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RNS Number : 3823C Arcontech Group PLC 02 September 2024
ARCONTECH GROUP PLC
("Arcontech", the "Company" or the "Group")
Final Results for the year ended 30 June 2024
Arcontech (AIM: ARC), the provider of products and services for real-time
financial market data processing and trading, is pleased to announce its final
audited results for the year ended 30 June 2024.
Financial Highlights:
· Turnover was £2,910,232 (2023 £2,730,172)
· Profit before taxation was £1,098,959 (2023 £985,696) up by
£113,263
· Recurring revenues represented 99% of total revenues for the
period (2023: 100%)
· Net cash of £7,160,177 (2023 £6,411,241), an increase of 11.7%
· Final dividend increased 7.1% to 3.75 pence per share (2023: 3.50
pence per share)
Operational Highlights:
· Overall engagement with the market much stronger than the
previous two years
· Sales team has been increased to identify growth opportunities
with existing clients
· Several PoC (Proof of Concept) with prospective clients have been
started
· Working with clients on additional planned developments to round
out offering
Commenting on the results, Geoff Wicks, Chairman and Non-Executive Director of
Arcontech said:
"We are optimistic that revenue growth will continue and our strategy will be
to concentrate on our core market and build out our geographic presence. We
will continue to improve our products to enable us to compete in more areas of
the market. We have a stable customer base and maintaining this will be key to
leveraging our recurring revenue to build higher levels of growth".
Enquiries:
Arcontech Group plc 020 7256 2300
Geoff Wicks, Chairman and Non-Executive Director
Matthew Jeffs, Chief Executive
Cavendish Capital Markets Ltd (Nomad & Broker) 020 7220 0500
Carl Holmes/Rory Sale - Corporate Finance
Harriet Ward - ECM
To access more information on the Group please visit: www.arcontech.com
(http://www.arcontech.com)
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the company's obligations under Article 17 of
MAR.
Chairman's Statement
In the year to 30 June 2024 Arcontech started to benefit from its strong sales
pipeline and the Company experienced revenue growth for the first time in
three years. The last four years have been challenging but the Company has
maintained its market position with much of its excellent customer base intact
and although lead times remain long, as is often the case with large
organisations with complex requirements, new customers are coming on board and
there is growth at existing customers.
We remain well placed competitively as a cost-effective provider and customers
and potential customers are moving forward on projects that have been under
discussion for some time. Product development has put us in a more competitive
position and recent additions to our sales and support operation are helping
us to broaden our base.
Turnover was £2,910,232 (2023: £2,730,172) up 6.6% on last year. A large new
customer at the start of the year replaced a previously reported customer
cancellation and other new sales through the year have driven this
improvement, Profit before taxation (PBT) was £1,098,959 (2023: £985,696) up
11.5% on last year as a result of revenue growth flowing through to the
bottom line with planned costs being delayed. Statutory earnings per share
for the year to 30 June 2024 were 7.98p (2023: 7.33p).
Nearly all our revenue is recurring and, as has been reported before, many of
our larger customers are on longer term contracts. So while lead times remain
long, with a growing sales pipeline we are confident that we will be able to
continue to grow our customer base. PBT in the year to end June 2024 benefited
from planned growth in our sales and support team coming later in the year
than expected so the planned costs were lower. Staff costs will therefore be
at a higher level for the whole of the current year. As the current level of
opportunity is continuing we will keep the need to increase the size of the
team under review.
Financing
Cash balances were £7,160,177 (2023: £6,411,241) at the year end, an
increase of 11.7%. This strong balance sheet allows the Company to continue to
invest in organic growth. There is also potential to invest in building a
revenue streams in an adjacent financial market while continuing to look at
potential acquisitions in our core market.
Dividend
I am pleased to announce that subject to approval at the Annual General
Meeting we intend to pay a dividend of 3.75p per share for the year ended 30
June 2024 (2023: 3.5 pence) an increase of 7.1%, to those shareholders on the
register as at the close of business on 4 October 2024 with a dividend payment
date of 1 November 2024.
Outlook
We are optimistic that growth will continue. Our strategy is to concentrate on
our core market and to build our geographic presence`. We will continue to
improve products to enable us to compete in more areas of the market. We have
a stable customer base and maintaining this will be key to leveraging our
recurring revenue to build higher levels of growth.
Geoff Wicks
Chairman and Non-Executive Director
Chief Executive's Review
The 2023/24 financial year saw us return to revenue growth of 6.6% as the
market continues to normalise and the relationships we have built over the
years bear fruit. Whilst more than 90% of our revenues were on a recurring
basis a proportion was on a flexible basis allowing certain customers to
adjust usage with business demands.
After the recent inflationary period our clients and prospects are also
showing greater motivation to gain control of increasing market-data costs
which for many are now at a level that renders the risk and discomfort of
changing their market-data platform a secondary consideration to reducing
cost.
During the year we have worked to meet the needs of our larger global clients.
As would be expected with the critical nature of our software, the need to
integrate with existing systems and work with client developers whilst
conducting extensive testing takes time and we should benefit from this work
in the coming year.
The year has also seen us engage with several prospective clients and embark
on proof of concept (PoC) exercises with them. Each new engagement brings new
requirement requests which invariably round out our product offerings to
create new opportunities at existing clients and other prospects alike. The
projects being worked on are situated across the globe and consist local and
global organisations.
For our existing clients we have seen interest in reducing overall market-data
costs by exploring the replacement of the major providers with our solutions.
Our clients appear to have broadened the number of vendors across which cost
reductions are being sought which plays to our strengths and flexibility in
being able to manage data from multiple vendors and sources including clients'
internal data.
We now also have dedicated sales resources to oversee our support function
whilst increasing our business with existing clients by encouraging greater
engagement though our support relationships. At the same time our relationship
with the Asia based consultancy has facilitated engagement with several new
opportunities.
All our integration and customisation work is very ably supported by our
in-house development team. As a result of our increasing engagements, our
short term development pipeline envisages Arcontech having the ability to
offer a complete market-data platform in the coming months. This will enable
us to effect the wholesale replacement of other more expensive software
platforms rather than at present where we are able to replace a number of core
components with one or two remaining. Already a factor in some PoC exercises
we anticipate the completion of this development to make our solution a more
compelling option.
During the year we have also continued to look for and had discussions with
prospective acquisitions, with growth potential and fit being the primary
considerations. Whilst those discussions did not progress, we continue to seek
the right opportunity.
Our staff are a key asset to the Company and have continued to provide
exemplary service and support to our clients. I would like to express my
thanks for their continued commitment.
With our increased engagement and the encouraging signs from existing clients
and prospects alike, we feel optimistic for the year ahead and beyond.
Matthew Jeffs
Chief Executive
Strategic Report
The Directors present the group strategic report for Arcontech Group plc and
its subsidiaries for the year ended 30 June 2024.
Principal activities
The principal activities of the Company and its subsidiaries during the year
were the development and sale of proprietary software and provision of
computer consultancy services.
Review of the business and prospects
A full review of the operations, financial position and prospects of the Group
is given in the Chairman's Statement and Chief Executive's Review on pages 2
to 3.
Key performance indicators (KPIs)
The Directors monitor the business using management reports and information,
reviewed and discussed at monthly Board meetings. Financial and non-financial
KPIs used in this report include:
Financial KPIs:
Revenue £2,910,232 (2023: £2,730,172; 2022:
£2,757,795) Measurement:
Revenue from sales made to all customers (excluding intra-group sales which
eliminate on consolidation)
Performance:
Increase from 2023 with the win of a new customer and an increase in flexible
licences from certain customers.
Adjusted EBITDA £1,030,898 (2023: £1,044,522; 2022: £1,019,478)
Measurement:
EBITDA before the release of accruals for administrative costs in respect of
prior years, and share-based payments. This is an alternative, non-IFRS
performance measure, that is considered relevant as it provides a more
accurate reflection of trading performance than EBITDA. The adjusted EBITDA is
EBITDA less the amount of accruals for administrative costs released as
disclosed in the footnote to the Income Statement and share-based payments.
