2022
Annual Report
1Spatial plc
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Enabling critical decision-making for a safer,
smarter and more sustainable world
Overview
At a Glance
Unlocking the value
1Spatial is a global leader
in the provision of Location
Master Data Management
(LMDM) software, solutions
and business applications.
Accurate and reliable location data provide significant
opportunities for businesses and governments to deliver
against important sustainability and Net Zero goals, improve
operational efficiencies and contribute to a better society for all.
Our purpose
Our purpose is to enable our customers to make better decisions by
unlocking the value in location data, helping to make the world safer,
smarter and more sustainable.
What we do
We are global leaders in Location Master Data Management. We unlock
the value of data by providing automated solutions for optimising our
customers’ location data, delivering data that is reliable, up-to-date and
complete, enabling them to make better-informed decisions and meet
the demands of the digital economy.
How we do it
We deliver our solutions through the 1Spatial Platform, which incorporates
a comprehensive set of data and system-agnostic Location Master Data
Management software components, which help ensure master data is
compliant, current, complete, consistent and coordinated.
The 1Spatial Platform automatically validates, cleanses, synchronises,
updates and analyses data from multiple sources and formats.
The Platform allows our customers to master their data on any device,
anywhere, anytime. It can be deployed as SaaS in the Cloud, on-premise,
or as a hybrid of both.
311
Employees worldwide
OUR PARTNERS
OVER 1,000 CUSTOMERS
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
of location data
7
Operational countries
25
Locations of our key customers
United Kingdom
United States
France
Belgium
Republic of Ireland
Tunisia
Australia
Australia
Belgium
Canada
Denmark
France
Germany
Gibraltar
India
Ireland
Indonesia
Italy
Luxembourg
Monaco
Morocco
Netherlands
New Zealand
Norway
Philippines
Republic of Ireland
Singapore
South Africa
Spain
Tunisia
United Kingdom
USA
KEY INDUSTRY SECTORS
GOVERNMENT
Helping governments manage, share
and use data to accelerate delivery of
economic, social and environmental
benefits, enabling better decisions
and greater insights.
UTILITIES
Providing utility organisations with
confidence in their data as they
increasingly transform into digital
organisations with machine learning,
digital twins and preventative action
now being common practice.
TRANSPORTATION
& INFRASTRUCTURE
Enabling organisations to effectively
manage complex supply chains, deliver
a dependable service and excellent
customer experience, while reducing
carbon emissions and environmental
impacts for the industry.
See pages 26-27
See page 15
See pages 26-27
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01
02
Overview
Investment Case
Contents
Overview
At a Glance
Investment Case
Highlights
Purpose-led Approach
Market Overview
Our Business Model
Strategic Report
1Spatial Platform
Our Differentiators
Case Study - 1Water Application
Chairman’s Statement
CEO’s Review
Strategic Framework
Strategy in Action
ESG Report
CFO’s Review
Key Performance Indicators
IFC
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04
06
08
10
12
14
15
16
18
24
26
28
32
36
Principal Risks and Uncertainties 37
Section 172 Statement
40
Governance Report
Board of Directors
Corporate Governance Report
Audit Committee Report
Remuneration Report
Directors’ Report
SECR Report
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44
46
48
52
56
Financial Statements
Independent Auditor’s Report
58
Consolidated Statement
of Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Notes to the Financial
Statements
Company Statement
of Financial Position
Company Statement
of Changes in Equity
Notes to the Company
Financial Statements
Company Information
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70
104
105
106
113
Reasons
to invest
in 1Spatial
Growing market
opportunities
Pioneering technology
and long-standing
location data expertise
• 1Spatial sits right at the
• We are pioneers in the auditing,
heart of significant growth
opportunities across multiple
sectors, enabling a smarter,
safer and more sustainable world.
We help governments and energy
providers to meet the green
agenda, support the investment
in infrastructure upgrades and
help organisations implement
digital transformation strategies.
• We collaborate with global
partners on large-scale data
transformation projects and
tap into a broader network
of prospective clients.
• The US is a significant growth
opportunity for the Group,
particularly with our Next
Generation 911 SaaS solution.
validation, cleansing, and
maintenance of location data, and
our technology is recognised as
being of a world-class standard.
• Our market-leading technology
powers some of the world’s largest
location data implementations,
such as the US Census Bureau
and the UK National Underground
Asset Register (NUAR).
