Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.
23 January 2025
Smarttech247 Group PLC
("Smarttech247", the "Group" or the "Company")
Final Results
Smarttech247 (AIM: S247), a multi-award-winning provider of AI-enhanced cybersecurity services providing automated managed detection and response for a portfolio of international clients, is pleased to announce its audited final results for the 12 months ended 31 July 2024.
Operational highlights
· Several new multi-year contracts have been won during the period, spearheaded by the Group's Managed Detection and Response ("MDR") VisionX platform
· Listing of VisionX on the Amazon Web Services (AWS) Marketplace in August 2023
· Multiple strategic partnerships were signed over the past year, including with Abnormal Security in August 2023, the integration of Google Chronicle's security technology in March 2024 and partnering with Cisco Systems Inc. in April 2024
· In May 2024, the Company announced a partnership with CNS Middle East, allowing Smarttech247 to expand into a new geography
· Continued development of its technology platforms, including a new and improved version of VisionX, launching Aio, an AI Assistant for VisionX and a version of VisionX dedicated to mid-sized business
· In June 2024, Smarttech247 was recognised in the Market Guide for Managed Detection and Response, produced by Gartner, a leading research and advisory company
· 100% client retention rate for MDR clients in FY2024
· Operations have been expanded and headcount increased in order to be in a position to deliver growth and develop new products
· Positive start to FY2025 with a number of new contracts won and renewals from existing customers
Financial highlights
· Revenue increased by 8.2% to €13.2 million (31 July 2023: €12.2 million)
· Significant growth (50%) in ARR on a run rate basis increasing to €9.1 million (31 July 2023: €6.1 million)
· Gross profit maintained at circa €5.0 million (31 July 2023: €5.15 million)
· Adjusted EBITDA of €1.35 million (31 July 2023: €2.70 million)
· Adjusted operating profit of €782,000 (31 July 2023: €2.15 million)
· Cash of €3.34 million at the period end (31 July 2023: €6.06 million)
Raluca Saceanu, CEO of Smarttech247, commented:
"I am pleased to announce another year of progress and innovation for Smarttech247. These results reflect steady progress in our strategic priorities and operational capabilities. Our Managed Detection and Response platform, VisionX, continues to redefine cybersecurity standards, and its listing on the AWS Marketplace has opened doors to new opportunities. Additionally, our advancements in artificial intelligence, including the launch of Aio, our AI Assistant for VisionX, underline our commitment to leveraging cutting-edge technologies to better serve our clients.
"The recognition by Gartner, partnerships with global leaders like Google, Cisco, and Abnormal Security, and our expansion into new markets, such as the Middle East, further position us as a trusted partner in the evolving cybersecurity landscape. With 100% client retention and a 50% increase in Annual Recurring Revenue, we have built a strong foundation for sustained success.
"As we enter FY2025, our focus remains on innovation, operational excellence, and deepening customer relationships. We are confident that these strategic priorities will drive long-term value for our stakeholders and reinforce our position as a leader in the cybersecurity space."
- Ends -
The Annual Report and Accounts for the financial year ended 31 July 2024 will be available to download from the Group's website via: https://www.smarttech247.com/aim-rule-26/
*Smarttech247 is a recognised vendor in 2024 Gartner® Market Guide for Managed Detection and Response.
For further information please contact:
Smarttech247 Group PLC |
Tel: +353 21 206 6033 |
Ronan Murphy, Executive Chairman Raluca Saceanu, Chief Executive Officer Nicholas Lee, Finance Director |
|
SPARK Advisory Partners Limited - Nominated Adviser |
Tel: + 44 (0) 20 3368 3550 |
Mark Brady / Adam Dawes / Angus Campbell |
|
Cavendish Capital Markets Limited - Corporate Broker |
Tel: +44 (0) 20 7220 0500 |
Marc Milmo / Hamish Waller Tim Redfern / Sunila de Silva - Broking |
|
Yellow Jersey PR |
Tel: +44 (0) 20 3004 9512 |
Charles Goodwin / Annabelle Wills / Bessie Elliot |
|
About Smarttech247
Smarttech247 is a multi-award winning automated MDR (Managed Detection & Response) company. Its platform is trusted by international organisations and provides threat intelligence with managed detection and response to provide actionable insights, 24/7 threat detection, investigation and response.
The Group's services are geared towards proactive prevention, and it achieves this by utilising the latest technologies, along with an experienced incident response team.
Smarttech247's offices are located in Ireland, United Kingdom, Romania, Poland and the USA. The Company was admitted to trading on the London Stock Exchange on 15 December 2022.
For further information please visit www.smarttech247.com
*Gartner disclaimers
Market Guide for Managed Detection and Response, 24 June 2024, Pete Shoard, Andrew Davies, Mitchell Schneider, Angel Berrios, Craig Lawson.
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the
U.S. and internationally and is used herein with permission. All rights reserved.
Chairman's Statement
INTRODUCTION
Smarttech247 Group plc (the "Company") is a public limited company whose shares are quoted on the AIM market of the London Stock Exchange. The Company is a multi-award-winning provider of AI-enhanced cybersecurity services providing automated managed detection and response for a portfolio of international clients. It has four directly and indirectly owned subsidiaries, Zefone Limited, Smart Systems Security Limited, Smarttech 247 Cyber Security Sarl incorporated and Smarttech Sp z.o.o. (together "Smarttech247" or the "Group").
We are pleased to report our results for the year to 31 July 2024.
HIGHLIGHTS
The key highlights for the year are as follows:
Year to |
31 July 2024 |
31 July 2023 |
Change |
|
€000 |
€000 |
% |
Revenue |
13,174 |
12,180 |
+8.2% |
Gross profit* |
4,977 |
5,151 |
-3.4% |
Gross profit margin |
37.8% |
42.3% |
|
|
|
|
|
Operating costs |
5,232 |
5,326 |
-1.8% |
|
|
|
|
Adjusted EBITDA ** |
1,350 |
2,698 |
|
|
|
|
|
Operating profit (includes other income) |
228 |
303 |
-24.8% |
|
|
|
|
Profit before tax |
185 |
204 |
|
|
|
|
|
ARR run rate*** |
9,082 |
6,066 |
+49.7% |
|
|
|
|
As at |
|
|
|
Cash |
3,344 |
6,062 |
|
Net assets |
12,267 |
11,483 |
|
* Please see Note 5 for revised analysis of gross profit for the prior year.
** Adjusted EBITDA is a non-IFRS measure and has been reconciled to the underlying IFRS numbers in Note 6.
*** ARR run rate based on July revenue in each year from multi-year contracts extrapolated for a full year.
· The period saw continued growth in revenues and ARR run rate.
· A number of new contracts were won during the period, spearheaded by the Group's Managed Detection and Response ("MDR") VisionX platform.
· Some significant partnerships have been entered into with leading players in the industry.
· Operations have been expanded and headcount increased in order to be in a position to deliver growth and develop new products.
· New products are being developed including a new VisionX product with further development of ThreatHub and NoPhish.
· Post period end, further new contract wins and contract renewals have been achieved in FY2025.
REVIEW OF THE YEAR
During 2024, the Group has continued to grow, building out its platform and headcount to service demand.
The Group now has the platform in place to support and accelerate its revenue growth. We have also continued to develop new products and won multiple new contracts with major global companies and institutions. These contracts are a clear demonstration of the quality of the service that we provide and represent clear reference points for new customers. We are often competing with global companies to win new business and succeeding, more details on which are covered in the Chief Executive Officer's ("CEO") Statement.
The listing of Smarttech247 at the end of 2022, has provided the Company with greater visibility and credibility in overseas geographies which form a key part of our strategic growth plans. I am proud of the team that we now have in place and would like to thank them for their hard work and commitment in getting the Group to its current position.
OUTLOOK AND STRATEGY
Cyber-attacks continue relentlessly with serious implications for the companies concerned but we believe that our combination of managed detection and response capabilities with an absolute focus on our clients can help to significantly reduce the impact of an attack and manage the situation. We therefore see excellent opportunities for future growth.
We have started FY2025 well with more contracts being won and a number of existing contracts being renewed so we are very much looking forward to continuing this progress in the coming year.
Ronan Murphy
Executive Chairman
22 January 2025
Chief Executive Officer's Statement
As we reflect on Smarttech247's journey in financial year 2024, I am proud of the resilience, innovation, and commitment displayed by our team, which has propelled us to new heights in an ever-evolving cybersecurity landscape. We have strategically positioned ourselves as a trusted partner to businesses globally, helping them secure their operations and navigate the complex challenges posed by cyber threats. We continued to make progress on a number of fronts: winning new customers, building out our cybersecurity platform, increasing our strategic partnerships and developing new products. Growth across our client base and an increase in ARR have strengthened our position and allowed us to reinvest in product development and our people, ensuring that we remain at the forefront of innovation. We are extremely well-placed to grow revenue and as we embark on a new era at Smarttech247, we are pleased with the Group's prospects and the strategic advances we are making.
Contracts
In the past year, Smarttech247 has successfully secured several multi-year contracts across diverse industries, underscoring our position as a trusted cybersecurity provider. These contracts, won in competitive processes often against larger global organisations, are a testament to the value of our VisionX platform, and our strategic partnerships. Our expanding client base in sectors such as government, pharmaceuticals, automotive, and finance not only validates our offerings but also enhances our global market presence.
Many of these contracts are multi-year, providing certainty in recurring revenue, while others, though shorter term, demonstrate a high renewal rate, contributing to our robust annual recurring revenue. Below is a breakdown of key contracts and expansions that highlight our growth and commitment to delivering best-in-class cybersecurity solutions.
· In August 2023, as part of Smarttech247's new partnership with Abnormal Security, which is discussed further below, a multi-year contract worth circa €360,000, over two years, was won with a global organisation within the aviation industry sector.
· In October 2023, the Company also won a contract from an existing Government of Ireland department customer, worth €400,000 over two years. As part of this contract, we supplied the client with state-of-the-art SIEM technology which allows them to enhance security visibility and provide actionable insights.
· AutoNation, an existing client of Smarttech247, which is also the largest automotive retailer in the United States, extended its existing partnership with the Group for a further three years which is a testament to the success of the ongoing relationship. Furthermore, AutoNation's Vice President and CISO, Chip Regan, explained in a case study why Smarttech247 was the obvious choice when it came to its cybersecurity needs and, specifically, how partnering with Smarttech247 has allowed AutoNation to achieve a granular level of security and monitoring on a scale that suits such a large enterprise.
· In November 2023, Smarttech247 secured a new contract with a global pharmaceutical solutions organisation, based in the USA, worth circa €900,000 over three years to deploy our AI-enhanced VisionX platform that will help the client strengthen its security structure.
· Also, in March 2024, the Group announced a new managed detection and response contract with a global packaging company, worth approximately €1 million over three years. This contract utilises both Smarttech247's VisionX platform as well as its email security tool NoPhish, underscoring their versatility and advanced capabilities.
· In April 2024, Smarttech247 signed a new contract with a large banking and insurance organisation, worth €720,000 over three years. Also, a new additional three-year contract with an existing global pharmaceutical solutions client, based in the USA, worth circa $2.1 million in total was also announced.
Post period end highlights
· In August 2024, the Group signed a three-year contract, worth €860,000, with an Irish public sector agency, with the potential to extend the contract for a further two years and also a €160,000 consultancy contract with a fintech company. An existing major customer also renewed its contract worth €750,000 per annum with additional purchases worth up to €350,000.
· In September 2024, a public tender worth €100,000 over three years was won and in November 2024, an existing US pharmaceutical customer renewed its current contract for another year worth €300,000 per annum.
· December 2024 was particularly busy and included a new MDR contract over three years with a hospital in Ireland worth €150,000 over the life of the contract, the renewal for five additional years of a contract with a leading Irish university worth, in total, over €1 million and additional sales to an existing US pharmaceutical customer worth €150,000 over the next year.
