REG - Big Technologies PLC - 2024 Audited Results and Notice of AGM
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RNS Number : 6845J Big Technologies PLC 22 May 2025
Big Technologies plc
("the Company" and, together with its subsidiaries "the Group")
Audited results for the year ended 31 December 2024 and Notice of 2025 Annual
General Meeting
Big Technologies plc (AIM: BIG), a leading specialist in electronic monitoring
for the criminal justice and remote care sectors, today announces its results
for the year ended 31 December 2024.
Financial Highlights
Audited Audited
2024 2023
£m £m
Revenue 50.3 55.2
Gross margin (%) 68.1% 70.7%
Statutory operating profit 2.2 16.8
Adjusted operating profit* 21.2 28.2
Adjusted EBITDA* 27.0 33.0
Adjusted EBITDA* margin (%) 53.7% 59.8%
Cash generated from operating activities 20.4 31.7
Net cash 93.9 85.9
*Before adjusting items and share-based payments
Operational highlights
· Ian Johnson appointed as Chief Executive Officer and Mike Johns
appointed Chief Financial Officer of the Group on 7(th) May 2025, who,
together with Charles Lewinton, Chief Operating Officer, form the new
executive leadership team;
· New business success delivered since the end of the year with the
signing of the Northern Ireland contract;
· Successful rollout of Smart Tag 5.1 across the client base; and
· Continued development of the Eagle monitoring system, which now
includes multiple AI features.
Current trading and outlook
· The Group has started the new financial year in line with the
Board's expectations, delivering underlying revenue growth in the first
quarter of 11% (excluding the Colombia contract which ceased in 2024);
· The Group retains a robust balance sheet, underpinned by a strong
net cash position of £93.9m at 31 December 2024;
· Long-term growth drivers, including increased prison overcrowding
and high costs of incarceration, provide strong future prospects for the
Group; and
· Despite the reduction in revenue and profitability in 2024, the
Group remains highly profitable and cash generative, with a continuing
pipeline of opportunities ahead including a significant opportunity to grow in
the US market.
Litigation Update
On 31 March 2025, the Group announced that it had dismissed Sara Murray from
her position as Chief Executive Officer, terminated her employment contract
with the Company and removed her as a Director. On the same date, the Company
issued legal proceedings and made an application for a freezing order against
her and associated entities in the High Court. Subsequent to that announcement
Sara Murray provided an undertaking to the High Court, agreeing not to
dissipate her assets up to £320 million, being the value of the claim.
Separately, the Court proceedings brought by a group of former shareholders in
Buddi Limited continue to be defended and the Group is applying to join Sara
Murray as a Part 20 Defendant to those proceedings with a view to the Group
seeking to recover directly from Sara Murray any liabilities that the Group is
held to have pursuant to any decision at trial.
Sara Murray was a beneficiary under the Growth Share Plan and the holder of 47
A Shares in Buddi Limited as at 31 December 2024. In accordance with the
provisions of the articles in Buddi Limited these shares have been bought back
for a consideration of £1 per A share and cancelled. As a result of this
cancellation, the future dilution for Big Technologies plc shareholders
resulting from the Growth Share Plan, has been reduced by 17,489,971 shares.
Commenting on the results, Ian Johnson, Chief Executive Officer said:
"With the publication of the Group's 2024 results, we also draw a line under a
disappointing year, however, I am optimistic that the business will return to
growth given the substantial interest in our products and the pipeline of
prospects. I am focused on restructuring the Group and developing the Buddi
brand to capitalise on its huge potential. I am delighted to be leading the
business into a new era of growth, which I have no doubt that our talented
team can deliver."
Alexander Brennan, Chairman said:
"On behalf of the Board, I would like to thank our colleagues for their
significant contribution in 2024 in helping the Group meet the evolving needs
of our customers. I believe that our business model and strategy, driven by
the energy and dedication of our entrepreneurial workforce, will deliver
long-term value to all our stakeholders."
For further information please contact:
Big Technologies +44 (0) 1923 601910
Alexander Brennan (Chairman)
Ian Johnson (Chief Executive Officer)
Mike Johns (Chief Financial Officer)
Zeus (Nominated Adviser and Joint Broker) +44 (0) 2038 295000
Dan Bate / Kieran Russell (Investment Banking)
Benjamin Robertson (Equity Capital Markets)
Singer Capital Markets (Joint Broker) +44 (0) 207 496 3000
Shaun Dobson / James Moat (Investment Banking)
Notice of Annual General Meeting
The Company announces that its 2025 Annual General Meeting will be held at
Moor Park Golf Club, Rickmansworth, Hertfordshire, WD3 1QN at 10.00 a.m. on 18
June 2025.
The Annual Report for the year ended 31 December 2024 together with the 2025
Notice of Annual General Meeting and Form of Proxy will be sent to
shareholders on 23 May 2025.
The annual report and audited financial statements will be available on the
Company's website later today (www.bigtechnologies.co.uk).
About Big Technologies plc
Big Technologies plc is a specialist in electronic monitoring for the criminal
justice and remote care sectors. Big Technologies has developed a leading,
integrated platform that combines hardware and software to deliver
state-of-the-art electronic monitoring solutions on a subscription-based,
SaaS-like model. The platform is highly flexible and is primarily deployed
across criminal justice and care services. It supports a wide range of use
cases for both high and low-risk individuals, offering a comprehensive suite
of products tailored to diverse customer needs. Recently, the company expanded
into the transdermal alcohol monitoring sector with a combined tracking and
alcohol detection solution. Big Technologies continues to innovate across both
hardware and software, exploring technologies such as AI to enhance product
capabilities and user experience.
For further information see www.bigtechnologies.co.uk
(http://www.bigtechnologies.co.uk) .
Forward-looking statements
This press release contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses, and prospects of the Group. The use of terms such as "may",
"will", "should", "expect", "anticipate", "project", "estimate", "intend",
"continue", "target" or "believe" and similar expressions (or the negatives
thereof) are generally intended to identify forward-looking statements. These
statements are based on current expectations and involve risk and uncertainty
because they relate to events and depend upon circumstances that may or may
not occur in the future. There are a number of factors that could cause actual
results or developments to differ materially from those expressed or implied
by these forward-looking statements. Any of the assumptions underlying these
forward-looking statements could prove inaccurate or incorrect and therefore
any results contemplated in the forward-looking statements may not actually be
achieved. Nothing contained in this press release should be construed as a
profit forecast or profit estimate. Investors or other recipients are
cautioned not to place undue reliance on any forward-looking statements
contained herein. The Group undertakes no obligation to update or revise
(publicly or otherwise) any forward-looking statement, whether as a result of
new information, future events or other circumstances.
Chairman's Review
I was appointed to the role of Interim Non-Executive Chair in July 2024 after
former chair Simon Collins stepped down from the Board. I was pleased to be
appointed permanent Chair in April 2025.
Recent events concerning the dismissal of our founder and former Chief
Executive Officer have caused concern for our investors, customers and
employees. The Board has taken decisive action to ensure that business
operations have been stabilised as demonstrated by recent Board changes.
Following the dismissal of Sara Murray, Daren Morris was appointed as Interim
Chief Executive Officer and we thank him for providing stability and
continuity during a challenging period.
We were pleased to welcome Ian Johnson and Mike Johns to the Board in 2025.
Ian joined initially as a Non-Executive Director, before being appointed Chief
Executive Officer. Mike joined the business as Chief Financial Officer
Designate, before being appointed to the Board as a Director and assuming the
responsibilities of Chief Financial Officer. Together with Charles Lewinton,
the refreshed executive team is focused on structuring the business to take
advantage of the significant market opportunity ahead and to return to revenue
growth.