• We understand the complexity of
location data formats and sources,
the rules that need to be applied
to validate data and how to
resolve issues that arise from
complex data integration and
transformation projects.
• Our domain expertise has been
honed over 30 years, which
presents a high barrier to entry.
• Our patented technology enables
us to validate, map and integrate
data from multiple sources,
systems and formats at speed
and at scale, without requiring the
data to be centralised beforehand.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Valuable
customer base
Scalable
business model
Strengthening
financial position
• We have a customer base of over
1,000 organisations, providing a
strong foundation for growth.
• Our commitment to service
excellence means we benefit from
high levels of customer retention.
• We are transitioning to a SaaS
delivery and business model,
with a growing proportion of
recurring software revenue.
• We have built an elastic, multi-
tenant cloud platform to support
increased market penetration
and scalable growth.
• We forge strong relationships
with an expanding list of partners,
providing additional sales and
marketing reach.
• We are delivering growing
revenues with our global offering
and clients in 25 countries.
• Our focus on growing recurring
subscription term licences,
our SaaS strategy and other
recurring revenue from long-term
contracts will continue to deliver
revenue growth.
• We have a positive adjusted
EBITDA and are cash generative.
• Our balance sheet is strong with
a net cash position.
“ Having this new data in place will mean any planner or field worker can
ask “How deep should I expect to find the pipe at this point and how
certain are you of the answer?” As a result, NWG can continue to deliver
and exceed excellent customer service levels, knowing their teams can
work in a safer way while minimising disruption to the water supply.”
Clive Surman-Wells
Operational Solutions Manager, Northumbrian Water Group
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Overview
Highlights
FINANCIAL HIGHLIGHTS
Group revenue
Group gross profit
Adjusted EBITDA *
2022
2021
£27.0m
£24.6m
2022
2021
£13.9m
£13.1m
2022
2021
£4.2m
£3.6m
10%
Earnings/(loss) per share –
basic and diluted (p)
6%
15%
Recurring revenue
Term licences revenue
2022
2021
0.2p
(1.0)p
2022
2021
£12.2m
£10.6m
2022
2021
£2.9m
£1.1m
15%
167%
HIGHLIGHTS
Significant high-value
contracts signed in FY
2022 combined with
strong growing pipeline
of prospects
Organic revenue growth
with higher levels of
recurring revenue
achieved from new
customer wins and
expansion contracts
in all regions
Continued R&D
investment in innovative
solutions creating market-
leading Location Master
Data Management
(“LMDM”) solution
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Adjusted EBITDA * margin (%)
Operating profit/(loss)
Profit/(loss) before tax
2022
2021
15.5%
14.8%
2022
2021
£0.4m
£(1.2)m
2022
2021
£0.2m
£(1.4)m
0.7pp
Group total ARR **
Term licences ARR **
Committed services backlog
2022
2021
£13.4m
£10.7m
2022
2021
£4.1m
£1.6m
2022
2021
£5.5m
£12.5m
26%
Net cash ***
2022
2021
£3.2m
£4.3m
24%
160%
129%
*
Adjusted EBITDA is a company-specific measure which is calculated as operating profit/
(loss) before depreciation (including right of use asset depreciation), amortisation and
impairment of intangible assets, share-based payment charge and strategic, integration,
other non-recurring items
**
Annualised Recurring Revenue is the annualised value at the year-end of committed
recurring contracts for licences and support and maintenance
*** Net cash is gross cash less bank borrowings but excludes lease liabilities
OPERATIONAL HIGHLIGHTS AND OUTLOOK
37% revenue growth in the US at constant currency
Reporting first Group profit before tax for over a decade
Trading in the current financial year has started positively and, while
cognisant of inflationary cost pressures, the Board remains confident in
delivering results for FY 2023, in line with current expectations
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Overview
Purpose-led Approach
Our purpose
Our purpose is to enable
our customers to make
better decisions by unlocking
the value in location data,
helping to make the world
safer, smarter and more
sustainable.
We help our customers make critical
location-based decisions in many
different ways.
Safer
Our technology helps to eliminate the
incidence of utility strikes, preventing
thousands of life-changing injuries and
saving millions in costs every year.
Read more about our involvement
in the NUAR project on page 23
Our solutions help emergency centres in the
USA correctly locate and route emergency
services calls, helping to improve response
times, alleviate the impact of disasters and
save millions of lives.
