19 April 2022 – London, UK - Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused on cyber security and risk, is pleased to announce its final results for the year ended 31 December 2021. The Annual Report and Accounts along with the Notice of its Annual General meeting (“AGM”) and a Form of Proxy will be posted to Shareholders shortly.
A copy of the Annual Report and Accounts and the notice of AGM are available on the Company’s website at www.crosswordcybersecurity.com.
AGM and Investor Meeting
The AGM will be held on Monday 16 May 2022 at 10.00am at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR.
Additionally, the Company will be hosting an update on the Investor Meet Company platform on Tuesday 17 May at 2.00pm. Click here to register for this event.
2021 Financial Highlights
• Delivered 43% revenue growth to £2.3m (including Grant Income of £152k included in ‘Other Income’), despite the turbulence in the economy.
• Revenues from product and services expanded by 56%.
• Annual recurring revenue doubled during 2021.
• £1.6m equity fund raise February 2021, and a £5.0m equity fund raise July 2021.
• £1.3m cost increases driven by headcount increasing by 74%, with continued investment in sales and marketing and product development, and increased professional fees in 2021 driven by two acquisitions, two equity fund raises and the opening of an overseas company in Oman.
• £457k gain on revaluation of CyberOwl Limited shareholding measured at fair value. Crossword catalysed the creation of CyberOwl Limited in 2016.
• Loss of £2.5m.
• £3.4m closing cash.
2021 Operational Highlights
• Rizikon users grew to over 500 users by the end of 2021.
• Acquired Verifiable Credentials Limited in May 2021, adding IdentiProof to the product portfolio.
• Acquired Stega UK Limited in August 2021. Integrated the threat intelligence and monitoring company and their sophisticated in-house platform, Nightingale.
• Integrated DarkBeam’s cyber risk audits into Rizikon, significantly enhancing its functionality.
• Completed grant funded feasibility study with Liverpool John Moores University to investigate the underlying problems and causes of failures in supply chain risk and assurance.
• The IASME Consortium Limited commenced using Rizikon to deliver its Counter Fraud Fundamentals Certification. This is as well as delivering its Internet of Things security certification.
• Consulting secured two more FTSE250 clients.
• Crossword Cybersecurity LLC was formed in the Sultanate of Oman.
• Designed, built and market tested a completely new product in the privacy governance space, for the University of Glasgow.
• Refreshed the Board with the appointment of Dr Robert Coles and Tara Cemlyn-Jones.
• Share split where each Ordinary Share of 5p was sub-divided into ten new ordinary shares of 0.5p.
• Great progress on gender diversity with the Board being 37.5% women and Advisory Board at 50:50 parity. The Women at Crossword Group was established.
• Office move in London from Richmond to a flexible Waterloo office.
Post Period Highlights
• Acquired Threat Status Limited, the threat intelligence company and provider of Trillion™, the cloud-based software as a service (SaaS) platform for enterprise-level credential breach intelligence. This takes the number of acquisitions in the past 12 months to three.
• The IASME Consortium Limited commenced using Rizikon to deliver its Maritime Security Certification. This is as well as delivering its Internet of Things security and Counter Fraud Fundamentals certifications.
• Continued to expand the membership body network to distribute Rizikon. Launched an offer to members of techUK, the UK technology trade association, and BESA, the British Educational Suppliers Association, for a single-use cyber security assessment to support them towards Cyber Essentials certification.
Outlook
• Expect rate of growth in income to be circa 75% in 2022, in line with market expectations.
• Continue rapid roll out of Rizikon Pro, on the back of partnerships and membership deals.
• Target over 1,000 organisations using Rizikon to assess over 10,000 suppliers by end 2022.
• Take Identiproof to market as well as continuing product development.
• Continued focus on Sales and Marketing.
• Complete the integration of Threat Status Ltd into Crossword.
• Focus on cross sell opportunities following three acquisitions in less than 12 months, with the addition of circa 50 new clients, three new products (Identiproof, Trillion and Arc), and new threat monitoring service using Nightingale, our world class platform.
