,478

-

358,478

Cash at bank

170,378

-

170,378

528,856

-

528,856

CREDITORS

Amounts falling due within one year

(6,156,179

)

-

(6,156,179

)

NET CURRENT LIABILITIES

(5,627,323

)

-

(5,627,323

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,051,034

-

1,051,034

PROVISIONS FOR LIABILITIES

-

(1,669,189

)

(1,669,189

)

NET ASSETS/(LIABILITIES)

1,051,034

(1,669,189

)

(618,155

)

CAPITAL AND RESERVES

Called up share capital

327

-

327

Share premium

82,769

-

82,769

Retained earnings

967,938

(1,669,189

)

(701,251

)

SHAREHOLDERS' FUNDS

1,051,034

(1,669,189

)

(618,155

)

FIXED ASSETS

Intangible assets

8,502,081

-

8,502,081

Investments

1,602

-

1,602

8,503,683

-

8,503,683

CURRENT ASSETS

Debtors

565,167

-

565,167

Cash at bank

20,221

-

20,221

585,388

-

585,388

CREDITORS

Amounts falling due within one year

(7,711,778

)

-

(7,711,778

)

NET CURRENT LIABILITIES

(7,126,390

)

-

(7,126,390

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,377,293

-

1,377,293

PROVISIONS FOR LIABILITIES

-

(2,131,113

)

(2,131,113

)

NET ASSETS/(LIABILITIES)

1,377,293

(2,131,113

)

(753,820

)

CAPITAL AND RESERVES

Called up share capital

338

-

338

Share premium

82,769

-

82,769

Retained earnings

1,294,186

(2,131,113

)

(836,927

)

SHAREHOLDERS' FUNDS

1,377,293

(2,131,113

)

(753,820

)