Read more about our NG-911 solution
on page 21
OUR STAKEHOLDERS
Doing the right thing –
supporting the
environment, our people
and all stakeholders, is
fundamental to what
drives us as a business.
Planet
Customers
We are committed to
embedding sustainability
at the core of our business.
Not only do we support the
United Nations’ Sustainable
Development Goals through
the work we do for our clients,
but through our own ESG
project and sustainability
initiatives. We are developing
an ESG strategy and
framework which, combined
with our purpose, will guide
our decision-making about
the assets we deploy and the
outputs we produce.
We work closely with our
customers to identify and
understand their business
issues. Increasingly,
customers cite sustainability,
health and safety, and
infrastructure investment
as key drivers. Helping
them make data-enabled
decisions drives development
of innovative solutions and
applications, which in turn
drives our business growth.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Smarter
Local and national governments use our
technology to make informed, evidence-based
decisions when setting regulations, collecting
taxes and providing public services, saving
thousands in public spending.
Read more about our work for Northern
Ireland’s Department of Finance on page 26
We are helping to create a digital replica of the
outside world using our 3D-enabled technology
for the Municipality of Aarhus, the second
largest city in Denmark. This will support the
Danish Government’s plans for a smarter city
to combat climate change, mitigate disasters,
improve emergency response and calculate tax
more effectively.
More sustainable
As organisations work towards achieving their
Net Zero goals, we create data platforms
for modelling green decisions and reducing
carbon emissions. We are helping the Energy
Networks Association (ENA), in collaboration with
Ordnance Survey, to create a digital twin of the
UK’s energy network infrastructure to support
planning for alternative energy sources.
We are helping utilities providers in France to
ensure the safe and reliable supply of water
to their customers with our 1Water solution,
which supports the improved management of
inventory, operations, planning and maintenance
of water and wastewater networks.
Read more on page 27
Read more on page 15
People
Suppliers & Partners
Shareholders
Our dedicated, committed
and passionate team are
the cornerstone of our
success. Our culture is open,
supportive, inclusive and
encouraging. Guided by our
purpose and underpinned by
our values (We Respect, We
Innovate, We Collaborate, We
Trust and We Care), we believe
in the concept of 1Team to
achieve sustainable outcomes.
We strongly value the
business relationships with
our suppliers and partners
and the opportunities
created by working together.
Through partnerships we
learn, share best practice and
set future goals so that we
can bring our software and
solutions to new geographic
regions and industries and
provide additional scale to our
capabilities. Our commitment to
ESG means we are taking steps
to embed sustainable practices
across our supply chain.
We believe that our purpose is
material to the performance
of our business and aim to
generate increasing value for
our investors while managing
within the risk, governance
and compliance frameworks
that guide us. We aim to
engage openly, consistently
and transparently with our
shareholders through formal
AGMs, results announcements
and presentations, investor
roadshows, conferences and
updates on our website.
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Overview
Market Overview
Our market
Location data is helping to improve responses to
the great challenges we now face such as climate
change, while also enhancing the planning and delivery
of more immediate projects related to infrastructure,
construction, housing, transport, retail, the environment,
and emergency response services.
1Spatial operates at the
intersection of two growing
global markets: the
geospatial market – often
referred to as the GIS (or
Geographic Information
Systems) market – and
master data management
(a technology discipline
that ensures the uniformity,
accuracy and accountability
of shared data assets).
GIS
Geospa�al Informa�on
Systems
$10 Billion*
LMDM
Loca�on Master Data
Management
MDM
Master Data Management
$12 Billion**
*Es�mated: US$21.1 Billion by 2027
**Es�mated: US$46.8 Billion by 2027
Es�mated market size
Seizing the future
A data-driven economy
Our market position
The global geographic information
system (GIS) market size was US$ 10.1
Billion in 2021 according to the IMARC
Group, and is expected to reach US$ 21.1
Billion by 2027, exhibiting at a CAGR of
13.1% during 2022-2027. Similarly, the
MDM Market was valued at US$11.6
Billion in 2019 and is projected to reach
US$46.8 Billion by 2027, growing at
a CAGR of 19.1% from 2020 to 2027,
according to the Master Data Management
Size and Forecast Report.
Several major trends are driving
geospatial industry growth, including
the acceleration of digitalisation,
the integration of geospatial and new
technologies (such as 3D, machine
learning and Artificial Intelligence),
the need to meet Net Zero goals, the
increasing trend to develop smart cities
and digital twins, and infrastructure
stimulus investment plans.