The accruals release for 2023 includes a release of £110,000 which is
disclosed separately in the Group Statement of Income.
Performance:
Adjusted EBITDA is flat year-on-year, reflective of both an increase in
revenue and staff costs
Adjusted profit £1,043,054 (2023: £861,716; 2022: £601,566)
Measurement:
Profit after tax and before release of accruals for administrative costs in
respect of prior years. This is an alternative, non-IFRS performance measure,
that is considered relevant as it provides a more accurate reflection of
trading performance than net profit after tax. The adjusted profit is Net
profit after tax less the amount of accruals for administrative costs released
as disclosed in the footnote to the Income Statement. The accruals release for
2023 includes a release of £110,000 which is disclosed separately in the
Group Statement of Income.
Performance:
Revenue and interest income increased, partially offset by an increase in
staff costs
Strategic Report (continued)
Cash £7,160,177 (2023: £6,411,241; 2022:
£6,026,468) Measurement:
Cash and cash equivalents held at the end of the year
Performance:
The
Group continues to maintain healthy cash balances
subject to any exceptional circumstances or acquisition
opportunities
Earnings per share (basic) 7.98p (2023: 7.33; 2022: 4.57p)
Measurement:
Earnings after tax divided by the weighted average number of shares
Performance:
Increase due to higher interest income
Earnings per share (diluted) 7.96p (2023: 7.32p; 2022:
4.56p) Measurement:
Earnings after tax divided by the fully diluted number of shares
Performance:
Increase due to higher interest income
Non-financial KPIs:
Staff retention rate (net) 94% (2023: 94%; 2022:
87%) Measurement:
Net retention after adjusting for joiners and leavers during the year
Performance:
Staff morale from our dedicated employees remains strong, reflected in the
stable retention rate
ESG
Arcontech Group plc qualified as a low energy user in the year ending 30 June
2024 and accordingly is not required to disclose energy consumption and
Greenhouse Gas emission information.
Principal risks and uncertainties
The Group's performance is affected by a number of risks and uncertainties,
which the Board monitor on an ongoing basis in order to identify, manage and
minimise their possible impact. General risks and uncertainties include
changes in economic conditions, interest rate fluctuations and the impact of
competition. The Group's principal risk areas and the action taken to mitigate
their outcome are shown below:
Risk area Nature Mitigation
Competition Loss of business due to existing competition or new entrants into the market Ongoing investment in research and development
responding to the changing needs of clients to remain competitive
Loss of key personnel Inability to execute business plan due to the risk of losing key personnel Employee share option scheme in place
Brexit Business made difficult due to increased regulations between the UK and Europe Arcontech is a global company and as such seeks growth across a geographically
caused by Brexit diverse customer base
Strategic Report (continued)
Relations with shareholders
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Group for the benefit of its members as a whole, as required by
s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long
term;
· Act fairly between the members of the Company;
· Maintain a reputation for high standards of business conduct;
· Consider the interests of the Company's employees;
· Foster the Company's relationships with suppliers, customers
and others;
· The desirability of the Company maintaining a reputation for
high standards of business conduct; and
· Consider the impact of the Company's operations on the
community and the environment.
Section 172(1) Companies Act 2006
The Board takes decisions with the long term in mind, and collectively and
individually aims to uphold the highest standards of conduct. Similarly, the
Board understands that the Company can only prosper over the long term if it
understands and respects the views and needs of its customers, distributors,
employees, suppliers and the wider community in which it operates.
A firm understanding of investor needs is also vital to the Company's success.
The Directors are fully aware of their responsibilities to promote the success
of the Company in accordance with Section 172(1) of the Companies Act 2006.
The text of Section 172(1) of the Companies Act 2006 has been sent out to each
main Board Director.
The Board ensures that the requirements are met, and the interests of
stakeholders are considered as referred to elsewhere in this report and
through a combination of the following:
· A rolling agenda of matters to be considered by the Board through
the year, which includes an annual strategy review meeting, where the
strategic options for the following year are developed;
· At each board meeting, to receive and discuss a will report on
customers, employees and other colleagues, and investors;
· Standing agenda points and papers;
· A review of certain of these topics through the Audit Committee
and the Remuneration Committee agenda items referred to in this report; and
· Detailed consideration is given to of any of these factors where
they are relevant to any major decisions taken by the Board during the year.
The Group's operation is the development and sale of proprietary software and
provision of computer consultancy services. The Board has identified its key
stakeholders as its customers, shareholders, employees and suppliers. The
Board keeps itself appraised of its key stakeholders' interests through a
combination of both direct and indirect engagement, and the Board has regard
to these interests when discharging its duties.
The application of the s172 requirements can be demonstrated in relation to
some of the key decisions made during the year to 30 June 2024:
· Allocation of the Group's capital in a way which offers
significant returns to shareholders in line with the Company's dividend
policy, while also ensuring that the Group retains flexibility to continue to
deploy capital towards profitable growth;
· Continuation of a hybrid location working format for staff as
working environments continue to evolve post Covid-19, while ensuring that the
Group continued to deliver both the high level of service and security that
our customers depend on without compromising the health and safety of
employees.
During the year to 30 June 2024, the Board assessed its current activities
between the Board and its stakeholders, which demonstrated that the Board
actively engages with its stakeholders and takes their various objectives into
consideration when making decisions. Specifically, actions the Board has taken
to engage with its stakeholders over the last twelve months include:
· All Directors attended the 2023 AGM to answer questions and
receive additional feedback from investors;
· The outcome of the AGM is published on the Company's corporate
website;
· The Board receives regular updates on the views of shareholders
through briefings and reports from the executive directors, and the Company's
brokers;
· Arranged meetings with certain stakeholders to provide them with
updates on the Company's operational activities and other general corporate
updates;
· We discussed feedback from investors' and analysts' meetings
following the release of our annual and half-year announcements. We have an
investor relations programme of meetings with existing and potential
shareholders;
· Monitored company culture and engaged with employees on efforts to
continuously improve company culture and morale; and
· A range of corporate information (including all Company
announcements) is also available to shareholders, investors and the public on
the Company's corporate website: www.arcontech.com (http://www.arcontech.com)
.
The Board believes that appropriate steps and considerations have been taken
during the year so that each Director has an understanding of the various key
stakeholders of the Company. The Board recognises its responsibility to
contemplate all such stakeholder needs and concerns as part of its
discussions, decision-making, and in the course of taking actions, and will
continue to make stakeholder engagement a top priority in the coming years.
Approved on behalf of the board on 30 August 2024 by:
Matthew Jeffs
Chief Executive
Group Income Statement and Statement of Comprehensive Income
For the year ended 30 June 2024
Note 2024
2023
£ £
Revenue 3 2,910,232 2,730,172
Administrative costs (2,040,541) (1,924,962)
4 869,691 805,210
Operating profit
5 229,268 70,486
Net finance income
Changes in estimated variable remuneration liability 2 - 110,000
1,098,959 985,696
Profit before taxation
9 (31,302) (5,587)
Taxation
1,067,657 980,109
Profit for the year after tax
1,067,657 980,109
Total comprehensive income for the year
10 7.98p 7.33p
Earnings per share (basic)
10 7.80p 6.44p
Adjusted* Earnings per share (basic)
10 7.96p 7.32p
Earnings per share (diluted)
Adjusted* Earnings per share (diluted)
10
7.78p
6.43p
*Adjusted to exclude the release of accruals for administrative costs of
£24,603 (2023: £118,393, which included the £110,000 shown in the
comparative above in respect of estimated variable remuneration liability
releases in respect of prior years). This is a non-IFRS alternative
performance measure that the Board considers to be a more accurate indicator
of underlying trading performance. This measure has been adopted as a KPI and
is disclosed in the Strategic Report on page 4.
All of the results relate to continuing operations.
There was no Other Comprehensive Income other than Profit for the year after
tax for the year under review (2023: nil).
