REG - Acuity RM Group PLC - Final Results
Wed 09:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250625:nRSY3490Oa&default-theme=true
RNS Number : 3490O Acuity RM Group PLC 25 June 2025
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
25 June 2025
ACUITY RM GROUP PLC
("Group" or the "Company")
Final results for the year ended 31 December 2024
Acuity RM Group plc (AIM: ACRM) is pleased to announce its final results for
the year ended 31 December 2024.
Highlights
· In the year the Group achieved NRR (Net recurring revenue) of
105% and grew revenues £2.1M (2023 £1.4m) (2023 was an eight month period
following the acquisition of Acuity Risk Management Ltd)
· Acuity expanded its presence by winning new contracts with key
customers
· Acquisition of Rizikon is complete with its features now
incorporated in STREAMÒ, the cost has been recovered and first significant
new contract opportunities are being won
· New Chief Executive, David Rajakovich, was appointed in December
2024
· After the year end - several changes were made by the new Chief
Executive
o Sales refocused on cyber security market - a large fast growing sector
o New website - launched
o New product development on STREAMÒ has been finalized. It is ready for
June launch - offering significant advantages to both customers and Acuity
including new features and functions not available in competing products
o Partner programme is now focused on the most productive partners
o Overheads have been reduced by £0.4m pa, with further material savings
planned
o Forward contracted revenues £3.4m (£2.9m 2023) 17% growth
Angus Forrest, Chief Executive commented on the results:
"2024 was a year of consolidation for the Company. It grew orders from key
accounts, at the end of the year Acuity made a small acquisition which is
generating returns and has considerable growth potential. A new Chief
Executive, David Rajakovich, was appointed. In the first half of 2025 he has
made strategic changes, focusing the business on cybersecurity, bringing new
sales and distribution programmes and these have begun to deliver results.
There is a new focus on financial performance.
For further information:
Acuity RM Group plc 020 3582 0566
Angus Forrest, Chairman www.acuityrmgroup.com
David Rajakovich, Chief Executive
Zeus Capital (NOMAD & Joint Broker) www.zeuscapital.co.uk
Mike Coe / James Bavister 020 3829 5000
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey 020 7469 0936
Clear Capital Markets Limited (Joint Broker) 020 3869 6080
Bob Roberts
Chairman's Statement
I am pleased to present the results of Acuity RM Group plc ("Company" or
"Group") for the year ended 31 December 2024. Acuity RM's STREAMâ is a
leading Cyber GRC SaaS platform that provides CISOs (Chief Information
Security Officer) with instant, actionable intelligence in business-risk
terms, enterprise-wide.
2024 was a year of consolidation for the Group, having acquired total
ownership of Acuity Risk Management Limited ("Acuity RM") in 2023.
There were four notable developments:
· Sales - Revenues increased because of the organic growth of
business, in particular there was significant strengthening of the
relationships with our largest customers.
· Acquisition - in November 2024 a vendor management GRC product
Rizikon was acquired, bringing with it new customers and potential new
partners.
· Development - a new version of Acuity RM's software platform,
STREAMâ, was started, incorporating a range of new features sought by
customers such as AI, improving the user experience. In addition, it will give
major benefits to Acuity RM, such as easier and faster customer
implementations, and lower costs. The new product is now ready for new
customers, this includes a new vendor management hub which is the replacement
for Rizikon, with additional features for third party vendor management.
· Changes to the management team - with the appointment of David
Rajakovich as Chief Executive and Kate Buchan as Finance Director.
There is much to do but the market opportunity for management of cybersecurity
risk and GRC is large, and growing strongly because of an increased prevalence
of attacks and a greater awareness that the risks, not only financial but
other losses for example of assets and reputation, can be devastating for an
enterprise or organisation.
· 74% of large businesses, 70% of smaller businesses and 66% of
larger charities suffered cyber-attacks (source UK Government, "Official
Statistics, Cyber security breaches survey 2024")
· Cybersecurity failure is expensive, averaging $5m per breach and
may run into $1bn+ of business costs, and it takes an average of 200 days to
discover a cybersecurity breach (Sources "Cost of data Breach Report 2024",
IBM and "Equifax Data Breach Case Study", BreachSense). The business costs
identified in these reports relate to business interruption, post breach
customer support, remediation and regulatory fines.
A major reason that STREAMâ is attractive to users is that it continuously
monitors and measures to manage risks and ensure compliance and provides
reports and alarms in real time. See the Acuity RM website
https://www.acuityrm.com (https://www.acuityrm.com)
There is more detail about Acuity RM and its future plans in the Chief
Executive's report which follows this statement. Additional information on
the Group is available on the Company's website https://www.acuityrmgroup.co
(http://www.acuityrmgroup.com) m (http://www.acuityrmgroup.com)
Board and employment
I welcome David Rajakovich and Kate Buchan who both joined the Board in 2024.
Kate joined as Finance Director in June 2024 and David, having been appointed
a non-executive director in November 2024, became Chief Executive in December,
replacing Kerry Chambers. I would like to thank Kerry for her contribution and
wish her well for the future.
David's background is as Chief Executive of high growth software businesses.
At his last company, Skill Dynamics Ltd and its predecessor businesses,
revenues grew 18 fold over a nine year period. In the period since his
appointment David has made significant changes to the operations at Acuity RM
with the objective of accelerating growth in 2025, building the business and
improving the financial performance.