The Board's focus as we look ahead is supporting the executive team in
achieving these objectives, including by ensuring that the Company's ongoing
litigation workstreams do not place any undue demand on executive time.
Notwithstanding the challenges posed by ongoing litigation, the business has
delivered a resilient performance in 2024 despite the loss of revenue from a
former customer in Colombia. Group revenue for the year declined by 9% to
£50.3m as a result of the loss of the Colombian contract, and adjusted EBITDA
declined by 18% to £27.0m. Excluding the impact of Colombia, the Group grew
revenues in the year, and retains a strong cash position, providing stability
in the presence of ongoing litigation and allowing investment in new
technologies, markets and geographies.
People
Our colleagues remain at the heart of our business, and it is their skill and
passion that makes Big Technologies a market leader in remote people
monitoring solutions. Our diverse global workforce continues to demonstrate
their dedication to our strategy of delivering innovative remote people
monitoring solutions to improve people's quality of life and make society
safer. I continue to be impressed by their energy and professionalism as they
help meet the evolving needs of our customers. On behalf of the Board, I would
like to thank them all for their significant contribution in 2024. At its
heart, Big Technologies is a people business and it is the contribution and
performance of our talented entrepreneurial workforce that underpins our
success and achievements.
Board composition and governance
Our Board currently consists of five members, of which two are Non-Executive
Directors. The Board intends to appoint a further Non-Executive Director to
balance the Board and will consider the skills and experiences that will be
complementary to the current make-up of the Board in its assessment. As a
Board we take our governance responsibilities seriously and remain committed
to good corporate governance which will allow the Group to pursue its strategy
with more pace and with less risk. The approach to our wide range of
responsibilities is set out in the Corporate Governance Report of the Annual
Report for the year ended 31 December 2024 on pages 38 to 65.
Social responsibility
We are committed to ensuring high standards of Environmental, Social and
Governance ('ESG') practices across our business and recognise that we have
social and environmental responsibilities arising from our operations. Our
products and technology deliver benefits for society across the globe. We are
a market-leader in electronic monitoring solutions which are designed to
improve people's quality of life. In the criminal justice sector our products
facilitate a shift towards rehabilitative community-based sentencing which
reduces recidivism and keeps communities safer. In the care sector our
technology helps people live happier, safer and more independent lives.
The year ahead
I believe that our business model and strategy namely to deliver innovative
remote people monitoring solutions to improve people's quality of life, will
enable us to deliver long-term value to all our stakeholders. The electronic
monitoring market remains supported by favourable tailwinds and the Group is
well-positioned with a robust balance sheet and refreshed leadership team to
take advantage of the market opportunity. The Group has started the new
financial year well and continues to benefit from high levels of revenue
visibility, which provide the Board with confidence in current market
expectations for the Group.
Chief Executive Officer's Review
Overview
I am excited to lead the company into a new era of growth and innovation. I
look forward to working closely with our talented team to achieve our
strategic goals and drive further success. Buddi is a world leader in
electronic monitoring solutions and I am confident that the Company can make a
lasting impact in our industry whilst making the world a safer place.
My focus as I look ahead is to bring structure and stability to the business
and establish a performance culture to drive revenue growth in the years
ahead. I am confident that, with the right organisation, the team at Buddi are
capable of achieving great results for the business.
Strategy
We will continue to pursue a growth strategy focused on the criminal justice
sector, expanding both the scope of activities with existing customers and
growing our business in target markets where we are currently
under-represented. Our ambition is to be the most trusted provider of
electronic monitoring technologies. To support our realisation of this vision,
we identified three key strategic priorities for the near term. Our ability to
successfully deliver on these priorities will help us create long-term value
for our shareholders. The key progress made under each of these priorities
during the financial year is set out below.
Increase US market presence
Our expanded business development efforts in the US are starting to gain
traction. We have added a number of customers accounts during the year and
have also been encouraged that one of our largest customers has entered into a
new contract through until November 2030, giving us increased visibility over
sales in the region. We are now also an approved supplier on NASPO, a
co-operative purchasing programme facilitating public procurement across all
50 states. We remain underrepresented in the US and will actively pursue
partnerships to enhance our presence to realise our potential.
Launch Buddi substance detection technologies
The Buddi AlcoTag is our first body-worn alcohol detection technology which
combines our proven Smart Tag(®) location and communication technologies with
real-time alcohol detection, delivering the world's first combined tag. There
are now more than 500 Buddi AlcoTag devices with customers, helping support
wearers' sobriety and increasing community safety.
Pursue acquisitions and partnerships
The Group had made good progress in identifying an acquisition in the
strategically important US market. However, as a result of the ongoing
litigation, we have paused these plans to maintain our financial strength.
Financial Performance
Despite a challenging 2024, driven by the loss of revenue from our former
customer in Colombia, the business remains resilient with a robust balance
sheet underpinned by a strong cash position. The second half of the year saw
revenues decrease to £23.8m for the most recent six-month period (H1 2024;
£26.5m). Excluding Colombia, revenues from our remaining customer base grew
modestly in the year.
Gross margins reduced to 68.1% in 2024 (2023: 70.7%) reflecting changes in
customer mix, increased direct labour costs and higher depreciation as we
deployed the latest 4G technology across our customer base.
While adjusted EBITDA decreased by 18% to £27.0m (2024 £33.0m), underlying
profitability for the business remains strong with adjusted EBITDA margins
over 50%.
The Group generated £20.4m in cash from operations, with the net cash
position at the year-end being £93.9m, underpinning a robust balance sheet
and providing the business with added resilience.
Operations and product development
We remain committed to ensuring that our products maintain their competitive
advantage in the criminal justice sector and to continuing to invest in
research and development to support our future product roadmap.
Buddi AlcoTag, our combined GPS RF/GPS/transdermal alcohol tag, was launched
in late 2023 and we now have over 500 active devices in the field,
predominantly in the US market. We are already working on future versions of
the AlcoTag based on customer feedback and are also planning a first entry
into the remote breath analysis sector.
Smart Tag 5.1, the latest version of the device, has been successfully rolled
out to all customers and now makes up the majority of our installed product
base around the globe. The Smart Tag is the world's smallest 2G/3G/4G/RF
combined tag complete with shielding detection, Wi-Fi communication and body
detection technology. Development is already underway on the next-generation
version with advanced sensing capabilities.
We have also seen multiple rollouts by customers across Europe for our new RF
Sure Tag device combined with our 2G/3G/4G home beacon, further expanding our
addressable market. These successful deployments position us well for
participation in future combined GPS and RF contract opportunities.
The latest version of our Eagle monitoring platform introduces multiple AI
features including automated summaries, location data analysis and interactive
assistance. Work continues on major new AI features to add further analysis
and prediction tools to the software suite, further enhancing Eagle's
capabilities and providing exceptional quality to our clients.
During the year we expanded our team in the United States, the largest market
in the world for electronic monitoring. We have been underrepresented here and
now have a multi-disciplinary team of 14 employees. Based on the team's
efforts we expect to continue to see growth in our North American operation in
2025.
Our business in Australia continues to perform well and we are seeing
increased demand from existing customers for new border control and domestic
violence related applications. In Central America we welcomed a new customer
during the year and saw a former customer return following a period using a
competitor. In Europe we have gone live with our new customer in Switzerland
and have had our contract in the Netherlands extended together with orders for
new equipment.