The notes on pages 33 to 59 form part of these financial statements
Statement of Changes in Equity
For the year ended 30 June 2024
Group:
Share Share Share option reserve Retained Total
capital premium earnings equity
£ £ £ £ £
Balance at 30 June 2022 1,671,601 115,761 270,825 4,913,137 6,971,324
- - - 980,109 980,109
Profit for the year
Total comprehensive income for the year - - - 980,109 980,109
Dividend paid - - - (434,616) (434,616)
- - 97,328 - 97,328
Share-based payments
Transfer between reserves - - (88,698) 88,698 -
Balance at 30 June 2023 1,671,601 115,761 279,455 5,547,328 7,614,145
Profit for the year - - - 1,067,657 1,067,657
Total comprehensive income for the year - - - 1,067,657 1,067,657
Dividend paid - - - (468,048) (468,048)
Share-based payments - - 51,291 - 51,291
Balance at 30 June 2024 1,671,601 115,761 330,746 6,146,937 8,265,045
Company:
Share Share Share option reserve Retained Total
capital premium earnings equity
£ £ £ £ £
Balance at 30 June 2022 1,671,601 115,761 270,825 4,354,279 6,412,466
Profit for the year - - - 304,044 304,044
Total comprehensive expense for the year - - - 304,044 304,044
Dividend paid - - - (434,616) (434,616)
- - 97,328 - 97,328
Share-based payments
- - (88,698) 88,698 -
Transfer between reserves
Balance at 30 June 2023 1,671,601 115,761 279,455 4,312,406 6,379,222
Profit for the year - - - 328,596 328,596
Total comprehensive income for the year - - - 328,596 328,596
Dividend paid - - - (468,048) (468,048)
Share-based payments - - 51,291 - 51,291
Balance as at 30 June 2024 1,671,601 115,761 330,746 4,172,954 6,291,061
The notes on pages 33 to 59 form part of these financial statements.
Statements of Financial Position
Registered number: 04062416
As at 30 June 2024
Group Group Company Company
2024
2023
2024
2023
£
£
£ £
Note
Non-current assets
Goodwill 11 1,715,153 1,715,153 - -
Property, plant and equipment 12 5,404 5,950 - -
Right of use asset 17 503,190 73,152 - -
Investments in subsidiaries 13 - - 2,017,471 2,017,471
Deferred tax asset 19 358,000 328,000 71,000 68,000
Trade and other receivables 14 141,750 - - -
Total non-current assets 2,723,497 2,122,255 2,088,471 2,085,471
Current assets
Trade and other receivables 14 677,069 499,861 4,069,235 3,842,300
Cash and cash equivalents 15 7,160,177 6,411,241 287,606 518,678
Total current assets 7,837,246 6,911,102 4,356,841 4,360,978
Current liabilities
Trade and other payables 16 (1,688,025) (1,308,888) (154,251) (67,227)
Lease liabilities 17 (110,308) (40,324) - -
Provisions 18 - (50,000) - -
Total current liabilities (1,798,333) (1,399,212) (154,251) (67,227)
Non-current liabilities
Lease liabilities 17 (427,365) - - -
Provisions 18 (70,000) (20,000) - -
Total non-current liabilities (497,365) (20,000) - -
Net current assets 6,038,913 5,511,890 4,202,590 4,293,751
Net assets 8,265,045 7,614,146 6,291,576 6,383,222
Equity
Called up share capital 20 1,671,601 1,671,601 1,671,601 1,671,601
Share premium account 21 115,761 115,761 115,760 115,760
Share option reserve 21 330,746 279,455 330,746 279,455
Retained earnings 21 6,146,937 5,547,328 4,172,954 4,312,406
8,265,045 7,614,145 6,291,061 6,379,222
As permitted by s408 of the Companies Act 2006, the Company has not presented
its own income statement. The Company profit for the year was £328,596 (2023:
£304,044).
The notes on pages 33 to 59 form part of these financial statements.
Approved on behalf of the board on 30 August 2024 by:
Matthew Jeffs
Chief Executive
Group Statement of Cash Flows
For the year ended 30 June 2024
Note 2024 2023
£ £
Cash generated from operations 22 1,051,177 901,422
Tax paid (15,586) -
Net cash generated from operating activities 1,035,591 901,420
Investing activities
Interest received 247,903 76,977
Receipts from the sale of plant and equipment 417 -
Purchases of plant and equipment (12,055) (3,480)
236,265 73,497
Net cash generated from investing activities
Financing activities
Dividend paid (468,048) (434,616)
Payment of lease liabilities 17 (54,872) (155,529)
Net cash used in financing activities (522,920) (590,145)
748,936 384,772
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year 6,411,241 6,026,469
15 7,160,177 6,411,241
Cash and cash equivalents at end of year
For the year to 30 June 2024, the Group had no debt, and there were no
material non-cash transactions.
The notes on pages 33 to 59 form part of these financial statements.
Company Statement of Cash Flows
For the year ended 30 June 2024
Note 2024 2023
£ £
22 227,448 (129,978)
Net cash generated by / (used in) operating activities
Tax paid (1,706) -
Net cash generated from / (used in) operating activities 225,742 (129,978)
Investing activities
Interest received 11,234 8,978
Net cash generated from investing activities 11,234 8,978
Financing activities
(468,048) (434,616)
Dividend paid
(468,048) (434,616)
Net cash used in financing activities
(231,072) (555,616)
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year 518,678 1,074,294
15 287,606 518,678
Cash and cash equivalents at end of year
For the year to 30 June 2024, the Company had no debt, and there were no
material non-cash transactions.
The notes on pages 33 to 59 form part of these financial statements.
Notes to the Financial Statements
For the year ended 30 June 2024
1. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these financial
statements except where changes have been noted below.
Reporting entity
Arcontech Group plc ("the Company") is a company incorporated in England and
Wales with a registered address at 1(st) floor, 11-21 Paul Street, London,
EC2A 4JU. The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries (together referred to as "the
Group").
Principal Activity
The principal activities of the Company and its subsidiaries during the year
were the development and sale of proprietary software and provision of
computer consultancy services.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted
international accounting standards and with the requirements of the Companies
Act 2006.
On the basis of current projections, confidence of future profitability and
cash balances held, the Directors have adopted the going concern basis in the
preparation of the financial statements.
The financial statements have been prepared under the historical cost
convention. As at 30 June 2024 all assets and liabilities are recorded at
amortised cost, and there were no assets or liabilities recorded at fair
value.
Going Concern
On the basis of current projections and having regard to the Group's existing
cash reserves, the Directors consider that the Group has adequate resources to
continue in operational existence for the foreseeable future. In reaching this
conclusion the Directors have projected cash flow out twelve months from the
date of signing this report. Revenue projection has been based on recurring
revenue streams from existing customers and a forecast for new revenue from
additional sales that the Directors feel is achievable. The Group has a highly
stable cost base which has been reviewed to incorporate the impact of
additional costs for revenue generation activities such as industry trade
shows. The Directors have stress tested the cash flow projections assuming no
new revenue generation and an increase in costs of up to 15%, given the
current inflationary environment. Under this scenario given expected cash
generation from operations and existing cash balances, the Group will have
sufficient resources to continue trading for well in excess of the next twelve
months. Accordingly, the Directors have adopted the going concern basis in the
preparation of the financial statements.
Changes in accounting policies and disclosures
a) New and amended Standards and Interpretations adopted by the Group
and Company
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC
interpretations per the table below. The amendments and revisions were
applicable for the period year 30 June 2024 but did not result in any material
changes to the financial statements of the Group.
Standard Impact on initial application Effective date
IAS 1 (Amendments) Presentation of Financial Statements and IFRS 1 January 2023
Practice Statement 2: Disclosure of Accounting Policies
IAS 8 (Amendments) Accounting policies, Changes in Accounting
Estimates and Errors - Definition of Accounting Estimates 1 January 2023
IAS 12 (Amendments) Income Taxes - Deferred Tax related to Assets 1 January 2023
and Liabilities arising from a Single Transaction
Notes to the Financial Statements
For the year ended 30 June 2023 (continued)
1. Accounting policies (continued)
b) New and amended Standards and Interpretations issued but not
effective for the financial year beginning 1 July 2023
Standard Impact on initial application Effective date
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial TBC
Information
IFRS S2 Climate-related Disclosures TBC
IAS 1 (Amendments) Presentation of Financial Statements: Classification of Liabilities as Current 1 January 2024
or Non-Current
IAS 7 (Amendments) Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: TBC
Supplier Finance Arrangements
IFRS 18 Presentation and disclosure of financial instruments TBC
IFRS 9 (Amendments) Financial Instruments and IFRS 7 Financial Instruments: Disclosures: TBC
Classification and Measurement of Financial
Instruments
The new and amended Standards and Interpretations which are in issue but not
yet mandatorily effective is not expected to be material.
