REG - itim Group PLC - Full Year Results and Notice of AGM
13/05/2025 07:00
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RNS Number : 3301I itim Group PLC 13 May 2025
13 May 2025
itim Group plc
("itim" or "the Company" and together with its subsidiaries "the Group")
Full year results for the year ended 31 December 2024
Notice of AGM
itim Group plc, a SaaS based technology company that
enables store-based retailers to optimise their businesses to improve
financial performance, is pleased to announce its audited results for the
year ended 31 December 2024.
Financial Highlights
· Group revenues increased by 11% to £17.9 million (2023: £16.1 million)
· Annual recurring revenue ("ARR") is £13.0 million (2023: £13.2 million)
· Group Adjusted EBITDA* up 260% to £2.5 million (2023: £0.7 million)
· Adjusted EBITDA* margin increased by 10 percentage points ("PPT") to 14%
(2023: 4%)
· Profit before tax for the year is £0.2m compared to a loss in 2023 of £1.1m
· Adjusted Earnings per share** 0.64 pence (2023: -2.86 pence)
· Closing cash balances were £3.8 million up from £1.9 million at 31 December
2023
* EBITDA has been adjusted to exclude share-based payment charges, exceptional
items, along with depreciation, amortisation, interest and tax from the
measure of profit.
** The profit measure has been adjusted to exclude exceptional items and share
option charge
Ali Athar, Chief Executive, commented: "I'm pleased to share itim's full year
results, which reflect meaningful progress across the business. Revenue growth
of 11% and a significant improvement in adjusted EBITDA demonstrate the impact
of our focus on commercial execution. Our improved margins and strengthened
cash position underline a more resilient financial foundation.
"We continue to invest in innovation and product excellence, underpinned by
our unified retailing platform, 'UNIFY.' The strides we've made this year are
a direct reflection of the commitment and talent of our team, as well as the
continued trust placed in us by our customers. Our ability to deliver
cost-effective solutions in a complex retail environment is driving growing
interest in our platform and reinforcing our reputation as a valued partner.
As we look ahead, the Board remains cautiously optimistic that our focus on
margin enhancement and efficiency will support continued momentum and
long-term value creation. I look forward to providing further updates in due
course."
Copies of the Annual Report and Accounts for FY2024 with the notice of annual
general meeting have been posted to shareholders today and are available on
the Company's website www.itim.com. The Company intends to hold its annual
general meeting at the offices of the Company, 2nd Floor, Atlas House, 173
Victoria Street, London SW1E 5NA on 13(th) June 2025 at 10.30 a.m.
Enquiries:
Itim Group plc Ali Athar, CEO 0207 598 7700
Ian Hayes CFO
Zeus (NOMAD & Broker) Katy Mitchell 0203 829 5000
Harry Ansell
Darshan Patel
IFC Advisory Graham Herring 0207 3934 6630
Florence Staton
ABOUT ITIM
itim was established in 1993 by its founder, and current Chief Executive
Officer, Ali Athar. itim was initially formed as a consulting business,
helping retailers effect operational improvement. From 1999 the Company began
to expand into the provision of proprietary software solutions and by 2004 the
Company was focused exclusively on digital technology. itim has grown both
organically and through a series of acquisitions of small, legacy retail
software systems and associated applications which itim has redeveloped to
create a fully integrated end to end Omni-channel platform.
CHAIRMAN'S STATEMENT
I am delighted to deliver my first annual report as Non-Executive Chairman and
I proud to reflect on a noteworthy period of growth and achievement for the
Company. Our performance over the past year has been especially strong,
underscoring the resilience of our business model, the dedication of our team,
and the continued trust placed in us by our customers and shareholders.
As highlighted in our trading update in February 2025, we were extremely
pleased to report numbers that were significantly ahead of market expectations
at the time. This achievement is a testament to the hard work of our team and
the value we continue to deliver to our customers. The cost efficiencies we
offer to the retail industry have driven increased demand for our products,
reinforcing our position as a trusted partner in the sector.
We were especially proud of the strategic milestones reached in 2024. We
secured a five-year multi-million-pound contract with Assaí Atacadista,
Brazil's largest wholesaler, which leveraged our UNIFY Price & Promotions
Optimisation solution powered by Profimetrics AI to enhance its pricing
strategies. Additionally, we signed a five-year contract extension with toy
retailer The Entertainer, as it expanded its use of our Unify Platform to
support its partnership with Tesco and also renewed our long-standing
partnership with Majestic Wine, the UK's largest specialist wine retailer, for
another five years. This subscription renewal for our UNIFY platform covered a
wide range of operations, from EPOS and e-commerce to stock management and
business intelligence, reinforcing our commitment to providing comprehensive,
integrated solutions.
We are also pleased to welcome Dennis Layton as Non-Executive Director to the
Board. Dennis brings a wealth of experience in management consulting and
organisational transformation, and his insights will undoubtedly strengthen
our strategic direction.
As we look ahead, we remain mindful of the broader market backdrop and
potential challenges. However, our continued investment in innovation,
operational excellence, and customer-centricity gives us confidence in our
long-term prospects. Our focus remains on delivering sustainable growth,
expanding our client relationships, and providing best-in-class solutions that
empower retailers to thrive.
I would like to take this opportunity to extend my heartfelt gratitude to my
predecessor, Michael Jackson, for his exceptional leadership and unwavering
support during his tenure as Chairman.
Finally, I would also like to express my sincere gratitude to our shareholders
for their continued trust, to our customers for their partnership, and to our
employees for their dedication.
Colin Price
Chairman
12th May 2025
CHIEF EXECUTIVE'S REVIEW
I am pleased to present our Annual Report for 2024, the most pivotal year for
itim since our IPO. We have successfully returned the business to
profitability, with EBITDA increasing by 260%, transforming a £0.9m loss in
2023 into a £0.2m profit in 2024. This strong financial performance was
further reinforced by a significant year-end cash balance of £3.8m,
positioning us well for future growth and investment.
As we reflect on another year, we are proud of the substantial progress we
have made in shaping the retail technology landscape. Over the past two
decades, itim has made a substantial investment in the continuous development
of our UNIFY platform, which has become the cornerstone of our ability to
deliver end-to-end solutions for retailers.
We live in a competitive world, with well-established players such as SAP,
Oracle, and Microsoft competing at the large end of the market, and hundreds
of best-of-breed vendors targeting niche components of the retail value chain
at the smaller end. Against this backdrop, our mission is clear: to
differentiate ourselves by focusing on delivering tangible business outcomes
for our customers.
Despite ongoing investment in technology, we consider many UK retailers have
lacked significant productivity improvements and with the current Government
imposed cost increases, profitability is declining. Recent research by itim of
120 mid-sized UK retailers revealed that 85% of retailers are reporting
profits under 5% of turnover. We believe this highlights the pressing need for
solutions that go beyond mere software and directly address the fundamental
challenge of profitability.
As experts in retail, we firmly believe that technology should do more than
simply automate processes, it must drive measurable business outcomes. Our
focus on helping retailers increase revenues, reduce costs, improve margins,
and optimise working capital is what truly sets itim apart. The UNIFY platform
is not just about enhancing operational efficiency; it is designed to empower
our clients to thrive in an increasingly complex and competitive retail
environment. By aligning technology with tangible business goals, we enable
our customers to not only meet today's challenges but to seize new
opportunities for growth and profitability.
Historically many companies turn to management consultancies to guide them
through business transformation and help them put together their technology
platforms by integrating best of breed software vendors with ERP systems. We
recognise that such engagement is often very expensive and beyond the reach of
many retailers. This is where itim can provide significant value. Our solution
is designed to ensure that our customers can navigate today's challenges
without the prohibitive costs traditionally associated with digital
transformation. By offering both a sophisticated fully integrated technology
platform and the expertise to drive real business outcomes, we believe we are
one of the few players capable of helping retailers succeed in a rapidly
evolving market.
A core aspect of our strategy in 2024 was to increase our focus on services
revenue. By helping our customers maximise the value of our platform, we are
not only improving their profitability but also strengthening our own
financial position. Services revenue create a strong pipeline for future
growth which allows us to further solidify customer relationships and generate
references which we believe is the best route for acquiring new customers. As
we acquire new customers, we are confident these will not only translate into
increased subscription revenues which strengthens our long-term future but
also provide services revenues in the short term as newly acquired customers
continue to maximise their use of our platform as we deliver proven success.
As we look to the future, we are excited about the opportunities that lie
ahead. In the current economic environment, the need for retail technology
that can drive profitability and business transformation is greater than ever.
With a strong pipeline of new customers and a solid track record of delivering
superior outcomes, we are well-positioned for continued success. Our
commitment to providing both cutting-edge technology and business results
ensures that itim remains a trusted partner to retailers striving to stay
ahead of the curve.
In closing, we are confident that our strategy, rooted in a commitment to
delivering business outcomes, driving profitability, and offering an
affordable path to transformation for our customers will continue to set us
apart in the marketplace. We remain deeply committed to helping our customers
succeed, and we look forward to the next chapter of growth and innovation at
itim.