Summary and outlook
While 2024 presented challenges for the Group, including the loss of revenue
from Colombia, the business now looks ahead with a refreshed team and a
renewed focus. We are starting to see a recovery in revenues from both
existing customers and new contract wins, reinforcing our confidence in the
strength and resilience of our business. I want to thank our team for their
continued dedication and I look forward to working alongside them more
closely.
The Group has made a good start to 2025, with unaudited underlying revenue for
the quarter ended 31 March 2025 increasing 11% to £12.9 million compared to
£11.6 million for Q1 2024 (excluding the Colombia contract which ceased in
2024). The Group has also achieved new business success since the year end
with the signature of the Northern Ireland contract in April 2025. The Group's
strong start to 2025 provides the Board with confidence in the Group's ability
to meet market expectations.
Financial review
Revenue
Revenue decreased, as expected, by £4.9m to £50.3m (2023: £55.2m), largely
due to the loss of revenue from a former customer in Colombia, from May 2024
onwards. As a result, and as previously described in the Group's H1 2024
financial results and the January 2025 trading statement, revenue was lower in
the second half of the year, versus the first half of the year.
The Group has also been negatively impacted by foreign currency movements in
the year with sterling strengthening against the Australian and New Zealand
dollar, two of the Group's main sales currencies. On a constant currency
basis, revenue would have been £1.1m higher than reported if exchange rates
had remained the same as the 2023 average.
Reported revenues increased by 1% in the Asia-Pacific region, despite currency
headwinds with growth being driven by a new customer in Australia (5% on a
constant currency basis). Reported revenues declined by 33% in the Americas
region due to the ending of a criminal justice contract in Colombia which had
been subject to short-term renewals for a number of years (33% on a constant
currency basis). Reported revenues in Europe declined by 2% (3% on a constant
currency basis).
The vast majority of the Group's revenues continue to be derived from
customers in the criminal justice sector, which accounts for 99% of reported
revenue (2023: 98%)
Monthly Recurring Revenue (MRR), which is the exit run rate of monthly
recurring revenue in the last month of the financial year, was £4.0m (2023:
£4.1m), a stable position when adjusting for currency headwinds in 2024 and
the loss of the Colombian revenue. The MRR figure gives the Group visibility
and confidence over its future revenues derived from its long-term contracts.
Profitability
Gross profit decreased by 12% to £34.2m (2023: £39.0m), with gross margin
down by 260bps to 68.1% (2023: 70.7%) as a result of the revenue decline and
customer mix change, increases to operational labour costs, increases to
depreciation as the latest 4G technology is deployed and a higher level of
inventory provisioning. The Group continues to report high levels of gross
profitability due to its scalable operating model and efficient cost
structure, which allows for the deployment of additional electronic monitoring
devices to customers with increased efficiency.
Adjusted administrative expenses (defined as administrative expenses before
adjusting operating items and share-based payments) increased by 21% from
£10.8m in 2023 to £13.1m in 2024. The largest driver for the increase was a
more adverse foreign currency position compared with last year. The headwind
from foreign currency movements included within administrative expenses in
2024 was £0.9m (2023: £0.4m tailwind). Another significant driver for the
increase in adjusted administrative expenses was the Group's expanded business
development efforts in the US market, where additional sales executives and
support staff were deployed across a number of key states in the country. The
Group's expanded business development efforts in the US are starting to gain
traction and a number of new customer accounts were added during the year.
Statutory administrative expenses (which includes adjusting operating items
and share-based payments) increased by 44% to £32.0m (2023: £22.2m),
principally as a result of legal costs of £9.0m in respect of ongoing
litigation activities, which have been treated as an adjusting operating
expense. These expenses include a provision at 31 December 2024 for estimated
forecast legal expenses covering the period to trial in June 2026 in relation
to the incoming claim against the business (no provision has been made for
legal fees in relation to the claim against Sara Murray, which commenced after
the balance sheet date). As a result, adjusted operating profit of £21.2m
decreased by 25% against 2023, with a decrease in adjusted operating margin to
42.1% (2023: 51.2%). Statutory operating profit (which includes adjusting
operating items and share-based payments) decreased by 87% to £2.2m (2023:
£16.8m).
Finance income was £3.5m (2023: £2.7m) and reflects the interest earned by
the Group on its significant cash balances held in interest bearing deposit
accounts and in money-market instruments. Finance expenses increased slightly
during the year due to interest recognised on newly capitalised lease
liabilities under IFRS 16.
EBITDA
Adjusted EBITDA, which provides a more consistent comparison of trading,
year-on-year, decreased by 18% to £27.0m (2023: £33.0m), with adjusted
EBITDA margins falling by 610bps to 53.7% (2023: 59.8%). Statutory EBITDA
(which includes adjusting operating items and share-based payments) decreased
by 61% to £8.5m (2023: £22.0m).
Taxation
The Group's total tax charge for the year was £3.0m (2023 restated: £3.2m),
representing an effective tax rate of 55.6% (2023 restated: 16.5%). Current
tax for the year was a charge of £2.5m (2023 restated: £2.6m) and deferred
tax for the year was a charge of £0.6m (2023 restated: £0.6m).
The total tax charge and the effective tax rate is significantly higher than
for the prior year due to a number of key factors as set out below:
- Legal and acquisition related costs of £9.9m (2023: £nil) incurred
in the year which are not deductible for corporation tax purposes, resulting
in a higher effective tax rate; and
- The removal of a statutory deduction for corporation tax purposes
claimed in 2021, following the change in the previously adopted tax treatment
of a share warrant exercised during 2021, has now been determined not to be an
employment related security. This change resulted in a refund for employer's
National Insurance (disclosed as an adjusting item in profit and loss), but an
additional current tax charge for the removal of the statutory deduction.
The Group's tax and the effective tax rate continues to be affected by a
number of other factors including enhanced capital allowances, allowances for
research and development expenditure and the UK Patent Box.
Earnings per share
Adjusted diluted earnings per share (EPS), which excludes adjusting items and
their associated tax effect as well as the dilutive impact of shares issuable
in the future, was 6.5p (2023 restated: 8.5p), reflecting the decrease in
underlying profitability of the Group. Adjusted basic EPS, which excludes
adjusting items and their associated tax effect was 6.8p (2023 restated:
9.0p). Diluted EPS, which includes the dilutive impact of shares issuable in
the future, was 0.8p (2023 restated: 5.2p). Basic EPS was 0.8p (2023 restated:
5.6p). The dilutive impact of shares issuable in the future relates to the
expected settlement of the Group's employee share scheme obligations. Shares
held in treasury and by the Group's Employee Benefit Trust are excluded on a
weighted basis from the calculation of EPS.
Cash generation
The Group increased its net cash balances (defined as cash and cash
equivalents less lease liabilities) to £93.9m (2023: £85.9m) at 31 December
2024. At the year end and for much of the period post the year end, a large
proportion of the Group's cash was held in US Dollar accounts in anticipation
of an acquisition opportunity in the USA. The acquisition opportunity has
since been paused. Movements in the US Dollar rate have been unfavourable
since the cash was converted into US Dollars, and this has resulted in a
foreign exchange loss in the start of 2025.
The Group generated cash from operations (before the payment of taxes) of
£20.4m (2023: £31.7m) with the cash conversion rate (defined as percentage
of adjusted EBITDA converted to adjusted cash from operations) decreasing from
96.2% to 88.4% of adjusted EBITDA.