Sustainability goals, and the move to
a data-driven economy, continue to
drive unprecedented growth in both
the quantity of location data and the
need for applications to derive value
from it. 80% of all data collected now
has a location component to it (according
to a survey by Esri). In fact, a recent
global survey run by intelligence company
Carto found that 94% of large businesses
collect and/or store location data.
This growing business need means
that location data is becoming more
‘mainstream’ as enterprise and
government organisations place an
increasing emphasis on its importance.
The variety of formats and repositories
of this data, however, mean that much is
currently unusable – fuelling the growth
of solutions that will unlock the power
of these datasets.
Very few organisations have the
breadth of knowledge, the location
expertise and the unique product
solutions that 1Spatial offers, making
us a significant and important part
of the global geospatial ecosystem.
The 1Spatial Platform incorporates
a complete set of Location Master
Data Management (LMDM) software
components that can be used to enable
customers to unlock the value within all
their data (spatial and non-spatial) to
achieve their objectives. The importance
of location-based solutions and the
resilience of the data that underpins
these solutions have become imperative
for organisations to provide the required
services to their customers or citizens.
Contents
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Strategic Report
Corporate Governance
Financial Statements
Our expertise
The forecast growth of the GIS market
is attracting more software providers
into the market; however, we believe
very few have the comparable
experience and expertise in location
data and the breadth of knowledge of
the sector. This growth of the market
provides opportunities for us to partner
with organisations that have applications
or customers, but not the necessary
location data management skills,
products or solutions, creating a barrier
to entry. Moreover, our close relationship
with Esri Inc., the global market leader
in GIS database software, gives us
additional credibility, while enhancing
our market reach and visibility.
We focus on three industries where
accuracy of location and geospatial data
are critical: Government, Utilities and
Transport. This focus spans across four
geographic markets: the UK & Ireland,
USA, Europe, and Australia.
At the heart of multiple
themes: accurate,
shareable location data
There is a growing awareness across
multiple industries that location data is
a vital element in the delivery of more
efficient, faster and safer services. With
location data increasingly being used
as the main point of reference when
connecting multiple systems, there
is a need for that data to be accurate
and shareable.
Sustainability drivers
In the past, our offerings have
traditionally been used to address
customer needs such as increased
efficiencies or cost savings, but
increasingly these drivers are now around
sustainability, health and/or safety and
infrastructure investment. Our rules
engine, 1Integrate and its companion
cloud portal 1Data Gateway are
consistently being recognised as powerful
tools to ensure good quality data.
The macro climate
At the macro level, we believe themes
such as the 17 United Nations (UN)
Sustainable Development Goals (DSGs),
a universal call for action to end poverty,
hunger and protect the planet, and
specific government initiatives, such as
President Biden’s “once in a generation”
spending plan to invest $1.2 Trillion into
infrastructure development and climate
change projects will continue to be
long-term drivers of the need for accurate,
location-based, shareable data.
Key Industry Drivers
MACRO THEMES
ESG and Sustainable
Development Goals
• 169 targets to measure
• Mapping and location data play a
significant role
Government Investment
Initiatives
• US$1.2 Trillion infrastructure
investment – USA
• £600 Billion investment – Build
• A need for improved data quality
Back Better – UK
driven by the United Nations
• €750 Billion stimulus fund –
Digital Economy
• Drive for digital representation of
assets (digital twins)
• Greater need to share data across
organisations and the public sector
• Increasing demand for Cloud First
and SaaS-enabled solutions
European Commission
• US$500 million funding for Next
Generation 911 projects
TARGET MARKETS
Government
Utilities
Transport
MARKET DRIVERS
Sustainability (drive to Net Zero)
Infrastructure Investment
Health & Safety
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Overview
Our Business Model
Enabling critical
decision-making
Innovation
Be innovative in how we
develop and use our core
products and technology
OUR STRATEGIC PILLARS
What we do
We unlock the value of
data by providing automated
solutions for optimising our
customers’ location data,
delivering data that is reliable,
up-to-date and complete,
enabling them to make better-
informed decisions and meet
the demands of the digital
economy.
How we do it
The 1Spatial Platform
automatically validates,
cleanses, synchronises,
updates and analyses
data from multiple
sources and formats.