Ali Athar
Chief Executive officer
12th May 2025
CHIEF FINANCIAL OFFICER'S REVIEW
Income Statement
Overview
In the 2023 Annual report, the Board set out itim's strategic shift in
business focus from subscription growth to prioritising profitability and
cashflow through driving services revenues to adapt to global uncertainties
and market conditions.
I am pleased to report strong progress in the first year of our strategic
shift, with EBITDA increasing significantly to £2.5m from £0.7m in 2023.
Notably, the business has delivered a positive swing from a £0.9m loss in
2023 to a £0.2m profit in 2024, a clear indication of the effectiveness of
our strategy and the resilience of our operating model.
Revenue
Our revenue streams are split between subscription revenues generated from
contracts which provide long term growth, sustainability and stability to the
business, and short-term services project revenues which drive profitability
and cash. Revenues for the year were £17.9m up from £16.1m in 2023, an
increase of 11%. With subscription revenues remaining relatively steady during
the year, the increase was largely due to an increase in project revenues
which rose by 34%.
Despite the shift towards driving services revenues, the quality and certainty
of recurring revenues as a percentage of total turnover remained high at 75%
(2023: 79%).
Gross profit
With increased focus on project revenues, whilst ensuring an appropriate cost
base to deliver those projects, the gross profit margin increased to 40.1% up
from 31.2% in 2023.
Furthermore, with excess capacity in our hosting environment, as new
subscription revenues are on boarded to the hosting infrastructure, these will
contribute to improving margins without incurring additional costs to the
Company.
Administrative expenses
As anticipated, the administrative cost base increased by 8% over 2023 due to
bonuses paid to the performing proposition teams. As a percentage of sales,
administrative expenses have decreased from 27% in 2023 to 26% in 2024 and we
only anticipate large fluctuations in overhead costs due to increased
marketing spend.
Foreign exchange rates
With 30% of ARR denominated in foreign currencies at the year end, and with
sterling at a three year high against the Euro and the Brazilian Real at 31st
December 2024, it is inevitable that ARR decreased due to the impact of
foreign exchange movements as Sterling strengthened by 25% against the Real
representing 17% of our ARR and 5% against the Euro representing 8% of the
year end balances.
The table below sets out the percentage of annual contracts in the foreign
currencies in which we trade and its impacts.
FX Rates 31-Dec-23 31-Dec-24 2024 2023 Average 2024 Average 2024
(% of ARR at year end) FX rate FX rate Variance % FX rate FX rate Variance %
£GBP/Euro (ARR 8%) 1.153 1.210 5% 1.149 1.165 1%
£GBP/BRL (ARR 17%) 6.180 7.744 25% 6.209 6.139 -1%
£GBP/USD (ARR 5%) 1.273 1.252 -2% 1.243 1.263 2%
Despite the substantial strengthening of Sterling at the year end, foreign
exchange rates remained relatively static during the year with minimal
volatility on the P&L.
Taxation
The Group continues to take advantage of R&D tax credits as it continues
to innovate its technology offering. The current year tax credit is made of up
of a net current tax credit of £0.22m (2023: £0.34m) and a deferred tax
charge of £0.19m (2023: £0.13m).
Earnings/(Loss) per share
Basic EPS for the year was 0.64p (2023: -2.86p) and the diluted EPS was 0.57p
(2023: -2.86p).
On an adjusted profit basis after adjusting for exceptional items and the
share option charge the adjusted earnings basic EPS was 1.09p (2023: -2.86p)
and the adjusted earnings diluted EPS was 0.98p (2023: -2.86p).
Dividend
The Board does not propose to pay a dividend in respect of the financial year
(2023: £nil).
Group Statement of Financial position
The Group had net assets of £11.6m at 31st December 2024 (2023: £11.5m) an
increase of £0.1m attributable to the total comprehensive income for the
year.
Cash flow and working capital
The Group ended the year with a cash balance of £3.8m (2023: £1.9m).
Cash generated from operating activities for the year amounted to £4.18m
(2023: £0.53m). There were no further inflows from investing activities
during the year (2023: £nil). Cash expended on capitalised product
development was £1.66m (2023: £1.95m) payment of interest, lease liabilities
and equipment amounted to £0.64m (2023: £0.54m). No loans were made in the
year (2023: £nil). Which taken together with our opening cash balance of
£1.9m gives the closing cash balance at the year-end.
Equity
There were no changes in equity during the year.
Ian Hayes
Chief Financial Officer
12th May 2025
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2024
Total Total
Note 2024 2023
£'000 £'000
Revenue 4,5 17,908 16,130
Cost of sales (10,724) (11,090)
Gross profit 7,184 5,040
Administrative expenses (4,716) (4,356)
EBITDA 2,468 684
Amortisation of intangible assets 12 (1,400) (1,146)
Depreciation 13 (62) (49)
Depreciation of right-of-use/HP assets 19,13 (594) (545)
Profit/(Loss) from operations 412 (1,056)
(141) -
Exceptional
Other interest (96) (41)
Profit/(Loss) on ordinary activities before taxation 6 175 (1,097)
Taxation 10 25 205
Profit/(Loss) for the year 200 (892)
Other comprehensive income
Exchange differences on retranslation of foreign operations (113) (56)
Total comprehensive loss for the year net of tax 87 (948)
Earnings/(Loss) per Share
Basic 11 0.64p (2.86)p
Diluted 11 0.57p (2.86)p
All comprehensive income for continuing operations is shown above.
The notes form part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share Capital Foreign Retained
Share Share options redemption exchange profits/
capital premium reserve reserve reserve (losses) Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2023 1,561 7,398 513 1,103 150 1,752 12,477
Comprehensive income for the year - - - - - (892) (892)
Foreign exchange movement - - - - (56) - (56)
Total comprehensive income - - - - (56) (892) (948)
Share option charge - - - - - - -
At 31 December 2023 1,561 7,398 513 1,103 94 860 11,529
Comprehensive income for the year - - - - - 200 200
Foreign exchange movement - - - - (113) - (113)
Total comprehensive income - - - - (113) 200 87
At 31 December 2024 1,561 7,398 513 1,103 (19) 1,060 11,616
The notes form part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2024
Note 2024 2023
£'000 £'000
Non-current assets
Intangible assets 12 11,229 11,109
Plant and equipment 13 254 476
Right-of-use assets 19 770 1,058
Deferred tax 10 - 13
Total non-current assets 12,253 12,656
Current assets
Trade and other receivables 15 3,636 5,385
Cash and cash equivalents 3,795 1,930
Total current assets 7,431 7,315
Total assets 19,684 19,971
Current liabilities
Trade and other payables 16 (6,273) (6,398)
Right-of-use liability 19 (284) (287)
Total current liabilities (6,557) (6,685)
Non-current liabilities
Trade and other payables due in more than one year 17 (183) (347)
Right-of-use liability 19 (535) (795)
Deferred tax 10 (793) (615)
Total non-current liabilities (1,511) (1,757)
Total liabilities (8,068) (8,442)
Net assets 11,616 11,529
Capital and reserves
Called up share capital 21 1,561 1,561
Share premium account 22 7,398 7,398
Share options reserve 22 513 513
Capital redemption reserve 22 1,103 1,103
Foreign exchange reserve 22 (19) 94
Retained profit 22 1,060 860
Shareholders' funds 11,616 11,529
These financial statements were approved and authorised for issue by the Board
of Directors on 12th May 2025.
Signed on behalf of the Board of Directors
I D Hayes
Director
The notes form part of these financial statements.
Company Statement of Financial Position
As at 31 December 2024
Note 2024 2023
£'000 £'000
Non-current assets
Intangible assets 12 300 350
Plant and equipment 13 104 374
Investments 14 5,071 5,071
Right-of-use assets 19 401 551
Trade and other receivables due in more than one year 15 1759 -
Total non-current assets 7,635 6,346
Current assets
Trade and other receivables 15 14,396 15,491
Cash and cash equivalents 178 140
Total current assets 14,574 15,631
Total assets 22,209 21,997
Current liabilities
Trade and other payables 16 (792) (827)
Deferred tax 10 (17) (72)
Right-of-use liability 19 (144) (131)
Total current liabilities (953) (1,030)
Non-current liabilities
Trade and other payables due in more than one year 17 (148) (347)
Right-of-use liability 19 (271) (414)
Total non-current liabilities (419) (761)
Total liabilities (1,372) (1,791)
Net assets 20,837 20,186
Capital and reserves
Called up share capital 21,24 1,561 1,561
Share premium account 22,24 7,398 7,398
Share options reserve 22,24 513 513
Capital redemption reserve 22,24 1,103 1,103
Retained profit 22,24 10,262 9,611
Shareholders' funds 20,837 20,186
These financial statements were approved and authorised for issue by the Board
of Directors on 12th May 2025.
Signed on behalf of the Board of Directors
I D Hayes
Director
The notes form part of these financial statements.