Basis of consolidation
The Group financial statements incorporate the financial statements of the
Company and entities controlled by the Company (its subsidiaries) prepared to
30 June 2024. Subsidiaries are entities controlled by the Group. Control is
achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
· Power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of 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 its
returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee.
· Rights arising from other contractual arrangements.
· The Group's voting rights and potential voting rights.
Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control
the subsidiary. The acquisition method is used to account for the acquisition
of subsidiaries.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Business combinations and goodwill
On acquisition, the assets and liabilities and contingent liabilities of
subsidiaries are measured at their fair value at the date of acquisition. Any
excess of cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill. Any deficiency of the cost of
acquisition below the fair values of the identifiable net assets acquired
(i.e. discount on acquisition) is credited to the income statement in the
period of acquisition. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually. Any impairment is
recognised immediately in the income statement and is not subsequently
reversed.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Revenue recognition
Revenue is recognised in accordance with the transfer of promised services to
customers (i.e. when the customer gains control of the service) and is
measured as the consideration which the group expects to be entitled to in
exchange for those services. Consideration is typically fixed on the agreement
of a contract except for quarterly flexible license contracts. Payment terms
are agreed on a contract by contract basis.
A service is distinct if the customer can benefit from the service on its own
or together with other resources that are readily available to the customer
and the entity's promise to transfer the service to the customer is separately
identifiable from other promises in the contract.
Contracts with customers do not contain a financing component.
Under IFRS 15, revenue earned from contracts with customers is recognised
based on a five-step model which requires the transaction price for each
identified contract to be apportioned to separate performance obligations
arising under the contract and recognised either when the performance
obligation in the contract has been performed (point in time recognition) or
over time as control of the performance obligation is transferred to the
customer.
The group recognises revenue when it satisfies a performance obligation by
transferring a promised service to the customer as follows:
• Revenue from recurring license fees and other license fees is recognised
on an over time basis via a straight line across the period the services are
provided. In reaching this conclusion the group has assessed that ongoing
contractual obligations are not separately identifiable from other promises in
the contract and are not distinct from the licence, and hence are accounted
for as a single performance obligation. As the license is not distinct the
combined performance obligation is recognised over time.
In assessing whether a licence is distinct the Group considered the continuing
requirement to:-
- optimise functionality;
- optimise performance; and
- provide enhancements to ensure user regulatory compliance.
• Revenue from flexible license contracts that include variable
consideration are quarterly contracts assessed at the end of each calendar
quarter and revenue is recognised based on actual usage confirmed for that
quarter at the point of customer acceptance;
• Revenue from project work is recognised on satisfactory completion of each
project, as this is considered to be the point in time the customer gains
control over the results of the project work.
Taxation
The tax charge/(credit) represents the sum of the tax payable/(receivable) and
any deferred tax.
Research and development tax credits are recognised when received.
The tax payable/(receivable) is based on the taxable result for the year. The
taxable result differs from the net result as reported in the income statement
because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Taxation (continued)
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset realised. Deferred tax is
charged or credited to the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current assets and liabilities
on a net basis.
Share-based payments
The cost of share-based employee compensation arrangements, whereby employees
receive remuneration in the form of shares or share options, is recognised as
an employee benefit expense in the income statement.
The total expense to be apportioned over the vesting period of the benefit is
determined by reference to the fair value (excluding the effect of non
market-based vesting conditions) at the date of grant. Fair value is measured
by the use of the Black-Scholes model. The expected life used in the model has
been adjusted, based on management's best estimate, for the effects of the
non-transferability, exercise restrictions and behavioural considerations. A
cancellation of a share award by the Group or an employee is treated
consistently, resulting in an acceleration of the remaining charge within the
consolidated income statement in the year of cancellation.
Impairment of tangible and intangible assets
The carrying amounts of the Group's and Company's tangible and intangible
assets are reviewed at each year end date to determine whether there is any
indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
Expenses incurred on Research & Development are currently expensed through
the income statement as the expenditure is incurred on the maintenance and
enhancement of existing products. The applicability of this treatment is
reviewed regularly by the Company.
For goodwill, the recoverable amount is estimated at each year end date, based
on value in use. The recoverable amount of other assets is the greater of
their net selling price and value in use.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash generating unit to which the
asset belongs.
An impairment loss is recognised in the income statement whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to
cash-generating units and then to reduce the carrying amount of the other
assets in the unit on a pro rata basis.
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.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and any recognised impairment loss.
Depreciation is charged so as to write off the cost of assets, over their
estimated useful lives, on the following bases:
Leasehold property - over the period of the lease
Computer equipment - 33% - 40% on cost
Office furniture and equipment - 20% - 25% on cost or reducing balance
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for
impairment.
Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets
The Group does not hold any investments other than investments in
subsidiaries.
Trade receivables are held in order to collect the contractual cash flows and
are initially measured at the transaction price as defined in IFRS 15, as the
contracts of the Group do not contain significant financing components.
Impairment losses are recognised based on lifetime expected credit losses in
profit or loss.
Other receivables are held in order to collect the contractual cash flows and
accordingly are measured at initial recognition at fair value, which
ordinarily equates to cost and are subsequently measured at cost less
impairment due to their short-term nature. A provision for impairment is
established based on 12-month expected credit losses unless there has been a
significant increase in credit risk when lifetime expected credit losses are
recognised. The amount of any provision is recognised in the income statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank
deposits with an original maturity of three months or less.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are
classified in accordance with the substance of the contractual arrangements
entered into and the definitions of a financial liability and an equity
instrument. An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its liabilities.
Equity instruments issued by the company are recorded at the proceeds
received, net of direct issue costs.
Effective interest rate method
The effective interest rate method is a method of calculating the amortised
cost of a financial asset or liability and allocating interest income or
expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash flows through the expected life of the
financial asset or liability, or, where appropriate, a shorter period, to the
net carrying amount on initial recognition.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Financial instruments (continued)
(a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured subsequently at fair value (either through
OCI or through profit or loss); and
· those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI. For investments in equity instruments that are not
held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
See Note 16 for further details.
(b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
(c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost; Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method.
Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate line item in
the statement of profit or loss.
(d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with its debt instruments carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk.
For trade receivables, the Group applies the simplified approach permitted by
IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Leases
Leases are recognised as a right-of-use asset and a corresponding lease
liability at the date at which the leased asset is available for use by the
Group.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Leases (continued)
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
· Fixed payments (including in-substance fixed payments), less
any lease incentives receivable;
· Variable lease payment that are based on an index or a rate,
initially measured using the index or rate as at the commencement date;
· Amounts expected to be payable by the Group under residual
value guarantees;
· The exercise price of a purchase option if the Group is
reasonably certain to exercise that option; and
· Payments of penalties for terminating the lease, if the lease
term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, which is generally the case
for leases in the Group, the lessee's incremental borrowing rate is used,
being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period.
Right-of-use assets are measured at cost which comprises the following:
· The amount of the initial measurement of the lease liability;
· Any lease payments made at or before the commencement date less
any lease incentives received;
· Any initial direct costs; and
· Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases (term less than 12 months) and all
leases of low-value assets (generally less than £4k) are recognised on a
straight-line basis as an expense in profit or loss.
Provisions
Provisions are recognised when the Group has a present obligation, legal or
constructive, resulting from past events and it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the obligation.
Research and development
Research costs are charged to the income statement in the year incurred.
Development expenditure is capitalised to the extent that it meets all of the
criteria required by IAS 38, otherwise it is charged to the income statement
in the year incurred. In order for development expenditure to meet the
capitalisation criteria of IAS 38, it must be both technically feasible to
complete the work, and there must be the intention to either use or sell the
asset created.