I want to thank our employees, customers, partners, and shareholders for their
contribution, continued support and confidence in our vision. Together, we are
building a company that is helping organisations around the world become more
secure and resilient in the face of evolving cyber threats.
Outlook
Acuity RM operates in a large, high growth global market with key customers in
the UK, Europe, USA and other territories. The opportunity for 2025 is to
accelerate the pace of growth by increasing the customer base. This will be
achieved both with the internal business development team and through closer
relationships with partners. We anticipate the developments in hand will
increase the number and value of contracts. This should be key to attaining
the financial objectives.
I look forward to reporting further progress over the coming months.
Angus Forrest
Chairman
Chief Executive's Statement
Looking Forward with Confidence
As we close another fiscal year, I am pleased to present our annual report
highlighting our strategic initiatives, achievements, and vision for the
future. I became Chief Executive midway through December 2024, and am
enthusiastic about the progress we have already made, and more importantly,
delivering results in 2025. When I was first approached about the opportunity
to lead this organisation, I was immediately drawn to its innovative approach
to solving critical security challenges and the tremendous potential for
growth in today's increasingly complex digital landscape.
In particular, I was attracted to Acuity RM because it has a strong background
in cybersecurity, with its award-winning software platform, STREAMâ, having
been developed over 20 years. STREAMâ can provide risk management in Cyber
GRC, Cyber Risk Quantification, Continuous Controls Monitoring, Cybersecurity
Continuous Compliance Automation. The STREAMâ solution delivers all these
capabilities on a single integrated software platform. It is highly
configurable and can meet complex organisational needs without additional
development. STREAMâ provides users with a custom set up exactly matching
their profile and systems.
2024 Financial Results
Revenue for the 12 months to December 2024 was £2.1m, the prior period was
£1.4m, however this was for an 8 month period from date of acquisition.
Comparing on a like for like basis, revenue in 2024 has moderately increased,
mainly due to upselling to current customers, evident through a net revenue
retention (NRR*) percentage of 105% (based on recurring revenue only).
Administrative costs in Acuity RM were slightly lower in the 12 months to
December 2024 when compared on a like for like basis with the prior period.
This is the result of a focus on cost control via a continuous assessment of
the cost base throughout 2024, ensuring that resources are used efficiently
and effectively.
The adjusted loss for the year was £1.2m (2023: £1.0m) before exceptional
costs of £141k which predominantly relate to organisational changes and the
P&L charge for share based payments of £27k. The reported loss for the
year was £1.3m (2023: £1.3m).
Forward contracted revenue, (deferred income per the balance sheet and forward
contracted revenue*) has continued to grow increasing 17% year-on-year to
£3.4m as at the year end (2023: £2.9m). This balance represents revenue that
will be released to the profit and loss statement over future periods.
Contract renewals for the year ran at 78%.
*NRR and forward contracted revenue are not IFRS measures.
Cash and debtors at the year end were £1.3m (2023: £1.4m) of which cash was
£0.6m (2023: £0.1m). Loans and borrowings at the year end were £0.2m (2023:
£0.3m).
Strategic Focus on Cyber Security Risk Management
In an era where cyber threats continue to evolve at an unprecedented pace, we
have made the strategic decision to focus exclusively on cyber security risk
management rather than attempting to address enterprise risk management as a
whole. This focused approach allows us to deliver specialised solutions that
address the challenges our clients face in identifying, assessing, and
mitigating cyber risks. By maintaining this focus, we can offer unparalleled
expertise and value in an area that continues to be mission-critical for
organisations across all sectors.
Product Innovation: The Next Generation
I am excited to announce that a completely rebuilt version of our flagship
product is now ready for new customers. This next-generation platform
represents a significant investment in our product capabilities and user
experience. Key improvements include:
· A revamped user interface with intuitive workflows based on
extensive user research
· Simplified integration capabilities with popular security and
business tools such as AI
· Enhanced dashboards and reporting features for greater visibility
and insights
These improvements directly support our strategic shift toward Product Led
Growth (PLG) by making onboarding seamless and intuitive. The new platform has
been designed to dramatically reduce time-to-value for new customers, allowing
them to experience the benefits of our solution faster and with minimal
friction.
Revitalised Go-To-Market Strategy
We have fundamentally transformed our go-to-market approach to better align
with market opportunities and customer needs:
· Direct sales efforts have been repositioned to focus primarily on
mid-market clients where we see the highest conversion rates and fastest
adoption
· The partner network has been rationalised and refocused on a
limited number of strategic partnerships to target blue-chip enterprise
clients, leveraging our partners' established relationships and implementation
capabilities
· Sales processes have been optimised to reduce cycle times and
improve conversion at every stage of the funnel
This revised approach is supported by a data-driven framework that enables us
to continuously measure effectiveness, identify bottlenecks, and refine our
tactics. Early results are promising, which bodes well for improved
performance, especially in the latter half of 2025.
Organisational Transformation
To support our new direction, we have made several key changes to our
organisational structure and leadership team. These changes were necessary to
better align our resources with our strategic priorities, improve operational
efficiency, and reduce costs. While organisational change is never easy, these
adjustments have created a more agile, focused team that is better positioned
to execute on our vision and deliver value to our customers and shareholders.
Strategic Acquisition: Rizikon
I am pleased to report that we have successfully completed the acquisition of
the Rizikon product, a complementary software GRC tool in the cyber risk
assessment space. Rizikon's features are being incorporated into STREAMâ.