Consolidated Cash Flow Statement
Year ended 31 December 2024
Note 2024 2023
£'000 £'000
Cash flows from operating activities
Profit/(Loss) after taxation 200 (892)
Adjustments for:
Taxation 10 (25) (205)
Other interest on leases 19 96 41
Amortisation and depreciation 12,13,19 2,056 1,740
Cash flows from operations before changes in working capital 2,327 684
Movement in trade and other receivables 15 1,528 (1,297)
Movement in trade and other payables 16 (55) 678
Cash generated from operations 3,800 65
Corporation tax 377 462
Net cash flows from operating activities 4,177 527
Cash flows from investing activities
Capital expenditure on intangible assets 12 (1,601) (1,870)
Purchase of plant and equipment 13 (61) (77)
Stamp duty on ROU lease renewal - (6)
Net cash flows from investing activities (1,662) (1,953)
Interest repayments 18 (50) (16)
Payment of lease liabilities 19 (589) (528)
Net cash flows from financing activities (639) (544)
Net decrease in cash and cash equivalents 1,876 (1,970)
Cash and cash equivalents at beginning of year 3,922
1,930
Exchange (losses)/gains on cash and cash equivalents (11) (22)
Cash and cash equivalents at end of year 3,795 1,930
The notes form part of these financial statements.
Company Cash Flow Statement
Year ended 31 December 2024
2024 2023
£'000 £'000
Cash flows from operating activities
Profit after taxation 651 924
Adjustments for:
Taxation 10 (55) (12)
Amortisation and depreciation 12,13,19 470 273
Finance costs 58 18
Finance income (49) (49)
Cash flows from operations before changes in working capital 1,075 1,154
Movement in trade and other receivables 15 (615) (2,016)
Movement in trade and other payables 16 11 190
Cash generated from operations 471 (672)
Net cash flows from operating activities 471 (672)
Cash flows from investing activities
Stamp duty on ROU lease renewal - (6)
Net cash flows from investing activities - (6)
Cash flows from financing activities
Interest paid 18 (50) (16)
Payment of lease liability (383) (207)
Net cash flows from financing activities (433) (223)
Net decrease increase in cash and cash equivalents 38 (901)
Cash and cash equivalents at beginning of year 140 1,041
Cash and cash equivalents at end of year 178 140
The notes form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
The consolidated financial statements of ITIM Group plc and its subsidiaries
(collectively, the Group) for the year ended 31 December 2024 were authorised
for issue in accordance with a resolution of the directors on 12th May 2025.
itim Group plc ("the Company") is a public limited company incorporated and
domiciled in the UK. The nature of the operations and principal activities of
the Company and its subsidiary undertakings (the "Group") are set out in the
Strategic Report on pages 3 to 11 and the Directors' report on pages 26 to 27.
2. Basis of preparation
The consolidated financial statements of the Group are prepared under IFRS and
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 applicable to
companies reporting under IFRS.
The Company's financial statements have been prepared under IFRS and
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and as permitted by
section 408 of the Companies Act 2006, no income statement is presented for
the company. The Company made a profit of £650,823 for the year ended 31
December 2024 (2023: £923,983)
The financial statements are presented in GBP, which is also the company's
functional currency.
Amounts are rounded to the nearest thousand, unless otherwise stated.
The financial statements have been prepared on the going concern basis.
3. Summary of significant accounting policies
Basis of consolidation
The Group financial statements consolidate the financial statements of the
company and its subsidiary undertakings drawn up to 31 December each year. The
results of subsidiaries acquired or sold are consolidated for the periods from
or to the date on which control passed. Acquisitions are accounted for under
the acquisition method.
Subsidiaries
Subsidiaries are all entities over which the Group has the ability to exercise
control and are accounted for as subsidiaries. The results of subsidiaries are
included in the Group income statement from the date of acquisition until the
date that such control ceases. Intercompany transactions and balances between
Group companies are eliminated upon consolidation.
Revenue recognition
Revenue was recognised to the extent that it was probable that the economic
benefits would flow to the Group and the revenue could be reliably measured.
Revenue represents the amounts (excluding value added tax) derived from the
provision of goods and services to third party customers during the year by
the group. Revenue is derived from the Group's principal activity and excludes
VAT.
The Group derives revenue from two principal sources as noted below:
Recurring revenue
1. Recurring revenue consists of:
· Subscriptions - revenue from subscriptions derive from the Group's
hosted software-as-a-service subscription application, which allows customers
to use hosted software over the contract period without taking possession of
the software. Revenue is recognised over the contract period, commencing on
the date of the service go live which gives the customer the right-to-use and
access the platform.
· Support and maintenance - derive from support services and
software upgrades offered to customers using the Group's software products.
Revenue is recognised over the contract period, commencing on the go-live date
of the implementation which gives the customer the right to access support
services and the right to receive upgrades.
2. One off revenue
One off revenue consists of:
· Licences - the performance obligation for the provision of
licences is considered to be satisfied when the agreement is signed by the
customer and they are given access to the related software intellectual
property ("IP") without any requirement to provide updates. It is recognised
in full at the transaction price and over the period of implementation before
the go live date of the implementation.
· Services - Services revenue relate to design and implementation
services for each customer. Services enhance an asset that the customer
controls and the Group creates specific fit for purpose assets which cannot be
used elsewhere. The transaction price is the amount determined by fixed price
contracts or on a time and materials basis where the Group has a right for
consideration for work performed to date. Under the terms of the contracts,
the Group has a right to invoice at the achievement of various milestones in
the contract.
· Services are recognised over time and management consider the
time spent as a proportion of total time expected is the most appropriate
basis for recognition of this revenue stream as staff time is the main input
into the delivery of the service. Any differences to the revenue measured by
the above method and the amounts invoiced are included in the balance sheet.
Further information on the contracts assets or contract liabilities are
included in note 4.
Intangible assets - Goodwill
Goodwill is not amortised but tested for impairment annually and whenever
impairment indicators require. In most cases the Group identified its cash
generating units as one level below that of an operating segment. Cash flows
at this level are substantially independent from other cash flows and this is
the lowest level at which goodwill is monitored. A goodwill impairment loss is
recognised in the Statement of Comprehensive Income whenever and to the extent
that the carrying amount of a cash-generating unit exceeds the unit's
recoverable amount, which is the greater of value in use and fair value less
cost to sell.
Negative goodwill relating to intangible fixed assets requires immediate
recognition in the Statement of Comprehensive Income.
In calculating goodwill, the total consideration, both actual and deferred, is
taken into account. Where the deferred consideration is contingent and
dependent upon future trading performance, an estimate of the present value of
the likely consideration payable is made. This contingent consideration is
re-assessed annually. The difference between the present value and the total
amount payable at a future date gives rise to a finance charge which is
charged to the Statement of Comprehensive Income and credited to the liability
over the period in which the consideration is deferred. The discount used
approximates to market rates.
Intangible assets - research and development expenditure
Research expenditure is written off as incurred. Internally generated
development expenditure is also written off, except where the directors are
satisfied as to the technical, commercial and financial viability of
individual projects. In such cases, the identifiable expenditure is
capitalised and amortised over the period during which the group is expected
to benefit. This period is seven years. Provisions are made for any
impairment.
Intangible assets - other
Other intangible assets recognised in these financial statements consist of
Customer contracts and relationships and Intellectual Property Rights acquired
on the acquisition of EDI Plus Limited along with the purchase of the
intellectual property rights of software.
Amortisation is calculated to write off their cost or valuation less any
residual value over their estimated useful lives as follows:
Customer contracts and relationships - straight line over 10 years
Intellectual Property Rights - straight line over 10 years
Intellectual property rights of software - straight line over 7 years
The amortisation of intangible fixed assets is shown as a separate line in the
Consolidated Statement of Comprehensive Income.
The carrying values of intangible assets are reviewed for impairment whenever
events or changes in circumstances indicate the carrying value may not be
recoverable.
Impairment non-current assets
For the purposes of impairment testing, goodwill is allocated to each of the
Group's cash-generating units. A cash-generating unit to which goodwill has
been allocated is tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit
pro-rata based on the carrying amount of each asset in the unit.
Any impairment loss for goodwill is recognised directly in profit or loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
Foreign currencies
Transactions denominated in a foreign currency are translated into sterling at
the rate of exchange ruling at the date of the transaction. At the balance
sheet date, monetary assets and liabilities denominated in foreign currency
are translated at the rate ruling at that date. All exchange differences are
dealt with in the Statement of Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair
value is determined. The gain or loss arising on translation of non-monetary
measured at fair value is treated in line with the recognition of gain or loss
on change in fair value in the item.
For consolidation purposes, the assets and liabilities of overseas subsidiary
undertakings are translated at the functional currency at the rate of exchange
ruling at the reporting date. Profit and loss accounts of such undertakings
are consolidated at the average rate of exchange during the year. Exchange
differences arising are included in a separate component of equity.
Plant and equipment
Plant and equipment is carried at cost less accumulated depreciation and any
recognised impairment in value. Cost comprises the aggregate amount paid to
acquire asset and includes costs directly attributable to making the asset
capable of operating as intended.
