Business
Final Results
Final Results.
About this update from Acuity Rm Group Plc
This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. 25 June 2025 ACUITY RM GROUP PLC ("Group" or the "Company") Final results for the year ended 31 December 2024 Acuity RM Group plc (AIM: ACRM) is pleased to announce its final results for the year ended 31 December 2024. Highlights · In the year the Group achieved NRR (Net recurring revenue) of 105% and grew revenues £2.1M (2023 £1.4m) ( 2023 was an eight month period following the acquisition of Acuity Risk Management Ltd) · Acuity expanded its presence by winning new contracts with key customers · Acquisition of Rizikon is complete with its features now incorporated in STREAM Ò , the cost has been recovered and first significant new contract opportunities are being won · New Chief Executive, David Rajakovich, was appointed in December 2024 · After the year end - several changes were made by the new Chief Executive o Sales refocused on cyber security market - a large fast growing sector o New website - launched o New product development on STREAM Ò has been finalized. It is ready for June launch - offering significant advantages to both customers and Acuity including new features and functions not available in competing products o Partner programme is now focused on the most productive partners o Overheads have been reduced by £0.4m pa, with further material savings planned o Forward contracted revenues £3.4m (£2.9m 2023) 17% growth Angus Forrest, Chief Executive commented on the results: "2024 was a year of consolidation for the Company. It grew orders from key accounts, at the end of the year Acuity made a small acquisition which is generating returns and has considerable growth potential. A new Chief Executive, David Rajakovich, was appointed. In the first half of 2025 he has made strategic changes, focusing the business on cybersecurity, bringing new sales and distribution programmes and these have begun to deliver results. There is a new focus on financial performance. For further information: Acuity RM Group plc 020 3582 0566 Angus Forrest, Chairman David Rajakovich, Chief Executive www.acuityrmgroup.com Zeus Capital (NOMAD & Joint Broker) www.zeuscapital.co.uk Mike Coe / James Bavister 020 3829 5000 Peterhouse Capital Limited (Joint Broker) Lucy Williams / Duncan Vasey 020 7469 0936 Clear Capital Markets Limited (Joint Broker) Bob Roberts 020 3869 6080 Chairman's Statement I am pleased to present the results of Acuity RM Group plc ("Company" or "Group") for the year ended 31 December 2024. Acuity RM's STREAM â is a leading Cyber GRC SaaS platform that provides CISOs (Chief Information Security Officer) with instant, actionab le intelligence in business-risk terms, enterprise-wide. 2024 was a year of consolidation for the Group, having acquired total ownership of Acuity Risk Management Limited ("Acuity RM") in 2023. There were four notable developments: · Sales - Revenues increased because of the organic growth of business, in particular there was significant strengthening of the relationships with our largest customers. · Acquisition - in November 2024 a vendor management GRC product Rizikon was acquired, b ringing with it new customers and potential new partners. · Development - a new version of Acuity RM's software platform, STREAM â , was started, incorporating a range of new features sought by customers such as AI, improving the user experience. In addition, it will give major benefits to Acuity RM, such as easier and faster customer implementations, and lower costs. The new product is now ready for new customers, this includes a new vendor management hub which is the replacement for Rizikon, with additional features for third party vendor management. · Changes to the management team - with the appointment of David Rajakovich as Chief Executive and Kate Buchan as Finance Director. There is much to do but the market opportunity for management of cybersecurit y risk and GRC is large, and growing strongly because of an increased prevalence of attacks and a greater awareness that the risks, not only financial but other losses for example of assets and reputation, can be devastating for an enterprise or organisati on. · 74% of large businesses, 70% of smaller businesses and 66% of larger charities suffered cyber-attacks (source UK Government, "Official Statistics, Cyber security breaches survey 2024") · Cybersecurity failure is expensive, averaging $5m per breach and may run into $1bn+ of business costs, and it takes an average of 200 days to discover a cybersecurity breach (Sources "Cost of data Breach Report 2024", IBM and "Equifax Data Breach Case Study", BreachSense). The business costs identified in these reports relate to business interruption, post breach customer support, remediation and regulatory fines. A major reason that STREAM â is attractive to users is that it continuously monitors and measures to manage risks and ensure compliance and provides reports and alarms in real time. See the Acuity RM website https://www.acuityrm.com There is m ore detail about Acuity RM and its future plans in the Chief Executive's report which follows this statement. Additional information on the Group is available on the Company's website https:// www.acuityrmgroup.co m Board and employment I welcome David Rajakovich and Kate Buchan who both joined the Board in 2024. Kate joined as Finance Director in June 2024 and David, having been appointed a non-executive director in November 2024, became Chief Executive in December, replacing Kerry Chambers. I would like to thank Kerry for her contribution and wish her well for the future. David's background is as Chief Executive of high growth software businesses. At his last company, Skill Dynamics Ltd and its predecessor businesses, revenues grew 18 fold over a nine year period. In the period since his appointment David has made significant changes to the operations at Acuity RM with the objective of accelerating growth in 