In conclusion, Smarttech247's success in winning these multi-year contracts reaffirms our position as a leader in cybersecurity services. These partnerships showcase the strength of our technology, especially the VisionX MDR platform, and the trust our clients place in our capabilities. By focusing on providing recurring revenue through multi-year contracts and high renewal rates for short-term projects, we ensure financial stability and growth for the Group. These achievements not only validate our service quality but also serve as strong reference points for future clients, supporting our continued global expansion and competitive differentiation.
Strategic Partnerships
At Smarttech247, our strategic partnerships play a critical role in enhancing our technological capabilities, expanding our market reach, and delivering comprehensive cybersecurity solutions to our clients. Over the past year, we have strengthened existing partnerships and established new alliances that underscore our commitment to providing industry-leading security solutions tailored to the evolving threat landscape. Below, we outline some of our most impactful partnerships and the ways they contribute to our success.
· In August 2023, the Group was approved to list its VisionX platform on the Amazon Web Services ("AWS") Marketplace. This listing is expected to provide a host of benefits such as exposure to a large customer base, streamlined purchasing processes and scalability.
· Smarttech247 also has a strategic partnership with Abnormal Security, a leading behavioural AI-based email security platform. Abnormal Security is being integrated into Smarttech247's comprehensive MDR capability to provide a unified and proactive security solution. The Company has already signed its first contract, as a result of this partnership, with a global aviation organisation.
· In October 2023, Smarttech247 secured a partnership with Splunk Inc. (NASDAQ: SPLK), a cybersecurity and observability leader. This partnership utilises Smarttech247's VisionX platform and this collaboration will leverage its capabilities alongside Splunk's solutions to offer unparalleled security efficiencies.
· In March 2024, the Group announced a strategic partnership with Google with a view to extending Smarttech247's existing suite of solutions by integrating cutting-edge technologies from Google Chronicle into its flagship platform, VisionX, as part of its comprehensive MDR offering. As part of this arrangement, Google's advanced SIEM (Security Information and Event Management) capabilities are now available on Smarttech247's VisionX platform. By integrating Google Chronicle's security technology into our MDR, organisations will have access to advanced threat detection and response ensuring proactive defence against sophisticated cyber threats, enabling swift and effective incident response.
· In April 2024, Smarttech247 partnered with Cisco Systems Inc. (NASDAQ: CSCO) ("Cisco") to deliver a complete security solution for threat prevention, detection, investigation and response. Cisco delivers software-defined networking, cloud and security solutions to companies worldwide and recently completed its acquisition of cybersecurity firm Splunk Inc., with which Smarttech247 already has a strategic partnership agreement. This new partnership will see Smarttech247 integrate Cisco's security technologies into its AI-enhanced cybersecurity services, offering clients an even more comprehensive and robust defence against evolving cyber threats. Cisco's range of security technologies for network, device, user and cloud security will integrate with Smarttech247's existing suite of cybersecurity solutions. These technologies, combined with Splunk's cybersecurity capabilities gained in the recent acquisition, will enhance Smarttech247's VisionX platform, allowing organisations to proactively secure their digital assets and mitigate risks effectively.
· In May 2024, the Company announced a partnership with CNS Middle East ("CNS"), a leading technology firm specialising in digital solutions across the Middle East. Through this collaboration, Smarttech247 and CNS will combine their expertise to offer advanced cybersecurity solutions tailored to the unique needs of organisations in the Middle East. By leveraging Smarttech247's advanced threat detection solutions and CNS's expert capabilities, clients can expect enhanced protection against cyber-attacks, ensuring the security and resilience of their assets.
· Also in May 2024, it announced its strategic partnership with Egress, the integrated cloud email security firm. As part of the partnership, Smarttech247 will offer Egress' Intelligent Email Suite, enabling its customers access to its advanced range of inbound and outbound email security solutions. It will allow Smarttech247's customers to benefit from the only cloud email security platform to continuously assess human risk and adapt its policy controls, providing them with automated and tailored protection. This, combined with Smarttech247's 24/7 threat detection and response capabilities, will help to simplify organisations' cybersecurity, enabling them to focus on other high-priority areas of the business without compromising on security.
Smarttech247 continues to work with several leading industry players whose products can be incorporated within its MDR platform as required. These partners include Palo Alto Networks, Forcepoint, Microsoft, IBM and Crowdstrike.
Technology platform and Innovation
Smarttech247 has continued to enhance and progress its technology platform and product offering.
Towards the end of 2023, the Group launched a new version of VisionX, the Company's managed detection and response platform. This new version offers a very different functionality in that it is multi-tenancy and has a completely new User Interface - this is a very important element of the VisionX platform as it is heavily relied upon by product users to enable them to assess the effectiveness of their security operations in real-time. This new design offers users an intuitive approach that simplifies complex security operations. With improved functionality, advanced analytics, threat hunting and customisable dashboards, customers will gain unprecedented insights into their organisation's security posture.
In January 2024, the Company announced the launch of Aio, its VisionX AI assistant, which will provide enhanced AI features including risk analysis and more rapid incident responses enabling organisations to leverage AI and intelligent automation to enhance their security operations.
Also in January 2024, the Company launched a version of VisionX dedicated to mid-sized businesses with a view to expanding the Group's addressable market and to enable mid-sized businesses to benefit from the same level of security which is often only available to larger enterprises.
In February 2024, Smarttech247's email security tool NoPhish was extended to users of Google Mail. Previously only available on Microsoft Outlook, NoPhish is designed to empower users in the fight against phishing and other email-based threats. By integrating with Google Mail this expansion provides comprehensive email security solutions for a wider audience.
NoPhish employs advanced analysis algorithms to evaluate the content and legitimacy of the reported emails, offering instant feedback to the user. In cases where an email is identified as suspicious or malicious, NoPhish takes proactive measures by automatically removing the email from the user's inbox, thereby mitigating the risk of accidental exposure to harmful content.
The Group has also continued to develop its Continuous Threat Exposure Management software, Threathub. Threathub allows organisations to manage their risk continuously by providing them with automated threat modelling and dynamic risk governance capabilities. The Group is currently building a sales pipeline for this product.
People and platform
At Smarttech247, our people are our greatest asset, driving the innovation and dedication that fuel our growth. Over the past year, we have focused on expanding our team to meet the demands of our growing client base and the dynamic cybersecurity landscape. By increasing headcount, we are building the capacity needed to support future revenue growth and accelerate product development.
This expansion is a significant milestone, particularly given the competitive market for qualified cybersecurity professionals. Our ability to attract and retain top-tier talent underscores our reputation as an employer of choice within the industry. We continue to foster a culture that values inclusivity, diversity, and professional growth, empowering each team member to contribute to our mission.
During the period, Sascha Maier was appointed to the Group's Advisory Board. Sascha is currently the Group Chief Information and Security Officer at SV Group, a leading hospitality and catering group in Europe. In this role, he oversees the Cyber Resilience strategy for the entire group, including all brands, subsidiaries, and the foundation.
Furthermore, Jason Rice, Vice President of Sales at Forcepoint, was appointed to the Group's Advisory Board. Jason has over 20 years of enterprise software experience supporting Fortune 2000 organisations to identify the appropriate technology that improves service, secures data and reduces risk.
In June 2024, Smartech247 announced the intention to open an office in Switzerland, furthering the Company's global business expansion strategy following its recently announced strategic partnership in the Middle East. As part of this expansion, the Company will hire locally based professionals to be based in its new office, located in Zurich. The new team is expected to play a critical role in supporting the continued growth of the Company's VisionX platform.
Recent research has highlighted that Swiss companies are facing increasing threats from AI generated phishing emails, disinformation campaigns and supply chain attacks. With the Swiss Financial Market Supervisory Authority identifying cyber risks as one of the most significant operational threats to financial institutions, Smarttech247's expansion is set to strengthen its global presence whilst supporting the growing number of businesses in Switzerland in their fight against cybercrime.
In September 2024, post period end, Smarttech247 announced an enhanced sales strategy designed to accelerate growth by introducing a new channel-based route to market. This approach will broaden our market reach and is a key component of our ambitious growth plans. To support this strategy, we are investing in increased headcount across our key geographical markets over the next 12 months, strengthening our presence and capacity to serve clients worldwide.
This strategic shift will see Smarttech247 place greater emphasis on channel and strategic partnerships to target rapid expansion whilst enhancing customer value across its global customer base. In parallel with this initiative, the Company is also launching its Partnership Programme with incentives designed to empower partners and drive mutual growth, with a key focus on efforts to enhance Smarttech247's sales and service delivery with core strategic partners. Previously, the Company's strategy focused on direct sales to customers but this new strategic shift will allow Smarttech247 to leverage the successful partnerships the Company has curated.
Smarttech247 is in advanced discussions with leading systems integrators and distributors to bring a range of its cybersecurity solutions, including VisionX MDR and ThreatHub, to a broader market, strengthening the Company's presence in key regions and scaling operations to meet the growing global demand. This new programme will provide Smarttech247's partners with the tools, resources and support to help partners maximise revenue potential and deliver value to customers via incentives including financial rewards, co-marketing opportunities and access to training and certifications programmes.
To support this strategy, Smarttech247 has already been building out its platform and expects to increase its headcount further in Ireland and across other key markets over the next 12 months, expanding the Company's operations in technical support, sales, marketing and partner support.
Environmental, Social, and Governance ("ESG") Commitment
At Smarttech247, we believe that our responsibility extends beyond delivering cutting-edge cybersecurity solutions. We are dedicated to integrating Environmental, Social, and Governance principles into our business strategy, reflecting our commitment to responsible corporate citizenship.
Environmental Responsibility
We recognise the importance of environmental stewardship in today's world. This year, Smarttech247 made significant strides in reducing our environmental impact by implementing a comprehensive sustainability plan. Our Environmental Policy outlines measurable actions to lower our carbon footprint and promote sustainable practices across all operations. Among key initiatives, we implemented strategies for energy efficiency, sustainable procurement and waste reduction.
Social Responsibility
Our commitment to social responsibility is at the heart of our Company's mission. We strive to make a meaningful impact on the communities in which we operate and to foster an inclusive, supportive environment within our organisation. Key initiatives include our Diversity and Inclusion programmes, such as Women in Cybersecurity, our employee well-being and development focus and our community engagement.
Governance Excellence
Smarttech247's governance framework is built on a foundation of integrity, transparency, and accountability. We are committed to upholding the highest standards in all aspects of our business, ensuring trust among our clients, investors, and stakeholders. Our governance practices are guided by internationally recognised standards, including ISO certifications.
Looking ahead, Smarttech247 is committed to continuously advancing our ESG efforts as part of our broader mission to create long-term value for our clients, employees, and society. We understand that our growth must be balanced with a commitment to sustainable and responsible practices. In the coming year, we plan to expand our ESG initiatives in order to continue to reduce our environmental impact, foster further diversity and inclusion, and strengthen our governance framework.
Industry awards and profile
In October 2023, Smarttech247 was awarded the Email Security Solution of the Year title at The Computing Security Awards 2023 for its product NoPhish. This cutting-edge solution operates in real-time, detecting and responding to phishing attempts. By analysing reported emails and identifying malicious elements, such as attachments or URLs, NoPhish enables organisations to stay ahead of cyber threats. Phishing remains a critical concern for companies globally and NoPhish offers clients a defence through its proactive approach and intelligence.
Other award nominations during this period include being named as a Deloitte Fast 50 Technology Company for 2023, becoming a finalist for the 'Scale Up of the Year' award at the Tech Industry Alliance Awards and a nomination for the 'Cyber Security Solution Provider of the Year' at the 2023 EU Cyber Awards.
In December 2023, the Group published its cybersecurity report, "Global Cybersecurity: Perspectives and Trends for 2024". This document reported that there had been a 50% increase in cyber-attacks during 2023 and highlighted critical issues in cybersecurity, offering strategic perspectives on emerging threats, industry trends, and the geopolitical dynamics expected to shape the threat landscape throughout 2024. The report also finds that external malicious actors account for 83% of data breaches and financial motives are still the driving force behind over 94% of actual breaches.