Depreciation of plant and equipment is calculated to write off their cost or
valuation less any residual value over their estimated useful lives as
follows:
Computer equipment - straight line over 3 years
Office equipment - straight line over 3 years
Fixtures and fittings - straight line over 3 years
The assets' residual values, useful lives and methods of depreciation are
reviewed, and adjusted if appropriate on an annual basis. An asset is
de-recognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on de-recognition of the
asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement in the
period that the asset is derecognised. The carrying values of tangible fixed
assets are reviewed for impairment in periods if events or changes in
circumstances indicate the carrying value may not be recoverable.
Fixed asset investments
Subsidiaries are measured at cost less impairment.
Investments are reviewed for impairment at the end of the first full financial
year following the acquisition and in other periods if events or changes in
circumstances indicate that the carrying value may not be recoverable.
Provision is made for any impairment.
Trade and other receivables
Trade and other receivables are initially stated at their fair value plus
transaction costs, then subsequently at amortised cost using the effective
interest method if applicable, less impairment losses. Provisions against
trade and other receivables are made when there is objective evidence that the
Group will not be able to collect all amounts due to them in accordance with
the original terms of those receivables. The amount of the write down is
determined as the difference between the asset's carrying amount and the
present value of estimated future cash flows.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with
an original maturity of three months or less. Bank overdrafts that are
repayable on demand and form an integral part of cash management are included
as components of cash and cash equivalents for the purposes of the cash flow
statement.
Trade and other payables
Trade and other payables are recognised at original cost.
Loans and borrowings
Loans and borrowings are recorded at amortised cost using the effective
interest method, with interest-related charges recognised as an expense in
finance cost in the statement of comprehensive income.
Leases - as a lessee
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of fixed
lease payments. The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined, the lessee's
incremental borrowing rate is used, being the rate that the lessee would have
to borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset with similar terms, security and conditions.
Lease payments are allocated between principal and finance costs. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.
Right-of-use assets are measured at cost comprising the initial measurement of
lease liability, any lease payments made at or before the commencement date
less any lease incentives received, and any initial direct costs.
Right-of-use assets are depreciated over the shorter of the asset's useful
life and the lease term on a straight-line basis.
Payments associated with low-value items and leases of a duration less than 1
year are recognised as an expense in profit or loss on a straight-line basis.
Income taxes
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered from or paid to the taxation
authorities based on the tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date. Deferred tax is
calculated on an undiscounted basis at the tax rates that are expected to
apply in the period when the liability is settled based on the tax rates and
tax laws enacted or substantively enacted by the balance sheet date.
Deferred tax liabilities are recognised for all taxable temporary differences,
except when the deferred tax liability arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences,
carry forward of unused tax credits and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised except when the deferred tax asset
relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Finance costs
Finance costs comprise interest payable on loans from directors and third
parties and are recognised on an accruals basis.
Share-based payments
The group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market-based vesting conditions) at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payments
is expensed on a straight-line basis over the vesting period, based on the
group's estimate of shares that will eventually vest and adjusted for the
effect of non-market-based vesting conditions
Fair value is measured by 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 non-transferability, exercise restrictions, and behavioural
considerations.
Pension contributions
The company operates a defined contribution scheme for its employees.
Contributions are charged to the Statement of Comprehensive Income in the year
they are payable. The assets of the scheme are held separately from those of
the group.
Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Use of assumptions and estimates
The Group makes judgements, estimates and assumptions that effect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the related
actual results but are based on historical experience and expectations of
future events. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision effects only that period, or
in the period of revision and future periods if the revision effects both
current and future periods.
The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the financial statements are
discussed below.
Useful economic lives of intangible assets
Intangible assets are amortised over their useful lives. Useful lives are
based on management's estimates, which are periodically reviewed for continued
appropriateness. Changes to estimates can result in variations in the carrying
values and amounts charged to the statement of comprehensive income in
specific periods.
Change in accounting policies
(a) New and amended standards adopted by the Company
The following new standards and amendments to standards are mandatory for the
first time for the financial year beginning 1st January 2024. The Group has
assessed their impact and adopted the relevant changes in its financial
statements for the year ended 31 December 2024.
Key amendments that have had a material impact include:
Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current
(effective 1 January 2024) - These amendments clarify the criteria for
classifying liabilities and address how covenants affect classification.
(b) New standards, interpretations, and amendments not yet effective
A number of standards, amendments to standards, and interpretations have been
issued by the IASB that are effective in future accounting periods but have
not been early adopted by the Group. These include:
Amendments to IFRS 9 - Financial Instruments: Contractual Cash Flow
Characteristics (effective 1 January 2025) - This clarifies how to assess
contractual terms of financial assets for classification purposes.
Amendments to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 -
Comparative Information (effective 1 January 2025) - These amendments provide
transition relief for insurers when first applying IFRS 17.
Lack of Exchangeability - Amendments to IAS 21 (effective 1 January 2025) -
These amendments clarify the criteria for determining whether a currency is
exchangeable and how to estimate an appropriate exchange rate when
exchangeability is lacking. The Group is currently assessing the impact of
these amendments on its foreign currency transactions and financial statement
presentation.
The Group is currently assessing the potential impact of these new standards
and amendments on future financial statements.
4. Segmental reporting
The chief operating decision maker ("CODM") for the purpose of IFRS 8 is the
Board. Segments are determined by reference to the internal reports reviewed
by the Board. The group's operations relate to the provision of technology
solutions to help clients drive revenues and profit.
The Group measures the performance of its operating segments through a measure
of segment profit or loss which is referred to as EBITDA. This measure is
reported to the CODM for the purposes of resource allocation and assessment of
performance. The measure is the same as reported in the historic financial
information.
Information about geographic location by key segments
Year ended 31 December 2024
UK Portugal Total
£'000 £'000 £'000
Revenue 13,055 4,853 17,908
Non-current assets 10,219 2,034 12,253
Year ended 31 December 2023
UK Portugal Total
£'000 £'000 £'000
Revenue 11,650 4,480 16,130
Non-current assets 10,608 2,094 12,702
Information about major customers
Transactions with a single customer exceeding 10% of total revenue amounted to
£6,243K in the year (2023: £5,381K) and related to 2 customers (2023: 2).
5. Revenue
The analysis of the Group's revenue by geographical destination is set out
below.
2024 2023
£'000 £'000
United Kingdom 12,462 11,179
Europe 231 385
Rest of World 5,215 4,566
17,908 16,130
A breakdown of revenue by the two revenue streams as detailed in accounting
policies is shown below:
2024 2023
£'000 £'000
Recurring revenue 13,441 12,732
One off revenue 4,467 3,398
17,908 16,130
Revenue is either recognised at a point in time or over the period of the
contract in line with the accounting policy (note 2).
The following table provides information on contract assets and contract
liabilities from contracts with customers:
2024 2023
£'000 £'000
Contract assets 214 287
Contract liabilities 3,023 3,031
Contract assets ("accrued income") are recognised where there are excess of
revenues earned over billings. Contracts are classified assets when only the
act of invoice is pending, there is an unconditional right to receive cash and
only the passage of time is required as per contractual terms.
Contract liabilities ("deferred income") are recognised when there are
billings in excess of revenues. Contracts are classified as liabilities when
there is an obligation to transfer goods or services to a customer for which
the Group has received consideration from the customer (or the payment is due)
but the transfer has not yet completed. These arise based on the billing cycle
of the Group's revenues and all are expected to be reversed in under one year.
6. Profit/(Loss) on operating activities before taxation
Loss on ordinary activities before taxation is stated after charging:
2024 2023
£'000 £'000
Exceptional Items 141 -
Deprecation of owned tangible fixed assets 62 49
Depreciation of leased assets 594 545
Amortisation of intangible assets 1,400 1,146
Auditors' remuneration (see note 7) 70 70
Exceptional items relate to costs incurred in relation to the staff
restructuring and redundancies
7. Auditors' remuneration
The analysis of auditors' remuneration is as follows:
2024 2023
£'000
£'000
Fees payable to the company's auditors for the audit of the company's annual 36 37
accounts
Fees payable to the company's auditors and their associates for other services
to the group
• The audit of the company's subsidiaries pursuant to legislation 29 28
• Tax compliance services 5 5
Total other services 70 70
8. Employee information
Their aggregate emoluments were:
2024 2023
£'000
£'000
Wages and salaries 8,509 8,701
Social security costs 1,223 1,263
Other pension costs 294 307
Other benefits 351 338
10,377 10,609
The average monthly number of employees (including directors) during the year
for the group was as follows:
2024 2023
No.
No.
Selling and administration 28 29
Technical 138 144
166 173
9. Directors' emoluments
2024 2023
£'000
£'000
Aggregate emoluments 1,094 970
Pension contributions (money purchase schemes) 40 39
1,134 1,009
Directors' emoluments disclosed above include the following payments to the
highest director:
2024 2023
£'000
£'000
Aggregate emoluments 396 347
Pension contributions (money purchase schemes) 17 17
413 364
2024 2023
No.