2025, building the business and improving the financial performance. I want to thank our employees, customers, partners, and shareholders for their contribution, continued support and confidence in our vision. Together, we are building a company that is helping organisations around the world become more secure and resilient in the face of evolving cyber threats. Outlook Acuity RM operates in a large, high growth global market with key customers in the UK, Europe, USA and other territories. The opportunity for 2025 is to accelerate the pace of growth by increasing the customer base. This will be achieved both with the internal business development team and through closer relationships with partners. We anticipate the developments in hand will increase the number and value of contracts. This should be key to attaining the financial objectives. I look forward to reporting further progress over the coming months. Angus Forrest Chairman Chief Executive's Statement Looking Forward with Confidence As we close another fiscal year, I am pleased to present our annual report highlighting our strategic initiatives, achievements, and vision for the future. I became Chief Executive midway through December 2024, and am enthusiastic about the progress we hav e already made, and more importantly, delivering results in 2025. When I was first approached about the opportunity to lead this organisation, I was immediately drawn to its innovative approach to solving critical security challenges and the tremendous pot ential for growth in today's increasingly complex digital landscape. In particular, I was attracted to Acuity RM because it has a strong background in cybersecurity, with its award-winning software platform, STREAM â , having been developed over 20 years. STREAM â can provide risk management in Cyber GRC, Cyber Risk Quantification, Continuous Controls Monitoring, Cybersecurity Continuous Compliance Automation. The STREAM â solution delivers all these capabilities on a single integrated software platform. It is highly configurable and can meet complex organisational needs without additional development. STREAM â provides users with a custom set up exactly matching their profile and systems. 2024 Financial Results Reve nue for the 12 months to December 2024 was £2.1m, the prior period was £1.4m, however this was for an 8 month period from date of acquisition. Comparing on a like for like basis, revenue in 2024 has moderately increased, mainly due to upselling to current customers, evident through a net revenue retention (NRR*) percentage of 105% (based on recurring revenue only). Administrative costs in Acuity RM were slightly lower in the 12 months to December 2024 when compared on a like for like basis with the prior period. This is the result of a focus on cost control via a continuous assessment of the cost base throughout 2024 , ensuring that resources are used efficiently and effectively. The adjusted loss for the year was £1.2m (2023: £1.0m) before exceptional costs of £141k which predominantly relate to organisational changes and the P&L charge for share based payments of £27k. The reported loss for the year was £1.3m (2023: £1.3m). Forward contracted revenue, (deferred income per the balance sheet and forward contracted revenue*) has continued to grow increasing 17% year-on-year to £3.4m as at the y ear end (2023: £2.9m). This balance represents revenue that will be released to the profit and loss statement over future periods. Contract renewals for the year ran at 78%. *NRR and forward contracted revenue are not IFRS measures. Cash and debtors at the year end were £1.3m (2023: £1.4m) of which cash was £0.6m (2023: £0.1m). Loans and borrowings at the year end were £0.2m (2023: £0.3m). Strategic Focus on Cyber Security Risk Management In an era where cyber threats continue to evolve at an unprecedented pace, we have made the strategic decision to focus exclusively on cyber security risk management rather than attempting to address enterprise risk management as a whole. This focused approach allows us to deliver specialised solutions that address the chal lenges our clients face in identifying, assessing, and mitigating cyber risks. By maintaining this focus, we can offer unparalleled expertise and value in an area that continues to be mission-critical for organisations across all sectors. Product Innovation: The Next Generation I am excited to announce that a completely rebuilt version of our flagship product is now ready for new customers. This next-generation platform represents a significant investment in our product capabilities and use r experience. Key improvements include: · A revamped user interface with intuitive workflows based on extensive user research · Simplified integration capabilities with popular security and business tools such as AI · Enhanced dashboards and reporting features for greater visibility and insights These improvements directly support our strategic shift toward Product Led Growth (PLG) by making onboarding seamless and intuitive. The new platform has been designed to dramat ically reduce time-to-value for new customers, allowing them to experience the benefits of our solution faster and with minimal friction. Revitalised Go-To-Market Strategy We have fundamentally transformed our go-to-market approach to better align with mar ket opportunities and customer needs: · Direct sales efforts have been repositioned to focus primarily on mid-market clients where we see the highest conversion rates and fastest adoption · The partner network has been rationalised and refocused on a limited number of strategic partnerships to target blue-chip enterprise clients, leveraging our partners' established relationships and implementation capabilities · Sales processes have been optim ised to reduce cycle times and improve conversion at every stage of the funnel This revised approach is supported by a data-driven framework that enables us to continuously measure effectiveness, identify bottlenecks, and