HOW WE
PRIORITISE OUR
BUSINESS ACTIVITIES
RESOURCES
& RELATIONSHIPS
WE RELY ON
S
S
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N
S
U
B
I
Financial performance
Financial capital
Investor growth
Customer needs
Industry expertise
Customers
G
S
E
People, society
& environment
Regulatory
requirements
Our people,
partners & suppliers
Shareholders
Governing institutions
Y
G
O
L
O
N
H
C
E
T
Innovation
SaaS enablement
1Spatial Platform
Contents
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Strategic Report
Corporate Governance
Financial Statements
OUR STRATEGIC PILLARS
Customer
Relationships
Be approachable through
customer-guided innovation
and market research
Smart
Partnerships
Be smart in how we work
with our partners
OUR OUTPUT
Location Master Data Management
Products
Applications
Solutions
We Respect
REVENUE SOURCES
We Care
Values
We Innovate
We Trust
We Collaborate
Licensing
Consulting
services
Maintenance
& support
contracts
OUR
DIFFERENTIATORS
Scalability
Automation
OUR BUSINESS MODEL IS UNDERPINNED
BY OUR PEOPLE AND COMPANY VALUES
Configuration
Data and
system agnostic
Spatial &
non-spatial data
No-code
rules engine
High volumes of
complex data
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Strategic Report
1Spatial Platform
Location Master
Data Management
The 1Spatial Platform is a complete set of Location Master Data
Management (LMDM) software components, which combines servers,
portals, dashboards, SDKs, APIs, data connectors, business-focused
applications and our patented 1Integrate rules engine.
At the heart of the data
ecosystem
Data is often collected and stored in silos.
The 1Spatial Platform is an integrated data
system – an ecosystem where data can be
shared – saving our customers significant
time and money on having to collect data
themselves which already exists elsewhere
(internally or externally).
But to rely on this shared data there
first needs to be a mechanism to validate
its accuracy.
Since data is often captured and stored
in different standards and formats and at
differing levels of data quality, it needs to
be audited and assessed against specific
standards or criteria before it can be trusted.
1Spatial’s LMDM approach allows us to
connect all elements of the data ecosystem
together because we put data governance
and data quality at the heart of our platform.
How the Platform works:
1.
2.
3.
4.
Ingest: Data is ingested into the platform from various formats, systems
and sources (e.g. Ordnance Survey data, Esri data, 3D data).
Rules: We then incorporate the data standards and rules which the data
needs to conform to.
Validate: Our automated rules engine 1Integrate audits this data and
validates it against the relevant data standards.
Cleanse: We then cleanse it to ensure it is compliant by either flagging up
errors of non-compliance for manual correction, or by applying automatic
corrections.
5. Synchronise: The data is then synchronised across the data ecosystem.
6.
7.
Update: The Platform will continuously update any changes to the data,
ensuring the data remains of a consistent quality.
Analyse: Finally, the 1Spatial Platform enables our customers to analyse
the data, feeling confident to use and rely on it for making business-critical
and life-saving decisions.
Our customers can use this data through one of our business apps such as
NG911, HPMS or 1Streetworks/TMPA or share it back to their systems or
partners such as Esri or SAP.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Our business applications
1Water
1Water is a business application for water
network management. This global solution
has been built on top of the Esri platform
and works with the new Esri Utility
Network Model. We have used this solution
to successfully migrate our existing French
customers in the water sector to the Esri
platform and intend to market this solution
globally. We have already secured four
utilities clients in France since its launch
late in 2021.
1Telecomms
1Telecomms is a business application for
fibre optic and telecommunications
networks, built on the Esri platform. It is
aimed at operators, engineering and
construction firms and local authorities,
enabling them to optimise processes
around the construction, deployment,
operation and maintenance of
telecommunications assets. It also helps
them accurately locate their indoor-
outdoor telecommunications
infrastructure while improving inventory
management and maintenance.
3D
Next Generation 9-1-1
Our Next Generation 9-1-1 Solution
ensures that emergency services are using
validated and integrated location data and
that any issues with the data are rectified
as quickly as possible. The automated
process saves time and resources for
multiple emergency services departments.
By having a complete dataset, the
emergency service departments will be
able to react to incidents faster, and make
decisions confidently, based on quality
data. We are making significant headway in
the US with this application, and to date,
we have secured contracts with 7 Federal
States, in addition to Los Angeles County.