Pension costs and other post-retirement benefits
The Group makes payments to occupational and employees' personal pension
schemes. Contributions payable for the year are charged in the income
statement.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
1. Accounting policies (continued)
Foreign currencies
Transactions denominated in foreign currencies are translated into sterling at
the exchange rate ruling when the transaction was entered into. Where
consideration is received in advance of revenue being recognised the date of
the transaction reflects the date the consideration is received. Foreign
currency monetary assets and liabilities are translated into sterling at the
exchange rate ruling at the balance sheet date. Exchange gains or losses are
included in operating profit.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker as required by IFRS 8
"Operating Segments". The chief operating decision-maker responsible for
allocating resources and assessing performance of the operating segments has
been identified as the Board of Directors. The accounting policies of the
reportable segments are consistent with the accounting policies of the group
as a whole. Segment profit/(loss) represents the profit/(loss) earned by each
segment without allocation of foreign exchange gains or losses, investment
income, interest payable and tax. This is the measure of profit that is
reported to the Board of Directors for the purpose of resource allocation and
the assessment of segment performance. When assessing segment performance and
considering the allocation of resources, the Board of Directors review
information about segment assets and liabilities. For this purpose, all assets
and liabilities are allocated to reportable segments with the exception of
cash and cash equivalents and current and deferred tax assets and liabilities.
2. Critical accounting judgments and key sources of estimation
uncertainty
The preparation of financial statements in conformity with generally accepted
accounting practice requires management to make estimates and judgements that
affect the reported amounts of assets and liabilities as well as the
disclosure of contingent assets and liabilities at the balance sheet date and
the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historic
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Judgements
Determination of performance obligations and satisfaction thereof
For the purposes of recognising revenue, the Directors are required to
identify distinct services in contracts and allocate the transaction price to
the performance obligations. Details of determining performance obligations,
passing of control and amounts recognised as costs incurred to obtain or
fulfil a contract are given in Note 1 - Revenue recognition. There has been no
change in the Group's business model from the previous year and the Directors
are satisfied that the revenue recognition policy remains correct for the year
under review.
Changes in estimated variable remuneration liability
The Group Income Statement in the comparative year includes the release of
£110,000 in accrued bonuses which has been disclosed separately. The Board's
best estimate of the liability to pay bonuses as at 30 June 2022 was £170,000
and this was recorded with the prior year accruals balance. In the 2023 year,
£110,000 of this liability was released to the Group Income Statement
following annual reappraisal of the estimated liability at 30 June 2023. The
balance carried forward to future periods, is the Board's estimation of a
constructive obligation with regards to bonuses in respect of work undertaken
to date in progressing new business development and sales opportunities.
Capitalisation of development costs
As described in Note 1, the Group capitalises development costs when certain
criteria are met including the probability of relevant future economic
benefits. The key variable in making judgement of the correct treatment of
development costs is new product development versus modification and
maintenance of existing products. The development work undertaken has been to
existing products, and having assessed the likelihood of future economic
benefit, the Directors have judged it appropriate to not capitalise any
development costs (2023 - £Nil).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
2. Critical accounting judgments and key sources of estimation
uncertainty (continued)
Estimates
Impairment of intangible assets and investment in subsidiary
Determining whether non-current assets are impaired requires an estimation of
the value in use of the cash generating units to which non-current assets have
been allocated. The value in use calculation requires the Group to estimate
the future cash flows expected to arise from the cash-generating unit and a
suitable discount rate in order to calculate the present value. The key
variables used in cash flow projections are: a timeline of fourteen years (the
"time period"); the forecast for the next year which is used as the base for
future years; revenue and cost projections for the time period using the
average rate of increase / (decrease) achieved over the preceding ten years.
No provision for impairment was made in the year to the carrying value of
goodwill (see note 11) or investments in subsidiaries (see note 13).
Recognition of deferred tax assets
As described in Note 1, the Group recognises deferred tax assets arising from
unused tax losses when certain criteria are met including the probability that
future relevant taxable profits will be available. The directors have assessed
the likelihood of future taxable profits being available and have judged it
appropriate to recognise deferred tax assets for unused losses. The key
variables used in the calculation of deferred tax assets are: a timeline of
three years out from reporting date; revenue and cost projections on the same
basis as used in the assessment of impairment of goodwill; a cost of capital
of 8.44%. At the year-end a deferred tax asset of £358,000 (2023 - £328,000)
was recognised.
Share based payment transactions
The Company has made awards of options and over its unissued share capital to
certain Directors and employees as part of their remuneration package.
The valuation of these options involves making a number of critical estimates
relating to price volatility, future dividend yields, expected life of the
options and forfeiture rates. These assumptions have been described in more
detail in Note 20.
3. Revenue
An analysis of the Group's revenue is as follows:
2024 2023
£
£
Software development, licence fees and project work 2,910,232 2,730,172
All of the Group's revenue relates to continuing activities.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
4. Operating profit for the year is stated after
charging/(crediting):
2024 2023
£
£
Depreciation of plant and equipment (see note 12) 4,752 4,074
Depreciation of leased assets (see note 17) 129,766 146,303
Interest on leased assets (see note 17) 18,435 6,471
Staff costs (see note 8) 1,499,656 1,374,676
Research and development 521,853 476,491
Release of accruals for administrative costs in respect of prior years (24,603) (8,393)
( )
5. Finance income and Finance costs:
2024 2023
£
£
Finance income
Interest on cash and cash equivalents 247,903 76,977
Finance costs
Lease interest expense (18,435) (6,471)
Other interest expense (200) (20)
Net finance income 229,268 70,486
6. Auditor's remuneration:
2024 2023
£
£
Fees payable to the Group's auditor for the audit of the Group's annual 40,500 37,750
accounts
Fees payable to the Group's auditor for other services:
- audit of the Company's subsidiaries 7,000 7,000
47,500 44,750
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
7. Operating segments:
The Group reports internally to the Chief Operating Decision Maker (CODM), who
is considered to be the Board. Intersegment license fees and management
charges are not included in the reports reviewed by the CODM during the year
but are calculated for statutory reporting purposes and therefore are excluded
from the following revenue and operating profit disclosures.
2024 2023
£ £
Revenue by segment
Software development and licence fees 2,910,232 2,730,172
External segment revenue 2,910,232 2,730,172
Operating profit by segment
Software development and licence fees 1,375,772 1,366,930
Unallocated overheads (524,716) (458,211)
Total operating profit 851,056 908,719
Finance income 247,903 76,977
Total profit before tax as reported in the Group income statement 1,098,959 985,696
2024 2023
£ £
Segment total of assets
Software development and licence fees 10,056,804 8,295,757
Unallocated assets 4,564,942 4,559,078
14,621,746 12,854,835
Less intercompany debtors (4,061,003) (3,821,478)
Total assets 10,560,743 9,033,357
2024 2023
£ £
Segment total of liabilities
Software development and licence fees 6,202,071 5,172,801
Unallocated liabilities 154,630 67,889
6,356,701 5,240,690
Less intercompany creditors (4,061,003) (3,821,478)
Total liabilities 2,295,698 1,419,212
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
7. Operating segments (continued):
2024 2023
£ £
Additions of property, plant and equipment assets by segment
Software development and licence fees 12,055 3,480
Total additions 12,055 3,480
2024 2023
£ £
Depreciation of property, plant and equipment assets recognised in the period
by segment
Software development and licence fees 4,752 4,074
Total depreciation 4,752 4,074
Non-current assets by country 2024 2023
£ £
UK 2,723,497 2,122,255
Total non-current assets 2,723,497 2,122,255
Geographical information - External revenue 2024 2023
£ £
UK 1,958,953 1,979,802
Europe (excluding UK) 585,263 584,987
Africa 45,000 42,500
North America 287,788 89,656
Australia 12,604 12,603
Asia Pacific 20,624 20,624
2,910,232 2,730,172
During the year there were 5 customers (2023: 4) who accounted for more than
10% of the Group's revenues as follows:
2024 2023
Value of % of Total Value of % of Total
sales
sales
£
£
Customer 1 668,506 23% 685,720 25%
Customer 2 520,990 18% 520,990 19%
Customer 3 437,978 15% 361,152 13%
Customer 4 337,900 12% 342,588 13%
Customer 5 378,186 10% - -
2,343,560 78% 1,910,451 70%
These revenues are attributable to the software development and licence fees
segment.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
8. Staff costs:
2024 2023
£ £
a) Aggregate staff costs, including Directors' remuneration
Wages and salaries 1,267,472 1,114,182
Social security costs 152,473 136,786
Pension contributions 28,420 26,380
Share-based payments 51,291 97,328
1,499,656 1,374,676
b) The average number of employees (including Directors) was:
Sales and administration 7 7
Development and support 10 9
17 16
£ £
c) Directors' emoluments
Short-term employee benefits 322,365 252,883
Pension contributions 5,512 5,513
Share-based payments 21,000 45,673
348,877 304,069
Social security costs 40,554 31,260
Total Director compensation 389,431 335,329
Directors' emoluments represent the staff costs of the Company.