This strategic acquisition provides an immediate opportunity to introduce
STREAMâ to Rizikon's established client base, creating significant
cross-selling and upselling potential. In addition, it has provided the
opportunity to enter into direct commercial negotiations with two significant
organisations as partners to distribute Acuity RM's STREAMâ product. These
potential new partners of Acuity RM, one of which is a major defence
contractor, have the capability to enable Acuity RM to grow new customer
numbers and revenues materially, over and above the Rizikon assets'
anticipated contribution to Acuity RM's overall future performance.
Looking Ahead
As we move forward, I am confident that our strategic focus, product
investments, and organisational improvements have positioned us for sustained
growth and market leadership. The demand for effective cyber security risk
management solutions continues to grow, and our targeted approach puts us in
an excellent position to capture significant market share in a largely
greenfield market.
David Rajakovich
Chief Executive
Group statement of comprehensive income
for the year ended 31 December 2024
Notes Year Year
ended 31 December 2024 ended 31 December 2023 (1)
£'000 £'000
Continuing operations
Revenue 1 2,132 1,366
Cost of sales (201) (112)
Gross profit 1,931 1,254
Administrative expenses 2 & 3 (3,007) (2,167)
Operating (loss) (1076) (913)
Finance Income 4 3 1
Finance Expense 4 (41) (20)
Loss on Investments 5 (43) (66)
Exceptional costs 6 (141) (282)
Share based payment expense 21 (27) (61)
Loss for the period before taxation (1,325) (1,341)
Taxation 8 58 -
Loss for the year from continuing operations (1,267) (1,341)
Other comprehensive income
Total comprehensive income for the year attributable to shareholders of the (1,267) (1,341)
parent company
Loss per share
Basic and diluted loss per share from total and continuing operations 9 (0.92)p (1.39)p
(1 ) For the year ended 31 December 2023, the revenue and expenses of the
subsidiary are included from acquisition date, 25 April 2023.
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Group statement of financial position
as at 31 December 2024
As at 31 December 2024 As at 31 December
Notes £'000 2023
£'000
Non-current Assets
Intangible assets 10 319 233
Tangible assets 10 9 8
Goodwill 11 5,154 5,154
Investments at fair value through profit or loss 12 207 244
5,689 5,639
Current assets
Trade and other receivables 14 672 1,255
Cash and cash equivalents 606 100
1,278 1,355
Total assets 6,967 6,994
LIABILITIES
Current liabilities
Trade & other payables 16 532 557
Deferred Income 17 1,362 1,016
Loans & borrowings 17 91 165
Total Current liabilities 1,985 1,738
Long term liabilities
Deferred Income 18 1,090 1,014
Loans & borrowings 18 92 154
Total long term liabilities 1,182 1,168
Total Liabilities 3,167 2,906
Net Assets 3,800 4,088
EQUITY
Share capital 19 2,796 2,767
Share premium 13,370 12,447
Share based payment reserve 21 139 112
Merger reserve 1,012 1,012
Retained earnings (13,517) (12,250)
Total Equity 3,800 4,088
The consolidated financial statements were approved by the Board of Directors
and authorised for issue on 24 June 2025.
Angus
Forrest
David Rajakovich
Chairman
Chief Executive
Company Number. 00298654
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Company statement of financial position
as at 31 December 2024
As at 31 December 2024 As at 31 December 2023
Notes £'000 £'000
Non-current assets
Investments at fair value through profit or loss 12 207 244
Investment in subsidiaries 13 4,210 4,210
4,417 4,454
Current assets
Trade and other receivables 14 22 16
Cash and cash equivalents 362 40
Inter group loan 15 604 392
988 448
Total assets 5,405 4,902
LIABILITIES
Current liabilities
Trade and other payables 16 99 104
Total liabilities 99 104
Net assets 5,306 4,798
EQUITY
Share capital 19 2,796 2,767
Share premium 13,370 12,447
Share based payment reserve 21 139 112
Merger reserve 1,012 1,012
Retained earnings (12,011) (11,540)
Total Equity 5,306 4,798
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Parent Company Statement of
Comprehensive Income. The loss for the Parent Company for the year was
£470,926 (31 December 2023: loss of £631,205).
The financial statements were approved by the Board of Directors and
authorised for issue on 24 June 2025.