US Highways Performance
Management System (HPMS)
HPMS, underpinned by the 1Spatial
1Integrate rules engine, was developed
in collaboration with the US Federal
Highway Administration. The application
automates the process of validating and
preparing the highway/ roads data for
submittal to the Federal Highway Agency,
which was formerly a very arduous
process. HPMS data submittal is critical
to each of the 50 states in the US, as it
determines the Federal Highway funds
to be allocated to each state each year.
This repeatable solution for State
Departments of Transportation
provides recurring annual term licence
and services contracts. Customers
already include the Federal Highway
Administration, and the Departments
of Transport for Massachusetts, West
Virginia and Pennsylvania.
1Streetworks/Traffic Management
Plan Automation
1Streetworks, our traffic management
plan automation application enables the
automatic generation of statutory traffic
management plans around essential
roadworks. Excavating roads to access
utility pipelines and cables is often
unavoidable and, in the UK, there are
approximately four million such digs
each year. Each one must be meticulously
planned, and a significant amount of
time is required for the creation of an
approved, standards-compliant traffic
management plan. We believe the market
opportunity for the application to be
significant and are currently evaluating
partnering opportunities to further
develop this solution.
Crash Mapping
To improve road safety and reduce
car accidents along the roadways, the
Departments of Transportation in each
State in the US must report on car crashes
every year. However, crash data is typically
collected in the field – either manually or
with GPS-enabled devices, and not where
the actual crash occurred. The 1Spatial
Platform can determine where the crash
occurred along the DOT’s transportation
network. This can help with providing
metrics like the number of crashes at a
given intersection. The crash data can
also be cross referenced, using 1Integrate,
with the transportation department’s asset
data, to identify inconsistencies between
the systems. We are already helping the
Departments of Transport for Kansas and
Alabama automate their crash mapping
and validation processes.
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Strategic Report
Our Differentiators
Extensive domain
expertise
Data and application
agnostic
Broad industry
footprint
We have been at the forefront
of software development and
location data for many years,
and our domain expertise
has been honed over the past
30 years. Our world-class
technology has been used in
major international projects
such as the US Census Bureau
and the National Underground
Asset Register Project (NUAR)
and is continually evolving
and improving.
Unlike other GIS solutions
providers, we can efficiently
validate, cross-reference and
integrate data from multiple
sources, systems and formats
at speed and at scale, without
requiring the data to be
centralised beforehand.
Our technology can be used
to process both spatial and
non-spatial data.
Our extensive client base of
more than 1,000 organisations
stretches across a range of
industries and geographies
including government, utilities,
transportation, defence and
facilities management.
Data specialists
Proven automation
technology
Secure and
compliant
When bidding for large
contracts, we recognise
that there is often a need to
demonstrate the collaboration
of specialist teams.
1Spatial is an SME with
specialist expertise in
the form of master data
management and location
master data management.
Our skills and capabilities have
successfully been applied to in
many competitive partnership
bidding processes.
Automation eliminates any
subjectivity involved in
manual data management
processes, providing a
much more efficient data
governance process.
Our technology is often
deployed to deal with high
volumes of complex location
data ‘at speed’ – enabling
significant savings in time
and costs for customers.
We have security in mind at
all stages of our development
lifecycle, applying a risk-based
approach in line with ISO
9001:2015 and ISO 27001:2013
(a certification we are working
towards achieving).
Our products and solutions
undergo penetration testing
to ensure they are as robust as
possible, and we release regular
patches to proactively shield
against any identified issues or
third-party vulnerabilities.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Case study:
Supporting the safe and reliable
supply of water
1Water Application
“ 1Water allows organisations
to intelligently combine
technical, geospatial and
operational data for optimal
decision-making, enabling
users to view their water
network data in a user-
friendly way, achieve
instant updates and data
sharing in real time.”
Claire Milverton
CEO, 1Spatial
Initial contract value: €0.3 million
Duration: ongoing
Annual recurring revenue: €0.8 million
• 1Water is our new flagship application
for effective water network
management, built on the Esri platform.
• The product helps to ensure the safe
and reliable supply of water to utility
customers by improving the planning
and maintenance of water networks
and assets, while saving time and
reducing costs.
• It also supports compliance with water
management regulations and ESG
initiatives by providing greater
visibility over water usage and trends,
enabling the reduction of water
leakages and improved water
treatment management.
• It is configurable and can be used by
local authorities, water syndicates and
private operators of all sizes.
• User-friendly maps, dashboards and
reports present powerful visualisations
and analytics of the network and asset
data and operations in real time.