On 6 March 2024, Smarttech247 hosted its Zero Day Con 2024 conference for the 8th time. This event brings together leading technology firms, industry experts and government officials to allow business leaders to learn more about the latest cybersecurity trends. This year was again a very successful conference with over 600 international cybersecurity industry participants attending, including senior security executives and speakers from the FBI, NCIS and other industry leaders.
In June 2024, Smarttech247 was included in the Market Guide for Managed Detection and Response produced by Gartner, a leading research and advisory company. The yearly report has become the recognised industry guide for buyers considering MDR service providers.
Gartner's report emphasises the importance of human-led MDR, speed and service predictability and the need to go beyond reactive security measures with proactive threat hunting and exposure management. These all align with Smarttech247's offerings.
Smarttech247's technology agnostic VisionX platform using AI, via Aio, its Gen AI Assistant, integrates advanced security technologies with expert human analysis, ensuring comprehensive threat detection and response capabilities tailored to business-driven risk requirements.
Smarttech247 excels in providing MDR services that are quick to deploy and operate, with its high-touch support organisations accelerate their security operations capabilities without compromising on effectiveness.
Smarttech247's MDR offering goes beyond reactive measures by integrating proactive threat hunting and exposure management with a data-centric approach, thereby enhancing overall cyber resilience and efficiency.
Financial Commentary
In terms of financial performance, the revenue of the Group increased by in excess of 8% over the prior year reflecting the progress made in winning several new contracts during FY2024. A number of the contracts are multi-year and, depending on when they were won during the year, will affect the level of revenue actually recognised within the accounting period for that particular contract.
However, in terms of annual recurring revenue ("ARR") on a run rate basis, which takes into account the reduced full-year impact of contracts that start part way through the year, we have achieved a circa 50% increase. Furthermore, ARR for FY2024 represents approximately 60% of total revenues for that year, which is a key performance indicator reflecting the Group's growing strength and resilience. This significant increase underscores our success in securing long-term, sustainable revenue streams, and it positions us strongly for continued expansion in the coming years. We have also achieved a 100% client retention rate for MDR clients during the period which clearly demonstrates the quality of the service that we provide. Going forward, we expect our new channel-based route to market, which we introduced in September 2024 to enhance our sales strategy thereby accelerating our sales growth.
Gross profit margins have reduced slightly compared to the previous year. The cost of our Polish and Romanian operations has increased as a result of building out our platform to support increasing sales and more general salary inflation. Going forward, we expect to be able to reduce these costs through both operational improvements and a significant increase in the automation of our activities.
Like-for-like operating costs after having adjusted for the one-off costs relating to the Company's Initial Public Offering on AIM ("IPO") in the prior year, have increased during the year. This is principally due to growing our operations in Ireland and the full-year impact of the costs associated with being a listed company.
During the period, we have continued to invest in our products and technologies which is clearly necessary and important for a company in this sector. We have capitalised the relevant expenditure in line with our accounting policies, however, this investment has reduced our period-end cash balance compared to the previous period. The Group still retains a substantial cash balance at the period end and, going forward, both improved profitability through increasing sales, a reduction in costs and a reduction in our capital/R&D expenditure should lead to an improving cash position.
FY2025 has started well with both new contracts being won and a number of existing clients renewing their contracts.
Going forward, the Company remains well-positioned and well-funded for growth in an exciting sector and with a customer base that clearly values the services that the Company is able to provide.
Outlook
As we look to the future, Smarttech247 is poised to capitalise on one of the most significant opportunities in modern technology: the rapid growth of AI-driven security solutions. Artificial intelligence is transforming industries and reshaping the way organisations operate. However, with this transformation comes heightened risks and new, sophisticated threats. Our advanced cybersecurity solutions are well positioned to empower clients in deploying AI securely, ensuring they can harness its full potential without compromising their data integrity or security posture. By providing robust, AI-enhanced threat detection, response, and monitoring capabilities, we enable our clients to stay ahead of evolving cyber risks and maintain trust in their AI-driven operations.
In parallel, the exponential growth of data security demands a proactive approach that aligns perfectly with Smarttech247's capabilities. Organisations face enormous data security risks and our VisionX platform delivers precisely the level of protection required for their data-rich environments. The demand for advanced data security solutions is set to surge, and Smarttech247 is well-positioned to capture this growth through innovative, tailored solutions that meet the needs of modern enterprises.
Looking ahead, we remain deeply committed to expanding our ARR by focusing on long-term, multi-year contracts and increasing the renewal rate of our short-term offerings. This focus on ARR reflects our confidence in the value of our services and our commitment to sustainable growth. In addition to growing our ARR, we are also exploring new strategic partnerships and market expansions to deepen our presence in sectors like healthcare, finance, and government-industries where data security and AI integration are mission-critical. For our investors, the message is clear: Smarttech247 is at the forefront of the AI and data security evolution, and we are fully equipped to lead in this space, creating enduring value and delivering long-term, stable returns.
We have continued our positive momentum into the 2025 financial year with a number of new customers and the renewal or extension of existing contracts and with our innovation, strategic focus, and commitment to excellence, we are well-positioned to accelerate this growth trajectory. By expanding our offerings, strengthening client relationships, and exploring new markets, we are poised to deliver robust and sustainable value to our investors and stakeholders in the year ahead.
Raluca Saceanu
CEO
22 January 2025
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 July 2024
|
Note |
2024
|
2023 Restated* |
Continuing operations |
|
|
|
Revenue |
4 |
13,174 |
12,180 |
Cost of sales* |
5 |
(8,197) |
(7,029) |
Gross profit |
|
4,977 |
5,151 |
Administrative expenses* |
6 |
(5,232) |
(5,326) |
Other operating income |
7 |
483 |
478 |
Operating profit |
|
228 |
303 |
Other gains and losses |
|
- |
1 |
Finance costs |
10 |
(43) |
(100) |
Profit before taxation |
|
185 |
204 |
Income tax |
11 |
(52) |
(371) |
Profit for the year from continuing operations |
|
133 |
(167) |
Total profit for the year attributable to equity holders of the parent |
|
|
|
Other comprehensive income - foreign currency translation |
|
97 |
- |
Total comprehensive profit for the year attributable to equity holders of the parent |
|
230 |
(167) |
|
|
|
|
Basic earnings per share - € cents |
12 |
0.107 |
(0.166) |
Diluted earnings per share - € cents |
12 |
0.101 |
n/a |
STATEMENT OF FINANCIAL POSITION
As at 31 July 2024
GROUP |
Note |
2024 |
2023 |
Non-current assets |
|
|
|
Intangible assets |
13 |
6,910 |
3,934 |
Property, plant and equipment |
14 |
177 |
153 |
Right-of-use asset |
19 |
265 |
331 |
Financial assets |
15 |
1,175 |
1,162 |
Total non-current assets |
|
8,527 |
5,580 |
Current assets |
|
|
|
Trade and other receivables |
17 |
5,928 |
6,423 |
Cash and cash equivalents |
18 |
3,344 |
6,062 |
Total current assets |
|
9,272 |
12,485 |
TOTAL ASSETS |
|
17,799 |
18,065 |
Equity attributable to owners of the parent |
|
|
|
Called up share capital |
20 |
1,436 |
1,436 |
Share premium |
20 |
6,365 |
6,365 |
Share based payment reserve |
21 |
1,108 |
554 |
Other reserves |
22 |
(1,215) |
(1,215) |
Foreign exchange reserve |
|
131 |
34 |
Retained earnings |
|
4,442 |
4,309 |
Total equity |
|
12,267 |
11,483 |
Non-current liabilities |
|
|
|
Lease liability |
19 |
241 |
260 |
Total non-current liabilities |
|
241 |
260 |
Current liabilities |
|
|
|
Trade and other payables |
24 |
5,263 |
6,231 |
Lease liability |
19 |
28 |
91 |
Total current liabilities |
|
5,291 |
6,322 |
Total liabilities |
|
5,532 |
6,582 |
TOTAL EQUITY AND LIABILITIES |
|
17,799 |
18,065 |
These Financial Statements were approved by the board of Directors on 22 January 2025 and were signed on its behalf by:
Raluca Saceanu
Director
COMPANY - company number 14385467
|
Note |
2024 |
2023 |
Non-current assets |
|
|
|
Investments |
16 |
1,405 |
1,116 |
Total non-current assets |
|
1,405 |
1,116 |
Current assets |
|
|
|
Intercompany receivable |
|
3,746 |
3,166 |
Trade and other receivables |
17 |
186 |
184 |
Cash and cash equivalents |
18 |
2,626 |
2,949 |
Total current assets |
|
6,558 |
6,299 |
TOTAL ASSETS |
|
7,963 |
7,415 |
Equity attributable to owners of the parent |
|
|
|
Called up share capital |
20 |
1,436 |
1,436 |
Share premium |
20 |
6,365 |
6,365 |
Share based payment reserve |
21 |
1,108 |
554 |
Foreign exchange reserve |
|
135 |
22 |
Retained earnings |
|
(1,281) |
(1,016) |
Total equity |
|
7,763 |
7,361 |
Current liabilities |
|
|
|
Intercompany payables |
|
96 |
32 |
Trade and other payables |
24 |
104 |
22 |
Total current liabilities |
|
200 |
54 |
Total liabilities |
|
200 |
54 |
TOTAL EQUITY AND LIABILITIES |
|
7,963 |
7,415 |
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own income statement or statement of comprehensive income. The Company's loss for the year was €265K (2023: €1,016K).
These Financial Statements were approved by the board of Directors on 22 January 2025 and were signed on its behalf by:
Raluca Saceanu
Director
STATEMENT OF CASHFLOW
As at 31 July 2024 GROUP |
Notes |
2024 |
2023 |
Cash flow from operating activities |
|
|
|
Profit / (loss) for the financial year |
|
133 |
(167) |
Adjustments for: |
|
|
|
Interest payable |
10 |
11 |
64 |
Finance costs |
10 |
32 |
36 |
Impact of foreign exchange |
|
- |
(9) |
Taxation |
|
- |
223 |
Share based payments |
|
554 |
554 |
IPO costs in shares |
|
- |
608 |
Depreciation and amortisation |
6 |
568 |
549 |
Fair value loss / (gain) on investments |
|
(13) |
(1) |
Changes in working capital: |
|
|
|
Decrease / (increase) in trade and other receivables |
|
607 |
(241) |
(Decrease) / increase in trade and other payables |
|
(978) |
1,532 |
Net cash inflow from operating activities |
|
914 |
3,148 |
Cash flow from investing activities |
|
|
|
Cash acquired on acquisition |
|
- |
7 |
Purchase of intangible fixed assets |
13 |
(3,408) |
(2,625) |
Purchase of tangible fixed assets |
14 |
(94) |
(112) |
Net cash inflow / (outflow) from investing activities |
|
(3,502) |
(2,730) |
Cash flows from financing activities |
|
|
|
Net proceeds from the issue of shares |
|
- |
3,373 |
Repayment of lease liabilities |
19 |
(115) |
(76) |
Other finance costs |
|
(9) |
(7) |
Net cash (outflow) / inflow from financing activities |
|
(124) |
3,290 |
Net (decrease)/ increase in cash and cash equivalents |
|
(2,712) |
3,708 |
Cash and cash equivalents at beginning of period |
|
6,062 |
2,358 |
Foreign exchange impact on cash |
|
(6) |
(4) |
Cash and cash equivalents at the end of the period |
19 |
3,344 |
6,062 |
Significant non-cash transactions
The only significant non-cash transactions that are included in the cash flow were the issue of shares and share options as detailed in Notes 20 and 21.