The average number of employees of the parent company is 3 (2023: 3)
The highest paid Director received remuneration of £270,377 (2023:
£192,114).
The number of Directors that are members of a defined contribution pension
scheme is 1 (2023: 1). Pension contributions paid to a defined contribution
scheme in respect of the highest paid Director amounted to £5,512 (2023:
£5,513).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
9. Taxation
2024 2023
£ £
Current tax (61,302) (15,587)
Deferred tax 30,000 10,000
Total tax charge for the year 31,302 5,587
The difference between the total tax credit shown above and the amount
calculated by applying the standard rate of UK corporation tax to the profit
before tax is as follows:
2024 2023
£ £
Profit on ordinary activities before tax 1,098,959 985,696
Profit on ordinary activities multiplied by the effective rate of corporation 274,740 201,969
tax in the UK of 25.00% (2023: 20.49%)
Effects of:
Disallowed expenses 68 52
Temporary differences on deferred tax 1,921 494
Deferred tax asset movement (30,000) (10,000)
Brought forward losses utilised (215,427) (186,928)
31,302 5,587
Total tax charge for the year
Factors which may affect future tax charges
At 30 June 2024 the Group has tax losses of approximately £7,600,000 (2023:
£8,000,000) to offset against future trading profits.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
10. Earnings per share
2024 2023
£ £
Earnings
Earnings for the purpose of basic and diluted earnings per share being net 1,067,657 980,109
profit attributable to equity shareholders
1,067,657 980,109
No. No.
Number of shares
Weighted average number of ordinary shares for the purpose of basic earnings 13,372,811 13,372,811
per share
Number of dilutive shares under option 31,620 14,805
Weighted average number of ordinary shares for the purposes of dilutive 13,404,431 13,387,616
earnings per share
The calculation of diluted earnings per share assumes conversion of all
potentially dilutive ordinary shares, all of which arise from share options. A
calculation is done to determine the number of shares that could have been
acquired at fair value, based upon the monetary value of the subscription
rights attached to outstanding share options.
11. Goodwill
2024 2023
£ £
Cost and net book amount
At 1 July 2023 and at 30 June 2024 1,715,153 1,715,153
Goodwill acquired in a business combination is allocated at acquisition, to
the cash generating units (CGUs) that are expected to benefit from that
business combination. The carrying amount of goodwill has been allocated as
follows:
2024 2023
£ £
Arcontech Limited 1,715,153 1,715,153
1,715,153 1,715,153
The CGU used in these calculations is Arcontech Limited. The group tests
goodwill annually for impairment or more frequently if there are indications
that goodwill might be impaired. The recoverable amounts of the CGUs are
determined from value in use calculations. The key assumptions for the value
in use calculations are those regarding the discount rates, growth rates and
expected changes to selling prices and direct costs during the period. The
discount rate is estimated using pre-tax rates that reflect current market
assessments of the time value of money and the risks specific to the CGUs.
Long-term growth rates are based on industry growth forecasts. Changes in
selling prices are based on past practices and expectations of future changes
in the market. Changes in direct costs are based on expected cost of inflation
of 6.0% and 1.8% after year 5.
Cashflow forecasts are based on the latest financial budgets and extrapolate
the cashflows for the next five years based on an estimated growth in revenue
representing an average rate of 3.4% (2023: 3.4%) per annum, after which the
UK long-term growth rate of 1.8% is applied. The Directors consider that this
rate is appropriate, given the current sales pipeline. Fluctuation in revenue
is the most sensitive of assumptions. Should revenue fall by more than an
average of 5% per annum then this could result in the value of goodwill being
impaired.
As the Group does not have any borrowings, the rate used to discount all the
forecast cash flows is 8.8% (2023: 8.8%), which represents the Group's cost of
capital.
Goodwill on the purchase of Arcontech Limited is attributable to the operating
synergies that have arisen as a result of the combination.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
12. Property, plant and equipment - Group
Leasehold Office Total
Property
furniture &
equipment
Cost £ £ £
At 1 July 2022 26,199 105,941 132,140
Additions - 3,480 3,480
Disposals - (6,056) (6,056)
At 1 July 2023 26,199 103,365 129,564
Additions - 4,471 4,471
Disposals (26,199) (795) (26,994)
At 30 June 2024 - 107,041 107,041
Depreciation
At 1 July 2022 23,520 102,076 125,596
Charge for the year 1,461 2,613 4,074
Disposals - (6,056) (6,056)
At 1 July 2023 24,981 98,633 123,614
Charge for the year 1,218 3,534 4,752
Disposals (26,199) (530) (26,729)
At 30 June 2024 - 101,637 101,637
- 5,404 5,404
Net book amount at 30 June 2024
1,218 4,732 5,950
Net book amount at 30 June 2023
13. Investment in subsidiaries
2024 2023
Carrying amount £ £
At 1 July 2023 2,017,471 2,017,471
At 30 June 2024 2,017,471 2,017,471
Details of the investments in which the Group and the Company holds 20% or
more of the nominal value of any class of share capital are listed below. The
Goodwill recognised in Note 11 is in connection with investments made in
subsidiaries:
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
13. Investment in subsidiaries (continued)
Country of Address Nature of business Ordinary
Incorporation
shares
held
Arcontech Solutions Limited England 11-21 Paul Street, London EC2A 4JU Dormant 100%
Cognita Technologies Limited England 11-21 Paul Street, London EC2A 4JU Software development 100%
Arcontech Limited England 11-21 Paul Street, London EC2A 4JU Software development and consultancy 100%
14. Trade and other receivables
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
Due within one year:
Trade and other receivables 458,227 136,250 - -
Amounts owed by group undertakings - - 4,060,904 3,821,378
Prepayments and accrued income 218,842 221,861 8,331 20,922
Other receivables - 141,750 - -
677,069 499,861 4,069,235 3,842,300
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
Due after more than one year:
Other receivables 141,750 - - -
141,750 - - -
Trade receivables, which are the only financial assets at amortised cost, are
non-interest bearing and generally have a 30-90 day term. Due to their short
maturities, the carrying amount of trade and other receivables is a reasonable
approximation of their fair value. A provision for impairment of trade
receivables is established using an expected loss model. Expected loss is
calculated from a provision based on the expected lifetime default rates and
estimates of loss on default.
As at 30 June 2024, trade receivables of £Nil were impaired (2023: £Nil) and
during the year an impairment charge relating to trade receivables of £Nil
(2023: £Nil) was recognised. As at 30 June 2024 trade receivables of
£214,142 (2022: £63,314) were past due but not impaired as full recovery is
expected. The ageing analysis of these trade receivables is as follows:
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
Up to 3 months past due 214,142 63,314 - -
3 to 6 months past due - - - -
214,142 63,314 - -
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
15. Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank
deposits with an original maturity of three months or less. The Directors
consider that the carrying amount of cash and cash equivalents approximates to
their fair value.