• Growing client interest in Nixer and Nixer functionality being used to enhance Rizikon.
Tom Ilube, CEO of Crossword Cybersecurity plc, commented: “I am incredibly pleased with the progress Crossword made in 2021, achieving 43% total revenue growth, and 56% growth in our product and services revenue. We expanded our product portfolio with the addition of Identiproof, our services offering with the addition of Nightingale, and our geographical reach with the opening of our Oman office. We were delighted to welcome new institutional investors in our February and July 2021 fund raises and are appreciative of the ongoing support of our shareholders.
“We have welcomed the teams from Stega UK Ltd and Verifiable Credentials into the Crossword fold during 2021, and the team from Threat Status Ltd post period in March 2022. Crossword employees continue to embody our culture and values of responsibility, openness, flexibility and learning.
“We have had a strong start to 2022, commencing delivery of services to a new FTSE 100 company, also to a company which supports UK critical national infrastructure, progressed cross sell opportunities of Nightingale into our consulting client base and have already sold Trillion into our Rizikon network.
“Following our three successful acquisitions in the past 12 months, we will continue to make targeted acquisitions to accelerate growth, where we see interesting cyber security companies.”
- Ends -
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain
Contacts
Crossword Cybersecurity plc – Tel: +44 (0) 333 090 2587
Email: info@crosswordcybersecurity.com
Tom Ilube, Chief Executive Officer
Mary Dowd, Chief Financial Officer
Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100
Colin Aaronson / Daphne Zhang / Ciara Donnelly
Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341
Claire Louise Noyce
For media enquiries contact:
Duncan Gurney, GingerPR
duncan@gingerpr.co.uk - Tel: +44 (0)1932 485 300
About Crossword Cybersecurity plc
Crossword Cybersecurity plc reduces the cyber risks for clients by providing a portfolio of products and services, powered by university and other research-driven insights. Crossword focuses on the development and commercialisation of cyber security and risk management related software and cyber security services. The Group’s specialist cyber security product development and software engineering teams develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess and manage all risks from their suppliers. Nixer CyberML, another Crossword product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud, and in-application denial of service attacks. Identiproof, is the World Wide Web Consortium (W3C) verifiable credentials compatible middleware and wallet technology. Trillion and Arc are the latest additions to Crossword’s product suite, offering some of the strongest and most advanced credential leak monitoring services in the market. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke cyber security consulting advice tailored to its clients’ business needs, including threat monitoring using Nightingale, our world class platform.
Chairman’s Statement
Strong growth as the economy emerges from the pandemic
As the world emerged slowly from the challenging pandemic period, Crossword continued to progress rapidly with our strategy of building a significant intellectual property-based, AIM quoted cyber security business.
By the end of 2021, Crossword had grown revenue (including Grant Income) by a very healthy 43%. 2022 has started positively, and the company is confident of achieving growth of circa 75% in the coming year. Rizikon now has over 500 organisations using the platform, we have integrated two acquisitions and our first-class specialist cyber security consulting team is building on its major client relationships.
Management and staff are to be congratulated on achieving 43% revenue growth in 2021, as the economy emerged gradually from a very tough period. We look forward to continuing to build value for shareholders in the year ahead.
A series of smart acquisitions
During 2021, Crossword continued to expand its product portfolio and accelerate growth through a series of targeted acquisitions. Crossword acquired Verifiable Credentials Limited in the first half of the year and Stega UK Limited in the second half. The company also signed a head of terms to acquire a cyber threat company, Threat Status Limited, in December and the transaction completed in March 2022.
Robust Governance
We strengthened the Group Balance Sheet in 2021 by completing two equity fund raises, with significant shareholder support and new investors coming on board. We completed a £1.6m fundraise early in the year followed by a £5m raise in July. We would like to thank our shareholders for their support as we build for the future.