COMPANY |
Notes |
2024 |
2023 |
Cash flow from operating activities |
|
|
|
Loss for the financial year |
|
(265) |
(1,016) |
Adjustments for: |
|
|
|
Share based payments |
|
265 |
450 |
IPO costs in shares |
|
- |
608 |
Changes in working capital: |
|
|
|
(Increase) in trade and other receivables |
|
(468) |
(521) |
Increase in trade and other payables |
|
145 |
55 |
Net cash outflow from operating activities |
|
(323) |
(424) |
Cash flows from financing activities |
|
|
|
Net proceeds from the issue of shares |
|
- |
3,373 |
Net cash inflow from financing activities |
|
- |
3,373 |
Net (decrease)/ increase in cash and cash equivalents |
|
(322) |
2,949 |
Cash and cash equivalents at beginning of period |
|
2,949 |
- |
Cash and cash equivalents at the end of the period |
18 |
2,626 |
2,949 |
Significant non-cash transactions
The only significant non-cash transactions that are included in the cash flow were the issue of shares and share options as detailed in Notes 20 and 21.
GROUP |
Share Capital |
Share Premium |
SBP Reserve |
Other Reserve |
Foreign Exchange Reserve |
Retained Earnings |
|
Total Equity |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
|
€'000 |
|
|
|
|
|
|
|
|
|
Balance at 1 August 2022 (unaudited) |
- |
- |
- |
23 |
34 |
4,476 |
|
4,533 |
Loss for the year |
- |
- |
- |
- |
- |
(167) |
|
(167) |
Other comprehensive income |
- |
- |
- |
- |
- |
- |
|
- |
Total comprehensive loss for the year |
- |
- |
- |
- |
- |
(167) |
|
(167) |
Capital reorganisation |
1,012 |
- |
- |
(1,012) |
- |
- |
|
- |
Issue of shares to settle acquired CLN |
159 |
2,577 |
- |
- |
- |
- |
|
2,736 |
Issue of shares |
265 |
4,108 |
- |
- |
- |
- |
|
4,373 |
Acquisition of Smart Securities |
- |
- |
- |
(226) |
- |
- |
|
(226) |
Share based payments |
- |
- |
554 |
- |
- |
- |
|
554 |
Share issue costs |
- |
(320) |
- |
- |
- |
- |
|
(320) |
Total transaction with owners |
1,436 |
6,365 |
554 |
(1,238) |
- |
- |
|
7,117 |
Balance at 31 July 2023 |
1,436 |
6,365 |
554 |
(1,215) |
34 |
4,309 |
|
11,483 |
Profit for the year |
- |
- |
- |
- |
- |
133 |
|
133 |
Other comprehensive income |
- |
- |
- |
- |
97 |
- |
|
97 |
Total comprehensive income for the year |
- |
- |
- |
- |
97 |
133 |
|
230 |
Share based payments |
- |
- |
554 |
- |
- |
- |
|
554 |
Total transaction with owners |
- |
- |
554 |
- |
- |
- |
|
554 |
Balance at 31 July 2024 |
1,436 |
6,365 |
1,108 |
(1,215) |
131 |
4,442 |
|
12,267 |
STATEMENT OF CHANGE IN EQUITY
As at 31 July 2024
COMPANY |
Share Capital |
Share Premium |
SBP Reserve |
Foreign Exchange Reserve |
Retained Earnings |
|
Total Equity |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
|
€'000 |
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
(1,016) |
|
(1,016) |
Other comprehensive income |
- |
- |
- |
22 |
- |
|
22 |
Total comprehensive income/(loss) for the year |
- |
- |
- |
22 |
(1,016) |
|
(994) |
Issue of shares as part of capital reorganisation |
1,012 |
- |
- |
- |
- |
|
1,012 |
Issue of shares to settle acquired CLN |
159 |
2,577 |
- |
- |
- |
|
2,736 |
Issue of shares |
265 |
4,108 |
- |
- |
- |
|
4,373 |
Share based payments |
- |
- |
554 |
- |
- |
|
554 |
Share issue costs |
- |
(320) |
- |
- |
- |
|
(320) |
Total transaction with owners |
1,436 |
6,365 |
554 |
- |
- |
|
8,355 |
Balance at 31 July 2023 |
1,436 |
6,365 |
554 |
22 |
(1,016) |
|
7,361 |
(Loss) for the year |
- |
- |
- |
- |
(265) |
|
(265) |
Other comprehensive income |
- |
- |
- |
113 |
- |
|
113 |
Total comprehensive income/(loss) for the year |
- |
- |
- |
113 |
(265) |
|
(152) |
Share based payments |
- |
- |
554 |
- |
- |
|
554 |
Total transaction with owners |
- |
- |
554 |
- |
- |
|
554 |
Balance at 31 July 2024 |
1,436 |
6,365 |
1,108 |
135 |
(1,281) |
|
7,763 |
NOTES TO THE FINANCIAL INFORMATION
For the year ended 31 July 2024
1. GENERAL INFORMATION
Smarttech247 Group plc ("Smarttech247") is a public limited company incorporated and registered in England and Wales with its registered office at 165 Fleet Street, London, EC4A 2DY. The Company's registered number is 14385467. The Company has four 100% owned subsidiaries, Zefone Limited incorporated and registered in Ireland, Smart Systems Security Limited, incorporated and registered in England and Wales, Smarttech 247 Cyber Security Sarl incorporated and registered in Romania and Smartech Sp z.o.o. incorporated and registered in Poland (together "the Group").
The Group's principal activities consist of providing managed detection and response capabilities to global organisations, and associated services including penetration testing, governance risk and compliance and cyber consultancy.
The consolidated Financial Statements were approved for issue by the Board of Directors on 22 January 2025.
2 ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.
2.1 Basis of preparation
The financial statements for the year ended 31 July 2024 have been prepared in accordance with UK-adopted International Financial Reporting Standards ("IFRS") with the principal accounting policies applied in the preparation of the Financial Statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.
On 18 November 2022, Smarttech247 Group plc which had never traded, acquired 100% of Zefone Limited. The Group has used merger accounting to account for this acquisition as there was no change in the shareholders or holdings, and therefore it is accounted for with no change in the book values of assets and liabilities and no fair value accounting applied. Consequently, the prior year incorporated the full year results for Zefone Limited and its subsidiaries as well as the trading of the Company from incorporation on 29 September 2022 to 31 July 2023, prepared under IFRS. See Note 2.6 for further information.
The financial statements have been prepared under the historical cost convention as modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
The preparation of financial statements in conformity with UK IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements, are disclosed in Note 2.24.
The principal accounting policies are set out below and have, unless otherwise stated, been applied consistently in the financial statements.
The consolidated financial statements are presented in Euros (€) unless otherwise stated, which is the Company's functional currency and the Group and Company's presentational currency and presented to the nearest €'000.
2.2 New standards, amendments and interpretations
The Group and Company have adopted all of the new and amended standards and interpretations issued by the International Accounting Standards Board that are relevant to its operations and effective for accounting periods commencing on or after 1 August 2023.
No standards or Interpretations that came into effect for the first time for the financial year beginning 1 August 2023 have had an impact on the Group or Company.
2.3 New standards and interpretations not yet adopted
Standards and amendments to standards that have been issued that are applicable for the Group but are not effective for 2024 and have not been early adopted are:
Standard |
Impact on initial application |
Effective date |
Amendments to IAS 1 |
Classification of liabilities as Current or Non-current, effective from 1 January 2024
or Non-current |
1 January 2024 |
Amendments to IFRS 16 Leases |
Lease Liability in a Sale and Leasebacks |
1 January 2024 |
Amendments to IAS 1 Presentation of Financial Statements |
Non-current Liabilities with Covenants |
1 January 2024 |
Amendments to IAS21 |
Lack of exchangeability |
1 January 2025 |
Amendments IFRS 9 and IFRS 7 - Financial instruments |
Classification and measurement of financial instruments |
1 January 2026 |
IFRS 18 - Presentation and Disclosure in Financial Statements |
Presentation and Disclosure of financial Statements |
1 January 2027 |
The effect of these new and amended Standards and Interpretations which are in issue but not yet mandatorily effective is not expected to be material.
The directors are evaluating the impact that these standards may have on the financial statements of Group.
2.4 Going concern
Management has prepared the financial statements on a going concern basis. The directors are satisfied that adequate resources are available to the Group, taking into consideration the funds generated from the successful AIM listing and associated fundraise during the prior year. Furthermore, the Group is expected to generate positive cash flow from its operating business going forward. Consequently, they have no reason to believe that any material uncertainty exists that would cast a doubt about the ability of the Group and Company to continue as a going concern.
In making this judgement management considered the Group's budgets and cash flow forecasts for a period of at least twelve months from the date of approval of the financial information and the level of existing cash resources which demonstrates that the Group will be in a position to meet its liabilities as they fall due.
The Group has therefore adopted the going concern basis in preparing the financial statements.
2.5 Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated.
The Group has applied the acquisition method to account for certain business combinations within the Group. With this method, the consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
The Group has also used merger accounting as described in more detail below in Note 2.6 for the combination of Smarttech247 Group plc and Zefone Limited, its principal trading subsidiary.
2.6 Merger accounting
The Company was incorporated on 29 September 2022 with one £0.01 ordinary share and on 18 November 2022, became the parent company of the Group when it issued 87,499,999 £0.01 ordinary shares in exchange for 100% of the ordinary shares in Zefone Limited as part of a share for share exchange.
This transaction was not considered to be a business combination within the scope of IFRS3 as the transaction was between entities under common control. This is a key judgement, and as a transaction where there was no change in the shareholders or holdings, is accordingly accounted for using merger accounting with no change in the book values of assets and liabilities and no fair value accounting applied.
Further information on the transaction is included in Note 22.
2.7 Foreign currency translation
(i) Functional and presentation currency
Items included in the financial information for each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial information is presented in €, which is the Company's presentation and functional currency. The individual financial statements of each of the Company's wholly owned subsidiaries are prepared in the currency of the primary economic environment in which it operates (its functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e. the average rate for the period). The foreign exchange differences on translation are recognised in other comprehensive income/(loss).
(ii) Transactions and balances
Transactions denominated in a foreign currency are translated into the functional currency at the exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to the functional currency at rates of exchange ruling at statement of financial position date. Gains or losses arising from settlement of transactions and from translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income for the period.
(iii) Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of the statement of financial position;
- income and expenses for each statement of comprehensive income are translated at the average exchange rate; and
- all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised in the statement of comprehensive income as part of the gain or loss on sale.
2.8 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive Board of Directors.
2.9 Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment at each reporting date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment review is based on discounted future cash flows. If the expected discounted future cash flow from the use of the assets and their eventual disposal is less than the carrying amount of the assets, an impairment loss is recognised in profit or loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash generating units or "CGUs").
2.10 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions and bank overdrafts.
2.11 Fair value measurement
Fair value measurement IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. Further information is set out at Note 2.12 (c).
IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards.
2.12 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
- those to be measured at amortised cost;
- At fair value through profit or loss.
The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.
The Group classifies financial assets as at amortised cost only if both of the following criteria are met:
- the asset is held within a business model whose objective is to collect contractual cash flows; and
- the contractual terms give rise to cash flows that are solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss ("FVPL"), transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of comprehensive income.
Financial investments
Listed investments are valued at closing bid price on 31 July of each year. Unlisted investments that are not publicly traded and whose fair value cannot be measured reliably, are measured at fair value through profit and loss, less impairment. For details of the key assumptions used and the impact of changes to these assumptions, see Note 15.
Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk, with the Group performing the following procedures to reduce the risk of credit losses:
- Performing credit checks on existing, new or prospective customers
- Maintaining regular dialogue with senior staff of existing customers to discuss payments of invoices
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group's most significant clients are public or regulated industry entities which generally have high credit ratings or are of a high credit quality due to the nature of the client. These customers are not considered to have been significantly impacted by Covid.