No.
Number of directors to whom relevant benefits are accruing under:
Money purchase schemes 2 2
The above is equivalent to total key management personnel compensation. There
were no other key management personnel other than the Directors.
Further details of Directors remuneration can be found in the remuneration
report on pages 24 to 25.
Share based compensation
The Group operates an equity-settled share based compensation plan for
Directors and executives. In accordance with IFRS 1, the Group has elected to
implement the measurement requirements of IFRS 2 in respect of only those
equity-settled share options that were granted after 7 November 2002 and that
had not vested as at 1 January 2005. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense over
the vesting period. The total amount to be expensed over the vesting period is
determined by reference to the fair value of the options granted at the grant
date.
At each year end date, the Group revises its estimate of the number of options
that are expected to vest. It recognises the impact of the revision of
original estimates, if any, in the Statement of Consolidated Income, and a
corresponding adjustment to equity over the remaining vesting period. When
share options are cancelled the Group accounts for the cancellation as an
acceleration of vesting and therefore recognises immediately the amount that
otherwise would have been recognised for services received over the remainder
of the vesting period. The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised. The fair value of share options has
been assessed using the Black Scholes Model.
250,000 share options were granted to Directors in the period (2023 - Nil).
Included on the face of the Statement of Comprehensive Income, is a total
charge for share based payments of £Nil (2023: £Nil) which arises wholly
from transactions accounted for as equity settled share-based payments.
10. Taxation
(a) Taxation charge:
2024 2023
£'000
£'000
Total current income tax credit charged in the income statement
Research and development tax credit (220) (400)
Portugal corporate tax 15 19
Adjustment in respect of prior years (11) 40
Total current income tax (217) (341)
Deferred tax expense
Current year 191 136
191 136
Total income tax (25) (205)
(b) Taxation reconciliation:
The current income tax credit for the year is explained below:
2024 2023
£'000
£'000
Loss before tax 175 (1,097)
Loss at the standard UK income tax rate of 19% (2023: 19%) 33 (208)
Effects of:
Expenses not deductible for tax purposes 181 153
Capital allowances in excess of depreciation 46 44
Tax losses utilised as part of research and development tax credit (220) (400)
Unrelieved tax losses and other deductions arising in the year (13) 98
B/fwd losses relieved (213) (96)
Adjustment in respect of earlier year (11) 40
Difference in overseas tax rates and temporary GAAP differences (19) 28
Other deferred tax timing differences 191 136
Total income tax credited in the income statement (25) (205)
c) Deferred tax
The movements in the Group's deferred tax assets and liabilities during the
year are as follows:
Group Company
Deferred tax asset 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Category:
Acceleration capital allowances on PPE - UK - (15) - -
Accelerated capital allowances on development costs - UK - (734)
Tax losses available for carry forward - UK - 760 - -
Other timing differences - UK - 2 - -
At 31 December - 13 - -
Group Company
Deferred tax liability 2024 2023 2024 2023
£'000 £'000 £'000 £'000
Category:
Acceleration capital allowances on PPE - UK (40) (71) (20) (71)
Acceleration capital allowances on development costs - UK (796) - - -
Tax losses available for carry forward - UK 551 - - -
Other timing differences - UK 6 (1) 3 (1)
Arising on business combinations - UK (137) (161) - -
Acceleration capital allowances on development costs - Portugal (379) (382) - -
Other timing differences - Portugal 2 - - -
At 31 December (793) (615) (17) (72)
Group Company
Deferred tax movement 2024 2023 2024 2023
£'000 £'000 £'000 £'000
The movement on the deferred tax balance during the year is as follows:
Deferred Tax Asset - 13 - -
Deferred Tax Liability (793) (615) (17) (72)
Net Deferred Tax Balance (793) (602) (17) (72)
Charged to profit or loss 191 134 (55) (12)
Unrecognised Deferred Tax Assets
The Group has unrecognised deferred tax assets relating to tax losses carried
forward. These have not been recognised due to uncertainty regarding the
timing and probability of their recovery against future taxable profits.
The deferred tax balances have been measured using the enacted tax rates in
each jurisdiction Uk 19% (2023: 19%), Portugal 21% (2023: 21%)
11. Earnings/(Loss) per share
Basic and diluted loss per share is calculated by dividing the profit
attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the period. For the avoidance of doubt the
deferred shares have been excluded as they have no rights to profits or
capital. Additionally, the Company's ordinary shares were subject to a share
consolidation where 5 ordinary shares were converted into 1 ordinary share.
The comparative period weighted average number of shares has been adjusted for
this to aid comparison. The Company's share options have a dilutive effect
over the two-year period.
2024 2023
£'000 £'000
Profit/(Loss) after tax for the year 200 (892)
Share option charge - -
Exceptional 141
items
Adjusted profit/loss after tax for the year 341 (892)
Weighted average number of shares:
Basic - 000 31,211 31,211
Potentially dilutive share options - 000 3,657 3,657
Diluted average number of shares - 000 34,868 34,868
Profit/(Loss) per share:
Basic - pence on continuing operations 0.64 (2.86)
Diluted - pence on continuing operations 0.57 (2.86)
Adjusted earnings/(loss) - Basic - pence on continuing operations 1.09 (2.86)
Adjusted Diluted - pence on continuing operations 0.98 (2.86)
12. Intangible assets
Group
Purchase of software Acquired intellectual property rights Customer contracts
Development cost Goodwill Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2024 350 17,488 8,712 300 1,000 27,850
Foreign exchange differences - (161) - - - (161)
Additions - 1,593 - - - 1,593
At 31 December 2024 350 18,920 8,712 300 1,000 29,282
Amortisation
At 1 January 2024 - 11,527 4,759 105 350 16,741
Foreign exchange differences - (88) - - - (88)
Charge for the period 50 1,220 - 30 100 1,400
At 31 December 2024 50 12,659 4,759 135 450 18,053
Net book value
At 31 December 2024 300 6,261 3,953 165 550 11,229
At 31 December 2023 350 5,961 3,953 195 650 11,109
Goodwill arising prior to 1 January 2020 relates to acquisition prior to the
date of transition to IFRS of 1 January 2015 and therefore the exemption for
business combinations completed before that date has been applied and the
amounts not restated.
The Board consider that there is only one Cash Generating Unit. In
accordance with the accounting policy, goodwill is tested annually for
impairment, Management have used a fair value less cost of sales methodology
supported by offers for the Group and consider that the value supports the
carrying value of goodwill at each period end.
Company
Purchase of software Development
costs
Total
£'000 £'000 £'000
Cost
At 1 January 2024 350 13 363
Additions - - -
At 31 December 2024 350 13 363
Amortisation
At 1 January 2024 - 13 13
Charge for the period 50 - -
At 31 December 2024 50 13 63
Net book value
At 31 December 2024 300 - 300
At 31 December 2023 350 - 350
13. Plant and equipment
Group
Fixtures and equipment
Total
£'000 £'000
Cost
At 1 January 2024 1,937 1,937
Foreign exchange differences (4) (4)
Additions 61 61
Additions - HP assets 49 49
At 31 December 2024 2,043 2,043
Depreciation
At 1 January 2024 1,461 1,461
Foreign exchange differences (4) (4)
Charge for the period owned assets 62 62
Charge for the period - HP assets 270 270
At 31 December 2024 1,789 1,789
Net book value
At 31 December 2024 254 254
At 31 December 2023 476 476
Company
Fixtures and equipment Total
£'000 £'000
Cost
At 1 January 2024 837 837
Additions - -
At 31 December 2024 837 837
Depreciation
At 1 January 2024 463 463
Charge for the period 270 270
At 31 December 2024 733 733
Net book value
At 31 December 2024 104 104
At 31 December 2023 374 374
14. Investments
The principal subsidiaries of itim Group plc, all of which have been included
in these consolidated financial statements, are as follows:
Company
Shares in group undertaking Other investments Total
£'000 £'000 £'000
Cost
At 1 January 2024 and at 31 December 2024 8,005 46 8,051
Provision for impairment
At 1 January 2024 and at 31 December 2024 2,934 46 2,980
Net book value
At 31 December 2024 5,071 - 5,071
At 31 December 2023 5,071 - 5,071
The company holds more than 20% of the share capital of the following
companies:
Subsidiary undertakings Country of Percentage holding Class of share Principal activity Profit/ Net assets/
Incorporation
(loss)
(liabilities)
£'000 £'000
ITIM Limited England and Wales 100% Ordinary 'A' Software consultancy and supply (767) (11,273)
Ordinary
Deferred
EDI Plus Limited England and 100% Ordinary Data exchange services 253 1,432
Wales
Profimetrics Software Solutions S.A Portugal 100% Ordinary Development and distribution of software 169 2,116
Preferred
The registered address of ITIM limited and EDI Plus Limited are same as ITIM
Group Plc.