We were delighted to welcome aboard two new Board members, Dr Robert Coles and Tara Cemlyn-Jones, at the AGM. Once again, I would like to take this opportunity to thank Dr David Stupples and Gordon Matthew for their invaluable contributions as they retired from the Board.
The Board maintains a robust framework of controls and high standards, enabling the company to adapt quickly and securely in a way that safeguards our stakeholders longer-term interests. The Board continues to adhere to the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) in line with the London Stock Exchange’s requirement for all AIM listed companies to adopt a recognised corporate governance code. The Chairman’s Corporate Governance Statement within the Annual Report provides further details.
Significant growth in 2021, set to accelerate in 2022
The last year has been one of rapid growth once again as we emerge from the worst of the pandemic. Crossword is well set for faster growth in 2022. We have experienced leadership, an expert cyber security team and a strong set of best-in-class cyber security products and services to offer in the fast-growing cyber security market.
Our diverse and committed team of employees has performed remarkably during this period and I would like to acknowledge them all. Crossword’s core values of responsibility, openness, flexibility and learning underpin everything we do and will enable our company to accelerate in 2022 and beyond.
Sir Richard Dearlove KCMG OBE
13 April 2022
Chief Executive Officer’s Statement
It is my pleasure, as Chief Executive Officer, to present the Annual Report and audited accounts for Crossword Cybersecurity Plc (‘Crossword’ or the ‘Company’ or the ‘Group’) for the financial year ended 31 December 2021.
Crossword grew strongly in 2021, as the economy and wider society started to emerge from the pandemic albeit with stops and starts along the way. Overall, the business grew by an impressive 43% through the year.
In the period under review, product and services revenue (including Grant Income) grew by 56% over the comparative period. The Group revenue growth of 43% includes software development services to related party which has now discontinued. We were particularly pleased to see consulting services recurring revenue increase by almost 100% over the prior year.
Despite the pandemic reaching new heights and negatively impacting the economy worldwide, the field of cyber security experienced high demand and demonstrated its resilience with another consecutive record year of investment in cyber security firms. Crossword’s products and services have seen a growing demand throughout 2021 leading to another successful year of operations. According to the UK Cyber Security Sectoral Analysis 2022, the UK remains the largest cyber security market in Europe with a total revenue of £10.15bn, which represents growth of 14% from last year’s figure (£8.9bn). The UK maintained its spot as the biggest exporter of cyber services in Europe, increasing its exports from £3.9bn to £4.24bn.
Going into 2021, after a tough period the previous year due to the pandemic, the Executive team was determined to make solid progress in building the business. We decided to accelerate our growth and enhance our product portfolio through a series of tactical acquisitions, and we successfully completed two transactions during the year. The first was Verifiable Credentials Limited which has been assigned intellectual property from the University of Kent, adding its product Identiproof to our product portfolio. Identiproof addresses the growing ‘digital credentials’ market whereby tens of millions of physical certificates (such as academic certificates, insurance documents, health certificates and many others) will be converted into digital certificates that need to be verified to confirm their authenticity. Identiproof was created by Professor David Chadwick, an acknowledged expert and co-author of the global W3C standard in the digital credentials field, who joined Crossword’s team. The second, Stega UK Limited, the threat intelligence and monitoring company that is particularly strong in the financial services and hedge fund sector, added significant technical expertise, in-depth cyber threat data and thirty new clients, bringing our revenue generating services client base to over 100 organisations. We also signed a heads of terms for our third acquisition, Threat Status Limited, a threat intelligence company, that we completed in March 2022. Following the acquisition of Threat Status Limited, products Trillion™ and Arc will be incorporated into Crossword’s product suite, completing our aim of having five products in the market by the end of 2022.