There was a favourable working capital movement of £2.3m, which compares to a
£1.6m adverse movement in 2023. The reasons for the working capital movement
are set out below:
- Inventory levels stabilised following increases in previous years
and there has been a higher level of inventory provisioning;
- Trade and other receivables increased as a result of a refund due
from the UK tax authorities for the change in adopted tax treatment of a share
warrant exercised in 2021, has now been determined not to be an employment
related security. A cash refund of £5.1m was received from HMRC after the
reporting date;
- Trade and other payables increased as a result of higher trade
payables due to supplier invoice payment timing; and
- There has been a movement in provisions, reflecting the increased
level of legal provisioning to defend the claim brought by a small number of
former shareholders of Buddi Limited.
Taxation payments for the year totalled £3.7m (2023: £3.7m).
Net cash used in investing activities of £2.4m (2023: £3.3m) reflects the
continued expenditure on electronic monitoring devices, which are manufactured
in-house and leased to the Group's customers. The Group continued to invest in
research and development activities and also benefitted from increased
interest income, reflecting interest earned on its higher cash balances at
improved interest rates.
Net cash used in financing activities of £6.3m (2023: £4.5m) primarily
reflects the purchase of shares under the Group's share buyback programme and
the purchase of shares by the Group's Employee Benefit Trust during the year.
Research and development
Research and development activities remain a focus for the Group. Development
costs of £1.0m (2023: £1.1m) have been capitalised. Other research costs,
all of which have been written off to the income statement as incurred,
totalled £2.3m (2023: £2.3m). Total research and development costs
(including those written off to the income statement) expressed as a
percentage of adjusted administrative expenses were 25% (2023: 31%).
Foreign currency exposure
The Group faces currency exposure on its foreign currency transactions and
translation exposure in relation to its overseas subsidiaries and foreign
currency sales. The Group maintains a natural hedge whenever possible to
transactional exposure by matching the cash inflows and outflows in the
respective currencies.
Foreign exchange translation has provided a headwind for revenue and profit
during the year (2023: lesser headwind), with sterling strengthening against
the Group's main sales currencies compared with last year.
The Group's most material currency exposures are to US dollars, Australian
dollars and New Zealand dollars. The sensitivity to a 10%
weakening/strengthening of sterling against these currencies in aggregate
(excluding amounts held on the balance sheet) equates to an annualised profit
increase (or decrease) of approximately £2.4m. The Group's forward currency
exposure is currently unhedged.
Alternative performance measures
In the analysis of the Group's financial performance and position, operating
results and cash flows, alternative performance measures are presented to
provide readers with additional information. The principal measures presented
are adjusted measures of earnings including adjusted operating profit,
adjusted operating margin, adjusted profit before tax, adjusted EBITDA and
adjusted earnings per share.
The Annual Report includes both statutory and adjusted non-GAAP financial
measures, the latter of which the Directors believe better reflect the
underlying performance of the business and provide a more meaningful
comparison of how the business is managed and measured on a day-to-day basis.
The Group's alternative performance measures and KPIs are aligned to the
Group's strategy and together are used to measure the performance of the
business and form the basis of the performance measures for remuneration.
Adjusted results exclude certain items because, if included, these items could
distort the understanding of the performance for the year and the
comparability between periods.
We provide comparatives alongside all current year figures. The term
'adjusted' is not defined under IFRS and may not be comparable with similarly
titled measures used by other companies. All profit and EPS figures in this
Annual Report relate to underlying business performance (as defined above)
unless otherwise stated.
A reconciliation of adjusted measures to statutory measures is provided below:
2024 2023 Restated
Statutory Adjustments Adjusted Statutory Adjustments Adjusted
Operating profit (£'000) 2,220 18,969 21,189 16,813 11,436 28,249
Operating margin (%) 4.4 37.7 42.1 30.4 20.8 51.2
Administrative expenses (£'000) 32,028 (18,969) 13,059 22,246 (11,436) 10,810
Profit before tax (£'000) 5,450 18,969 24,419 19,374 11,436 30,810
Taxation (£'000) 3,028 1,516 4,544 3,188 1,386 4,574
Profit after tax (£'000) 2,422 17,453 19,875 16,186 10,050 26,236
EBITDA (£'000) 8,501 18,501 27,002 22,037 10,968 33,005
EBITDA margin (%) 16.9 36.8 53.7 39.9 19.9 59.8
Cash generated from operating 20,411 3,456 23,867 31,748 - 31,748
activities (£'000)
Basic earnings per share (pence) 0.8 6.0 6.8 5.6 3.4 9.0
Diluted earnings per share (pence) 0.8 5.7 6.5 5.2 3.3 8.5
The adjustments comprise:
2024 2023
£'000 Restated
£'000
Amortisation of acquired intangibles 468 468
Legal costs 9,021 -
Acquisition related costs 864 -
Employer's National Insurance refund (1,076) -
Total adjusting operating items 9,277 468
Share-based payments expense 9,692 10,968
Total adjusting items and share-based payments before tax 18,969 11,436
Tax effect of adjusting items and share-based payments (1,516) (1,386)
Total adjusting items and share-based payments after tax 17,453 10,050
Amortisation of acquired intangibles
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from investment activities. As such, they
are not considered reflective of the core trading performance of the Group.
Legal costs
These costs are excluded from the adjusted results of the Group since the
costs are not considered reflective of the core trading performance of the
Group. Further details on the nature of legal costs are given in this
financial commentary.
Acquisition related costs
These costs relate to due diligence exploring possible value-enhancing
opportunities and are excluded from the adjusted results of the Group since
the costs are not considered reflective of the core trading performance of the
Group.
Employer's National Insurance refund
A reversal of the previously adopted tax treatment of a share warrant
exercised during 2021, has now been determined not to be an employment related
security.
Share-based payments expense
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from recognition of the fair value of share
options and other share-based incentives granted to employees of the Group. As
such, they are not considered reflective of the core trading performance of
the Group.
Tax effect of adjusting items and share-based payments
The tax impact of these adjustments was as follows: amortisation of acquired
intangibles of £0.1m (2023: £0.1m) and share-based payments expense of
£1.4m (2023 restated: £1.3m). There is no anticipated tax impact for legal
costs, acquisition related costs and employer's national insurance refund.
Balance sheet highlights
The Group has continued to strengthen its balance sheet during the year with
net assets increasing from £121.4m to £128.1m at the 31 December 2024.
Current assets increased by £13.6m to £117.5m, due to an increase in cash
and cash equivalents and trade and other receivables. Cash and cash
equivalents increased by £8.0m, as the Group continued to generate cash
during the year. Trade and other receivables increased by £5.6m, due to
amounts receivable from HMRC for other taxation and social security and
corporation tax.
Current liabilities increased by £6.5m to £13.0m, mainly due to an increase
in provisions. Non-current liabilities increased by £0.5m to £2.4m, mainly
due to an increase in deferred tax liabilities.
Prior period adjustment
The Group has a number of share-based payment arrangements in place including
the Growth Share Plan ("GSP") for the Executive Directors of the Company.
Historically, the Group recognised a deferred tax asset, as required by
International Financial Reporting Standards, in relation to the GSP in
anticipation of a future corporation tax deduction available when the GSP
vests and the scheme's participants collected their awards.