EDI Limited is exempt from the requirements relating to the audit of accounts
under section 479A of the Companies Act 2006. EDI Limited's registered number
is 10199381.
The registered address of Profimetrics Software Solutions S.A. is R. Lionesa
446, Edifício C Loja L, 4465-671 Leça do Balio, Portugal.
15. Trade and other receivables
Due within one year
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade receivables 2,544 4,075 - -
Corporation tax 337 502 - -
Amounts owed by group undertakings due within one year - - 14,244 13,537
Amounts owed by group undertakings due in greater than one year - - - 1,842
Other receivables due within one year 62 12 46 -
Other receivables due in greater than one year - 46 - 46
Prepayments and accrued income 693 750 106 66
3,636 5,385 14,396 15,491
Due in greater than one year
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Amounts owed by group undertakings due in greater than one year - - 1,759 -
- - 1,759 -
16. Trade and other payables
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Trade payables 869 1,189 115 199
Amounts owed by group undertakings due within one year - - 54 101
Other taxation and social security 856 870 66 4
Other payables 251 232 199 195
Loans and borrowings (see note 19 below) 252 302 252 302
Accruals 1,022 774 106 26
Deferred income 3,023 3,031 - -
6,273 6,398 792 827
17. Trade and other payables due in more than one year
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Other payables 183 347 148 347
183 347 148 347
Net obligations under finance leases are secured by
fixed charges on the assets concerned.
18. Loans and borrowings
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Accrued interest 252 302 252 302
252 302 252 302
Analysis of maturity of loans and borrowings
Group Company
2024 2023 2024 2023
£'000 £'000 £'000 £'000
Amounts payable
Within one year 252 302 252 302
252 302 252 302
Accrued interest relates to interest due on fully repaid Director loans.
19. Leases
The Group leases five units within properties from which it operates and
leases computer equipment for the hosting centre. Lease payments are fixed
throughout the contract period.
Group
Right-of-use - Property Right-of-use - Equipment
£'000 £'000 Total
£'000
Cost
At 1 January 2024 1,142 203 1,345
Foreign exchange differences (12) - (12)
Additions 47 - 47
Disposals - - -
At 31 December 2024 1,177 203 1,380
Depreciation
At 1 January 2024 142 145 287
Foreign exchange differences (1) - (1)
Charge for the year 283 41 324
At 31 December 2024 424 186 610
Net book value
At 31 December 2024 753 17 770
At 31 December 2023 1,000 58 1,058
Lease liabilities:
2024 2023
£'000 £'000
At 1 January 1,082 498
Foreign exchange movement (11) (10)
Interest expense 83 23
Lease payments (382) (321)
Additions 47 892
At 31 December 2024 819 1,082
Amounts payable are as follows:
2024 2023
£'000 £'000
Due within 1 year 284 287
Due 2-5 years 535 785
Due over 5 years - 10
Total 819 1,082
The Group's right of use assets consists of the Company's premises, data
centres and sundry office equipment. The expiry of the leases varies between
1 and 6 years.
Company
Right-of-use -
Property
Total
£'000
£'000
Cost
At 1 January 2024 551 551
Additions
At 31 December 2024 551 551
Depreciation
At 1 January 2024 - -
Charge for the year 150 150
At 31 December 2024 150 150
Net book value
At 31 December 2024 401 401
At 31 December 2023 551 551
Lease liabilities:
2024 2023
£'000 £'000
At 1 January 545 -
Interest expense 46
Lease payments (176)
Additions - 545
At 31 December 415 545
Amounts payable are as follows:
2024 2023
£'000 £'000
Due within 1 year 144 131
Due 2-5 years 271 414
Due over 5 years - -
Total 415 545
20. Financial instruments
Financial risk factors
The Group's financial assets comprise cash and cash equivalents, trade
receivables and accrued income. These are all measured at amortised cost. The
financial liabilities comprise loans and borrowings, trade payables and
accruals, lease liabilities and deferred consideration payable for
acquisitions of subsidiaries. These are measured at amortised cost.
The majority of the financial instruments arise directly from the operations
with the exception of loans and borrowings and lease liabilities which have
been used to finance the operations.
Fair values of financial instruments
For the following financial assets and liabilities: trade and other payables,
trade and other receivables and cash at bank and in hand, the carrying amount
approximates the fair value of the instrument due to the short-term nature of
the instrument. The Directors consider that there is no material difference
between book value and fair value for any of the financial instruments held.
Financial risk management
The Group's activities expose the Group to a number of risks including capital
management risk, interest rate risk, foreign exchange risk, credit risk and
liquidity risk.
It is the Group's policy that no trading in financial instruments should be
undertaken.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board receives monthly
reports from the Finance Department through which it reviews the effectiveness
of the processes put in place and the appropriateness of the objectives and
policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Interest rate risk
There is no interest rate risk as there are no borrowings in the Group.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
The Group's largest financial assets are the cash balances held in banks and
it is exposed to credit risk on those balances. It is the Group's policy only
to make deposits with banks with an acceptable credit rating.
The Group is mainly exposed to credit risk from credit sales. It is Group
policy, implemented locally, to assess the credit risk of new customers before
entering contracts. Such credit ratings are taken into account by local
business practices. An ageing analysis of trade receivables is detailed below:
Total Current 30-60 days > 60 days
2024 £'000 £'000 £'000 £'000
Trade and other receivables 2,544 1,569 794 181
Contract assets 214 214 - -
2,758 1,783 794 181
2023 Total Current 30-60 days > 60 days
£'000 £'000 £'000 £'000
Trade and other receivables 4,075 1,898 1,629 548
Contract assets 287 287 - -
4,362 2,185 1,629 548
Trade receivables are recognised initially at the transaction price. They are
subsequently measured less any provision for impairment in relation to
expected credit losses. At each reporting date the Group assesses the expected
credit losses and changes in credit risk since initial recognition of the
receivable and a provision for impairment is recognised when considered
necessary. The Group considers the ageing to be reasonable and has no history
of significant bad debts. No provisions have been made in in these financial
statements. The Board do not consider the credit risk to be significant for
the financial assets currently held.
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow Group entities to settle
liabilities denominated in their functional (currency). Where Group entities
have liabilities denominated in a currency other than their functional
currency (and have insufficient reserves of that currency to settle them),
cash already denominated in that currency will, where possible, be transferred
from elsewhere within the Group.
The Group's main exposure to foreign currency risk is on the trade receivables
in the Portuguese subsidiary which are not held in Euros. The Directors have
considered the balances at year end and based on the level of foreign currency
balances and the expected timing of settlement of those amounts that the
foreign exchange risk is not material.
Liquidity risk
Liquidity risk is the risk that ITIM Group may encounter difficulty in meeting
its obligations associated with the financial liabilities that are settled by
delivering cash or other financial assets. The Group actively maintains a
mixture of long-term and short-term debt finance that is designed to ensure
the Group has sufficient available funds for operations and planned
expansions.
The Group would normally expect that sufficient cash is generated in the
operating cycle to meet the contractual cash flows through effective cash
management. The maturity analysis of the financial liabilities is included
below:
Carrying amount 1 year or less 1<2 years 2-5years 5 years
As at 31 December 2024 £'000 £'000
£'000 £'000 £'000
Trade and other payables 2,325 2,142 183 - -
Right of use liability 819 284 258 277 -
Other loans and borrowings 252 252 - - -
3,396 2,678 441 277 -
Carrying amount 1 year or less 1<2 years 2-5years 5 years
As at 31 December 2023 £'000 £'000
£'000 £'000 £'000
Trade and other payables 2,541 2,194 347 - -
Right of use liability 1,082 287 271 514 10
Other loans and borrowings 302 302 - - -
3,925 2,783 618 514 10
Capital management risk
The Group's main objective when managing capital is to protect returns to
shareholders by ensuring the Group will continue to trade for the foreseeable
future. The Group also aims to optimise its capital structure of debt and
equity so as to minimise its cost of capital. The Group in particular reviews
its levels of borrowing and the repayment dates, setting these out against
forecast cash flows and reviewing the level of available funds.
21. Share capital
2024 2023
£'000 £'000
Authorised:
37,949,651 Ordinary shares of 5p each 1,898 1,898
1,898 1,898
2024 2023
£'000 £'000
Allotted, called up and fully paid:
31,210,607 Ordinary shares of 5p each 1,561 1,561
1,561 1,561
A summary of the rights of the different classes of share is given below:
Voting
All Ordinary shares are entitled to one vote each. The holders of deferred
shares are not entitled to receive notice of, to attend, to speak or to vote
at any general meeting of the Company.
Dividends
The profits of the Company available for distribution shall be used to pay
dividends to the holders of Ordinary Shares a dividend equivalent to such
amounts as the Directors may determine and as is approved by the Ordinary
Shareholders in general meeting.
22. Reserves
Share premium
This reserve records the amount above the nominal value received for shares
sold, less transaction costs.
Share options reserve
The share options reserves represent the fair value of equity-settled share
options granted using the Black Scholes model.