refine our tactics. Early results are promising, which bodes well for improved performance, especially in the latter half of 2025. Organisational Transformation To support our new direction, we have made several key changes to our organisational structure and leadership team. These change s were necessary to better align our resources with our strategic priorities, improve operational efficiency, and reduce costs. While organisational change is never easy, these adjustments have created a more agile, focused team that is better positioned t o execute on our vision and deliver value to our customers and shareholders. Strategic Acquisition: Rizikon I am pleased to report that we have successfully completed the acquisition of the Rizikon product, a complementary software GRC tool in the cyber risk assessment space. Rizikon's features are being incorporated into STREAM â . This strategic acquisition prov ides an immediate opportunity to introduce STREAM â to Rizikon's established client base, creating significant cross-selling and upselling potential. In addition, it has provided the opportunity to enter into direct commercial negotiations with two signific ant organisations as partners to distribute Acuity RM's STREAM â product. These potential new partners of Acuity RM, one of which is a major defence contractor, have the capability to enable Acuity RM to grow new customer numbers and revenues materially, ov er and above the Rizikon assets' anticipated contribution to Acuity RM's overall future performance. Looking Ahead As we move forward, I am confident that our strategic focus, product investments, and organisational improvements have positioned us for sustained growth and market leadership. The demand for effective cyber security risk management solutions continues to grow, and our targeted approach puts us in an excellent position to capture significant market share in a largely greenfield market. David Rajakovich Chief Executive Group statement of comprehensive income for the year ended 31 December 2024 Notes Year ended 31 December 2024 £'000 Year ended 31 December 2023 1 £'000 Continuing operations Revenue 1 2,132 1,366 Cost of sales (201) (112) Gross profit 1,931 1,254 Administrative expenses 2 & 3 (3,007) (2,167) Operating (loss) (1076) (913) Finance Income Finance Expense Loss on Investments Exceptional costs Share based payment expense 4 4 5 6 21 3 (41) (43) (141) (27) 1 (20) (66) (282) (61) Loss for the period before taxation (1,325) (1,341) Taxation 8 58 - Loss for the year from continuing operations (1,267) (1,341) Other comprehensive income Total comprehensive income for the year attributable to shareholders of the parent company (1,267) (1,341) Loss per share Basic and diluted loss per share from total and continuing operations 9 (0.92)p (1.39)p 1 For the year ended 31 December 2023, the revenue and expenses of the subsidiary are included from acquisition date, 25 April 2023. The accompanying accounting policies and notes form an integral part of these consolidated financial statements. Group statement of financial position as at 31 December 2024 Notes As at 31 December 2024 £'000 As at 31 December 2023 £'000 Non-current Assets Intangible assets Tangible assets Goodwill 10 10 11 319 9 5,154 233 8 5,154 Investments at fair value through profit or loss 12 207 244 5,689 5,639 Current assets Trade and other receivables 14 672 1,255 Cash and cash equivalents 606 100 1,278 1,355 Total assets 6,967 6,994 LIABILITIES Current liabilities Trade & other payables Deferred Income Loans & borrowings 16 17 17 532 1,362 91 557 1,016 165 Total Current liabilities 1,985 1,738 Long term liabilities Deferred Income Loans & borrowings 18 18 1,090 92 1,014 154 Total long term liabilities 1,182 1,168 Total Liabilities 3,167 2,906 Net Assets 3,800 4,088 EQUITY Share capital 19 2,796 2,767 Share premium 13,370 12,447 Share based payment reserve 21 139 112 Merger reserve 1,012 1,012 Retained earnings (13,517) (12,250) Total Equity 3,800 4,088 The consolidated financial statements were approved by the Board of Directors and authorised for issue on 24 June 2025. Angus Forrest David Rajakovich Chairman Chief Executive Company Number. 00298654 The accompanying accounting policies and notes form an integral part of these consolidated financial statements. Company statement of financial position as at 31 December 2024 Notes As at 31 December 2024 £'000 As at 31 December 2023 £'000 Non-current assets Investments at fair value through profit or loss Investment in subsidiaries 12 13 207 4,210 244 4,210 4,417 4,454 Current assets Trade and other receivables 14 22 16 Cash and cash equivalents 362 40 Inter group loan 15 604 392 988 448 Total assets 5,405 4,902 LIABILITIES Current liabilities Trade and other payables 16 99 104 Total liabilities 99 104 Net assets 5,306 4,798 EQUITY Share capital 19 2,796 2,767 Share premium 13,370 12,447 Share based payment reserve 21 139 112 Merger reserve 1,012 1,012 Retained earnings (12,011) (11,540) Total Equity 5,306 4,798 The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Parent Company Statement of Comprehensive Income. The loss for the Parent Company for the year was £470,926 (31 December 2023: loss of £631,205). The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2025. Angus Forrest David Rajakovich Chairman Chief Executive Company Number 00298654 The accompanying accounting policies and notes form an integral part of these consolidated financial statements . Group statement of changes in equity for the year ended 31 December 2024 Share capital £'000 Share premium £'000 Share based payment Reserve £'000 Merger reserve £'000 Retained earnings £'000 Total equity £'000 Balance at 1 January 2023 2,688 8,385 51 1,012 (10,909) 1,227 Loss for the year - - - - (1,341) (1,341) Other comprehensive income - issue of share warrants. - - 61 - - 61 Total comprehensive expense for the year - - 61 - (1,341) (1,280) Transactions with owners in own capacity Ordinary Shares issued in the year 78 