In the current year, following receipt of new tax advice, and having
considered the impact of relevant tax case law, the Group has concluded that
future deductions on vesting are not available and that a general principles
tax deduction can be claimed for the IFRS 2 share-based payments charge in
relation to the GSP. As a result of this change, the deferred tax asset
recognised in the financial statements was overstated. Accordingly, the Group
has restated its financial statements in accordance with IAS 8 'Accounting
Policies, Changes in Accounting Estimates and Errors'. The deferred tax asset
in relation to the GSP has been reversed with the correcting entries resulting
in a decrease to prior period profits and retained earnings. Furthermore, the
Group has presented the general principles tax deduction claim for 2023 as a
prior period adjustment. The general principles tax deduction claim is
directly linked to the change in the Group's approach for the recognition of
deferred tax in relation to the GSP. The general principles tax deduction
claim results in an increase to prior period profits and retained earnings
Litigation and Post Balance Sheet Events
The Group continues to defend a claim filed with the High Court in 2023. The
claim has been brought by a small number of former shareholders in Buddi
Limited, a subsidiary of the Company, relating to the acquisition of Buddi
Limited, in circumstances dating back to 2018 (the "Litigation").
On 31 March 2025 the Company announced that in the context of this Litigation,
Sara Murray had provided untrue information to the Company and its lawyers
(and the Court in providing statements of truth in filed documents) in
relation to her interests in, and relationship with, certain other former
shareholders of Buddi Limited, who are current shareholders in the Company,
The Company also announced that it had dismissed Sara Murray from her role as
Chief Executive Officer, terminated her employment contract with the Company
and removed her as a Director. On the same date the Company issued legal
proceedings and an application for a freezing order against Sara Murray and
others in the High Court.
The Directors are satisfied that the ongoing Litigation does not present a
material uncertainty that causes significant doubt about the Group's ability
to continue in operation and meet its liabilities over the going concern
assessment period.
Details of the approach to provisions in respect of the ongoing Litigation can
be found in Note 8, and details of the contingent liability in respect of the
incoming claim can be found in Note 13.
Sara Murray was a beneficiary under the Growth Share Plan and the holder of 47
A Shares in Buddi Limited as at 31 December 2024. In accordance with the
provisions of the articles in Buddi Limited these shares have been bought back
for a consideration of £1 per A share and cancelled. As a result of this
cancellation, the future dilution for Big Technologies plc shareholders
resulting from the Growth Share Plan, has been reduced by 17,489,971 shares.
Further details of events after the reporting period can be found in Note 14.
Financial outlook
The Group is well positioned as it looks ahead into 2025 and beyond. The Group
retains a robust balance sheet, underpinned by a strong cash position, which
provides the business with stability in the presence of ongoing litigation.
The Group has also started 2025 well, with unaudited underlying revenues for
the quarter ended 31 March 2025 growing by 11% to £12.9m compared with
£11.6m for Q1 2024 (excluding the Colombia contract which ended in 2024).
Foreign currency fluctuations have provided a headwind to profitability in the
year to date, and the Board are monitoring any continuing exposure to foreign
exchange movements.
Directors' Responsibility Statement on the Annual Report and Accounts
The responsibility statement below has been prepared in connection with (and
will be set out in) the Group's full annual report and accounts for the year
ended 31 December 2024 once published. Certain parts thereof are not included
within this preliminary announcement.
The Directors are responsible for preparing the Strategic Report, the
Directors' Report, any other surrounding information and the Group and Company
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial
statements for each financial year. Under that law, they have elected to
prepare the Group financial statements in accordance with UK adopted
International Accounting Standards and applicable law and have elected to
prepare the Company financial statements in accordance with UK Accounting
Standards and applicable law (UK Generally Accepted Accounting Practice).
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the assets,
liabilities, financial position and profit and loss of the Group and Company
for that year. In preparing each of the Group and Company financial
statements, the Directors are required to:
· select suitable accounting policies and apply them consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the Company will
continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. They are further responsible for ensuring that
the Strategic Report and the Directors' Report and other information included
in the Annual Report and Accounts is prepared in accordance with applicable
law in the United Kingdom. The maintenance and integrity of the Big
Technologies plc website is the responsibility of the Directors; the work
carried out by the auditor does not involve the consideration of these
matters and, accordingly, the auditor accepts no responsibility for any
changes that may have occurred in the accounts since they were initially
presented on the website. Legislation in the United Kingdom governing the
preparation and dissemination of the accounts and the other information
included in Annual Reports may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions appear below, therefore
confirm that, to the best of their knowledge:
· The Group financial statements contained in the Group's full
annual report and accounts for the year ended 31 December 2024 give a true and
fair view of the assets, liabilities, financial position and profit and loss
of the Company and Group as a whole; and
· The Strategic Report contained in the annual report and accounts
for the year ended 31 December 2024 includes a fair review of the development
and performance of the business and position of the Group as a whole, together
with a description of the principal risks and uncertainties that it faces.
This responsibility statement was approved by the Board of Directors on 21 May
2025 and is signed on its behalf by Alexander Brennan.
Alexander Brennan (Chairman)
Ian Johnson (Chief Executive Officer)
Mike Johns (Chief Financial Officer)
Charles Lewinton (Chief Operating Officer)
Camilla Macun (Non-Executive Director)
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Note 2024 2023
£'000 £'000
Restated*
Revenue 3 50,308 55,223
Cost of sales (16,069) (16,176)
Gross profit 34,239 39,047
Administrative expenses (32,028) (22,246)
Other operating income 9 12
Operating profit 2,220 16,813
Analysed as:
Adjusted EBITDA 27,002 33,005
Amortisation of acquired intangibles (468) (468)
Amortisation of development costs (1,335) (921)
Depreciation (4,478) (3,835)
Legal costs (9,021) -
Acquisition related costs (864) -
Employer's national insurance refund 1,076 -
Share-based payments expense 8 (9,692) (10,968)
Operating profit 2,220 16,813
Finance income 3,485 2,656
Finance expenses (255) (95)
Profit before taxation 5,450 19,374
Taxation 4 (3,028) (3,188)
Profit for the year 2,422 16,186
Other comprehensive income / (expense):
Exchange differences on translation of foreign operations 156 (663)
Total comprehensive income for the year 2,578 15,523
Basic earnings per share (pence) 0.8 5.6
Diluted earnings per share (pence) 0.8 5.2
*The prior period restatement is detailed further in note 2
Consolidated statement of financial position
As at 31 December 2024
Note 2024 2023 2022
£'000 £'000 £'000
Restated* Restated*
Assets
Goodwill 13,359 13,359 13,359
Acquired and other intangible assets 4,850 5,668 6,000
Property, plant and equipment 5,177 4,993 4,178
Right-of-use assets 1,657 1,782 705
Long-term financial assets 396 - -
Deferred tax assets 410 - 428
Other receivables 543 583 1,684
Non-current assets 26,392 26,385 26,354
Inventories 7,205 7,206 6,823
Trade and other receivables 14,610 8,998 9,222
Cash and cash equivalents 7 95,730 87,729 67,474
Current assets 117,545 103,933 83,519
Total assets 143,937 130,318 109,873
Liabilities
Lease liabilities 294 274 247
Trade and other payables 5,852 5,540 8,153
Provisions 8 6,818 664 800
Current liabilities 12,964 6,478 9,200
Lease liabilities 1,491 1,579 460
Deferred tax liabilities 1,281 561 412
Trade and other payables 80 259 625
Non-current liabilities 2,852 2,399 1,497
Total liabilities 15,816 8,877 10,697
Net assets 128,121 121,441 99,176
Equity
Share capital 9 2,986 2,907 2,904
Share premium 9 39,095 39,095 39,031
Own shares (10,101) (4,276) -
Other reserves (93) (249) 414
Retained earnings 96,234 83,964 56,827
Total equity 128,121 121,441 99,176
*The prior period restatement is detailed further in note 2
Consolidated statement of changes in equity
For the year ended 31 December 2024
Share capital Share premium Own shares Other reserves Retained earnings Total