Expected credit losses are assessed on an individual customer basis, based on the historical payment profiles of the customers, the current and historic relationship with the customer, and the industry in which the customer operates. There have been no impairments of trade receivables in the periods.
2.13 Leases
Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
- Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
- Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
- Amounts expected to be payable by the Group under residual value guarantees;
- The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
- Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. In all instances the leases were discounted using the incremental borrowing rate.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right-of-use assets are measured at cost which comprises the following:
- The amount of the initial measurement of the lease liability;
- Any lease payments made at or before the commencement date less any lease incentives received;
- Any initial direct costs; and
- Restoration costs.
Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.
Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than €20K) are recognised on a straight-line basis as an expense in profit or loss.
2.14 Equity
Share capital is determined using the nominal value of shares that have been issued.
Share premium account includes any premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from the Share premium account, net of any related income tax benefits.
Retained losses includes all current and prior period results as disclosed in the statement of comprehensive income.
2.15 Share based payments
The Group has made awards of warrants and options on its unissued share capital to certain parties in return for services provided to the Group. Under IFRS 2, these share-based payments are either valued at the value of the services provided or where this data is not available a fair value should be calculated using the Black Scholes Option Pricing model and/or the Monte Carlo valuation model which is how they have been valued in this case. The valuation of these warrants and options involves making several critical estimates relating to price volatility, future dividend yields, expected life of the options and interest rates. These assumptions have been integrated into the Black Scholes Option Pricing model and the Monte Carlo valuation model to derive a value for these share-based payments. These assumptions are described in more detail in Note 21.
2.16 Revenue
Under IFRS 15, Revenue from Contracts with Customers, five key points to recognise revenue have been assessed:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) a Group entity satisfies a performance obligation.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group, and specific criteria have been met for each of the Group's activities, as described below.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes.
The Group bases its estimates on all available information including historical results and experience taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period, these are deferred and recognised under 'accrued expenses and deferred income' in the Statement of Financial Position.
The Group derives revenue from the provision of managed detection and response and other cyber security services, whereby revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.
Revenue from the sale of products is recognised when the customer has received the products, which is when it is considered that the performance obligations have been met.
In arrangements where fees are invoiced ahead of revenue being recognised, deferred income is recorded.
2.17 Government grants
Capital grants received and receivable are treated as deferred income and amortised to the Income Statement annually over the useful economic life of the asset to which it relates. Revenue grants are credited to the Income Statement when received.
2.18 Taxation
The taxation expense for the year comprises current and deferred tax and is recognised in the statement of comprehensive income except to the extent that it relates to items recognised in other comprehensive income, or directly in equity, in which case the tax expense is also recognised in other comprehensive income or directly in equity.
Current tax represents the amount expected to be paid or recovered in respect of taxable profits for the financial year and is calculated using the tax rates and laws that have been enacted or substantially enacted at the Statement of Financial Position date.
Deferred tax arises from timing differences that are differences between the taxable profits and total comprehensive income as stated in the financial statements. The timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is proved in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statement. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised of the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probably that future taxable profits will be available against which temporary differences can be utilised. Current or deferred taxation assets and liabilities are not discounted.
2.19 Research and development tax credits and grants
Tax credits and grants in connection with the amounts spent by the Group on research and development are received from Enterprise Ireland and the Irish Government. The relevant tax credit is recognised on an accruals basis, however the application process can take a significant period of time and the outcome can be uncertain. Consequently, this income is only accounted for in the period when approval is received.
2.20 Property, plant and equipment
Property, plant and equipment are recorded at historical cost or deemed cost, less accumulated depreciation and impairment losses. Costs includes prime cost, overheads and interest incurred in financing the construction of property, plant and equipment. Capitalisation of interest ceases when the asset is brought into use.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their estimated useful lives as follows:
Plant and machinery - 12.5% straight line
Fixtures and fittings - 12.5% straight line
The Group's policy is to review the remaining useful economic lives and residual values of property, plant and equipment on an on-going basis and to adjust the depreciation charge to reflect the remaining estimated useful economic useful life and residual value.
Fully depreciated property, plant and equipment are retained in the cost of property, plant and equipment and related accumulated depreciation until they are removed from service. In the case of disposals, assets and related depreciation are removed from the financial statements and the net amounts, less proceeds from disposal, is charges or credited to the income statement.
2.21 Intangible assets
Costs incurred on developments projects (relating to the development and testing of new or improved products) are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be measured reliably. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Intangible asset impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. The carrying value of the Group's intangible assets have been reviewed against the net present value of the future cashflows discounted at the rate of 10% that are expected to be generated from those assets.
Research and development expenditure
Development expenditure is written off in the same period unless the Board is satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised and amortised over the period from which the Group is expected to benefit.
Amortisation is provided on all intangible assets so as to write off the cost of an asset over its estimated useful life as follows:
Development costs - 20-33.3% straight line
Software license
Software licenses are valued at costs less accumulated amortisation
Website and software licenses - 33.3% straight line or over the term of the licence
2.22 Convertible loan notes, borrowings and borrowing costs
Convertible loan notes classified as financial liabilities and borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are capitalised as a prepayment for liquidity services and amortised over the period of the loan to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period.
2.23 Employee benefits
Short-term benefits
Short-term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the employee's entitlement to the benefit accrues.
Defined contribution pension plan
The Company operates a defined contribution plan. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate fund. Under defined contribution plans, the Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee services in the current and prior periods.
For defined contribution plans, the Company pays contributions to privately administered pension plans on a contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in the future payments is available.
2.24 Critical accounting judgements and key sources of estimation uncertainty
The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Basis of acquisition accounting
The Group has applied the merger accounting method to account for certain business combinations within the Group. Merger accounting has been applied as the entities were commonly controlled at the point of acquisition. The assets and liabilities have been recognised at their book values. The choice of the accounting policy is a key judgement.
Establishing useful economic lives for depreciation purposes of property, plant and equipment
Long-lived assets, consisting primarily of property, plant and equipment, comprise a significant portion of the total assets. The annual depreciation charge depends primarily on the estimated useful economic lives of each type of asset and estimates of residual values. The directors regularly review these asset useful economic lives and change them as necessary to reflect current thinking on remaining lives in light of prospective economic utilisation and physical condition of the assets concerned. Changes in asset useful lives can have a significant impact on depreciation and amortisation charges for the period. Detail of the useful economic lives is included in the accounting policies.
Providing for doubtful debts
The Group makes an estimate of the recoverable value of trade and other receivables. The Group uses estimates based on historical experience in determining the level of debts, which the company believes, will not be collected. These estimates include such factors as the current credit rating of the debtor, the ageing profile of receivables and historical experience. Any significant reduction in the level of customers that default on payments or other significant improvements that resulted in a reduction in the level of bad debt provision would have a positive impact on the operating results. The level of provision required is reviewed on an ongoing basis.
Amortisation of Intangible Assets (Note 13)
The annual amortisation of intangible assets depends primarily on the estimated useful lives of assets and estimates of residual value. The directors regular review these assets useful lives and change them as necessary to reflect current thinking on remining lives in light of prospective economic utilisation. Changes in asset useful lives can have a significant impact on amortisation charges for the period. Detail of the useful life is included in the accounting policy.
Carrying Value of Intangible Assets (Note 13)
Determining whether there are indicators of impairment of the company's intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit. The directors are satisfied that the carrying value of the Group's intangible assets are at least equal to their recoverable amounts.
Valuation of unlisted investments (Note 15)
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions, see Note 15.
Share based payments (Note 21)
The Group issues options and warrants to its employees, directors, investors and advisors. These are valued in accordance with IFRS 2 "Share-based payments". In calculating the related charge on issuing shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used including share price volatility, risk free rate, and expected life. Changes to these inputs may impact the related charge. In the period the Group did not perform any new valuations but released expenses to the statement of other comprehensive income from valuations in prior periods.
3. SEGMENT REPORTING
The following information is given about the Group's reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group's internal reporting in order to assess performance of the Group. Management has determined the operating segment based on the reports reviewed by the Board.
The Board considers that during the years ended 31 July 2023 and 31 July 2024 the Group operated in the single business segment of managed detection and response capabilities to global organisations.
4. REVENUE
|
|
2024 |
2023 |
Ireland |
|
5,986 |
5,971 |
Europe |
|
335 |
79 |
Rest of the world |
|
6,854 |
6,130 |
|
|
13,174 |
12,180 |
|
|
|
|
The vast majority of the Group's revenue is derived from the principal activity of providing managed detection and response capabilities to global organisations, and associated services including penetration testing, governance risk and compliance and cyber consultancy. The geographical classification is based on the nationality of the entity invoiced and not on the nationality of the parent company in the group.
In 2024, the Group had two customers that represented 35% of total revenue. In 2023, the Group had two customers that represented 37% of total revenue.
Where revenue is included as deferred income at the year end, all of this balance is expected to be received during the course of the following year.
|
|
2024 |
2023 |
Revenue recognised at a point in time |
|
6,162 |
5,720 |
Revenue recognised over time |
|
7,012 |
6,460 |
|
|
13,174 |
12,180 |
5. COST OF SALES
|
|
2024 |
2023 Restated |
Cost sales - purchases |
|
5,460 |
5,374 |
Cost sales - direct costs |
|
2,737 |
1,655 |
|
|
8,197 |
7,029 |
During 2023, certain costs, principally wages and salaries, that were incurred in Poland and Romania were included under general administration expenses. However, management have reviewed these costs and believe they should be treated as cost of sales as they relate to the costs of providing MDR services and so have been included in cost of sales in 2024. For the two periods to be properly comparable, the prior year has therefore been restated. This is purely a reclassification between cost of sales and administration expenses with no net change to the results of the prior period. The reclassification is believed to give a more accurate position of gross margins within the financial statements.
The impact of the reclassification adjustment to the cost of sales and administrative expenses is set out below:
|
|
2023
|
Reclass adjustment €'000 |
2023 Restated |
Cost sales - purchases |
|
5,374 |
- |
5,374 |
Cost sales - direct costs |
|
- |
1,655 |
1,655 |
|
|
5,374 |
1,655 |
7,029 |
Within the restated figures for 2023, cost of sales - purchases have reduced slightly and certain of the prior year's costs included in administration expenses, principally wages and salaries have been moved to cost of sales - direct costs resulting in a net increase of €1,655,000.
|
|
2023 |
Reclass adjustment €'000 |
2023 Restated |
Administrative expenses |
|
6,981 |
(1,655) |
5,326 |
|
|
6,981 |
(1,655) |
5,326 |
|
|
|
|
|
Within the restated figures for 2023, administration costs have reduced by €1,655,000, equivalent to the movement in total cost of sales.
6. ADMINISTRATIVE EXPENSES
|
|
2024 |
2023 Restated |
Wages and salaries (including directors) |
|
2,842 |
1,900 |
Consultancy and professional fees |
|
513 |
338 |
Administrative expenses |
|
779 |
701 |
Amortisation of intangible fixed assets |
|
432 |
428 |
Depreciation of right-of-use assets |
|
66 |
63 |
Depreciation of tangible fixed assets |
|
70 |
56 |
IPO related costs |
|
- |
977 |
CLN settlement costs |
|
- |
315 |
Share based payments |
|
554 |
554 |
Other expenses |
|
(24) |
(6) |
|
|
5,232 |
5,326 |
The restatement adjustment for 2023 as described above is principally going through wages and salaries costs but also across other categories as costs within this category have been reclassified as direct costs attributable to cost of sales. Included above within Administrative Expenses are certain one-off costs that principally relate to IPO costs, issue of share options and CLN settlement costs.
|
|
2024 |
2023 |
IPO related costs |
|
- |
977 |
Share based payments |
|
554 |
554 |
CLN settlement costs |
|
- |
315 |
Total one-off costs |
|
554 |
1,846 |
Operating profit |
|
228 |
303 |
Adjusted operating profit |
|
782 |
2,149 |
Add back depreciation and amortisation |
|
568 |
549 |
Adjusted EBITDA |
|
1,350 |
2,698 |
The following auditors' fees are included in Administrative Expenses:
|
|
2024 |
2023 |
Audit of Group and Company |
|
70 |
50 |
For audit work in relation to subsidiary companies |
|
25 |
25 |
For audit related services |
|
- |
33 |
For non-audit services |
|
- |
85 |
|
|
95 |
193 |
7. OTHER OPERATING INCOME
|
|
2024 |
2023 |
Other |
|
26 |
63 |
R&D grant |
|
- |
415 |
R&D tax credit |
|
457 |
- |
|
|
483 |
478 |
During the year, the Group received:
(i) Research and Development grant of €nil from Enterprise Ireland (2023: €415K).