Angus Forrest
David Rajakovich
Chairman
Chief Executive
Company Number 00298654
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Group statement of changes in equity
for the year ended 31 December 2024
Share Share Share based payment Reserve Merger Retained earnings Total
capital premium £'000 reserve £'000 equity
£'000 £'000 £'000 £'000
Balance at 1 January 2023 2,688 8,385 51 1,012 (10,909) 1,227
Loss for the year - - - - (1,341) (1,341)
Other comprehensive income - issue of share warrants. - - 61 - - 61
Total comprehensive expense for the year - - 61 - (1,341) (1,280)
Transactions with owners in own capacity
Ordinary Shares issued in the year 78 4,375 - - - 4,453
Issue Shares for adviser fees 1 130 - - - 131
Share Issue Costs - (443) - - - (443)
Transactions with owners in own capacity 79 4,062 - - 4,141
Balance at 31 December 2023 2,767 12,447 112 1,012 (12,250) 4,088
Balance at 1 January 2024 2,767 12,447 112 1,012 (12,250) 4,088
Loss for the year - - - - (1,267) (1,267)
Total comprehensive expense for the year - - - - (1,267) (1,267)
Transactions with owners in own capacity
Ordinary Shares issued in the year 29 971 - - - 1,000
Share Issue Costs - (48) - - - (48)
Issue of share options - - 27 - - 27
Transactions with owners in own capacity 29 923 27 - - 979
Balance at 31 December 2024 2,796 13,370 139 1,012 (13,517) 3,800
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Company statement of changes in equity
for the year ended 31 December 2024
Share Share Share based payment Reserve Merger Retained earnings Total
capital premium £'000 reserve £'000 equity
£'000 £'000 £'000 £'000
Balance at 1 January 2023 2,688 8,385 50 1,012 (10,909) 1,227
Loss for the year - - - - (631) (631)
Other comprehensive income - issue of share warrants. - - 61 - - 61
Total comprehensive income - - 61 - (631) (570)
Transactions with owners in own capacity
Ordinary Shares issued in the year 78 4375 - - - 4,453
Issue Shares for adviser fees 1 130 - - - 131
Share Issue Costs - (443) - - - (443)
Transactions with owners in own capacity 79 4,062 - - - 4,141
Balance at 31 December 2023 2,767 12,447 112 1,012 (11,540) 4,798
Balance at 1 January 2024 2,767 12,447 112 1,012 (11,540) 4,798
Loss for the year - - - - (471) (471)
Total comprehensive income - - - - (471) (471)
Transactions with owners in own capacity
Ordinary Shares issued in the year 29 971 - - - 1,000
Share issue costs - (48) - - - (48)
- - 27 - - 27
Transactions with owners in own capacity 29 923 27 - - 979
Balance at 31 December 2024 2,796 13,370 139 1,012 (12,011) 5,306
The accompanying accounting policies and notes form an integral part of these
financial statements.
Group statement of cash flows
for the year ended 31 December 2024
As at 31 December As at 31 December
2024 2023
£'000 £'000
Cash flows from operating activities
Loss before taxation (1,267) (1,341)
Adjustments for:
Depreciation & Amortisation 163 137
Fair value adjustment for listed investments 37 61
Share based payments 27 61
Decrease/(Increase) in trade and other receivables 582 (823)
Increase in trade and other payables 262 898
Net cash outflow from operating activities (196) (1,007)
Cash flows from investing activities
Purchase of tangible fixed assets (7) (3)
Purchase/development of Intangible fixed assets (243) -
Purchase of investments in subsidiaries, net of cash acquired - (500)
Cash acquired on acquisition - 331
Net Cash flows used in investing activities (250) (172)
Cash flows from financing activities
Cash raised through issue of shares (net of transaction costs) 952 1,057
Net cash flow from financing activity 952 1,057
Net increase/(decrease) in cash and cash equivalents 506 (122)
Cash and cash equivalents at the beginning of the period 100 222
Cash and cash equivalents at end of the year 606 100
During the year ended 31.12.2024 there were no material non-cash transactions.
During the year ended 31.12.2023 there were the following material non-cash
transactions:
- On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares
to the shareholders of Acuity RM as part of the consideration for the
acquisition.
- On 25 April 2023 and 9 October 2023, the Company issued in total
1,642,539 ordinary 0.1p shares to the advisers as part payment for fees.
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Company statement of cash flows
for the year ended 31 December 2024
As at 31 December 2024 As at 31 December 2023
£'000 £'000
Cash flows from operating activities
Loss before taxation (471) (631)
Adjustments for:
Fair value adjustment for listed investments 37 61
Share based payments 27 61
(Increase) in trade and other receivables (218) (286)
(Decrease)/increase in trade and other payables (5) 56
Net cash used in operating activities (630) (739)
Cashflows from investing activities
Purchase of investment in subsidiaries - (500)
Net Cash flows from investing activity - (500)
Cash flows from financing activities
Cash raised through issue of shares (net of transaction costs) 952 1,057
Net cash flow from financing activity 952 1,057
Net increase/(decrease) in cash and cash equivalents 322 (182)
Cash and cash equivalents at beginning of financial year 40 222
Cash and cash equivalents at end of financial year 362 40
During the year ended 31.12.2024 there were no material non-cash transactions.
During the year ended 31.12.2023 there were the following material non-cash
transactions:
- On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares
to the shareholders of Acuity RM as part of the consideration for the
acquisition.
- On 25 April 2023 and 9 October 2023, the Company issued in total
1,642,539 ordinary 0.1p shares to the advisers as part payment for fees.
The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.
Notes to the Financial Statements
for the year ended 31 December 2024
1. Revenue and segmental analysis
The following is an analysis of the Group's revenue for the year from
continuing operations:
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Fees and Income from investee companies
- 15
Provision of software licences and Services consisting of: 2,132 1,351
Revenue from subscriptions 1,804 1,114
Revenue from services 328 237
The geographical analysis of revenue is as follows:
United Kingdom 1,335 832
Europe 421 220
USA 190 165
South Africa 61 52
Canada 64 37
Rest of World 61 45
2,132 1,351
2. Administrative expenses
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Expenses by nature
Staff and related costs 1,969 1,286
Professional fees 220 207
Office related costs 131 104
Depreciation 6 5
Amortisation 157 133
Software services 225 88
Other expenses 299 344
Total 3,007 2,167
3. Staff Costs
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Staff costs - including directors
Wages and salaries 1,658 1,092
National insurance 193 127
Other pension costs 69 40
Other staff related costs 49 27
1,969 1,286
Year ended 31 December 2024 Year ended 31 December 2023
No. of employees No. of employees
The average number of employees (including Directors) of the Group was: 26 23
4. Finance Costs
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Finance Costs
Interest on bank deposits (3) (1)
Bank Interest payable 2 8
Other interest payable & Exchange rate variance 39 12
38 19
5. Gain/Loss on remeasurement of financial assets and liabilities
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Loss on remeasurement of CBILS Loan 6 5
Loss on revaluation of investment in KCR Residential REIT plc 37 61
43 66
6. Exceptional costs
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Legal fees 18 149
Other 123 133
141 282
The exceptional costs predominantly relate to the cost of terminating Kerry
Chambers contract. These costs include legal fees, a termination payment and
notice period.