16. Trade and other payables
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
Trade payables 61,328 44,995 3,437 4,595
Amounts owed to group undertakings - - 100 100
Other tax and social security payable 106,899 58,185 12,612 12,740
Other payables and accruals 426,963 323,850 138,102 49,792
Deferred income 1,092,835 881,858 - -
1,688,025 1,308,888 154,251 67,227
The Directors consider that the carrying amount of trade and other payables
approximates to their fair value.
Trade payables and other payables and accruals constitute the financial
liabilities within the category "Financial liabilities at amortised cost." The
total value of Financial liabilities at amortised cost is £488,291 (2023:
£368,845) which includes provisions (Refer to note 18).
17. Leases
Under IFRS 16, the Group recognises right-of-use assets and lease liabilities
for all leases on its balance sheet. The only lease applicable under IFRS 16
is the Group's office.
The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position are as follows:
As at 30 June 2024 Lease liability Right of use asset Income statement
£ £ £
Carrying value at 30 June 2023 (40,324) 73,152 -
Additions (552,221) 559,804 -
Depreciation - (129,766) (129,766)
Interest (18,435) - (18,435)
Lease payments 73,307 - -
Carrying value at 30 June 2024 (537,673) 503,190 (148,201)
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
17. Leases (continued)
Reconciliation of lease liabilities Operating cash flow Financing cash flow Non-cash Total
£ £
£ £
As at 1 July 2023 - - - 40,324
Cash flows:
Interest paid (18,435) - - (18,435)
Liability reduction - (54,872) - (54,872)
Non-cash changes:
New lease - - 552,221 552,221
Interest expense - - 18,435 18,435
As at 30 June 2024 (18,435) (54,872) 570,656 537,673
As at 30 June 2023 Lease liability Right of use asset Income statement
£ £ £
Carrying value at 30 June 2022 (195,853) 219,455 -
Depreciation - (146,303) (146,303)
Interest (6,471) - (6,471)
Lease payments 162,000 - -
Carrying value at 30 June 2023 (40,324) 73,152 (152,774)
Reconciliation of lease liabilities Operating cash flow Financing cash flow Non-cash Total
£ £
£ £
As at 1 July 2022 - - - 195,853
Cash flows:
Interest paid (6,471) - - (6,471)
Liability reduction - (155,529) - (155,529)
Non-cash changes:
Interest expense - - 6,471 6,471
As at 30 June 2023 (6,471) (155,529) 6,471 40,324
Contractual maturity analysis of lease liabilities as at 30 June 2024
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
£ £ £ £ £
Lease liabilities 37,800 113,400 386,473 - 537,673
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
18. Provisions
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
As at 1 July 70,000 50,000 - -
Increase in provision - 20,000 - -
As at 30 June 70,000 70,000 - -
Disclosed as:
Current liabilities - 50,000 - -
Non-current liabilities 70,000 20,000 - -
Provisions consists of dilapidations for the Office premises of £70,000
(2023: £70,000). Refer to note 1 for the Accounting Policy for Provisions.
The total estimate of dilapidation costs for the Paul Street office is
£50,000 which is disclosed as a current liability as at 30 June 2024, as the
lease is due to beyond twelve months. The £20,000 non-current dilapidations
provision relates to a potential liability in connection with a previous
office. The value of the provisions has not been discounted as the impact is
not material.
19. Deferred tax
Deferred tax is calculated in full on temporary differences under the
liability method using the tax rate of 20.4% which is the effective tax rate
of the Group. The movement on the deferred tax account is as shown below:
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
At 1 July 328,000 318,000 68,000 56,000
- 78,000 - 16,000
Effect of change in tax rate
Effect of movement in temporary differences 30,000 (68,000) 3,000 (4,000)
At 30 June 358,000 328,000 71,000 68,000
The deferred tax asset has been recognised in relation to forecast taxable
profits which are considered probable.
Losses to offset against future trading profits at 30 June 2024 amounted to
approximately £7,600,000 (2023: £8,000,000).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
20. Share capital
The Company has authorised share capital of 16,000,000 Ordinary shares of
£0.125 each.
Company Shares Share Capital Share Premium
£
Allotted and fully paid: of 12.5p each £
As at 1 July 2023 13,372,811 1,671,601 115,761
As at 30 June 2024 13,372,811 1,671,601 115,761
Share options
Under the Company's approved 2002 Share Option Scheme, certain Directors and
employees held options at 30 June 2024 for unissued Ordinary Shares of 12.5
pence each as follows:
Share options At 1 July Granted Exercised Lapsed At 30 June Exercise price Normal exercise period
2023
2024
Employees: 100,000 - - - 100,000 64.50 pence 25 Apr 20 - 24 Apr 27
50,000 - - - 50,000 110.00 pence 30 Jun 21 - 29 Jun 28
20,000 - - - 20,000 196.00 pence 30- Jun 22 - 27 Sep 29
43,000 - - - 43,000 164.50 pence 30 Jun 23 - 2 Oct 30
67,500 - - - 67,500 130.50 pence 30 Jun 24 - 11 Oct 31
70,000 - - - 70,000 76.50 pence 30 Jun 25 - 21 Oct 32
Directors: - -
- -
Geoff Wicks 30,000 - - - 30,000 164.50 pence 30 Jun 23 - 2 Oct 30
- -
Matthew Jeffs 100,000 - - - 100,000 110.00 pence 30 Jun 21 - 29 Jun 28
50,000 - - - 50,000 130.50 pence 30 Jun 24 - 11 Oct 31
50,000 - - - 50,000 76.50 pence 30 Jun 25 - 21 Oct 32
Total 580,500 - - - 580,500
Weighted average exercise price 109.2 pence - - - 109.2 pence
The number of options exercisable at 30 June 2024 was 460,500 (at 30 June
2023: 343,000), these had a weighted average exercise price of 117.7 pence
(2023: 113.3 pence).
The weighted average share price as at the exercise date of the shares
exercised in the year was nil pence (2023: nil pence) and of the shares were
forfeited in the year was nil pence (2023: 166.2).
Options granted under the Company's approved 2002 Share Option Scheme are
forfeited when the Optionholder ceases to be a Director or employee of a
Participating Company. The Directors may before the expiry of 3 months
following cessation of employment permit an Optionholder to exercise their
Option within a period ending no later than 12 months from the cessation of
employment.
The highest price of the Company's shares during the year was 112.0 pence, the
lowest price was 61.2 pence and the price at the year-end was 92.5 pence.
The weighted average remaining contractual life of share options outstanding
at 30 June 2024 was 6 years (2023: 7 years).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
20. Share capital (continued)
Share-based payments
The Group operates an approved Share Option Scheme for the benefit of
Directors and employees. Options are granted to acquire shares at a specified
exercise price at any time following but no later than 10 years after the
grant date. There are no performance conditions on the exercise of the options
granted prior to 1 July 2018. The performance conditions of those granted
after 1 July 2018 which apply to executive directors and certain key staff,
are set out below.
The options issued to certain directors and members of staff in November 2018,
September 2019(2), October 2020(3), October 2021 and in October 2022 will be
exercisable from 30 June 2021, 30 June 2022, 30 June 2023, 30 June 2024 and 30
June 2025 respectively, dependent on the Company's compound annual rate of
growth in fully diluted earnings* for the three financial years ending 30 June
2022, 2023, 2024 and 2025, respectively.
Options issued date Exercisable from Dependent on the Company's compound annual rate of growth in fully diluted
earnings(1) for the three financial years ending
November 2018 30 June 2021 30 June 2021
September 2019 30 June 2022 30 June 2022
October 2020 30 June 2023 30 June 2023
October 2021 30 June 2024 30 June 2024
October 2022 30 June 2025 30 June 2025
The Options will vest subject to performance criteria as follows:
- compound annual earnings growth of 10% or more - fully vested (100%);
- compound annual earnings growth between 5%-10% - partial vesting between 0%
and 100% on a sliding scale; and
- compound annual earnings growth of 5% and below - nil.
Any Ordinary Shares arising from the vesting of Options must be held for
a period of two years after vesting.