(ii) Research and Development tax credit of €457K (2023: €nil).
(iii) Other includes €13K fair value gain on investments (2023: €1K) with balance of €13K from Enterprise Ireland (2023: €62K)
8. EMPLOYEES
Staff costs (inclusive of director's salaries) comprise:
|
|
2024 |
2023 |
Wages and salaries |
|
6,923 |
5,099 |
Pension costs |
|
55 |
28 |
Share based payments |
|
554 |
554 |
Other costs and taxes |
|
505 |
368 |
Total employee costs |
|
8,037 |
6,048 |
Employee costs have been accounted for as follows: |
|
|
|
Employee costs capitalised |
|
2,573 |
2,277 |
Employee costs included in cost of sales |
|
2,068 |
1,317 |
Employee cost include in administration expenses |
|
2,842 |
1,900 |
Share based payments |
|
554 |
554 |
Total |
|
8,037 |
6,048 |
Staff costs include the total cost to the Group of its employees irrespective of whether the cost is included within the profit and loss account under costs of sales, administration costs or capitalised and carried as an intangible asset in the case of certain wages and salaries that relate to research and development.
The average monthly number of employees, including the Directors, during the year was 162 (2023: 135).
9. DIRECTORS' REMUNERATION
|
|
2024 |
2023 |
Directors' remuneration |
|
430 |
313 |
Pension contributions |
|
23 |
18 |
Share based payments |
|
265 |
296 |
Other costs and taxes |
|
- |
11 |
|
|
718 |
638 |
During the year, retirement benefits accruing to Directors of €nil (2023: €nil) in respect of defined contribution pension schemes.
The highest paid Director received remuneration of €183K (2023: €157k).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to €13K (2023: €14K).
10. FINANCE COSTS
|
|
2024 |
2023 |
Interest |
|
11 |
71 |
Lease liability finance charges (Note 19) |
|
32 |
29 |
|
|
43 |
100 |
11. TAXATION
|
|
2024 |
2023 |
The charge for year is made up as follows: |
|
|
|
Corporation tax |
|
|
|
Corporation taxation on the results for the year |
|
52 |
371 |
|
|
52 |
371 |
Deferred tax |
|
|
|
Deferred tax |
|
- |
- |
|
|
- |
- |
Taxation charge on profits on ordinary activities on profits on ordinary activities |
|
52 |
371 |
The headline rate of UK corporation tax for the year ended 31 July 2023 was 25%, previously 19% for periods to 31 March 2023. Additionally, the UK's Marginal Relief rules applied from 1 April 2023. With regard to Marginal Relief, the main rate of 25% applies broadly where a company has augmented profits in excess of £250K. Between £50K to £250K, a marginal rate of relief will apply proportionately between 19% and 25%, with 19% applying to profits below £50K.
Factors affecting tax change for the year
|
|
2024 |
2023 |
Profit on ordinary activities before tax |
|
185 |
204 |
Tax calculated at domestic tax rates applicable to profits in respective countries. |
|
35 |
37 |
|
|
|
|
Effects of: |
|
|
|
Expenses not deductible for tax purposes |
|
85 |
365 |
Group relief surrendered / (claimed) |
|
- |
(3) |
Foreign tax - other |
|
5 |
3 |
Remeasurement of deferred tax for changes in tax rate |
|
- |
(2) |
Adjustments in respect of prior year |
|
- |
30 |
Difference in overseas tax rates |
|
(52) |
(109) |
Other movements |
|
(21) |
50 |
Taxation charge on profits on ordinary activities |
|
52 |
371 |
The weighted average applicable tax rate was 19% (2023: 18%). The increase is caused by the change in main rate of tax in the UK to 25% (2023: 19%), affecting the overall group average.
12. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year.
Basic Earnings Per Share |
2024 |
2023 |
Profit / (loss) for the year from continuing operations - € |
133,000 |
(167,000) |
Weighted number of ordinary shares in issue |
124,078,982 |
100,500,026 |
Basic earnings per share from continuing operations - € cents |
0.107 |
(0.166) |
Diluted Earnings Per Share |
2024 |
2023 |
Profit/(loss) for the year from continuing operations - € |
133,000 |
(167,000) |
Weighted number of ordinary shares in issue |
124,078,982 |
100,500,026 |
Weighted number of dilutive securities in issue |
8,006,891 |
n/a |
|
132,085,873 |
n/a |
Diluted earnings per share from continuing operations - € cents |
0.101 |
n/a |
The weighted average number of ordinary shares in issue for the prior year has been used as the total number of shares swapped for the purchase of Zefone Limited as if those shares were in issue during the prior year. Diluted earnings per share was not calculated in 2023 as it is assumed that there were no dilutive instruments given the Group incurred a loss for the period.
13. INTANGIBLE ASSETS
Group |
Website & software licenses |
Development costs |
|
Total €'000 |
Cost |
|
|
|
|
At 1 August 2022 |
1,227 |
1,533 |
|
2,760 |
Additions |
- |
2,625 |
|
2,625 |
At 31 July 2023 |
1,227 |
4,158 |
|
5,385 |
Additions |
85 |
3,323 |
|
3,408 |
At 31 July 2024 |
1,312 |
7,481 |
|
8,793 |
Amortisation |
|
|
|
|
At 31 July 2022 |
912 |
109 |
|
1,021 |
Charge for the year |
241 |
189 |
|
430 |
At 31 July 2023 |
1,153 |
298 |
|
1,451 |
Charge for the year |
58 |
374 |
|
432 |
At 31 July 2024 |
1,211 |
672 |
|
1,883 |
Net book value |
|
|
|
|
31 July 2023 |
74 |
3,860 |
|
3,934 |
31 July 2024 |
101 |
6,809 |
|
6,910 |
The Directors have considered the carrying value of these balances in order to determine whether any impairment of the Group's intangible assets is required. This has included considering the economic viability and expected future financial performance of the products relating to these assets by modelling the expected net future cash flows expected to be generated. All development expenditure is capitalised and not recognised as an expense during the period.
A model has been prepared for the Cash Generating Unit ("CGU") in order to calculate the likely level of cash that can be generated by that CGU. The model has been prepared on a detailed basis from the sales pipeline for the first two years and then the cashflow in year two is grown at the rate of 10% per annum for years three and four. The resulting cash flows are then discounted back to a net present value ("NPV") using a 10% discount rate. The NPV is then compared to the carrying value of the intangible asset for that CGU. In terms of sensitivities, the Directors have considered the impact of a reduction in revenue on the NPV calculated and are satisfied that any resulting reduction in NPV is offset by the prudent approach of not ascribing any value to the cash generated after year four.
The Board considers the net present values calculated to be prudent, particularly as the value of cash generated in perpetuity has not been included. and is satisfied that the carrying value of the Group's intangible assets are at least equal to their recoverable amounts.
14. PROPERTY, PLANT AND EQUIPMENT
Group |
Plant & machinery €'000 |
Fixtures & fittings €'000 |
|
Total €'000 |
Cost |
|
|
|
|
At 1 August 2022 |
35 |
194 |
|
229 |
Additions |
20 |
92 |
|
112 |
At 31 July 2023 |
55 |
286 |
|
341 |
Additions |
94 |
- |
|
94 |
At 31 July 2024 |
149 |
286 |
|
435 |
Depreciation |
|
|
|
|
At 1 August 2022 |
26 |
106 |
|
132 |
Charge for the year |
11 |
45 |
|
56 |
At 31 July 2023 |
37 |
151 |
|
188 |
Charge for the year |
27 |
43 |
|
70 |
At 31 July 2024 |
64 |
194 |
|
258 |
|
|
|
|
|
Net book value |
|
|
|
|
At 31 July 2023 |
18 |
135 |
|
153 |
At 31 July 2024 |
85 |
92 |
|
177 |
15. FINANCIAL FIXED ASSETS
Group |
|
Level 3- Unlisted investments €'000 |
Level 1- Listed investments €'000 |
|
Total €'000 |
Investment |
|
|
|
|
|
Cost of valuation |
|
|
|
|
|
At 1 August 2022 |
|
1,039 |
122 |
|
1,161 |
Revaluations |
|
- |
1 |
|
1 |
At 31 July 2023 |
|
1,039 |
123 |
|
1,162 |
Additions |
|
- |
13 |
|
13 |
At 31 July 2024 |
|
1,039 |
136 |
|
1,175 |
|
|
|
|
|
|
Carrying amount |
|
|
|
|
|
At 31 July 2023 |
|
1,039 |
123 |
|
1,162 |
At 31 July 2024 |
|
1,039 |
136 |
|
1,175 |
IFRS 13 valuation hierarchy:
Level 1 represents those assets, which are measured using unadjusted quoted prices for identical assets.
Level 2 applies inputs other than quoted prices that are observable for the assets either directly (as prices) or indirectly (derived from prices).
Level 3 applies inputs, which are not based on observable market data.
Unlisted investments comprise the investment in Visibility Blockchain Limited of 35,940 B Preference Shares. These shares do not give rights to receive notice of any general meeting of Visibility Blockchain Limited, or to attend thereat or vote on any resolution at a general meeting. Unlisted investments are valued using level 3 inputs under the IFRS 13 Fair Value Hierarchy. The valuation of this investment is based on using level 3 inputs identified above. These include the value at which the most recent funding round involving third party investors took place where over €10 million in new equity was raised, management's view of the likely proceeds from the sale of this company based on indications received to date and growth in revenue. As a result of the above analysis, the revaluation during the year is €nil (2023: €nil).
Listed investments relate to a portfolio investment comprising of various equities, bonds and alternative financial instruments. These are valued using the share price at each reporting date, which is a level 1 input under the IFRS 13 Fair Value Hierarchy.
16. INVESTMENTS
Company |
|
2024 |
2023 |
Investment in Zefone Limited |
|
1,405 |
1,116 |
|
|
1,405 |
1,116 |
Company subsidiary undertakings
The Group owned interests in the following subsidiary undertakings, which are included in the consolidated financial statements:
Name |
Business Activity |
Country of Incorporation |
Registered Address |
Percentage Holding |
Zefone Limited |
Provision of cybersecurity products and services |
Ireland |
Unit 17A, Building 4700 Cork Airport Business Park, Cork |
100% |
Smart Systems Security Limited |
Provision of cybersecurity products and services |
England and Wales |
85 Great Portland Street, London W1W 7LT |
100% |
Smartech 247 sp. z.o.o. |
Provision of cybersecurity products and services |
Poland |
Krakovie Przy ul., Podole 60, 30-394 Krakov |
100% |
Smartech247 Cyber Security SRL |
Provision of cybersecurity products and services |
Romania |
Bd Iancu de Hunedoara 54 B, Etaj 2, Bucuresti - Sectorul 1 |
100% |
17. TRADE AND OTHER RECEIVABLES
Group |
|
2024 |
2023 |
Trade receivables |
|
4,066 |
5,194 |
Accrued revenue |
|
387 |
53 |
Other receivables |
|
898 |
278 |
Director's current account |
|
65 |
57 |
Prepayments |
|
512 |
841 |
|
|
5,928 |
6,423 |
Company |
|
2024 |
2023 |
Other receivables |
|
159 |
167 |
Prepayments |
|
27 |
17 |
|
|
186 |
184 |
Other receivables principally comprise the sales tax element of purchases made and other tax recoverable. The majority of the amounts receivable are in Euros and USD, and are current in terms of age profile with the majority of the balance having now been received post year end.
|
|
2024 |
2023 |
Due in less than 30 days |
|
2,779 |
2,103 |
Due between 30 and 60 |
|
832 |
2,333 |
Due between 60 and 90 days |
|
230 |
341 |
Over 90 days |
|
226 |
417 |
|
|
4,066 |
5,194 |
|
|
2024 |
2023 |
Currency of receivables |
|
|
|
Euro |
|
1,525 |
1,726 |
USD |
|
2,424 |
3,340 |
GBP |
|
118 |
128 |
|
|
4,066 |
5,194 |
18. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and short-term deposits held with banks with a A-1+ rating. The carrying value of these approximates to their fair value. Cash and cash equivalents included in the cash flow statement comprise the following statement of financial position amounts.