7. Auditor's remuneration
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Auditor's remuneration 61 57
Transaction services in respect of the re-admission to AIM - 100
61 157
8. Corporation tax
There is a tax credit for the current year related to R&D reclaims. The
tax assessed for the year is explained as follows:
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Loss on ordinary activities before taxation (1,266) (1,341)
Loss on ordinary activities multiplied by standard rate of UK corporation tax (317) (315)
of 25% (2023: 23.5%)
Effect of:
Disallowable items 57 62
Addition of tax losses arising 260 253
R&D reclaim(1) (58) -
Total tax (credit) (58) -
The Group has unrecognised deferred tax assets of £2,017,000 (2023:
£1,757,000) as a result of losses in the current year and prior periods
carried forward of £10,030,000 (2023: £8,990,000).
(1) The R&D reclaim covers the periods from 1 April 2022 to 31 March 23
and 1 April 2023 to 31 December 2023 where the cash was received in 2024.
9. Earnings per ordinary share
The calculation of basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.
Year ended 31 December 2024 Year ended 31 December 2023
Loss attributable to equity shareholders (£'000) (1,267) (1,341)
Weighted number of ordinary shares in issue 137,013,405 96,242,220
Loss per ordinary share (0.92)p (1.39)p
Diluted earnings per share is taken as equal to basic earnings per share, as
the Group's average share price during the period is lower than the exercise
price of the share options and warrants and therefore the effect of including
the share options and warrants is anti-dilutive.
10. Tangible and intangible assets - Group
Group Group Group Group
Tangible Assets Software development Customer contracts Group Total Intangible
£'000 £'000 £'000 Website £'000
£'000
Cost or valuation
B/F 1 January 2024 33 670 227 37 934
Additions 7 243 243
Disposal (227) (37) (264)
C/F 31 December 2024 40 913 - - 913
Accumulated depreciation
B/F 1 January 2024 25 437 227 37 701
Additions 6 157 157
Disposal (227) (37) (264)
C/F 31 December 2024 31 594 594
Net Book Value 31 December 2024 9 319 - - 319
Cost or valuation
At date of acquisition 25 April 2023 30 670 227 37 934
Additions 3 - - - 0
C/F 31 December 2023 33 670 227 37 934
Accumulated depreciation
At date of acquisition 25 April 2023 20 331 208 29 568
Charge for year 5 106 19 8 133
C/F 31 December 2023 25 437 227 37 701
Net Book Value 31 December 2023 8 233 - - 233
Note: In 2024 we commenced the redevelopment of STREAMâ. As at 31 December
2024, the capital commitment for the redevelopment was £147,517.
11. Goodwill
Group Group
31 December 2024 31 December 2023
£'000 £'000
Goodwill arising on the acquisition of Acuity RM on 25 April 2023 5,154 5,154
The goodwill arises on the acquisition of Acuity RM in April 2023. The
goodwill has been tested for impairment using a discounted cashflow forecast
model. The model is for 5 years and uses a number of scenarios for growth
rates on new sales and upsell. The growth rate used in costs varies depending
on the type of cost, with the biggest growth being employment costs as these
are the most significant. The pre-tax weighted average cost of capital used in
the model was 7.92% and range of values were used to test the model. No
impairment was deemed necessary at the reporting date.
12. Investments held at Fair Value through Profit and Loss
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Cost of investments
B/F cost 1,705 2,330 1,705 2,330
Additions - - - -
Transfer to investment in subsidiaries (1) - (625) - (625)
C/F cost 1,705 1,705 1,705 1,705
Fair Value Movement
B/F fair value (1,461) (1,400) (1,461) (1,400)
Fair Value adjustment (37) (61) (37) (61)
C/F Fair Value movement (1,498) (1,461) (1,498) (1,461)
Fair Value of Investments 207 244 207 244
(1) Acuity RM Group plc previously held a 25% stake in Acuity RM. On 25 April
2023 it acquired 100% of the ordinary share capital of Acuity RM. The
investment in Acuity RM has been transferred to an investment in subsidiary.
See note 13.
The Company acquired its legacy investment in KCR Residential REIT plc at a
price of £0.70 per share in 2018. KCR is an AIM quoted real estate investment
trust focused on the residential property market. The investment was classed
as fair value through profit and loss in accordance with IFRS 9. The share
price at 31 December 2024 was £0.085 per share so the investment was valued
downwards at the year end by £36,536 in accordance with IFRS 13. The closing
value at 31 December 2024 was £207,035. (31 December 2023: £243,571).
Fair value hierarchy
As KCR Residential REIT plc is an AIM quoted company, it is measured under
level 1 of the fair value hierarchy in accordance with IFRS 13:
- Level 1: quoted prices in an active market for identical assets or
liabilities. The fair value of financial instruments traded in active markets
is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available and
those prices represent actual and regularly occurring market transactions on
an arm's-length basis. The quoted market price used for financial assets held
by the Group is the closing price on the last day of the financial year of the
Group. These instruments are included in level 1 and comprise FTSE and
AIM-quoted investments classified as held at fair value through profit or
loss.