4,375 - - - 4,453 Issue Shares for adviser fees 1 130 - - - 131 Share Issue Costs - (443) - - - (443) Transactions with owners in own capacity 79 4,062 - - 4,141 Balance at 31 December 2023 2,767 12,447 112 1,012 (12,250) 4,088 Balance at 1 January 2024 2,767 12,447 112 1,012 (12,250) 4,088 Loss for the year - - - - (1,267) (1,267) Total comprehensive expense for the year - - - - (1,267) (1,267) Transactions with owners in own capacity Ordinary Shares issued in the year 29 971 - - - 1,000 Share Issue Costs - (48) - - - (48) Issue of share options - - 27 - - 27 Transactions with owners in own capacity 29 923 27 - - 979 Balance at 31 December 2024 2,796 13,370 139 1,012 (13,517) 3,800 The accompanying accounting policies and notes form an integral part of these consolidated financial statements. Company statement of changes in equity for the year ended 31 December 2024 Share capital £'000 Share premium £'000 Share based payment Reserve £'000 Merger reserve £'000 Retained earnings £'000 Total equity £'000 Balance at 1 January 2023 2,688 8,385 50 1,012 (10,909) 1,227 Loss for the year - - - - (631) (631) Other comprehensive income - issue of share warrants. - - 61 - - 61 Total comprehensive income - - 61 - (631) (570) Transactions with owners in own capacity Ordinary Shares issued in the year 78 4375 - - - 4,453 Issue Shares for adviser fees 1 130 - - - 131 Share Issue Costs - (443) - - - (443) Transactions with owners in own capacity 79 4,062 - - - 4,141 Balance at 31 December 2023 2,767 12,447 112 1,012 (11,540) 4,798 Balance at 1 January 2024 2,767 12,447 112 1,012 (11,540) 4,798 Loss for the year - - - - (471) (471) Total comprehensive income - - - - (471) (471) Transactions with owners in own capacity Ordinary Shares issued in the year 29 971 - - - 1,000 Share issue costs - (48) - - - (48) - - 27 - - 27 Transactions with owners in own capacity 29 923 27 - - 979 Balance at 31 December 2024 2,796 13,370 139 1,012 (12,011) 5,306 The accompanying accounting policies and notes form an integral part of these financial statements. Group statement of cash flows for the year ended 31 December 2024 As at 31 December 2024 £'000 As at 31 December 2023 £'000 Cash flows from operating activities Loss before taxation (1,267) (1,341) Adjustments for: Depreciation & Amortisation 163 137 Fair value adjustment for listed investments 37 61 Share based payments 27 61 Decrease/(Increase) in trade and other receivables 582 (823) Increase in trade and other payables 262 898 Net cash outflow from operating activities (196) (1,007) Cash flows from investing activities Purchase of tangible fixed assets (7) (3) Purchase/development of Intangible fixed assets (243) - Purchase of investments in subsidiaries, net of cash acquired - (500) Cash acquired on acquisition - 331 Net Cash flows used in investing activities (250) (172) Cash flows from financing activities Cash raised through issue of shares (net of transaction costs) 952 1,057 Net cash flow from financing activity 952 1,057 Net increase/(decrease) in cash and cash equivalents 506 (122) Cash and cash equivalents at the beginning of the period 100 222 Cash and cash equivalents at end of the year 606 100 During the year ended 31.12.2024 there were no material non-cash transactions. During the year ended 31.12.2023 there were the following material non-cash transactions: - On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares to the shareholders of Acuity RM as part of the consideration for the acquisition. - On 25 April 2023 and 9 October 2023, the Company issued in total 1,642,539 ordinary 0.1p shares to the advisers as part payment for fees. The accompanying accounting policies and notes form an integral part of these consolidated financial statements. Company statement of cash flows for the year ended 31 December 2024 As at 31 December 2024 £'000 As at 31 December 2023 £'000 Cash flows from operating activities Loss before taxation (471) (631) Adjustments for: Fair value adjustment for listed investments 37 61 Share based payments 27 61 (Increase) in trade and other receivables (218) (286) (Decrease)/increase in trade and other payables (5) 56 Net cash used in operating activities (630) (739) Cashflows from investing activities Purchase of investment in subsidiaries - (500) Net Cash flows from investing activity - (500) Cash flows from financing activities Cash raised through issue of shares (net of transaction costs) 952 1,057 Net cash flow from financing activity 952 1,057 Net increase/(decrease) in cash and cash equivalents 322 (182) Cash and cash equivalents at beginning of financial year 40 222 Cash and cash equivalents at end of financial year 362 40 During the year ended 31.12.2024 there were no material non-cash transactions. During the year ended 31.12.2023 there were the following material non-cash transactions: - On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares to the shareholders of Acuity RM as part of the consideration for the acquisition. - On 25 April 2023 and 9 October 2023, the Company issued in total 1,642,539 ordinary 0.1p shares to the advisers as part payment for fees. The accompanying accounting policies and notes form an integral part of these consolidated financial statements. Notes to the Financial Statements for the year ended 31 December 2024 1. Revenue and segmental analysis The following is an analysis of the Group's revenue for the year from continuing operations: Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Fees and Income from investee companies - 15 Provision of software licences and Services consisting of: 2,132 1,351 Revenue from subscriptions 1,804 1,114 Revenue from services 328 237 The geographical analysis of revenue is as follows: United Kingdom 1,335 832 Europe 421 220 USA 190 165 South Africa 61 52 Canada 64 37 Rest of World 61 45 2,132 1,351 2. Administrative expenses Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Expenses by nature Staff and related costs 1,969 1,286 Professional fees 220 207 Office related