Capital redemption reserve
This reserve arises on the purchase of the company's own shares.
Foreign exchange reserve
This reserve includes any exchange differences arising on the retranslation of
foreign subsidiaries on consolidation.
Retained earnings
This balance represents the cumulative profit and loss made by the Group net
of distributions to owners.
23. Share-based payments
Share options
The Company has a share option scheme for certain employees of the Group.
Options are granted with a fixed exercise price. The vesting period varies
from vesting immediately to vesting over 2 years from the date of grant. If
the options remain unexercised after a period of ten years from the date of
grant the options expire. Options are forfeited if the employee leaves the
Group before the options vest.
Details of equity settled share options outstanding during the year are as
follows:
Year ended 31 December 2024
Grant date Outstanding at 1 January 2024 Granted Exercised Lapsed Outstanding at 31 December 2024 Exercise period Exercise price
14/04/2015 150,000 - - - 150,000 10 years 7.975p
10/04/2017 2,615,000 - - - 2,615,000 10 years 15.000p
31/03/2021 400,000 - - - 400,000 10 years 70.000p
19/04/2021 492,041 - - (250,000) 242,041 10 years 70.000p
09/09/2024 - 250,000 - - 250,000 10 years 34.000p
3,657,041 250,000 - (250,000) 3,657,041
Year ended 31 December 2023
Grant date Outstanding at 1 January 2023 Granted Exercised Lapsed Outstanding at 31 December 2023 Exercise period Exercise price
14/04/2015 150,000 - - - 150,000 10 years 7.975p
10/04/2017 2,615,000 - - - 2,615,000 10 years 15.000p
31/03/2021 400,000 - - - 400,000 10 years 70.000p
19/04/2021 492,041 - - - 492,041 10 years 70.000p
3,657,041 - - - 3,657,041
Details of the share options and weighted average exercise price (WAEP) during
the years are as follows:
31 December 2024 31 December 2023
Number WAEP Number WAEP
Outstanding at the beginning of the year 3,657,041 28.13p 3,657,041 28.13p
Share consolidation - - - -
Granted during the year 250,000 34.00p - -
Exercised during the year - - -
Lapsed during the year (250,000) (70.00)p - -
Forfeited during the year - - - -
3,657,041 25.67p 3,657,041 28.13p
The weighted average contractual life of share options outstanding as at 31
December 2024 was 3 years (31 December 2023: 4 years).
ITIM recognises equity settled share-based payment expenses based on the fair
value determined by the Black Scholes model. The model is internationally
recognised as being appropriate to value employee share options schemes. The
inputs into any new option issues were as follows:
Year ended Year ended
31 December 2024
31 December 2023
£'000 £'000
Share price 78p 78p
Exercise price 69p 69p
Expected volatility 25% 25%
Expected life 10 years 10 years
Risk free rate 0.5% 0.5%
Risk-free rate
The risk-free interest rate is based on the Bank of England's base rate.
Volatility
The measure of volatility is based management's estimate after considering the
historical volatility of guideline companies operating within the same
industry as ITIM Group, over a 10-year time period.
24. Company statement of changes in equity
Share capital Share premium Share options Capital Retained losses
£'000 £'000 reserve Redemption £'000
£'000 Reserve Total
£'000 £'000
At 1 January 2023 1,561 7,398 513 1,103 8,687 19,262
Total comprehensive income for the year - - - - 924 924
Share option charge - - - - - -
At 1 January 2024 1,561 7,398 513 1,103 9,611 20,186
Total comprehensive income for the year - - - - 651 651
At 31 December 2024 1,561 7,398 513 1,103 10,262 20,837
The profit for the year dealt with in the financial statements of the parent
company is shown above. As permitted by section 408 of the Companies Act 2006,
no separate income statement is presented in respect of the parent company.
25. Pension commitments
The group makes contributions to individual pension schemes (money
purchase). The amount paid during the year was £293,791 (2023: £307,243).
Outstanding contributions at the balance sheet date amounted to £37,771
(2023: £37,846).
26. Related party transactions
The Group has taken advantage of the exemption available under IAS 2 Related
Party Disclosures not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
27. Supporting statement for cash flows
Year ended 31 December 2024 Brought forward Cash Non Carried forward
Flow
Cash
£'000
£'000
£'000 £'000
Loans and borrowings (302) 50 - (252)
Leases (1082) 382 (119) (819)
Year ended 31 December 2023 Brought forward Cash Non Carried forward
Flow
Cash
£'000
£'000
£'000 £'000
Loans and borrowings (318) 16 - (302)
Leases (498) 321 (905) (1,082)
28. Controlling party
There is no single ultimate controlling party.
Notice of Annual General Meeting
Registered number: 03486926
ITIM GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of itim Group plc (the
"Company") will be held at the offices of the Company, 2nd Floor, Atlas House,
173 Victoria Street, London SW1E 5NA on 13(th) June 2025 at 10.30 a.m. to
consider and, if thought fit, to pass the following resolutions, of which
resolutions 1 to 5 (inclusive) will be proposed as ordinary resolutions and
resolutions 6 and 7 will be proposed as special resolutions. Resolutions 6 to
7 (inclusive) are items of special business.
ORDINARY RESOLUTIONS
1. To receive the Company's annual accounts for the financial year ended
31 December 2024 together with the directors' report, the directors'
remuneration report and the auditors' report on those accounts.
2. To re-appoint RPG Crouch Chapman LLP as auditors of the Company to hold
office until the conclusion of the next annual general meeting of the Company
to be held in 2026 and to authorise the directors to fix their remuneration.
3. To re-elect Colin Price as a director.
4. To re-elect Dennis Layton as a director.
5. That, in substitution for any equivalent existing and unexercised
authorities and powers, the directors of the Company be and they are hereby
generally and unconditionally authorised for the purpose of section 551 of the
Companies Act 2006 (the "Act") to exercise all or any of the powers of the
Company to allot shares of the Company or to grant rights to subscribe for, or
to convert any security into, shares of the Company up to an aggregate nominal
value of £523,593 to such persons at such times and generally on such terms
and conditions as the directors may determine (subject always to the articles
of association of the Company), provided that this authority shall, unless
previously renewed, varied or revoked by the Company in general meeting,
expire at the conclusion of the next annual general meeting of the Company to
be held in 2026 or, if earlier, 13 September 2026, save that the directors of
the Company may, before the expiry of such period, make an offer or agreement
which would or might require such securities to be allotted after the expiry
of such period and the directors of the Company may allot such securities in
pursuance of such offer or agreement as if the authority conferred hereby had
not expired.
SPECIAL RESOLUTIONS
6. That, subject to and conditional upon the passing of resolution 5 and
in substitution for any equivalent existing and unexercised authorities and
powers, the directors of the Company be and are hereby empowered pursuant to
sections 570 and 573 of the Act to allot equity securities (as defined in
section 560(1) of the Act) for cash pursuant to the authority conferred upon
them by resolution 5 and/or where the allotment constitutes an allotment of
equity securities by virtue of section 560(3) of the Act, as if section 561 of
the Act did not apply to any such allotment provided that this authority and
power shall be limited to the allotment of equity securities up to an
aggregate nominal amount of £78,539 (representing approximately 5 per cent.
of the current issued share capital of the Company) provided that this
authority shall, unless previously renewed, varied or revoked by the Company
in general meeting, expire at the conclusion of the next annual general
meeting of the Company to be held in 2026 or, if earlier, 13 September 2026,
save that the directors of the Company may, before the expiry of such period,
make an offer or agreement which would or might require such securities to be
allotted after the expiry of such period and the directors of the Company may
allot such securities in pursuance of such offer or agreement as if the
authority conferred hereby had not expired.
7. That the Company be and is hereby generally and unconditionally
authorised for the purpose of section 701 of the Act to make market purchases
(within the meaning of section 693(4) of the Act) of ordinary shares in the
capital of the Company ("Ordinary Shares") provided that:
a. the maximum aggregate number of Ordinary Shares which may be purchased
is 3,141,560 (representing approximately 10 per cent. of the Company's
existing issued share capital);
b. the minimum price (exclusive of expenses) which may be paid for each
Ordinary Share is £0.05 (being its nominal value);
c. the maximum price (exclusive of expenses) which may be paid for each
Ordinary Share is the higher of: (i) an amount equal to 105 per cent. of the
average of the middle market quotations for an Ordinary Share as derived from
the Daily Official List of the London Stock Exchange plc for the 5 business
days immediately preceding the day on which the Ordinary Share in question is
purchased; and (ii) the value of an Ordinary Share calculated on the basis of
the higher of the price quoted for the last independent trade of an Ordinary
Share and the highest current independent bid for an Ordinary Share as derived
from the London Stock Exchange Trading System;
d. unless previously renewed, revoked or varied, the authority hereby
conferred shall expire at the conclusion of the next annual general meeting of
the Company to be held in 2026 or, if earlier, 13 September 2026; and
e. the Company may make a contract or contracts to purchase Ordinary
Shares under the authority hereby conferred prior to the expiry of such
authority which contract or contracts will or may be executed wholly or partly
after the expiry of such authority, and may make a purchase of Ordinary Shares
in pursuance
BY ORDER OF THE BOARD
Ian Hayes
Secretary
Date: 13(th) May 2025
Registered office: 2(nd) Floor Atlas House, 173 Victoria Street, London, SW1E
5NH
NOTES:
1. Pursuant to the Company's Articles of Association, a member of the
Company entitled to attend and vote at the meeting convened by this notice is
entitled to appoint one or more proxies to exercise any of his rights to
attend, speak and vote at that meeting on his behalf.