All assets held at fair value through profit or loss were designated as such
upon initial recognition.
13. Investment in subsidiary
At 31 December 2024 the Company held 100% of the ordinary share capital of the
following company:
Company Company
31 December 2024 31 December 2023
£'000 £'000
B/F Investment in Acuity RM(1) 4,210 625
Acquisition of remaining 75% stake in Acuity RM (2) - 3,585
C/F investment in Acuity RM 4,210 4,210
(1) Prior to the acquisition of Acuity RM, the Company held a £625,000
investment in Acuity RM.
( )
(2) On the 25 April 2023 the Company completed the successful acquisition of
Acuity RM and now holds 100% of the share capital.
14. Trade and Other Receivables
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Trade receivables 495 1,093 6 -
Prepayments and accrued income 146 150 3 16
Other receivables 31 12 13 -
672 1,255 22 16
15. Inter-Group Receivable
Company Company
31 December 2024 31 December 2023
£'000 £'000
Inter-group loan - Acuity RM (1) 604 392
1 The inter-group loan is repayable on demand and interest free.
16. Trade and other payables
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Trade payables 141 115 35 52
Employment taxes and VAT 104 250 2 14
Accruals 277 182 51 38
Other payables 10 10 11 -
532 557 99 104
17. Other current liabilities
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Deferred income(1) 1,362 1,016 - -
Bank loans (2) 68 68 - -
Other loans(3) 23 97 - -
1,453 1,181 - -
(1) Acuity RM recognises revenue from annual software subscription and support
licences over the term of the contract on a straight line basis. Deferred
income is the difference between the cash paid upfront by the customer and the
revenue recognised to date.
(2) The bank loan is a Coronavirus Business Interruption loan, (CBIL), that
was taken out in July 2021. The loan is repayable over 6 years and is secured
by a debenture. Under the terms of the CBILS no interest was payable for the
first 12 months, therefore the CBIL has been fair valued through profit and
loss. The fair value adjustment is disclosed in note 5.
(3) The other loan was a short term loan taken out in 2024 and fully repaid in
January 2025.
18. Other non-current liabilities
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Deferred income(1) 1,090 1,014 - -
Bank loans (2) 92 154 - -
1,182 1,168 - -
(1) As per note 17
(2) As per note 17
19. Share capital
Allotted, called up and fully paid
Number of ordinary shares of 0.1p each Year ended 31 December 2024 Year ended 31 December 2023
B/F 121,556,731 419,822,048
Consolidation and subdivision (1) - (377,839,648)
Shares issued during the year 28,571,428 79,574,331
C/f 150,128,159 121,556,731
(1) On 24 April 2023 a resolution was approved by shareholders in a general
meeting whereby the ordinary shares were subject to a consolidation and
subdivision effectively reducing the number of shares and share options by a
factor of 10. At the same time the number of deferred shares increased by
377,839,648.
Year ended 31 December 2024 Year ended 31 December 2023
£'000 £'000
Allotted, called up and fully paid
150,128,159 (2023: 121,556,731) ordinary shares of 0.1p each 150 121
2,645,954,765 (2023: 2,645,954,765) deferred shares of 0.1p each 2,646 2,646
2,796 2,767
20. Deferred shares
On 24 April 2023 at the General Meeting of the Ordinary Shareholders a
resolution to consolidate and subdivide the ordinary shares was approved. The
effect of this was to reduce the number of ordinary shares in issue on the
basis of 1 for 10 but the underlying assets remain at the same value so assets
per share increased tenfold; and to create additional deferred shares which
are effectively valueless.
The other rights of the deferred shares are:
• no right to any dividend;
• the right to receive notice of any general meeting and
to attend such meeting but no right to vote thereat.
21. Share options and warrants
The group operates two share option schemes. A new EMI approved share option
scheme set up in 2024 and an unapproved scheme set up prior to 2024. The
details of the share options issued and outstanding for each scheme is set out
in the notes below.
EMI Approved Share Option Scheme
During 2024 a new EMI approved share option scheme was set up and awards made
to senior employees. On 26 June 2024 7,131,088 were issued exercisable at
3.75p of which 2,251,922 were issued to Kerry Chambers and lapsed when she
left the company. Save for 1,501,282 options granted to Angus Forrest, the
options are exercisable in whole or in part at any time for five years from
date of grant conditional on the market price (under the rules of the EMI
Scheme) of the Company's shares reaching double the exercise price for a
period of at least five consecutive trading days. 1,501,282 of the options
granted to Angus Forrest have been awarded as a reward for initiating,
delivering and successfully integrating the acquisition of Acuity Risk
Management Limited. These bonus options are not subject to any performance
criteria and are exercisable between the first and tenth anniversaries of the
date of grant.
The Group has used a Monte Carlo model to calculate the fair value of the
share options due to the performance criteria conditions for vesting. The
assumptions applied to Monte Carlo model for share options issued and the
resultant fair value per option are detailed in the table below for options.
Volatility was calculated using historical share price information for the 12
months prior to the date of grant. The charge calculated up to 31 December
2024 is £27,298 (2023: nil).