Group |
|
2024 |
2023 |
Cash and cash equivalents |
|
3,344 |
6,062 |
|
|
3,344 |
6,062 |
Company |
|
2024 |
2023 |
Cash and cash equivalents |
|
2,626 |
2,949 |
|
|
2,626 |
2,949 |
The table below shows the currency profiles of cash and cash equivalents:
Group |
|
2024 |
2023 |
|
|
|
|
Euro |
|
396 |
289 |
USD |
|
154 |
2,714 |
GBP |
|
2,712 |
3,002 |
Polish Zloty |
|
63 |
49 |
Romanian Leu |
|
19 |
8 |
|
|
3,344 |
6,062 |
Company |
|
2024 |
2023 |
|
|
|
|
GBP |
|
2,626 |
2,949 |
|
|
2,626 |
2,949 |
19. LEASES
The Group had the following lease assets and liabilities:
Group |
|
2024 |
2023 |
|
Right-of-use assets |
|
|
|
|
Properties |
|
265 |
331 |
|
|
|
265 |
331 |
|
Lease liabilities |
|
|
|
|
Current |
|
28 |
91 |
|
Non-current |
|
241 |
260 |
|
|
|
269 |
351 |
|
|
|
2024 |
2023 |
|
Maturity on the lease liabilities are as follows: |
|
|
|
|
Current |
|
28 |
91 |
|
Due between 1-2 years |
|
31 |
68 |
|
Due between 2-5 years |
|
72 |
105 |
|
Due beyond 5 years |
|
138 |
87 |
|
|
|
269 |
351 |
|
Right of use assets
A reconciliation of the carrying amount of the right-of-use asset is as follows:
|
|
2024 |
2023 |
Properties |
|
|
|
Opening balance |
|
331 |
64 |
Additions |
|
- |
330 |
Depreciation |
|
(66) |
(63) |
|
|
265 |
331 |
Lease liabilities
A reconciliation of the carrying amount of the lease liabilities is as follows:
|
|
2024 |
2023 |
Opening balance |
|
351 |
68 |
Additions |
|
- |
330 |
Payment made |
|
(114) |
(76) |
Finance charge (Note 10) |
|
32 |
29 |
|
|
269 |
351 |
The Group leases captured under IFRS 16 relate predominantly to the office premises in both Ireland and Romania, with an office lease in Poland coming to an end in 2023, which was extended on a short-term basis and thus falling outside the scope of IFRS16 in 2024.
20. SHARE CAPITAL
|
|
Number of £0.01 shares |
Share Capital |
Share premium |
|
|
|
€'000 |
€'000 |
One £0.01 share issued on incorporation |
|
1 |
- |
- |
Shares issued on exchange for Zefone Limited shares 1 |
|
87,499,999 |
1,012 |
- |
Shares issued on conversion of convertible loan note at £0.1732 2 |
|
13,646,441 |
158 |
2,577 |
Shares subscribed for by EBT 3 |
|
10,546,713 |
122 |
- |
Placing shares issued at £0.2966 |
|
12,385,828 |
144 |
4,108 |
Share issue costs |
|
- |
- |
(320) |
At 31 July 2023 |
|
124,078,982 |
1,436 |
6,365 |
|
|
|
|
|
At 31 July 2024 |
|
124,078,982 |
1,436 |
6,365 |
1 The issue of shares with a nominal value of €1,012,000 (£875,000) in exchange for the 2 £1 shares in Zefone Limited with a nominal value of £2 results on elimination of the difference in a credit to a merger reserve (within other reserves) of €1,012,000 (£875,000) in accordance with the merger accounting principles as set out in Note 2.
2 The issue price for the issue of shares to convert the convertible loan notes was based on the conversion terms which specified a particular valuation at which the conversion should take place. The liability to be settled amounted to €2,683,562 and the number of shares issued amounted to 13,646,441 which therefore gave an effective issue price of £0.1732.
3 During the prior period, the Company established a Employee Benefit Trust ("EBT") and issued 10,546,713 shares to the EBT at nominal value. The subscription of these shares was funded through a loan provided by the Group to the EBT.
During the prior period, certain costs associated with the IPO amounting to €868K were also settled by the issue of new shares, of which €260K was included in share issue costs. There were no such costs incurred in the current period.
The number of new shares currently authorised to be issued, as approved at the Company's most recent AGM, was 31 million.
21. SHARE BASED PAYMENT RESERVE
|
|
2024 |
2023 |
Advisor warrants issued 1 |
|
107 |
107 |
Employee options issued 2, 3 |
|
1,001 |
447 |
|
|
1,108 |
554 |
1 On 30 November 2022, 863,115 warrants were issued to advisors and have been fair valued in accordance with IFRS 2 at the fair value of the services received. The warrants have an exercise price of £0.2966 and a time to expiry of 4 years from grant.
2 On 30 November 2022, 4,541,290 employee options were granted under the Group's LTIP. These options have different vesting conditions based on performance milestones that can be viewed below.
3 On 28 April 2023 and 23 May 2023 2,451,728 and 177,195 employee options were granted under the Group's LTIP. These options have different vesting conditions based on performance milestones that can be viewed below.
Share based payments valuation
The following tables summarise the valuation techniques and inputs used to calculate the values of share-based payments in the period:
Warrants
On 30 November 2022, 863,115 warrants were issued to advisors and have been fair valued in accordance with IFRS 2 at the fair value of the services received. The warrants have an exercise price of £0.2966 and a time to expiry of 4 years from grant.
Grant date
|
Number
|
Share price £ |
Exercise price £ |
Volatility % |
RF Rate % |
Technique
|
30 Nov 2022 |
863,115 |
0.2966 |
0.2966 |
41.0 |
3.00 |
Black Scholes |
The charge during the year for warrants was €nil (2023: €107K).
Options
On 30 June 2022, 28 April 2023 and 23 May 2023 4,541,290, 1,446,737 and 147,589 employee options were granted under the Groups LTIP respectively. The option vesting details are listed below:
Vesting Event |
Trigger for Vesting |
Number of options vested on date of vesting |
1 |
- First anniversary date of the date of Admission |
50% |
2 |
- Second anniversary date of date of Admission; and - The date if any on which the placing price has increased by 200% |
25% |
3 |
- Third anniversary date of date of Admission; and - The date if any on which the placing price has increased by 200% |
25% |
On 28 April 2023 and 23 May 2023 968,189 and 39,969 employee options were granted under the Group's LTI respectively. The option vesting details are listed below:
Vesting Event |
Trigger for Vesting |
Number of options vested on date of vesting |
1 |
- First anniversary date of the date of Admission |
50% |
2 |
- Second anniversary date of date of Admission; and - The date if any on which the placing price has increased by 200% |
50% |
All of the options issued subject to vesting condition 1 were valued using the Black Scholes methodology, whilst the options issued subject to vesting conditions 2 and 3 were value using the Monte Carlo technique. Additionally, a non-marketable discount rate of 7.94% has been applied across all of the employee warrants when calculating their value.
Vesting Condition 1
Grant date
|
Number
|
Share price £ |
Exercise price £ |
Volatility % |
RF Rate % |
Technique
|
30 Nov 2022 |
2,270,645 |
0.2966 |
0.2966 |
48.5 |
3.24 |
Black Scholes |
28 Apr 2023 |
1,207,464 |
0.3600 |
0.2966 |
48.6 |
3.72 |
Black Scholes |
23 May 2023 |
88,597 |
0.3600 |
0.2966 |
48.6 |
4.38 |
Black Scholes |
Vesting Condition 2
Grant date
|
Number
|
Share price £ |
Exercise price £ |
Volatility % |
RF Rate % |
Technique
|
30 Nov 2022 |
1,135,323 |
0.2966 |
0.2966 |
48.5 |
3.24 |
Monte Carlo |
28 Apr 2023 |
850,962 |
0.3600 |
0.2966 |
48.6 |
3.72 |
Monte Carlo |
23 May 2023 |
51,700 |
0.3600 |
0.2966 |
48.6 |
4.38 |
Monte Carlo |
Vesting Condition 3
Grant date
|
Number
|
Share price £ |
Exercise price £ |
Volatility % |
RF Rate % |
Technique
|
30 Nov 2022 |
1,135,323 |
0.2966 |
0.2966 |
48.5 |
3.24 |
Monte Carlo |
28 Apr 2023 |
361,684 |
0.3600 |
0.2966 |
48.6 |
3.80 |
Monte Carlo |
23 May 2023 |
36,897 |
0.3600 |
0.2966 |
48.6 |
4.38 |
Monte Carlo |
The number and average exercise price of share options and warrants as follows:
|
2024 |
|
2023 |
||
|
Weighted average exercise price |
Number of options / warrants |
|
Weighted average exercise price |
Number of options / warrants |
Opening balance |
£0.2966 |
8,006,891 |
|
- |
- |
Granted during the year (warrants) |
- |
- |
|
£0.2966 |
863,115 |
Granted during the year (options) |
- |
- |
|
£0.2966 |
7,143,776 |
Cancelled during the year (options) |
£0.2966 |
(223,207) |
|
- |
- |
Outstanding at the end of the year |
£0.2966 |
7,783,684 |
|
£0.2966 |
8,006,891 |
Exercisable at the end of the year |
£0.2966 |
4,211,797 |
|
£0.2966 |
863,115 |
Share options and warrants outstanding at 31 July 2024 had a weighted average exercise price of £0.2966 (2023: £0.2966) and a weighted average contractual life of 1.36 years (2023: 3.48 years). To date no share options and warrants have been exercised.
The charge during the year for employee options was €554K (2023: €554K), which has taken into account approximately 15% employees who left during the year. In accordance with IFRS 2 whereby a 'true up' of the impact on the share-based payment charge of €28K for these leavers relating to the prior year being captured in the current year.
There are no market based vesting conditions attaching to any of the warrants.
22. OTHER RESERVES
|
|
2024 |
2023 |
Merger reserve |
|
(1,215) |
(1,215) |
|
|
(1,215) |
(1,215) |
As referred to in Note 2 above, on 18 November 2022, the Company became the parent company of the Group when it issued 87,499,999 £0.01 ordinary shares in exchange for 100% of the ordinary shares in Zefone Limited. Zefone Limited has been shown as the continuing entity and its comparative financial information shown for 2022. Intercompany transactions and balances between Group companies are therefore eliminated in full. The equity presented is that of Smarttech247 Group plc with the difference on elimination of Zefone Limited's capital of €1,012,000 (£875,000) being shown as a merger reserve.
In the prior year, Zefone acquired Smart Systems Security Limited for €1,190 (£1,000) with the total identifiable net liabilities acquired being €225,000, resulting in the €226,000 being recorded to other reserve.
In 2022, Zefone acquired Smarttech247 SP. Z O.O. for €2,112 (10,000 Polish Zloty) with the total identifiable net assets acquire being €26,000, resulting in the €23,000 being recorded to other reserve.