£'000 £'000 £'000 £'000 £'000 equity
£'000
Balance at 1 January 2023 2,904 39,031 - 414 60,124 102,473
(as previously reported)
Prior period restatement* (3,297) (3,297)
Balance at 1 January 2023 2,904 39,031 - 414 56,827 99,176
(restated)
Profit for the year - - - - 16,186 16,186
Other comprehensive expense for the year - - - (663) - (663)
Total comprehensive income for the year - - - (663) 16,186 15,523
Share-based payments - - - - 10,951 10,951
Issue of shares, net of share issue costs 3 64 - - - 67
Movement in EBT and treasury shares - - (4,276) - - (4,276)
Balance at 31 December 2023 (restated) 2,907 39,095 (4,276) (249) 83,964 121,441
Balance at 1 January 2024 (restated) 2,907 39,095 (4,276) (249) 83,964 121,441
Profit for the year - - - - 2,422 2,422
Other comprehensive income for the year - - - 156 - 156
Total comprehensive income for the year - - - 156 2,422 2,578
Share-based payments - - - - 9,599 9,599
Deferred tax on share-based payments - - - - 249 249
Issue of shares, net of share issue costs 79 - - - - 79
Movement in EBT and treasury shares - - (3,591) - - (3,591)
Share buyback programme - - (2,234) - - (2,234)
Balance at 31 December 2024 2,986 39,095 (10,101) (93) 96,234 128,121
*The prior period restatement is detailed further in note 2
Consolidated statement of cash flows
For the year ended 31 December 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Profit before tax 5,450 19,374
Adjustments for:
Depreciation of property, plant and equipment 4,234 3,595
Depreciation of right-of-use assets 244 240
Amortisation of intangible assets 1,803 1,389
Impairment charges on property, plant and equipment - 392
Share-based payments expense 8 9,599 10,951
Finance income (3,485) (2,656)
Finance expenses 255 95
Changes in:
Inventories 1 (383)
Trade and other receivables (4,549) 2,405
Trade and other payables 705 (3,518)
Provisions 6,154 (136)
Cash generated from operating activities 20,411 31,748
Taxes paid (3,656) (3,739)
Net cash generated from operating activities 16,755 28,009
Cash flows from investing activities
Purchase of property, plant and equipment (153) (508)
Own work capitalised (4,336) (4,303)
Capitalised development costs (985) (1,057)
Interest received 3,485 2,569
Purchase of long-term financial assets (396) -
Net cash used in investing activities (2,385) (3,299)
Cash flows from financing activities
Proceeds from issues of shares - 67
Shares purchased by Employee Benefit Trust (3,591) (4,276)
Treasury shares purchased via share buyback scheme (2,234) -
Repayment of lease liabilities (306) (240)
Interest paid (135) (35)
Net cash (used) / generated from financing activities (6,266) (4,484)
Net increase in cash and cash equivalents 8,104 20,226
Cash and cash equivalents at the beginning of the year 87,729 67,474
Effects of exchange rate changes on cash and cash equivalents (103) 29
Cash and cash equivalents at the end of the year 6 95,730 87,729
Notes to the consolidated financial statements
For the year ended 31 December 2024
1. General information and basis of preparation
Big Technologies plc is a public limited company incorporated in the United
Kingdom, listed on the Alternative Investment Market ('AIM') of the London
Stock Exchange. The Company is domiciled in the United Kingdom and its
registered office is Talbot House, 17 Church Street, Rickmansworth, WD3 1DE.
The consolidated financial statements comprise the Company and its
subsidiaries (together referred to as the 'Group').
The principal activity of the Group is the development and delivery of remote
monitoring technologies and services to a range of domestic and international
customers.
The preliminary announcement for the year ended 31 December 2024 has been
prepared in accordance with the accounting policies as disclosed in the
Group's annual financial statements for the year ended 31 December 2023.
Information in this preliminary announcement does not constitute statutory
accounts of the Group within the meaning of section 434 of the Companies Act
2006.
The annual financial information presented in this preliminary announcement is
based on, and is consistent with, that in the Group's audited financial
statements for the year ended 31 December 2024, and those financial statements
will be delivered to the Registrar of Companies following the Company's Annual
General Meeting. The financial statements of the Group are prepared in
accordance with UK-adopted international accounting standards and applicable
law. The independent auditors' report on those financial statements is
unqualified and does not contain any statement under section 498 (2) or 498
(3) of the Companies Act 2006.
Going concern
In assessing the going concern position of the Group for the year ended 31
December 2024, the Directors have considered the following:
· the Group's trading performance in 2024 and in the period since
the reporting date
· future expected trading performance of the Group to 30 June 2026
(the going concern period) including behaviours in light of the continued
difficult macroeconomic environment; and
· the expected costs of defending the Litigation referred to below
and consequential proceedings brought by the Group and which may be brought
against the Group
The Directors have reviewed the forecasts for the Group for the going concern
period and have a reasonable expectation that there are no material
uncertainties that cast significant doubt on the Group's ability to continue
in operational existence for at least 12 months from the date of approval of
these financial statements. Accordingly, the Directors continue to adopt the
going concern basis in preparing the consolidated financial statements.
The Group continues to defend a claim filed with the High Court in 2023. The
claim has been brought by a small number of former shareholders in Buddi
Limited (the "Claimants"), a subsidiary of the Company, relating to the
acquisition of Buddi Limited, dating back to 2018 (the "Litigation"). Details
of provisions made in relation to ongoing legal work with respect to the
Litigation can be found in note 8 and details of a contingent liability in
respect of the Litigation can be found in note 13.
The Directors are satisfied that the ongoing Litigation does not present a
material uncertainty which causes significant doubt about the Group's ability
to continue in operation and meet its liabilities over the going concern
assessment period.
The Group is also pursuing a separate claim against Sara Murray in light of
becoming aware that untrue information was provided by Sara Murray to the
Group in relation to the Litigation. The claim against Sara Murray makes
demands for damages and for costs and liabilities of defending potential
claims against the Group as a result of Sara Murray's alleged wrongdoing. No
account has been taken of any possible cash inflows from this claim in the
Group's going concern forecasts.
The Group had net cash at 31 December 2024 of £93.9m (2023: £85.9m) and
expects to generate strong operational cash flows throughout the going concern
period. The Group has no debt or banking covenants. The Directors have
considered a severe downside scenario in which operating costs and the
estimated costs of the Litigation are 20% more than forecast with no
mitigating actions.
The Directors have a reasonable expectation that there are no material
uncertainties that cast significant doubt about the Group's ability to
continue in operation and meet its liabilities as they fall due for the
foreseeable future, being a period of at least 12 months from the date of
approval of the financial statements.
This preliminary announcement was approved by the Board of Directors on 21 May
2025.
2. Prior period adjustment
The Group has a number of share-based payment arrangements in place including
the Growth Share Plan ("GSP") for the Executive Directors of the Company.
Historically, the Group recognised a deferred tax asset, as required by
International Financial Reporting Standards, in relation to the GSP in
anticipation of a future corporation tax deduction available when the GSP
vests and the scheme's participants collected their awards.
In the current year, following receipt of new tax advice, and having
considered the impact of relevant tax case law, the Group has concluded that
future deductions on vesting are not available and that a general principles
tax deduction can be claimed for the IFRS 2 share-based payments charge in
relation to the GSP. As a result of this change, the deferred tax asset
recognised in the financial statements was overstated. Accordingly, the Group
has restated its financial statements in accordance with IAS 8 'Accounting
Policies, Changes in Accounting Estimates and Errors'. The deferred tax asset
in relation to the GSP has been reversed with the correcting entries resulting
in a decrease to prior period profits and retained earnings. Furthermore, the
Group has presented the general principles tax deduction claim for 2023 as a
prior period adjustment. The general principles tax deduction claim is being
made as a result of the recent clarification of tax law, and is directly
linked to the change in the Group's approach for the recognition of deferred
tax in relation to the GSP. The general principles tax deduction claim results
in an increase to prior period profits and retained earnings.