Rizikon, Crossword’s leading product, continued to make strong progress as we rolled it out to a wide range of clients, driven by our membership body programme. Our agreement to launch Rizikon to the 10,000 Chartered Institute of Information Security members resulted in great take-up. We also signed up a number of other membership organisations. As a result, we ended 2021 with more than 500 organisations using Rizikon, either in trials or contracted. We also enhanced the product by integrating Darkbeam cyber risk audits into Rizikon. Our R&D team, who work closely with universities on cyber risk intellectual property-based product ideas, completed a revenue generating project with the University of Glasgow on privacy governance software. They also completed an Innovate UK-funded project to investigate Manufacturing Supply Chain Risk with Liverpool John Moores University and a number of industry partners. Concepts generated by this project will be used to enhance Rizikon over the coming year.
Crossword’s Consulting division continued to secure projects with major FTSE, mid-market and fast-growing entrepreneurial companies. We are particularly pleased that our consulting services division has secured a good mix of vCISO revenue contracts, which will deliver recurring revenue through 2022 and beyond. vCISO is a virtual/remote CISO (Chief Information Security Officer) service, provided by Crossword Consulting cyber security experts at a fraction of the cost of an in-house CISO. Crossword services recurring revenue, strengthened by the acquisition of Stega UK Ltd, increased by almost 100% over the prior year.
Following consulting and market research projects carried out in the region in 2020, Crossword established an Oman subsidiary, in partnership with Al-Rawahy Holdings, a significant Omani Group with extensive interests across the Gulf region. Our subsidiary, Crossword Cybersecurity LLC, will be the exclusive third-party distributor of Crossword’s existing and future cyber security products, including Rizikon. Our full range of products and services will be made available across the region to help organisations improve their cyber security posture.
On the corporate front, Crossword strengthened its balance sheet, completing a £1.6m equity fundraise in 2021 through a placing and subscription of Crossword Ordinary Shares at a price of 260 pence per share. In May, we competed a 10:1 share split to support liquidity and following the share split, we raised £5m at a price of 30 pence in July 2021. I was delighted with the level of support from our existing shareholders through this period and was very pleased to welcome several major new shareholders.
At our AGM in May 2021, we welcomed two new Board members, Dr Robert Coles and Tara Cemlyn-Jones. Robert was lead partner for KPMG’s Information Security consulting business prior to moving into industry where he held a number of CISO positions at large corporations including GlaxoSmithKline. Robert previously chaired Crossword’s Advisory Board and continues to chair our consulting business. Tara has 28 years’ experience in financial services with specialist knowledge of capital markets, M&A, strategy and digital transformation. We would like to thank Dr David Stupples and Gordon Matthew for their excellent contribution over the years as they retired from the Board at the AGM.
As Crossword continues to grow and mature as an organisation, a keen focus is kept on our wider stakeholder and social responsibilities. Our Polish team reacted quickly to the suffering of Ukrainians evacuating to Poland, putting a donations scheme in place, and sharing experiences with the whole group. Crossword is considering the BCorp accreditation, as we believe that this will provide external parties with confidence that Crossword holds itself to high standards in relation to stakeholders, in areas such as governance, employees, community, environment and customers.
I want to close by thanking all those who helped Crossword accelerate through a tricky year which ended with an excellent result. As we look forward, 2022 looks incredibly exciting for Crossword. We are aiming for 75% revenue growth across the Group and with Crossword’s outstanding team and our culture of responsibility, openness, flexibility and learning, I am confident that we will achieve our goals.
Tom Ilube
Chief Executive Officer
13 April 2022
Notes to the Financial Information
1 Accounting Policies
1.1 The Group and its operations
Crossword Cybersecurity plc (the “Company”) is a Company incorporated on 6 March 2014 in England and Wales under the Companies Act 2006. The Company is the parent company of the Crossword Group of Companies focusing on the cybersecurity sector. The principal activities are the development and commercialisation of university research-based cyber security related software and cybersecurity consulting.
The financial information includes the results of the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”).
The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
1.2 Basis of preparation of financial information
The financial information has been prepared in accordance with the requirements of the London Stock Exchange plc AIM Rules for Companies and in accordance with International Financial Reporting Standards as adopted in the United Kingdom (“UK adopted IFRS”) and those parts of the Companies Act 2006 applicable to companies reporting in accordance with UK adopted IFRS.