(1) Fully diluted earnings will be based on: (a) the Company's pre-tax
profit excluding exceptional items and the share option
charge and (b) the current UK corporation tax rate of 19%, such that the
fully diluted earnings calculation takes no account
of R&D and deferred tax credits. For the purposes of the fully
diluted earnings calculation, the applied rate of corporation tax
will remain constant at 19% irrespective of any current or future changes
to corporation tax.
(2) 70,000 options issued in September 2019 lapsed on 30 June 2022 as compound
annual earnings growth targets for the financial years ended 30 June 2020,
2021 and 2022 were not achieved.
(3) 70,000 options issued in October 2020 lapsed on 30 June 2023 as compound
annual earnings growth targets for the financial years ended 30 June 2021,
2022 and 2023 were not achieved.
The fair value of options is valued using the Black-Scholes pricing model. An
expense of £51,291 (2023: £97,328) has been recognised in the year in
respect of share options granted. The cumulative share option reserve at 30
June 2024 is £330,746 (2023: £279,455).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
20. Share capital (continued)
The inputs into the Black-Scholes pricing model are as follows:
Directors & Employees
Grant date 25 Apr 2017 29 Nov 2018 27 Sep 2019 2 Oct 2020 11 Oct 2021 21 Oct 2022
Exercise price 64.5 pence 110.0 pence 196.0 pence 164.5 pence 130.5 pence 76.5 pence
Expected life 10 years 10 years 10 years 10 years 10 years 10 years
Expected volatility 50% 50% 50% 49% 45% 44%
Risk free rate of interest 0.5% 0.75% 0.75% 0.00% 0.60% 3.69%
Dividend yield Nil Nil Nil 0.01% 0.01% 0.04%
Fair value of option 36.7 pence 57.0 pence 115.0 pence 91.92 pence 70.03 pence 45.47 pence
Volatility has been estimated based on the historic volatility over a period
equal to the expected term from the grant date.
21. Reserves
Details of the movements in reserves are set out in the Statement of Changes
in Equity. A description of each reserve is set out below.
Share capital reserve
This is used to record the aggregate nominal amount of the Company's shares on
issue.
Share premium account
This is used to record the aggregate amount or value of premiums paid when the
Company's shares are issued at a premium, net of issue costs, less amounts
cancelled by court order.
Share option reserve
This relates to the fair value of options granted which has been charged to
the income statement over the vesting period of the options, less amounts
transferred to retained earnings.
Retained earnings
This relates to accumulated profits and losses together with distributable
reserves arising from capital reductions, less amounts distributed to
shareholders.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
22. Net cash generated from operations - Group
2024 2023
£ £
Operating profit and exceptional items before tax 869,691 915,210
Depreciation charge 134,518 150,377
Non cash share option charges 51,291 97,328
Profit on disposal of plant and equipment (151) -
Lease interest paid (18,435) (6,471)
Other interest paid (200) (20)
(Increase) in trade and other receivables (318,958) (9,425)
Increase / (decrease) in trade and other payables 333,421 (265,577)
(Increase) in provisions - 20,000
Cash generated from operations 1,051,177 901,422
Net cash generated from operations - Company
2024 2023
£ £
Operating profit 316,497 284,772
Non cash share option charges 21,000 45,673
Increase in trade and other receivables (196,644) (469,614)
Increase in trade and other payables 86,595 9,191
Cash generated from / (used in) operations 227,448 (129,978)
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
23. Related party transactions
Group
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are disclosed in this part
of the note.
Key management compensation
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Group. In the
opinion of the Board, the Group's key management are the Directors of
Arcontech Group PLC. Information regarding their compensation is given in
notes 8 and 20 for each of the categories specified in IAS 24 Related Party
Disclosures. All emoluments given in notes 8 and 20 relate to short-term
employee benefits and there are no post-employment or other long-term
benefits.
The financial statements include the following amounts in respect of services
provided to the Group:
Company
Transactions between the Parent Company and its subsidiaries during the year
were as follows:
Management charges payable by subsidiaries £626,698 (2023: £546,676).
The amounts due from/to subsidiaries at the balance sheet date were as
follows:
2024 2023
£
£
Amount due from subsidiaries 7,443,477 7,415,999
Less: Provision for impairment (3,382,474) (3,594,521)
Amount due from subsidiaries - net 4,061,003 3,821,478
During the year a provision of £212,047 was released (2023: £193,659) in
respect of balances due from subsidiaries.
2024 2023
£
£
Amount due to subsidiaries 626,698 546,676
626,698 546,676
24. Dividends
A final dividend of 3.75 pence will be proposed at the Annual General Meeting
but has not been recognised as it requires approval (2023: 3.5 pence).
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
25. Financial instruments
The Group's financial instruments comprise cash and cash equivalents, and
items such as trade payables and trade receivables, which arise directly from
its operations. The main purpose of these financial instruments is to provide
finance for the Group's operations.
The Group's operations expose it to a variety of financial risks including
credit risk, liquidity risk and interest rate risk. Given the size of the
Group, the Directors have not delegated the responsibility of monitoring
financial risk management to a sub-committee of the Board. The policies set by
the Board of Directors are implemented by the Company's finance department.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables.
The Group has implemented policies that require appropriate credit checks on
potential customers before sales are made. The amount of exposure to any
individual counterparty is subject to a limit, which is reassessed annually by
the Board. Trade receivables are considered in default and subject to
additional credit control procedures when they are more than 30 days past due
in line with industry practice. Trade receivables are only written off when
there is no reasonable expectation of recovery due to insolvency of the
debtor.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
Group Group Company Company
2024
2023
2024
2023
£
£
£
£
Trade receivables 458,227 136,250 - -
Cash and cash equivalents 7,160,177 6,411,241 287,606 518,678
Amounts owed by group undertakings - - 4,069,092 3,821,378
7,618,404 6,547,491 4,356,698 4,340,056
Interest rate risk
The Group has interest bearing assets and no interest-bearing liabilities.
Interest bearing assets comprise only cash and cash equivalents, which earn
interest at a variable rate.
The Group has not entered into any derivative transactions during the period
under review.
The Group does not have any borrowings.
The Group's cash and cash equivalents earned interest at variable rates,
between 4.35% below bank base rate and 0.25% below bank base rate and at
fixed/variable rates of between 1.56% below bank base rate and 0.56% below
bank base rate (2023: variable rates of between 3.65% below bank base rate and
0.25% below bank base rate and at fixed/variable rates of of between 2.53%
below bank base rate and 0.06% below).
Liquidity risk
The Group has no short-term debt finance. The Group monitors its levels of
working capital to ensure that it can meet its liabilities as they fall due.
The Group's financial liabilities comprise trade payables and other payables,
provisions and accruals, excluding deferred income, with a carrying value
equal to the gross cash flows payable of £488,291 (2023: £368,845) all of
which are payable within 6 months.
Notes to the Financial Statements
For the year ended 30 June 2024 (continued)
25. Financial instruments (continued)
Market risk and sensitivity analysis
Equity price risk
The Directors do not consider themselves exposed to material equity price risk
due to the nature of the Group's operations.
Foreign currency exchange risk
The Directors do not consider themselves exposed to material foreign currency
risk due to the nature of the Group's operations. All invoices are raised in
sterling.
Interest rate risk
The Group is exposed to interest rate risk as a result of positive cash
balances, denominated in sterling, which earn interest at variable and fixed
rates. As at 30 June 2024, if bank base rate had increased by 0.5% with all
other variables held constant, post-tax profit would have been £35,801 (20223
£32,056) higher and equity would have been £35,801 (2023: £32,056) higher.
Conversely, if bank base rate had fallen 0.5% with all other variables held
constant, post-tax profit would have been £35,801 (2023: £32,056) lower and
equity would have been £35,801 (2023: £32,056) lower.
26. 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 and maintain an optimal capital structure.
The Group defines capital as being share capital plus reserves. The Board of
Directors continually monitors the level of capital.
The Group is not subject to any externally imposed capital requirements.
27. Ultimate controlling party
There is no ultimate controlling party.
28. Copies of these statements
Copies of this statement are available from the Company Secretary at the
Company's registered office at 1(st) Floor, 11-21 Paul Street, London, EC2A
4JU or from the Company's website at www.arcontech.com
(http://www.arcontech.com) .
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