The impact of the restatements on the consolidated statement of financial
position are presented below:
As previously reported 31 December 2023 Restatement as at 01 January 2023 Restatement year-ended 31 December 2023 Restatement cumulative to 31 December 2023 Restated 31 December 2023
£'000 £'000 £'000 £'000 £'000
Non-current assets/liabilities
Deferred tax (net) 5,008 (3,297) (2,272) (5,569) (561)
Current assets
Trade and other receivables 8,328 - 670 670 8,998
Current liabilities
Trade and other payables 6,146 - (606) (606) 5,540
Equity
Retained earnings 88,257 (3,297) (996) (4,293) 83,964
The impact of the restatements on the consolidated statement of comprehensive
income are presented below:
As previously reported 2023 Impact of restatement - deferred tax Impact of restatement - current tax Restated 2023
£'000 £'000 £'000 £'000
Taxation 1,792 2,672 (1,276) 3,188
3. Segment reporting
The Group derives revenue from the delivery of remote monitoring technologies
and services to a range of domestic and international customers.
The income streams are all derived from the utilisation of these products and
services which, in all aspects except details of revenue, are reviewed and
managed together within the Group and as such are considered to be the only
segment. The Group operates across three regions: Europe, Asia-Pacific and the
Americas, and the Board of Directors monitors revenue on this basis.
Revenue for each of the geographical areas is as follows:
2024 2023
£'000 £'000
Europe 7,409 7,555
Asia-Pacific 32,618 32,289
Americas 10,281 15,379
50,308 55,223
Assets and liabilities by segment are not regularly reviewed by the Board of
Directors on a monthly basis and are not used as key decision-making tools and
are therefore not disclosed here.
Revenues are disaggregated as follows:
2024 2023
£'000 £'000
Sales of goods 119 97
Delivery of services 50,189 55,126
50,308 55,223
Information about major customers
Two (2023: three) of the Group's customers individually account for more than
10% of total Group revenue. These customers operate in the criminal justice
sector and account for 44% (2023: 55%) of total Group revenue.
Future performance obligations
The amount of a customer contract's transaction price that is allocated to the
remaining performance obligations to provide electronic monitoring software,
hardware and related support services which has not yet been recognised.
Including amounts recognised as contract liabilities and amounts that are
contracted but not yet delivered. The transaction price allocated to these
performance obligations that are unsatisfied or partially unsatisfied as of 31
December 2024 is £24,938,000 (2023: £12,166,000).
Management expects that £7,543,000 in 2024 (2023: £7,791,000) of the amount
allocated to the future performance obligations as of 31 December 2024 will be
recognised during 2025. £17,395,000 (2023: £4,375,000) is expected to be
recognised as revenue within two to five years. The Group applies the
practical expedient in paragraph 121 of IFRS 15 and does not disclose
information about remaining performance obligations that have original
expected durations of one year or less.
4. Alternative performance measures
These items are included in normal operating costs of the business, but are
significant cash and non-cash expenses that are separately disclosed because
of their size, nature or incidence. It is the Group's view that excluding them
from operating profit gives a better representation of the underlying
performance of the business in the year.
2024 2023
£'000 £'000
Amortisation of acquired intangibles 468 468
Legal costs 9,021 -
Acquisition related costs 864 -
Employers' national insurance refund (1,076) -
Total adjusting operating items 9,277 468
Share-based payments expense 9,692 10,968
Total adjusting items and share-based payments before tax 18,969
11,436
Tax effect of adjusting items and share-based payments (1,516)
(1,386)
Total adjusting items and share-based payments after tax 17,453
10,050
Amortisation of acquired intangibles
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from investment activities. As such, they
are not considered reflective of the core trading performance of the Group.
Legal costs
These costs are excluded from the adjusted results of the Group since the
costs are not considered reflective of the core trading performance of the
Group. Further details on the nature of legal costs are given in the financial
review commentary and note 8.
Acquisition related costs
These costs relate to due diligence exploring possible value-enhancing
opportunities and are excluded from the adjusted results of the Group since
the costs are not considered reflective of the core trading performance of the
Group.
Employer's national insurance refund
A reversal of the previously adopted tax treatment of a share warrant
exercised during 2021, which is no longer considered to be an employment
related security.
Share-based payments expense
These costs are excluded from the adjusted results of the Group since the
costs are non-cash charges arising from recognition of the fair value of share
options and other share-based incentives granted to employees of the Group. As
such, they are not considered reflective of the core trading performance of
the Group.
Tax effect of adjusting items and share-based payments
The tax impact of these adjustments was as follows: amortisation of acquired
intangibles of £117,000 (2023: £110,000) and share-based payments expense of
£1,399,000 (2023: £1,276,000).
5. Taxation
2024 2023
£'000 £'000
Restated
Current tax
For the financial year 1,515 2,397
Adjustments in respect of prior years 961 217
2,476 2,614
Deferred tax
Origination and reversal of temporary timing differences 52 184
Adjustments in respect of prior years 5 -
Related to share-based payments 495 390
552 574
Total taxation for the year 3,028 3,188
UK corporation tax is calculated at 25.0% (2023: 23.5%) of the assessable
profit for the year. Taxation for other jurisdictions is calculated at the
rates prevailing in the respective jurisdictions.
6. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
2024 2023
£'000 £'000
Restated
Profit for the purpose of basic and diluted earnings per share 2,422
16,186
Adjustments for:
Adjusting items 9,277 468
Share-based payments expense 9,692 10,968
Tax effect of adjusting items and share-based payments (1,516) (1,386)
Adjusted earnings 19,875 26,236
2024 2023
No. shares No. shares
Weighted average number of ordinary shares 293,787,248 290,531,356
Less shares held by the Employee Benefit Trust (weighted average) (4,390,189) (416,300)
Weighted average number of ordinary shares for the purpose of basic earnings 289,397,059 290,115,056
per share
Effect of dilutive potential Ordinary shares/share options 15,126,768 19,840,468
Weighted average number of Ordinary shares for the purpose of diluted earnings 304,523,827 309,955,524
per share
2024 2023
Basic earnings per share Pence Pence
Restated
Basic earnings per share 0.8 5.6
Adjustments for:
Adjusting items 3.2 0.2
Share-based payments expense 3.3 3.8
Tax effect of adjusting items and share-based payments (0.5) (0.6)
Adjusted basic earnings per share 6.8 9.0
2024 2023
Diluted earnings per share Pence Pence
Diluted earnings per share 0.8 5.2
Adjustments for:
Adjusting items 3.0 0.2
Share-based payments expense 3.2 3.5
Tax effect of adjusting items and share-based payments (0.5) (0.4)
Adjusted diluted earnings per share 6.5 8.5
The adjusted earnings per share have been calculated on the basis of profit
before adjusting items and share-based payments, net of tax. The tax effect of
adjusting items and share-based payments is equal to the deferred tax charge
(or credit) recognised in the consolidated income statement for these items.
The Directors consider that this calculation gives a better understanding of
the Group's earnings per share in the current and prior year.