• 1Water is based on the Esri ArcGIS
Utility Network model, a global leader
in GIS solutions and 1Spatial partner,
extending our reach to a broader range
of customers that use the Esri software.
• So far we’ve migrated 15 clients from the
legacy Elyx system to our Esri-supported
solutions such as 1Water with a further
14 in progress, with a total annual
recurring revenue of c €0.7m
• 1Spatial is the only company in France
to support Esri’s Utility Network Model,
and Esri Inc considers 1Spatial to be a
leading Utility Network specialist.
• In 2021, 1Spatial won two high-profile
Esri awards based on the work we are
doing with 1Water (Esri Utility Network
Speciality Designation and the Web GIS
Transformation Award).
• 1Water is available on-premise or in
the Cloud.
• Since launching in October 2021,
we have secured four clients for our
1Water solution.
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Strategic Report
Chairman’s Statement
2022 PERFORMANCE
10%Group revenues increased by
10% to £27.0m (FY21: £24.6m)
15%
Adjusted EBITDA* increased by
15% to £4.2m (FY21: £3.6m)
Driving
substantial
financial
growth
“ Significant high-profile wins
in the year, with sales orders
being considerably higher
than expectations.”
Andrew
Roberts
NON-EXECUTIVE
CHAIRMAN
1Spatial has enjoyed a successful
first year of its three-year growth
plan. Expansion has been seen in
all parts of the business, delivering
across all three of our strategic
growth pillars: Innovation,
Customer Relationships and
Smart Partnerships. We have
seen substantial financial growth,
exceeding our revenue and sales
forecasts for the year which has
provided a solid basis for long-
term success.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
People
Outlook/summary
We have invested in the expansion of
our senior leadership team to ensure we
have the depth of management to deliver
our strategy and have been delighted by
the immediate positive impacts the new
team members have made.
We have entered the new financial year
in a significantly stronger position. With
a strong sales backlog and increased
levels of recurring revenue, I am
confident the Group’s success over the
past 12 months is set to continue.
Our priority continues to be the wellbeing
of our teams around the world, providing
them with the best environment to
continue to deliver the high-quality
service our customers expect of 1Spatial.
World events continue to be challenging
and worrying for many. We do not have
any operations in Russia or the Ukraine
and no customers in those regions.
Environmental, Social
and Governance (ESG)
Like many businesses, ESG is very
important for 1Spatial as we strive to
make the world safer, smarter and more
sustainable for the future. Whilst we are
still in the early stages of implementing
ESG initiatives across the Group, we
have already taken steps to address key
areas within ESG over the past few years.
During the year we engaged with a third
party with expertise in this area to help
us consolidate all of our initiatives and
define and create our full ESG strategy,
which is set out in more detail on
page 28.
Given the nature of what we do, we have
a low impact on the environment, but we
are always aiming to improve and offset
our carbon footprint by initiatives such
as donating to the Woodland Trust to
offset travel.
We anticipate scalable growth in three
key areas. Firstly, we expect the US to
continue to accelerate in the coming years
and become a substantial part of our
Group revenues in the future. Secondly
there is significant growth potential
from new partnerships, targeting the
government and large enterprise digital
transformation opportunities. Thirdly,
the commercialisation of our cloud-based
platform planned in the second half of
the year, enabling us to launch Validation
as a Service (VaaS) offerings and other
targeted SaaS business applications
such as 1Streetworks/TMPA should be
a transformational opportunity for
scalable growth.
The Board is confident that the
inflationary pressures being felt by all
businesses in the current environment
are being well managed.
We believe the investments we have
made over the past year in our people
and technology position us well to take
advantage of the huge opportunity that
is ahead. The significant number and
range of new wins in the year provides
the Board with confidence that 1Spatial
is in an excellent position to continue in
an upward trajectory and we expect a
successful continuation of the execution
of our growth strategy.
Finally, I would like to thank all our staff
for their contribution and fortitude
through the pandemic.
Andrew Roberts
NON-EXECUTIVE CHAIRMAN
26 April 2022
Digital transformation, combined with
government initiatives such as increased
infrastructure investment and the launch
of sustainability programmes, are driving
a substantial need for data management
tools, particularly those capable of
managing complex location data. With its
enterprise grade software and over 30
years’ heritage in location data, 1Spatial
sits at the heart of this rapidly increasing
demand, as evidenced by the significant
high-profile wins in the year; which in
turn are elevating our profile on the
global stage. These wins highlight the
quality of 1Spatial’s world-class
technology and geospatial expertise,
and the ability of the business to scale
through the sale of repeatable business
applications and software solutions.