The financial information has been prepared on the historical cost basis. The preparation of financial information in conformity with UK adopted IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Changes in assumptions may have a significant impact on the financial information in the year the assumptions changed. Management believes that the underlying assumptions are appropriate. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in note 1.21.
Changes in accounting policy and disclosures
There were no changes in the accounting policy and disclosures in the current financial year.
At the year end, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective. The group is considering their impact but do not expect a material on the future results of the Group.
New standards, interpretations and amendments adopted in current period
The following new standards or amendments to existing standards were applicable for the first time and have not had an impact on the financial statements.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 (issued in August 2020)
The amendments are aimed at helping companies to provide investors with useful information about the effects of the reform of interest rate benchmarks on those companies’ financial statements.
The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. The Phase 2 amendments relate to:
• changes to contractual cash flows—a company will not have to derecognise or adjust the carrying amount of financial instruments for changes required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
• hedge accounting—a company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
• disclosures—a company is required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The Group has not had a material impact on its consolidated financial statements from these amendments.
New standards, interpretations and amendments not yet adopted
The Group adopt early the following amendments to standards which are not yet mandatory.
IFRS 17 Insurance Contracts (including the June 2020 Amendments to IFRS 17, effective from 1 January 2023)
Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework (effective from 1 January 2022)
Amendments to IAS 16 Property, Plant and Equipment - Proceeds before Intended Use (effective from 1 January 2022).
Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates (effective 1 January 2023).
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (effective 1 January 2023).
Amendments to IAS 12 Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective 1 January 2023).
Amendments to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-current (effective 1 January 2024).
1.3 Going Concern
The financial information has been prepared on a going concern basis. The Group’s business model has been enhanced following the two acquisitions in 2021 and a further acquisition in early 2022. The Group’s operations have incurred a loss in the financial year whilst the Group’s products and services continue to be enhanced, developed and brought to market. The Directors forecast in 2022 show a trading loss with net cash outflows as the business continues to develop and enhance its products and services and grows revenue. In 2021, the Groups operations have been supported by cash inflows from customers and from the issue of £6.3m equity net of costs during 2021.
The Directors have considered the Group’s future and forecast business and cash requirements. Following the completion of successful fundraises in 2021, the Directors have determined that the group wants to continue to expand, potentially through future acquisitions, which will require a further fund raise in 2022.
In December 2022, the £1.4m convertible loan notes mature and will either be converted to equity, repaid, or re-negotiated. The outcome of the settlement of the convertible loan notes is uncertain but may require further finance for repayment of the debt.
Whilst the Group has £3.4m as cash and cash equivalent at 31 December 2021, on 14 March 2022, the Group acquired another acquisition for a total consideration of £1.5m.
The Directors have concluded that these circumstances could give rise to a material uncertainty arising from events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern if a further fund raise was unsuccessful. However, considering recent successful fund raises the Directors are confident that they can continue to adopt the going concern basis in preparing the financial statements.
The financial statements do not include any adjustment that may arise in the event that the Group is unable to raise finance, realise its assets and discharge its liabilities in the normal course of business.
1.4 Basis of consolidation
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Control exists when then the Group has:
- the power over the investee;
- exposure, or rights, to variable returns from its involvement with the investee;
- the ability to use its power over the investee to affect the amount of the investor’s returns.
All intra-Group transactions balances income and expenses are eliminated on consolidation. Uniform accounting policies are applied by the Group entities to ensure consistency.
1.5 Revenue
Revenue comprises the fair value of consideration received or receivable for licence income and the rendering of services in the ordinary course of the Group’s activities. Revenue is shown net of value added tax and trade discounts. Income is reported as follows:
(a) Licence income
Technology and product licensing revenue represents amounts earned for licenses granted under licensing agreements and recognized over time. Revenues relating to up-front payments are recognised when the obligations related to the revenues have been completed.