costs 131 104 Depreciation 6 5 Amortisation 157 133 Software services 225 88 Other expenses 299 344 Total 3,007 2,167 3. Staff Costs Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Staff costs - including directors Wages and salaries 1,658 1,092 National insurance 193 127 Other pension costs 69 40 Other staff related costs 49 27 1,969 1,286 Year ended 31 December 2024 Year ended 31 December 2023 No. of employees No. of employees The average number of employees (including Directors) of the Group was: 26 23 4. Finance Costs Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Finance Costs Interest on bank deposits (3) (1) Bank Interest payable 2 8 Other interest payable & Exchange rate variance 39 12 38 19 5. Gain/Loss on remeasurement of financial assets and liabilities Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Loss on remeasurement of CBILS Loan 6 5 Loss on revaluation of investment in KCR Residential REIT plc 37 61 43 66 6. Exceptional costs Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Legal fees 18 149 Other 123 133 141 282 The exceptional costs predominantly relate to the cost of terminating Kerry Chambers contract. These costs include legal fees, a termination payment and notice period. 7. Auditor's remuneration Year ended 31 December 2024 £'00 0 Year ended 31 December 2023 £'000 Auditor's remuneration 61 57 Transaction services in respect of the re-admission to AIM - 100 61 157 8. Corporation tax There is a tax credit for the current year related to R&D reclaims. The tax assessed for the year is explained as follows: Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Loss on ordinary activities before taxation (1,266) (1,341) Loss on ordinary activities multiplied by standard rate of UK corporation tax of 25% (2023: 23.5%) (317) (315) Effect of: Disallowable items 57 62 Addition of tax losses arising 260 253 R&D reclaim 1 (58) - Total tax (credit) (58) - The Group has unrecognised deferred tax assets of £2,017,000 (2023: £1,757,000) as a result of losses in the current year and prior periods carried forward of £10,030,000 (2023: £8,990,000). 1 The R&D reclaim covers the periods from 1 April 2022 to 31 March 23 and 1 April 2023 to 31 December 2023 where the cash was received in 2024. 9. Earnings per ordinary share The calculation of basic and diluted earnings per share is calculated by dividing the profit or loss for the year by the weighted average number of ordinary shares in issue during the year. Year ended 31 December 2024 Year ended 31 December 2023 Loss attributable to equity shareholders (£'000) (1,267) (1,341) Weighted number of ordinary shares in issue 137,013,405 96,242,220 Loss per ordinary share (0.92)p (1.39)p Diluted earnings per share is taken as equal to basic earnings per share, as the Group's average share price during the period is lower than the exercise price of the share options and warrants and therefore the effect of including the share options and warrants is anti-dilutive. 10. Tangible and intangible assets - Group Group Tangible Assets £'000 Group Software development £'000 Group Customer contracts £'000 Group Website £'000 Group Total Intangible £'000 Cost or valuation B/F 1 January 2024 33 670 227 37 934 Additions 7 243 243 Disposal (227) (37) (264) C/F 31 December 2024 40 913 - - 913 Accumulated depreciation B/F 1 January 2024 25 437 227 37 701 Additions 6 157 157 Disposal (227) (37) (264) C/F 31 December 2024 31 594 594 Net Book Value 31 December 2024 9 319 - - 319 Cost or valuation At date of acquisition 25 April 2023 30 670 227 37 934 Additions 3 - - - 0 C/F 31 December 2023 33 670 227 37 934 Accumulated depreciation At date of acquisition 25 April 2023 20 331 208 29 568 Charge for year 5 106 19 8 133 C/F 31 December 2023 25 437 227 37 701 Net Book Value 31 December 2023 8 233 - - 233 Note: In 2024 we commenced the redevelopment of STREAM â . As at 31 December 2024, the capital commitment for the redevelopment was £147,517. 11. Goodwill Group 31 December 2024 £'000 Group 31 December 2023 £'000 Goodwill arising on the acquisition of Acuity RM on 25 April 2023 5,154 5,154 The goodwill arises on the acquisition of Acuity RM in April 2023. The goodwill has been tested for impairment using a discounted cashflow forecast model. The model is for 5 years and uses a number of scenarios for growth rates on new sales and upsell. The growth rate used in costs varies depending on the type of cost, with the biggest growth being employment costs as these are the most significant. The pre-tax weighted average cost of capital used in the model was 7.92% and range of values were used to test the model. No impairment was deemed necessary at the reporting date. 12. Investments held at Fair Value through Profit and Loss Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Cost of investments B/F cost 1,705 2,330 1,705 2,330 Additions - - - - Transfer to investment in subsidiaries 1 - (625) - (625) C/F cost 1,705 1,705 1,705 1,705 Fair Value Movement B/F fair value (1,461) (1,400) (1,461) (1,400) Fair Value adjustment (37) (61) (37) (61) C/F Fair Value movement (1,498) (1,461) (1,498) (1,461) Fair Value of Investments 207 244 207 244 1 Acuity RM Group plc previously held a 25% stake in Acuity RM. On 25 April 2023 it acquired 100% of the ordinary share capital of Acuity RM. The investment in Acuity RM has been transferred to an investment in subsidiary. See note 13. The Company acquired its legacy investment in KCR Residential REIT plc at a price of £0.70 per share in 2018. KCR is an AIM quoted real estate investment trust focused on the residential property market. The investment was classed as fair value through profit and loss in accordance with IFRS 9. The share price at 31 December 2024 was £0.085 per share so the investment was valued downwards at the year end by £36,536 in accordance with IFRS 13. The closing value at 31 December 2024 was £207,035. (31 December 2023: £243,571). Fair value hierarchy As KCR Residential REIT plc is an AIM quoted company, it is measured under level 1 of the fair value hierarchy in accordance with IFRS 13: - Level 1: quoted prices in an active market for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's-length basis. The quoted market price used for financial assets held by the Group is the closing price on the last day of the financial year of the Group. These instruments are included in level 1 and comprise FTSE and AIM-quoted investments classified as held at fair value through profit or loss. All assets held at fair value through profit or loss were designated as such upon initial recognition. 