7. Cash and cash equivalents
The carrying amounts of the cash and cash equivalents are denominated in the
following currencies:
2024 2023
£'000 £'000
US Dollar 77,791 6,105
Australian Dollar 8,790 13,760
New Zealand Dollar 8,394 11,420
Colombian Peso 230 1,627
Euro 88 438
Canadian Dollar 32 342
Pounds Sterling 29 53,831
Other 376 206
95,730 87,729
£nil (2023: £203,000) of the Group's cash and cash equivalents are held by
the trustees of the Big Technologies PLC Employee Benefit Trust in Pounds
Sterling.
Net cash
2024 2023
£'000 £'000
Cash and cash equivalents 95,730 87,729
Lease liabilities (1,785) (1,853)
93,945 85,876
8. Provisions
Claims against the Group outside of the ordinary course of business
The Group continues to defend a claim filed with the High Court in 2023. The
claim has been brought by a small number of former shareholders in Buddi
Limited, a subsidiary of the Company, relating to the acquisition of Buddi
Limited, dating back to 2018 (the "Litigation").
On 31 March 2025 the Company announced that, in the context of this
Litigation, Sara Murray had provided untrue information to the Company and its
lawyers in relation to her interests in, and relationship with, certain former
shareholders in Buddi Limited.
The Group continues to incur legal fees to defend the Litigation and has made
a provision for estimated legal fees to be incurred up to trial. Total legal
fees provided for at 31 December 2024 were £6,818,000 (2023: £389,000).
Claims against Sara Murray and others
The legal proceedings against Sara Murray and others are at an early stage and
make demands for substantial sums in compensation including damages and for
costs and liabilities of defending potential claims which may be made against
the Group as a result of Sara Murray's alleged wrongdoing. The Group expects
to incur significant legal fees in order to pursue these claims.
Furthermore, as a result of Sara Murray's actions, the Group may incur legal
and other costs in the future in relation to potential claims and regulatory
investigations. The quantum and timing of any such future costs are uncertain.
The Group is recognising these costs as they are incurred during 2025. No
provision is recognised at 31 December 2024 because this litigation commenced
after the balance sheet date. No amounts potentially recoverable from Sara
Murray or others as a result of these proceedings have been recognised.
Other ongoing litigation
The Company and its subsidiaries are, from time-to-time, parties to legal
proceedings and claims which arise in the ordinary course of business. The
Directors do not anticipate that the outcome of these proceedings and claims
will have a material adverse effect on the Group's financial position or on
the results of its operations.
9. Share capital
The allotted, called up share capital is made up of 298,568,721 ordinary
shares of £0.01 each.
Note Number Share Share Total
of shares capital premium
£'000 £'000 £'000
At 1 January 2023 290,400,082 2,904 39,031 41,935
Issue of shares (i) 250,000 3 64 67
At 31 December 2023 290,650,082 2,907 39,095 42,002
Issue of shares (ii) 7,918,639 79 - 79
At 31 December 2024 298,568,721 2,986 39,095 42,081
(i) During 2023, 250,000 EMI share options were exercised into shares with a
nominal value of £0.01 each for £0.27.
(ii) During 2024, 7,918,639 shares were issued to satisfy the exercise of the
first of three equal tranches of put options under the Growth Share Plan with
a nominal value unpaid of £79,186.
10. Share-based payments
The Group has a number of equity-settled share-based payment arrangements in
operation, the details of which are disclosed in the 2024 Annual Report. The
schemes were established to reward and incentivise the senior management team
and employees to deliver share price growth.
The charge made in respect of share-based payments is as follows:
2024 2023
£'000 £'000
Non-EMI Plan (Chair) - 51
LTIP 26 267
Growth Share Plan 9,573 10,633
Share-based payments expense (IFRS 2 charge) 9,599 10,951
Other 93 17
Total charge in respect of share-based payments 9,692
10,968
11. Principal risks and uncertainties
The principal risks and uncertainties impacting the Group are described in the
2024 Annual Report. They include: reliance on key customers, failure to manage
growth, change in government policy, failure to develop new products,
competitor actions, reliance on third-party technology and communication
systems, reputational risk, dependence on partners, loss of key personnel,
supply chain, product liability, foreign exchange risk, credit risk, business
taxation, bid pricing, cyber security/business interruption, intellectual
property/patents and operating in global markets.
12. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
section of the notes.
The Group's other related party transactions were the remuneration of key
management personnel. Details of Directors' remuneration for the year are
provided in the Remuneration Committee Report of the Annual Report for the
year ended 31 December 2024 on page 55.
£100,000 (2023: £100,000) was paid to TFM Developments Ltd, a company of
which Sara Murray is a director. The transaction relates to a licence fee paid
in respect of a patent owned by the company used by the Group as part of its
continuing research and development activities.
£25,000 (2023: £nil) was paid to Brennan and Partners Limited, a company
controlled by Alexander Brennan for additional fees payable to Alexander
Brennan over and above his normal contracted days for his role as
Non-Executive Chair of the Company.
13. Contingent Liabilities
The Group continues to defend a claim filed with the High Court in 2023. The
claim has been brought by a small number of former shareholders in Buddi
Limited, a subsidiary of the Company, relating to the acquisition of Buddi
Limited, dating back to 2018 (the "Litigation"). These shareholders
represented an interest of approximately 7.9% of the share capital of Buddi
Limited as at May 2018 (the "Claimants").
The Claimants claim that they were forced to sell their shares in Buddi
Limited in May 2018 and were not given the opportunity to reinvest into Big
Technologies as they say was the case with other shareholders in Buddi
Limited. The Claimants are seeking to be re-instated onto the register of
Buddi Limited, to be paid their share of total distributions by Buddi Limited
from May 2018 onwards, which total approximately £70.1m, and to be awarded
damages.
The outcome of the Litigation is uncertain, and any possible award cannot be
reliably estimated at this stage.
14. Events after the reporting period
1. On 18 March 2025, the Company announced that it had suspended Sara
Murray from her role as Chief Executive Officer, owing to concerns in respect
of her conduct.
On 31 March 2025 the Company subsequently announced that it had dismissed Sara
Murray from her role as Chief Executive Officer, terminated her employment
contract with the Company and removed her as a Director. On the same date the
Company issued legal proceedings and an application for a freezing order
against Sara Murray and others in the High Court.
The legal proceedings are at an early stage and make demands for substantial
sums in compensation including damages and for costs and liabilities of
defending potential claims which may be made against the Group as a result of
Sara Murray's alleged wrongdoing.
The Group has spent £2.1m in legal and advisory fees in relation to these
proceedings, from the balance sheet date through and including 30 April 2025.
2. The Company continues to defend a claim filed with the High Court
in 2023. The claim has been brought by a small number of former shareholders
in Buddi Limited, a subsidiary of the Company, relating to the acquisition of
Buddi Limited, dating back to 2018 (the "Litigation"). On 31 March 2025, the
Company announced that in the context of this Litigation, Sara Murray had
provided untrue information to the Company and its lawyers (and to the Court
in providing statements of truth in filed documents) in relation to her
interests in, and relationship with certain other former shareholders of Buddi
Limited who are current shareholders of the Company.
As a result of these actions by Sara Murray, the Company is considering its
position in relation to this Litigation. The Litigation is currently scheduled
for trial in June 2026 and further details of the claim and related legal
costs are included in Note 8.
3. Sara Murray was a beneficiary under the Growth Share Plan and the
holder of 47 A Shares in Buddi Limited as at 31 December 2024. In accordance
with the provisions of the articles in Buddi Limited these shares have been
bought back for a consideration of £1 per A share and cancelled. As a result
of this cancellation, the future dilution for Big Technologies plc
shareholders resulting from the Growth Share Plan, has been reduced by
17,489,971 shares.
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