Revenues for maintenance and support services are recognised in the accounting periods in which the services are rendered.
(b) Rendering of Services
Services relate to implementation and deployment fees for the technology and products licensed to customers. Revenue is recognised in the accounting periods in which the services are rendered.
(c) Consulting
Consulting revenue is recognised when the performance obligation is met, primarily at a point of time. Contracts are structured to support the revenue recognition process by stating what the objectives and deliverables are for each part of the project, and the revenue attributable to each deliverable.
1.6 Functional and presentation currency
The presentation currency of the Group is pounds sterling (GBP). The functional currency of the Company is pounds sterling. The functional currency of the Company’s polish subsidiary is Polish Zloty (PLN).
1.7 Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in the income statement as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in the consolidated income statement. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the cash generating unit (“CGU”) that is expected to benefit from the synergies of the combination. CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. Any impairment loss is recognised directly in the income statement.
1.8 Foreign operations
The assets and liabilities of foreign operations are translated into Pound sterling using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Pound sterling using the average exchange rates, which approximate the rates at the dates of the transactions, for the period.
All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.
1.9 Intangible assets – research and development
Expenditure on research is written off in the period in which it is incurred.
Development expenditure incurred on specific projects is capitalised where the management is satisfied that the following criteria have been met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
• the expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product include the software development employee costs and an appropriate portion of relevant overheads.
Other development expenditure that does not meet these criteria is recognised as an expense as incurred.
1.10 Property, plant and equipment
Property, plant and equipment is stated at purchase price less accumulated depreciation and impairment losses. The cost includes all expenses directly related to the purchase of a relevant asset.
All other repair and maintenance costs are charged to the income statement for the period during the reporting period in which they are incurred.
1.11 Depreciation and amortisation
Each item of property, plant and equipment is depreciated using the straight-line method over the estimated useful life and depreciation charge is included in the income statement for the period.
The depreciation is charged to the income statement for the period and determined using the straight-line method over the estimated useful life of the item of property, plant and equipment.
The expected useful lives of property, plant and equipment in the reporting and comparative periods are as follows: Useful lives in years
Computers 3.33
Furniture & fittings 3.33
Computer software development expenditure recognised as assets is amortised on a straight-line basis over their estimated useful lives, which does not exceed 5 years.
1.12 Impairment of non-financial assets
The residual value of an asset is the estimated amount that the Group would currently obtain from disposal of the asset less the estimated costs of disposal, if the asset was already of the age and in the condition expected at the end of its physical life.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
At the end of each reporting period management assesses whether the indicators of impairment of property, plant and equipment exists.
The carrying amounts of property, plant and equipment and all other non-financial assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable.
For the purpose of impairment testing the recoverable amount is measured by reference to the higher of value in use (being the net present value of expected future cashflows of a relevant cash generating unit) and fair value less costs to sell (the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties who are independent from each other less the costs of disposal).
Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount the Group would receive for the cash generating unit.
A cash generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the income statement so as to reduce the carrying amount in the statement of financial position to its recoverable amount.
A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment.
This reversal is recognised in profit or loss for the period and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in prior years.
1.13 Financial Instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All financial instruments are classified in accordance with the principles of IFRS 9 Financial Instruments.
1.13 a Financial assets
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at FVTOCI:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are subsequently measured at FVTPL.
Amortised cost and effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
Expected credit loss measurement
The consolidated entity 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.
1.13 b Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company entity are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at “Fair Value Through Profit or Loss” (“FVTPL”).
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is contingent consideration of an acquirer in a business combination to which IFRS 3 applies, or it is designated as at FVTPL.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not 1) contingent consideration of an acquirer in a business combination, 2) held-for-trading, or 3) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in the statement of comprehensive income.
1.14 Leases
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an administrative expense on a straight-line basis over the term of the lease.