13. Investment in subsidiary At 31 December 2024 the Company held 100% of the ordinary share capital of the following company: Company Company 31 December 2024 £'000 31 December 2023 £'000 B/F Investment in Acuity RM 1 4,210 625 Acquisition of remaining 75% stake in Acuity RM 2 - 3,585 C/F investment in Acuity RM 4,210 4,210 1 Prior to the acquisition of Acuity RM, the Company held a £625,000 investment in Acuity RM. 2 On the 25 April 2023 the Company completed the successful acquisition of Acuity RM and now holds 100% of the share capital. 14. Trade and Other Receivables Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Trade receivables 495 1,093 6 - Prepayments and accrued income 146 150 3 16 Other receivables 31 12 13 - 672 1,255 22 16 15. Inter-Group Receivable Company Company 31 December 2024 £'000 31 December 2023 £'000 Inter-group loan - Acuity RM 1 604 392 1 The inter-group loan is repayable on demand and interest free. 16. Trade and other payables Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Trade payables 141 115 35 52 Employment taxes and VAT 104 250 2 14 Accruals 277 182 51 38 Other payables 10 10 11 - 532 557 99 104 17. Other current liabilities Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Deferred income 1 1,362 1,016 - - Bank loans 2 68 68 - - Other loans 3 23 97 - - 1,453 1,181 - - 1 Acuity RM recognises revenue from annual software subscription and support licences over the term of the contract on a straight line basis. Deferred income is the difference between the cash paid upfront by the customer and the revenue recognised to date. 2 The bank loan is a Coronavirus Business Interruption loan, (CBIL), that was taken out in July 2021. The loan is repayable over 6 years and is secured by a debenture. Under the terms of the CBILS no interest was payable for the first 12 months, therefore the CBIL has been fair valued through profit and loss. The fair value adjustment is disclosed in note 5. 3 The other loan was a short term loan taken out in 2024 and fully repaid in January 2025. 18. Other non-current liabilities Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Deferred income 1 1,090 1,014 - - Bank loans 2 92 154 - - 1,182 1,168 - - 1 As per note 17 2 As per note 17 19. Share capital Allotted, called up and fully paid Number of ordinary shares of 0.1p each Year ended 31 December 2024 Year ended 31 December 2023 B/F 121,556,731 419,822,048 Consolidation and subdivision 1 - (377,839,648) Shares issued during the year 28,571,428 79,574,331 C/f 150,128,159 121,556,731 1 On 24 April 2023 a resolution was approved by shareholders in a general meeting whereby the ordinary shares were subject to a consolidation and subdivision effectively reducing the number of shares and share options by a factor of 10. At the same time the number of deferred shares increased by 377,839,648. Year ended 31 December 2024 £'000 Year ended 31 December 2023 £'000 Allotted, called up and fully paid 150,128,159 (2023: 121,556,731) ordinary shares of 0.1p each 150 121 2,645,954,765 (2023: 2,645,954,765) deferred shares of 0.1p each 2,646 2,646 2,796 2,767 20. Deferred shares On 24 April 2023 at the General Meeting of the Ordinary Shareholders a resolution to consolidate and subdivide the ordinary shares was approved. The effect of this was to reduce the number of ordinary shares in issue on the basis of 1 for 10 but the underlying assets remain at the same value so assets per share increased tenfold; and to create additional deferred shares which are effectively valueless. The other rights of the deferred shares are: • no right to any dividend; • the right to receive notice of any general meeting and to attend such meeting but no right to vote thereat. 21. Share options and warrants The group operates two share option schemes. A new EMI approved share option scheme set up in 2024 and an unapproved scheme set up prior to 2024. The details of the share options issued and outstanding for each scheme is set out in the notes below. EMI Approved Share Option Scheme During 2024 a new EMI approved share option scheme was set up and awards made to senior employees. On 26 June 2024 7,131,088 were issued exercisable at 3.75p of which 2,251,922 were issued to Kerry Chambers and lapsed when she left the company. Save for 1,501,282 options granted to Angus Forrest, the options are exercisable in whole or in part at any time for five years from date of grant conditional on the market price (under the rules of the EMI Scheme) of the Company's shares reaching double the exercise price for a period of at least five consecutive trading days. 1,501,282 of the options granted to Angus Forrest have been awarded as a reward for initiating, delivering and successfully integrating the acquisition of Acuity Risk Management Limited. These bonus options are not subject to any performance criteria and are exercisable between the first and tenth anniversaries of the date of grant. The Group has used a Monte Carlo model to calculate the fair value of the share options due to the performance criteria conditions for vesting. The assumptions applied to Monte Carlo model for share options issued and the resultant fair value per option are detailed in the table below for options. Volatility was calculated using historical share price information for the 12 months prior to the date of grant. The charge calculated up to 31 December 2024 is £27,298 (2023: nil). Valuation of