23. RESERVES
Foreign exchange reserve
Foreign exchange differences arising on translating into the reporting currency.
Share based payment reserve
Cumulative charge recognised under IFRS 2 in respect of share-based payment awards.
Retained earnings
Retained earnings represents cumulative profits and losses net of dividends and other adjustments.
24. TRADE AND OTHER PAYABLES
Group |
|
2024 |
2023 |
Trade creditors |
|
2,477 |
3,183 |
Corporation tax |
|
- |
220 |
Other taxation and social security |
|
609 |
753 |
Accruals |
|
339 |
56 |
Deferred income |
|
1,623 |
1,869 |
Other payables |
|
215 |
150 |
|
|
5,263 |
6,231 |
Of the deferred income balance at the period end, none is expected to be received beyond one year after the period end.
Company |
|
2024 |
2023 |
Trade creditors |
|
25 |
7 |
Other taxation and social security |
|
11 |
5 |
Accruals |
|
68 |
10 |
Intercompany payable |
|
96 |
32 |
|
|
200 |
54 |
The table below sets out the maturity profile of the financial liabilities at 31 July 2024, namely trade and other payables, corporation tax, deferred income and lease liabilities:
|
|
2024 |
2023 |
Due in less than 30 days |
|
2,005 |
2,201 |
Due in between 30 and 60 days |
|
362 |
772 |
Due in more than 60 days |
|
111 |
210 |
|
|
2,477 |
3,183 |
The table below sets out the maturity profile of the deferred income balance at 31 July 2024:
|
|
2024 |
2023 |
Due within 1 year |
|
1,504 |
1,449 |
Due after 1 year |
|
119 |
420 |
|
|
1,623 |
1,869 |
25. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The Company manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company and the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, foreign exchange reserves and retained earnings as disclosed in the Consolidated Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the most significant of which are interest, credit, foreign exchange, and liquidity risks. The management of these risks is vested to the Board of Directors.
Credit Risk
Credit risk arises on financial instruments such as trade receivables, short-term bank deposits.
Policies and procedures exist to ensure that customers have an appropriate credit history. The Group's most significant clients are public or regulated industry entities which generally have high credit ratings or are of a high credit quality due to the nature of the client.
Counterparty exposure positions are monitored regularly so that credit exposures to any one counterparty are within acceptable limits.
At the balance sheet date there were no significant concentrations of credit risk.
Trade and other receivables and contract assets included in the balance sheet are stated net of expected credit loss (ECL) provisions which have been estimated on a customer-by-customer basis, based on the relationship with the customer and its historical payment profile. There are no provisions held against trade receivables at the balance sheet date.
The Group's maximum exposure to credit by class of individual financial instrument is shown in the table below:
|
2024 Carrying Value |
2024 Maximum Exposure |
2023 Carrying Value |
2023 Maximum Exposure |
|
€'000 |
€'000 |
€'000 |
€'000 |
Cash and cash equivalents |
3,344 |
3,344 |
6,062 |
6,062 |
Trade receivables |
4,066 |
4,066 |
5,194 |
5,194 |
|
7,410 |
7,410 |
11,256 |
11,256 |
|
|
|
|
|
Currency Risk
The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed to foreign currency risk primarily in respect of entities within the Group entering into commercial transactions arising from sales or purchases in currencies other than the Companies' functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash balances and a portion of the Group's costs being incurred in Euro, Polish Zloty and Romanian Leu. Accordingly, movements in the Euro exchange rate against these currencies could have a detrimental effect on the Group's results and financial condition. Such changes are not considered likely to have a material effect on the Group's financial position at 31 July 2024.
Currency risk is managed by maintaining some cash deposits in currencies other than Sterling. The table below shows the currency profiles of cash and cash equivalents:
|
|
2024 |
2023 |
Cash and cash equivalents |
|
|
|
Euro |
|
396 |
289 |
USD |
|
154 |
2,714 |
GBP |
|
2,712 |
3,002 |
Polish Zloty |
|
63 |
49 |
Romanian Leu |
|
19 |
8 |
|
|
3,344 |
6,062 |
Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group deems there is sufficient liquidity for the foreseeable future.
The Group had cash and cash equivalents at year end as below:
|
|
2024 |
2023 |
Cash and cash equivalents |
|
3,344 |
6,062 |
|
|
3,344 |
6,062 |
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the reporting date by class of financial asset was:
|
|
2024 |
2023 |
Bank balances |
|
3,344 |
6,062 |
|
|
3,344 |
6,062 |
26. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Group 2024 |
|
|
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
Financial assets / liabilities |
|
|
€'000 |
€'000 |
€'000 |
Trade and other receivables 1 |
|
|
5,416 |
- |
5,416 |
Cash and cash equivalents |
|
|
3,344 |
- |
3,344 |
Trade and other payables 2 |
|
|
- |
(4,924) |
(4,924) |
Lease liabilities (current and non-current) |
|
|
- |
(269) |
(269) |
|
|
|
8,760 |
(5,193) |
3,567 |
1 Trade and other receivables excludes prepayments.
2 Trade and other payables excludes accruals.
Group 2023 |
|
|
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
Financial assets / liabilities |
|
|
€'000 |
€'000 |
€'000 |
Trade and other receivables 1 |
|
|
5,582 |
- |
5,582 |
Cash and cash equivalents |
|
|
6,062 |
- |
6,062 |
Trade and other payables 2 |
|
|
- |
(6,175) |
(6,175) |
Lease liabilities (current and non-current) |
|
|
- |
(351) |
(351) |
|
|
|
11,644 |
(6,526) |
5,118 |
1 Trade and other receivables excludes prepayments.
2 Trade and other payables excludes accruals.
Company 2024 |
|
|
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
Financial assets / liabilities |
|
|
€'000 |
€'000 |
€'000 |
Trade and other receivables 1 |
|
|
159 |
- |
159 |
Cash and cash equivalents |
|
|
2,626 |
- |
2,626 |
Trade and other payables 2 |
|
|
- |
(36) |
(36) |
|
|
|
2,785 |
(36) |
2,749 |
1 Trade and other receivables excludes prepayments.
2 Trade and other payables excludes accruals and intercompany payables.
Company 2023 |
|
|
Financial assets at amortised cost |
Financial liabilities at amortised cost |
Total |
Financial assets / liabilities |
|
|
€'000 |
€'000 |
€'000 |
Trade and other receivables 1 |
|
|
167 |
- |
167 |
Cash and cash equivalents |
|
|
2,949 |
- |
2,949 |
Trade and other payables 2 |
|
|
- |
(8) |
(8) |
|
|
|
3,116 |
(8) |
3,108 |
1 Trade and other receivables excludes prepayments.
2 Trade and other payables excludes accruals and intercompany payables.
27. RECONCILIATION OF MOVEMENT IN NET DEBT
2024 |
At 1 August 2023 |
Non-cash changes |
Cashflow |
At 31 July 2023 |
|
€'000 |
€'000 |
€'000 |
€'000 |
Cash at bank |
6,062 |
(7) |
(2,711) |
3,344 |
Lease liabilities - current & non-current |
(351) |
(32) |
114 |
(269) |
Net Debt |
5,711 |
(39) |
(2,597) |
3,075 |
2023 |
At 1 August 2022 |
Non-cash changes |
Cashflow |
At 31 July 2023 |
|
€'000 |
€'000 |
€'000 |
€'000 |
Cash at bank |
2,358 |
(4) |
3,708 |
6,062 |
Borrowings - non-current |
(2,342) |
2,342 |
- |
- |
Lease liabilities - current & non-current |
(68) |
(359) |
76 |
(351) |
Net Debt |
(52) |
1,979 |
3,784 |
5,711 |
*Non-cash movements in cash related to the foreign exchange impact on non € denominated cash balances, whilst on the lease liabilities relates to the finance charges incurred on the lease liabilities plus additional leases executed during the year.
The non-cash movements on borrowings relate to interest accrued and reclassifications between current and non-current portions of the borrowings.
28. MERGER ACQUISITIONS
Smart Systems Security Limited
On 18 November 2022, Zefone acquired Smart Systems Security Limited for €1,190 (£1,000). The initial estimate of the fair value of the assets acquired and liabilities assumed of Smarttech Systems Security Limited at the date of acquisition based upon the balance sheet at 30 November 2022 were as follows:
|
|
|
€'000 |
Cash |
|
|
1 |
Total consideration |
|
|
1 |
Recognised amounts of assets and liabilities acquired: |
|
|
|
Trade and other receivables |
|
|
5 |
Cash |
|
|
8 |
Trade and other liabilities |
|
|
(239) |
Total identifiable net assets |
|
|
(226) |
Net difference taken to merger reserve |
|
|
(225) |
Zefone Limited
On 18 November 2022, through the Share Exchange Agreement, Smarttech247 Group plc acquired 100% of the shares of Zefone Limited.
On 18 November 2022, the convertible loan notes described in Note 23 were novated up to Smarttech247 Group plc under the Deed of Novation, conditional on the share for share exchange noted above and admission to the AIM market.
For more detail, please refer to Note 22 and Note 2.6 for information on the presentation of the Financial Statements.
29. RELATED PARTY TRANSACTIONS
The Group's investments in subsidiaries have been disclosed in Note 16 and details of directors' emoluments are set out in the Directors' Remuneration report beginning on page 21.
Ronan Murphy, who is a director of the Group, is also a director of and has a significant indirect interest in Visibility Blockchain Limited of 21.4%. Consequently, Visibility Blockchain Limited is regarded as a related party by virtue of Ronan Murphy's ability to exert significant influence over Visibility Blockchain Limited.
The following amounts are receivable at the financial year end:
|
|
2024 |
2023 |
Visibility Blockchain Limited |
|
70 |
89 |
|
|
70 |
89 |
The following amounts are due to related parties:
|
|
2024 |
2023 |
Visibility Blockchain Limited` |
|
347 |
441 |
|
|
347 |
441 |
Net balance with related parties:
|
|
2024 |
2023 |
Visibility Blockchain Limited |
|
(277) |
(352) |
|
|
(277) |
(352) |
Certain revenue is recognised between Zefone Limited and Visibility Blockchain Limited under a reseller agreement. During the year the total amount of services charged under a reseller agreement by Visibility Blockchain Limited to Zefone Limited amounted to €307K (2023: €447K).
Certain operating expenses are incurred by the Group and then recharged to Visibility Blockchain Limited. During the year the total amount of expenses allocated to Visibility Blockchain Limited by Zefone Limited amounted to €206K (2023: €365K). In the opinion of the directors these amounts arise in the ordinary course of business and the terms of the amounts due are in accordance with the terms ordinarily offered by the Group.
On 18 November 2022, Amplified Technologies Limited ("Amplified"), which is 100% owned by Ronan Murphy, a director of the Company, sold its 100% shareholding in Zefone Limited to the Company in return for new shares in the Company, effectively exchanging 100% ownership of Zefone Limited for 100% ownership of the Company as a precursor to the IPO of the Company. As at the period end, Amplified owed €18K to the Group in connection with a liability settle by the Group on behalf of Amplified (2023: €0K).
Ronan Murphy has a loan outstanding with the Group amounting to €65K (2023: €57K). This loan is unsecured, interest free and is repayable on demand.
30. PENSION COMMITMENTS
The Group operates a defined contribution scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to €134K (2022: €75K). €25K (2022: €10K) was payable to the fund at the statement of financial position date and is included with creditors.
31. CAPITAL COMMITMENTS
There were no capital commitments as at 31 July 2024 or 31 July 2023.
32. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 July 2024 or 31 July 2023.
33. EVENTS SUBSEQUENT TO PERIOD END
There have been no further events subsequent to period end.
34. CONTROL
In the opinion of the Directors as at the year end and the date of the financial statements, Ronan Murphy is the ultimate controlling party.