Valuation of Share Options - where vesting linked to a performance Approved share options 2024 grant
condition(1)
Date of grant 26 June 2024
Time to maturity 4.5 years
Volatility of share price 43%
Dividend yield 0%
Risk free interest rate 4.19%
Share price at date of valuation 2.05p
Exercise price 3.75p
Fair value per option 1.51p
(1) The share price must reach double the exercise price (7.5p) for at least
five consecutive trading days. This impacts 3,377,884 of the share options
issued.
Valuation of Share Options - where vesting is not linked to a performance Approved share options 2024 grant
condition(2)
Date of grant 26 June 2024
Time to maturity 9.5 years
Volatility of share price 43%
Dividend yield 0%
Risk free interest rate 4.19%
Share price at date of valuation 2.05p
Exercise price 3.75p
Fair value per option 1.37p
(2) The options can be exercised from the vesting date until the expiry date.
This impacts 1,501,282 of the share options issued.
Unapproved Share options scheme
Awards under the scheme were made periodically to employees. The share options
in this scheme vest three years after the date of grant and have an exercise
period of seven years. The options may only be exercised by option holders
while they are still employees of the Group. If death in service occurs the
options can be exercised (to the extent that they have vested) by the option
holder's personal representatives within 12 months from the date of death. If
an option holder ceases to be employed and the Directors deem the option
holder to be a 'Good Leaver' the options can be exercised (to the extent that
they have vested) within six months from the date of cessation of employment.
A reconciliation of share option movements over the year ended 31 December
2024 is shown below:
Year ended 31 December 2024 Year ended 31 December 2023
Number of outstanding share options B/F 1,500,000 1,500,000
Number of options lapsed during the year 600,000 -
Number of outstanding share options C/F 900,000 1,500,000
At 31 December 2024 outstanding options granted over ordinary shares were as
follows;
Share option scheme Exercise price Number Date granted Dates Exercisable
Company unapproved 6.5p 500,000 15 July 2020 15 July 2023 to 14 July 2030
Company unapproved 5.5p 400,000 25 Nov 2020 25 Nov 2023 to 24 Nov 2030
The weighted average exercise price for the Group's options under the
unapproved are as follows:
Options outstanding at 31 December 2024: 6.06p
Options exercisable at 31 December 2024: 900,000
The weighted average remaining contractual life of the share options under the
unapproved scheme outstanding at the end of the year is 5 years (2023: 6
years).
The Group has used the Black-Scholes formula to calculate the fair value of
outstanding share options. The assumptions applied to the Black-Scholes
formula for share options issued and the fair value per option are detailed in
the table below for options issued. The charge calculated up to 31 December
2024 is £nil (2023: nil). Volatility was calculated using historical share
price information for the six months prior to the date of grant.
Unapproved share options 2020 grant
Date of grant 15 July 2020
Expected life of options based on options exercised to date 3 years
Volatility of share price 87%
Dividend yield 0%
Risk free interest rate 0.01%
Share price at date of grant - adjusted for share reorganisation April 2023 6.5p
Exercise price - adjusted for share reorganisation April 2023 6.5p
Fair value per option - adjusted for share reorganisation April 2023 4.6p
Date of grant 25 Nov 2020
Expected life of options based on options exercised to date 3 years
Volatility of share price 96%
Dividend yield 0%
Risk free interest rate 0.01%
Share price at date of grant - adjusted for share reorganisation April 2023 4.8p
Exercise price - adjusted for share reorganisation April 2023 5.5p
Fair value per option - adjusted for share reorganisation April 2023 3.5p
Warrants
On 25 April 2023, in connection with the acquisition of Acuity RM, the Company
issued certain advisers with warrants to subscribe for the number of shares
shown below at a price of 4.5 pence per share. The first date of exercise to
be 25 April 2024 and the warrants expire on 24 April 2026.
Share Warrant Holders Exercise price Number Date granted Dates Exercisable
Clear Capital Markets Ltd 4.5p 1,674,465 25 April 2023 25 April 2024 - 24 April 2026
Peterhouse Capital Ltd 4.5p 475,534 25 April 2023 25 April 2024 - 24 April 2026
Warrants exercisable at 31 December 2024: 2,149,999
The Group has used the Black-Scholes formula to calculate the fair value of
outstanding share options. The assumptions applied to the Black-Scholes
formula for share warrants issued and the fair value per warrant are detailed
in the table below for warrants issued. The charge calculated up to 31
December 2024 is nil (2023: £61,000).
Date of grant 25 April 2023
Expected life of the Warrants 3 years
Volatility of share price 60.2%
Dividend yield 0%
Risk free interest rate 3.67%
Share price at 31 December 2023 6.0p
Exercise price 4.5p
Fair value per warrant 3.1p
22. Pensions
The Group operates a defined contribution pension scheme for all qualifying
employees. The assets of the scheme are held separately from those of the
Group in an independently administered fund. Employer contributions for the
year were £69,429, of which £10,210was payable at 31 December 2024
Contributions payable to the 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.
23. Transactions with related parties
Group and Company
The key management personnel of the Company are considered to be the
Directors.
Acuity Risk Management Limited, a 100% owned subsidiary, was charged £60,000
for management fees for the period ended 31 December 2024 (12 months ended
December 2023: £60,000), of which £6,000 was payable at 31 December 2024.
24. Financial instruments and risk
profile
The Group's and Company's financial instruments comprises investment, cash
balances, debtors and creditors that arise directly from its operations and
derivative instruments. The Group and Company are exposed to risk through the
use of financial instruments and specifically to liquidity and market price
risk and foreign exchange rate risks, which result from the Group's operating
activities.