Share Options - where vesting linked to a performance condition 1 Approved share options 2024 grant Date of grant 26 June 2024 Time to maturity 4.5 years Volatility of share price 43% Dividend yield 0% Risk free interest rate 4.19% Share price at date of valuation 2.05p Exercise price 3.75p Fair value per option 1.51p 1 The share price must reach double the exercise price (7.5p) for at least five consecutive trading days. This impacts 3,377,884 of the share options issued. Valuation of Share Options - where vesting is not linked to a performance condition 2 Approved share options 2024 grant Date of grant 26 June 2024 Time to maturity 9.5 years Volatility of share price 43% Dividend yield 0% Risk free interest rate 4.19% Share price at date of valuation 2.05p Exercise price 3.75p Fair value per option 1.37p 2 The options can be exercised from the vesting date until the expiry date. This impacts 1,501,282 of the share options issued. Unapproved Share options scheme Awards under the scheme were made periodically to employees. The share options in this scheme vest three years after the date of grant and have an exercise period of seven years. The options may only be exercised by option holders while they are still employees of the Group. If death in service occurs the options can be exercised (to the extent that they have vested) by the option holder's personal representatives within 12 months from the date of death. If an option holder ceases to be employed and the Directors deem the option holder to be a 'Good Leaver' the options can be exercised (to the extent that they have vested) within six months from the date of cessation of employment. A reconciliation of share option movements over the year ended 31 December 2024 is shown below: Year ended 31 December 2024 Year ended 31 December 2023 Number of outstanding share options B/F 1,500,000 1,500,000 Number of options lapsed during the year 600,000 - Number of outstanding share options C/F 900,000 1,500,000 At 31 December 2024 outstanding options granted over ordinary shares were as follows; Share option scheme Exercise price Number Date granted Dates Exercisable Company unapproved 6.5p 500,000 15 July 2020 15 July 2023 to 14 July 2030 Company unapproved 5.5p 400,000 25 Nov 2020 25 Nov 2023 to 24 Nov 2030 The weighted average exercise price for the Group's options under the unapproved are as follows: Options outstanding at 31 December 2024: 6.06p Options exercisable at 31 December 2024: 900,000 The weighted average remaining contractual life of the share options under the unapproved scheme outstanding at the end of the year is 5 years (2023: 6 years). The Group has used the Black-Scholes formula to calculate the fair value of outstanding share options. The assumptions applied to the Black-Scholes formula for share options issued and the fair value per option are detailed in the table below for options issued. The charge calculated up to 31 December 2024 is £nil (2023: nil). Volatility was calculated using historical share price information for the six months prior to the date of grant. Unapproved share options 2020 grant Date of grant 15 July 2020 Expected life of options based on options exercised to date 3 years Volatility of share price 87% Dividend yield 0% Risk free interest rate 0.01% Share price at date of grant - adjusted for share reorganisation April 2023 6.5p Exercise price - adjusted for share reorganisation April 2023 6.5p Fair value per option - adjusted for share reorganisation April 2023 4.6p Date of grant 25 Nov 2020 Expected life of options based on options exercised to date 3 years Volatility of share price 96% Dividend yield 0% Risk free interest rate 0.01% Share price at date of grant - adjusted for share reorganisation April 2023 4.8p Exercise price - adjusted for share reorganisation April 2023 5.5p Fair value per option - adjusted for share reorganisation April 2023 3.5p Warrants On 25 April 2023, in connection with the acquisition of Acuity RM, the Company issued certain advisers with warrants to subscribe for the number of shares shown below at a price of 4.5 pence per share. The first date of exercise to be 25 April 2024 and the warrants expire on 24 April 2026. Share Warrant Holders Exercise price Number Date granted Dates Exercisable Clear Capital Markets Ltd 4.5p 1,674,465 25 April 2023 25 April 2024 - 24 April 2026 Peterhouse Capital Ltd 4.5p 475,534 25 April 2023 25 April 2024 - 24 April 2026 Warrants exercisable at 31 December 2024: 2,149,999 The Group has used the Black-Scholes formula to calculate the fair value of outstanding share options. The assumptions applied to the Black-Scholes formula for share warrants issued and the fair value per warrant are detailed in the table below for warrants issued. The charge calculated up to 31 December 2024 is nil (2023: £61,000). Date of grant 25 April 2023 Expected life of the Warrants 3 years Volatility of share price 60.2% Dividend yield 0% Risk free interest rate 3.67% Share price at 31 December 2023 6.0p Exercise price 4.5p Fair value per warrant 3.1p 22. Pensions The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. Employer contributions for the year were £69,429, of which £10,210was payable at 31 December 2024 Contributions payable to the pension scheme are charged to the income statement in the year to which they relate. The Group has no further payment obligations once the contributions have been paid. 23. Transactions with related parties Group and Company The key management personnel of the Company are considered to be the Directors. Acuity Risk Management Limited, a 100% owned subsidiary, was charged £60,000 for management fees for the period ended 31 December 2024 (12 months ended December 2023: £60,000), of which £6,000 was payable at 31 December 2024. 