1.15 Taxes
Current tax is calculated using rates and laws enacted or substantively enacted at the reporting date. Current tax is recognised in profit or loss unless it relates to an item of other comprehensive income or equity whereby it is recognised in other comprehensive income or equity respectively.
Deferred income tax is calculated using rates and laws enacted or substantively enacted at the reporting date that are expected to apply on reversal of the related temporary difference, and is determined in accordance with the expected manner of recovery of the related asset.
Deferred income tax is recognised in profit or loss unless it relates to an item of other comprehensive income or equity whereby it is recognised in other comprehensive income or equity respectively.
1.16 Share Based Payments
On occasion, the Company has made share-based payments to certain Directors and employees by way of issue of share options. The fair value of these payments is calculated by the Company using the binomial option valuation model and Monte Carlo simulation model.
The expense, where material, is recognised on a straight-line basis over the period from the date of award to the date of vesting, based on the Company’s best estimate of the number of shares that will eventually vest.
1.16 Investments
Shares in subsidiary undertakings are stated at cost less provision for impairment. Unlisted investments are measured at fair value through profit or loss.
1.17 Intercompany Financing arrangements
The amortised cost methodology is applied to the financing arrangement between the Company and subsidiary Crossword Consulting Limited. An assessment in undertaken to determine the market rate of interest for a similar loan given the credit rating of the subsidiary to apply discounting with the principal conceptually including a financing element.
1.18 Pension Obligations
The Group operates a defined contribution pension scheme for employees in the United Kingdom. A defined contribution scheme is a pension plan under which the Group pays fixed contributions into a separate entity.
Contributions payable to the Group’s pension scheme are charged to the income statement in the year to which they relate. The Group has no further payment obligations once the contributions have been paid.
In Poland, the Group pays the statutory employer’s contribution into the public pension scheme for each employee, but does not operate any pension schemes. In 2021, the Group implemented the Employee Capital Plans (PPK) programme which involved employee consultation and selection of a financial institution.
1.19 Cash and Cash Equivalents
Cash comprises cash-in-hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.
1.20 Accounting for Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
Government grants are recognised as income over the periods necessary to match them with the costs for which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in the income statement in the period in which they become receivable.
UK Government Furlough Funding is netted of against Gross Staff Costs in the period in which it is incurred, while all other grants recognised as income are presented within Other Operating Income.
1.21 Critical accounting estimates and judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The following are the key estimates that the directors have made in the process of applying the Group’s accounting policies and have the most significant effect on the amounts recognised in the financial information. There are no further critical accounting judgements.
Fair value of options granted to employee
The Group uses the Binomial model and Monte Carlo simulation model in determining the fair value of options granted to employees under the Group’s various share schemes. The determination of the fair value of options requires a number of assumptions. The alteration of these assumptions may impact charges to the income statement over the vesting period of the award. Details of the assumptions used are shown in note 4.
Convertible Loans
The Group has given consideration to the measurement and presentation of the convertible loans.
On legal execution of the loans the financial liability is initially measured at its fair value which is the face value of the loans. Immediately after recognition, at fair value, the financial liability is measured at amortised cost, using a reasonable estimate of the Group’s cost of capital. The difference between the fair value and the amortised cost is taken to the P&L account.
Impairment
An impairment assessment of the carrying value in the Company of the investment in subsidiaries is undertaken using an NPV model over the projected cash flows, with a discount rate based on the assessment of weighted average cost of capital.
Business combinations
The recognition of business combinations requires management to make estimates in order to determine fair value of consideration payable on acquisition as well as fair value of identifiable assets, particularly intangibles, and liabilities acquired. These estimates are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset.
Deferred tax
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. The company has taxable temporary differences that partly support the recognition of the losses as deferred tax assets based on the above. The company has determined that it cannot recognise deferred tax assets on all of the tax losses carried forward however, based on the likely characteristics, timing and level of future taxable profits, together with future tax planning strategies. Further details on taxes are disclosed in note 9.
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