The Board's policy for managing these risks is summarised below.
Liquidity and market price risks
The Group currently has an investment in KCR Residential REIT plc. Although
this is a traded investment it has limited liquidity. The Group and Company
are exposed to market price risk as shown by movements in the value of its
equity investment. Any such risk is regularly monitored by the Directors.
Foreign exchange rate risks
Acuity RM trades overseas and invoices in the local currency in territories
with currencies traded in major markets, but in less developed areas it
invoices in £ Sterling or other major currency as agreed with the customer.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders, benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The Group monitors capital on
the basis of the carrying amount of equity, less cash and cash equivalents as
presented on the face of the Statement of financial position. The movement in
the capital to overall financing ratio is shown below:
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Equity 3,800 4,088 5,305 4,798
Less: cash and cash equivalents (606) (100) (362) (40)
Capital 3,194 3,988 4,944 4,758
Equity 3,800 4,088 5,305 4,798
Borrowings 183 319 - -
Overall financing 3,983 4,407 5,305 4,798
Capital to overall financing 80.2% 90.5% 93.2% 99.2%
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Credit risk
The Group's exposure to credit risk is limited to the carrying amount of
financial assets recognised at the balance sheet date.
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Trade and other receivables 672 1,255 22 16
Cash and cash equivalents 606 100 362 40
Inter group loan - - 603 392
1,278 1,355 987 448
The Directors consider that all the above financial assets are of reasonable
quality. No amounts shown above are considered to be past their due date.
Summary of financial assets and liabilities by category
The carrying amount of financial assets and liabilities as recognised at the
balance sheet date of the reporting periods under review may also
be categorised as below:
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Current assets
Trade and other receivables 672 1,255 22 16
Cash and cash equivalents 606 100 362 40
Inter group loan - - 603 392
Financial assets at amortised cost 1,278 1,355 987 448
Financial assets at FVTPL 207 244 207 244
Current liabilities
Trade and other payables 532 557 99 104
Deferred income 1,362 1,016 - -
Loans - 68 - -
Financial liabilities carried at amortised cost 1,894 1,641 99 104
Financial liabilities carried at FVTPL 68 97 - -
Non current liabilities
Deferred Income 1,091 1,014 - -
Financial liabilities carried at amortised cost 1,091 1,014 - -
Financial liabilities carried at FVTPL 92 154 - -
The financial instruments held at fair value through profit or loss have been
valued in accordance with IFRS 13. In the current year, these are determined
by reference to quoted prices where there is an active market for identical
assets or liabilities. Otherwise, the fair value is determined by using
valuation techniques such as earnings multiples. There is no material
difference between the carrying value and fair value of the Group's aggregate
financial assets and liabilities.
Interest rate risk profile of financial liabilities
Group Group Company Company
31 December 2024 31 December 2023 31 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Floating rate financial liabilities - - - -
Fixed rate financial liabilities 183 319 - -
Financial liabilities on which no interest is paid 2,984 2,587 99 104
3,167 2,906 99 104
25. Subsidiary undertakings
At 31 December 2024 the Group held 100% of the equity of the following:
Company name Country of registration Principal activity Holding Class of shares
Acuity Risk Management Limited England Software development 100% Ordinary
The registered address of the Acuity Risk Management Limited is the same as
that of the parent company, see note 26.
Previously the Group held 100% share capital of World Life Sciences Limited.
It was a company with no assets as at 31 December 2023 and was dissolved in
March 2024. The registered address of World Life Sciences Limited was Burnham
Yard, London End, Beaconsfield, HP9 2JH.
26. Company information
The Company is a Public Limited Company registered in England and Wales. The
registered office is 2(nd) Floor, 80 Cheapside, London EC2V 6EE.
27. Ultimate controlling party
The Directors believe that there is no overall controlling party of the
Company.
28. Events after the reporting date
On 19(th) May 2025, the Company completed a fundraise via a placing and
subscription and raised gross proceeds of £411,071 by the issue of 41,107,143
shares at 1p per share. The directors and the largest shareholder Simon
Marvell announced their intention to subscribe for 10,500,000 shares at 1p per
share to raise a further £105,000, to be effected once this report and
accounts has been published. The placing included a broker option and on
21(st) May 2025 it was announced that this had raised a further £10,000
through the issue of 1,000,000 shares. For every one shares purchased under
the fundraise one warrant will be issued, entitling the holder to subscribe
for one share at a price of 1.5p per share exercisable for a period of 12
months.
Additionally on 19 May 2025 the Company announced that it was issuing 344,827
shares at a price of 1.45 pence per share to settle £5,000 of deferred
consideration for the purchase of a loan note, in accordance with the terms of
the purchase, and that it was issuing 1,121,454 shares at a price of 1.45
pence per share to settle £16,261 of a supplier invoice, in accordance with
the terms agreed with that supplier at the outset of that supplier being
engaged.
Share options were issued to David Rajakovich on 6 February 2025 - see page
17 for further details.
29. Contingent Liabilities
There are no contingent liabilities to be disclosed.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR PKPBKFBKKBABRecent news on Acuity RM
See all newsREG-Acuity RM Group Plc: Holding(s) in Company
AnnouncementREG - Acuity RM Group PLC - Final Results
AnnouncementREG-Acuity RM Group Plc: Holding(s) in Company
AnnouncementREG-Acuity RM Group Plc: Statement re Business and Directorate
AnnouncementREG - AIM - AIM Notice - 23/05/2025
Announcement