24. Financial instruments and risk profile The Group's and Company's financial instruments comprises investment, cash balances, debtors and creditors that arise directly from its operations and derivative instruments. The Group and Company are exposed to risk through the use of financial instruments and specifically to liquidity and market price risk and foreign exchange rate risks, which result from the Group's operating activities. The Board's policy for managing these risks is summarised below. Liquidity and market price risks The Group currently has an investment in KCR Residential REIT plc. Although this is a traded investment it has limited liquidity. The Group and Company are exposed to market price risk as shown by movements in the value of its equity investment. Any such risk is regularly monitored by the Directors. Foreign exchange rate risks Acuity RM trades overseas and invoices in the local currency in territories with currencies traded in major markets, but in less developed areas it invoices in £ Sterling or other major currency as agreed with the customer. Capital risk management The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as presented on the face of the Statement of financial position. The movement in the capital to overall financing ratio is shown below: Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Equity 3,800 4,088 5,305 4,798 Less: cash and cash equivalents (606) (100) (362) (40) Capital 3,194 3,988 4,944 4,758 Equity 3,800 4,088 5,305 4,798 Borrowings 183 319 - - Overall financing 3,983 4,407 5,305 4,798 Capital to overall financing 80.2% 90.5% 93.2% 99.2% In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Credit risk The Group's exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date. Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Trade and other receivables 672 1,255 22 16 Cash and cash equivalents 606 100 362 40 Inter group loan - - 603 392 1,278 1,355 987 448 The Directors consider that all the above financial assets are of reasonable quality. No amounts shown above are considered to be past their due date. Summary of financial assets and liabilities by category The carrying amount of financial assets and liabilities as recognised at the balance sheet date of the reporting periods under review may also be categorised as below: Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Current assets Trade and other receivables 672 1,255 22 16 Cash and cash equivalents 606 100 362 40 Inter group loan - - 603 392 Financial assets at amortised cost 1,278 1,355 987 448 Financial assets at FVTPL 207 244 207 244 Current liabilities Trade and other payables 532 557 99 104 Deferred income 1,362 1,016 - - Loans - 68 - - Financial liabilities carried at amortised cost 1,894 1,641 99 104 Financial liabilities carried at FVTPL 68 97 - - Non current liabilities Deferred Income 1,091 1,014 - - Financial liabilities carried at amortised cost 1,091 1,014 - - Financial liabilities carried at FVTPL 92 154 - - The financial instruments held at fair value through profit or loss have been valued in accordance with IFRS 13 . In the current year, these are determined by reference to quoted prices where there is an active market for identical assets or liabilities. Otherwise, the fair value is determined by using valuation techniques such as earnings multiples. There is no material difference between the carrying value and fair value of the Group's aggregate financial assets and liabilities. Interest rate risk profile of financial liabilities Group Group Company Company 31 December 2024 £'000 31 December 2023 £'000 31 December 2024 £'000 31 December 2023 £'000 Floating rate financial liabilities - - - - Fixed rate financial liabilities 183 319 - - Financial liabilities on which no interest is paid 2,984 2,587 99 104 3,167 2,906 99 104 25. Subsidiary undertakings At 31 December 2024 the Group held 100% of the equity of the following: Company name Country of registration Principal activity Holding Class of shares Acuity Risk Management Limited England Software development 100% Ordinary The registered address of the Acuity Risk Management Limited is the same as that of the parent company, see note 26. Previously the Group held 100% share capital of World Life Sciences Limited. It was a company with no assets as at 31 December 2023 and was dissolved in March 2024. The registered address of World Life Sciences Limited was Burnham Yard, London End, Beaconsfield, HP9 2JH. 26. Company information The Company is a Public Limited Company registered in England and Wales. The registered office is 2 nd Floor, 80 Cheapside, London EC2V 6EE. 27. Ultimate controlling party The Directors believe that there is no overall controlling party of the Company. 28. Events after the reporting date On 19 th May 2025, the Company completed a fundraise via a placing and subscription and raised gross proceeds of £411,071 by the issue of 41,107,143 shares at 1p per share. The directors and the largest shareholder Simon Marvell announced their intention to subscribe for 10,500,000 shares at 1p per share to raise a further £105,000, to be effected once this report and accounts has been published. The placing included a broker option and on 21 st May 2025 it was announced that this had raised a further £10,000 through the issue of 1,000,000 shares. For every one shares purchased under the fundraise one warrant will be issued, entitling the holder to subscribe for one share at a price of 1.5p per share exercisable for a period of 12 months. Additionally on 19 May 2025 the Company announced that it was issuing 344,827 shares at a price of 1.45 pence per share to settle £5,000 of deferred consideration for the purchase of a loan note, in accordance with the terms of the purchase, and that it was issuing 1,121,454 shares at a price of 1.45 pence per share to settle £16,261 of a supplier invoice, in accordance with the terms agreed with that supplier at the outset of that supplier being engaged. Share options were issued to David Rajakovich on 6 February 2025 - see page 17 for further details. 29. Contingent Liabilities There are no contingent liabilities to be disclosed.
View stock analysis, news, and events for Acuity Rm Group Plc