2. If a member appoints more than one proxy, each proxy must be entitled to
exercise the rights attached to different shares. If you submit more than one
valid proxy appointment in respect of the same shares, the appointment
received last before the latest time for the receipt of proxies will take
precedence.
3. A proxy may only be appointed using the procedures set out in these notes
and the notes to the form of proxy. To validly appoint a proxy, a member must
complete, sign and date the enclosed form of proxy and deposit it at the
office of the Company's registrars, Neville Registrars, at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD, by 10.30 a.m. on 11 June
2025 (or, in the event that the meeting is adjourned, not less than 48 hours,
excluding non-working days, before the time fixed for the holding of the
adjourned meeting). Any power of attorney or any other authority under which
the form of proxy is signed (or a duly certified copy of such power or
authority) must be enclosed with the form of proxy.
4. In order to revoke a proxy appointment, a member must sign and date a
notice clearly stating his intention to revoke his proxy appointment and
deposit it at the office of the Company's registrars, Neville Registrars, at
Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD prior to
commencement of the meeting. If the revocation is received after the time
specified, the original proxy appointment will remain valid unless the member
attends the meeting and votes in person.
5. Pursuant to the Articles of Association, any corporation which is a
member of the Company may authorise one or more persons (who need not be a
member of the Company) to attend, speak and vote at the meeting as the
representative of that corporation. A certified copy of the board resolution
of the corporation appointing the relevant person as the representative of
that corporation in connection with the meeting must be deposited at the
office of the Company's registrars, Neville Registrars, at Neville House,
Steelpark Road, Halesowen, West Midlands B62 8HD prior to the commencement of
the meeting. If the revocation is received after the time specified, the
original corporate representative appointment will remain valid unless the
member attends the meeting and votes in person.
6. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy in respect of the same shares, only the
appointment submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the first named
being the most senior).
7. The right to vote at the meeting shall be determined by reference to the
register of members of the Company. Pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001 (as amended), only those persons
whose names are entered on the register of members of the Company at 6.00 p.m.
on 11 June 2025 (or, in the event of any adjournment, at 6.00 p.m. on the date
which is two business days prior to the adjourned meeting) shall be entitled
to attend and vote in respect of the number of shares registered in their
names at that time. Changes to entries on the register of members after that
time shall be disregarded in determining the rights of any person to vote at
the meeting.
8. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST Manual
(available via www.euroclear.com (http://www.euroclear.com) ). CREST personal
members or other CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.
9. In order for a proxy appointment or instruction made by means of the
CREST service to be valid, the appropriate CREST message (a "CREST Proxy
Instruction") must be properly authenticated in accordance with Euroclear UK
& International Limited's ("Euroclear") specifications and must contain
the information required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes the appointment of a
proxy or is an amendment to the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted so as to be received by the
Company's agent (ID 7RA11) by the latest time for proxy appointments set out
in paragraph 3 above. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company's agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST. After this
time any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear does not make available
special procedures in CREST for any particular messages. Normal system timings
and limitations will therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable,
their CREST sponsors or voting service providers are referred, in particular,
to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
11. As at 12(th) May 2025, the latest practicable date prior to
the date of this notice, the Company's issued share capital consisted of
31,415,607 ordinary shares of £0.05 each, carrying one vote each and,
therefore, the total number of voting rights in the Company as at 12(th) May
2025 were 31,415,607.
12. You may not use any electronic address (within the meaning
of section 333(4) of the Companies Act 2006) provided in this notice or in any
related documents (including the form of proxy and the annual report and
accounts) to communicate with the Company for any purposes other than those
expressly stated.
13. Your personal data includes all data provided by you, or on
your behalf, which related to you as a shareholder, including your name and
contact details, the votes you cast and your reference number (as attributed
to you by the Company or its registrars). The Company determines the purposes
for which, and the manner in which, your personal data is to be processed. The
Company and any third party to which it discloses the data (including the
Company's registrars) may process your personal data for the purposes of
compiling and updating the Company's records, fulfilling its legal obligations
and processing the shareholder rights you exercise.
EXPLANATORY NOTES:
Resolutions 1 to 5 (inclusive) are proposed as ordinary resolutions. For each
of these to be passed, more than half of the votes cast must be in favour of
the relevant resolution.
Resolutions 6 and 7 are proposed as special resolutions. For each of these
resolutions to be passed, at least three quarters of the votes cast must be in
favour of the resolution. An explanation of each of the resolutions is set out
below:
Resolution 1 - Annual Report and Accounts
The Directors are required to present to the annual general meeting the
audited accounts and the Directors' and Auditors' Reports for the financial
year ended 31 December 2024.
Resolution 2 - Auditors
The Company is required to appoint an auditor at every general meeting of the
Company at which accounts are presented to shareholders. The appointment of
RPG Crouch Chapman LLP. Accordingly, this resolution proposes the
re-appointment of RPG Crouch Chapman LLP as the auditors of the Company. It is
normal practice for a company's directors to be authorised to agree how much
the auditors should be paid and Resolution 2 grants this authority to the
directors.
Resolutions 3 to 4 - Re-election of Directors
Article 77 of the Company's articles of association requires any directors who
have been appointed by the Board since the last annual general meeting and any
directors who were not appointed or reappointed at one of the preceding two
annual general meetings to retire from office. Any such director is entitled
to offer himself for re-election.
Resolutions 5 and 6 - Directors' general power to allot relevant securities
Resolution 5 is proposed to renew the directors' power to allot shares.
Resolution 5 seeks to grant the directors authority to allot, pursuant to
section 551 of the Act, shares or grant rights to subscribe for or to convert
any security into shares in the Company up an aggregate nominal value of
£523,593 which is equal to one third of the nominal value of the current
issued ordinary share capital of the Company as at 12 May 2025 (being the
latest practicable date prior to the publication of this notice). Unless
previously renewed, revoked or varied, the authorities sought under this
resolution will expire at the conclusion of the next annual general meeting of
the Company to be held in 2026 or 13 September 2026 (whichever is the
earlier). The Directors have no present intention of exercising either of the
authorities under this resolution, but the Board wishes to ensure that the
Company has maximum flexibility in managing the financial resources of the
Company. As at the date of this notice, no shares are held by the Company in
treasury.
Resolution 6 is to approve the partial disapplication of pre-emption rights in
respect of the allotment of equity securities for cash. The passing of this
resolution (together with resolution 5) would allow the directors to allot
shares for cash and/or sell treasury shares without first having to offer such
shares to existing shareholders in proportion to their existing holdings. The
authority would be limited to allotments or sales up to an aggregate nominal
amount of £78,539 which represents approximately 5 per cent. of the nominal
value of the current issued ordinary share capital of the Company as at 12 May
2025 (being the latest practicable date prior to the publication of this
notice). Unless previously renewed, revoked or varied, the authorities sought
under this resolution will expire at the conclusion of the next annual general
meeting of the Company next annual general meeting of the Company to be held
in 2026 or 13 September 2026 (whichever is the earlier).
Resolution 7 - Authority for the market purchase by the Company of its own
shares
The authority sought by resolution 7 limits the number of shares that could be
purchased to a maximum of 3,141,560 ordinary shares (equivalent to 10 per
cent. of the Company's issued ordinary share capital as at 12 May 2025 (being
the latest practicable date prior to the publication of this notice)) and sets
a minimum and maximum price. Unless previously renewed, revoked or varied, the
authority will expire at the conclusion of the annual general meeting of the
Company to be held in 2026 or 13 September 2026 (whichever is the earlier).
The Directors have no present intention of exercising the authority to
purchase the Company's ordinary shares but will keep the matter under review,
taking into account the financial resources of the Company, the Company's
share price and future funding opportunities. The Directors will exercise this
authority only when to do so would be in the best interests of the Company and
of its shareholders generally, and could be expected to result in an increase
in earnings per share of the Company. Any purchases of ordinary shares would
be by means of market purchase through the London Stock Exchange plc. Any
shares the Company buys under this authority may either be cancelled or held
in treasury. Treasury shares can be re-sold for cash, cancelled or used for
the purposes of employee share schemes. No dividends are paid on shares whilst
held in treasury and no voting rights attach to treasury shares. The Directors
believe that it is desirable for the Company to have this choice as holding
the purchased shares as treasury shares would give the Company the ability to
re-sell or transfer them in the future and so provide the Company with
additional flexibility in the management of its capital base.
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