Financials
Our key financial objectives for the year
were to grow recurring revenues, while
generating funds to be reinvested into
the business. I am pleased to report that
our financial performance exceeded
expectations this year, with sales orders
being considerably higher than our
expectations. We have also returned to
organic revenue growth, with increased
revenue across all regions and sectors in
which we operate. Our first recorded
operating profit and profit before tax for
over a decade represents a positive
financial milestone and is particularly
pleasing given the accelerated transition
we are achieving in our business model
towards term and SaaS-based
subscription licenses.
Operational successes
This year has been a year of investment
for 1Spatial, to provide a platform for
scalable growth as we develop our people
and build out our technology offering. We
are successfully building repeatability
into our solutions and have invested in
Cloud delivery, which will increase our
addressable market significantly in future
years. We have won several new
landmark customers, including high
profile and national level digital
transformation initiatives and signed two
of our largest ever deals. Growth in the
US has been pivotal to this year’s
successes, which alongside our
strengthened partnerships and
substantial customer wins has
significantly expanded our horizons
of opportunity.
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Strategic Report
CEO’s Review
2022 PERFORMANCE
15%Recurring revenue up 15%
37%Revenue growth rate in the US -
fastest regional growth rate at
constant currency
Double-digit
growth in
recurring revenue
year on year
“ Strong financial performance
during the year, particularly
in H2 FY 2022, which has
seen the Group secure its
largest contracts to date.”
Claire
Milverton
CHIEF EXECUTIVE OFFICER
This year has been one of solid
organic growth, fuelled by a
number of landmark wins, including
high profile and national level
contracts in each of our target
markets, as we conclude what has
been a transformative first year
of our three-year growth plan.
We have expanded our product
offering and delivered growth in
revenues, term licence revenue,
ARR (annual recurring revenue)
and adjusted EBITDA as we
successfully transition our business
model. It is encouraging to see
strong performance in all regions,
with growth in the UK and North
America particularly noteworthy.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
We help over 1,000 customers, spanning
key sectors such as government, utilities
and transportation make better business
decisions and move towards a smarter
world, through improved accuracy and
sharing of location data. While this is
already an extensive customer base,
we believe, as leaders in location data
validation and sharing, we are just at
the start of our growth journey.
The demand for up-to-date location
data has never been greater, due to the
acceleration in digital transformation
taking place across all industries.
Location data is a vital element in the
delivery of faster and safer services,
and because it is increasingly being used
as the main point of reference when
connecting multiple systems, it needs
to be accurate and shareable. Our rules
engine, 1Integrate, and cloud portal,
1Data Gateway, are recognised, both by
our customers and a growing number of
influential partners, as powerful tools to
ensure good quality data and trust when
sharing data.
This fast-growing industry need has led
to growth in our customer numbers and
revenues and created a record pipeline
of opportunities as we enter the new
financial year.
Top-line growth and
a return to profits
The success of our strategy and the
growth in our market can be seen in our
strong financial performance during the
year, particularly in H2 FY 2022, which
has seen the Group secure its largest
contracts to date, providing a strong
platform for growth in future years.
I am pleased to report our first operating
profit and profit before tax for over a
decade, representing a significant shift
from an operating loss of £1.2m in the
prior year. We have seen organic growth
in revenues, recurring revenues and
adjusted EBITDA profit levels, whilst at
the same time increasing investment in
the business as part of the three-year
growth plan. Group revenue increased by
10% to £27.0m from £24.6m in FY 2021
with double digit growth in recurring
revenue year on year. The order book of
committed revenue increased by 129%
to £12.5m and term licence ARR
increased by 160% to £4.1m.
US delivering on its
promise
A key success story is the Group’s
expansion across North America, which
presents a major opportunity for the
business going forward.
We have successfully sold and
implemented 1Integrate and 1Data
Gateway in key US States including
California and Michigan. We secured
several landmark contracts in the year,
most notably four new wins with US
States to support delivery of their
Next Generation 9-1-1 Emergency
Services system.
US legislation requires all States to
upgrade their emergency services,
building digital platforms and
incorporating the use of GIS data, to
support 9-1-1 services and ensure a
modern and safe emergency response
system. Key challenges to meeting
these requirements have been the
completeness and accuracy of the GIS
data, the need to integrate other data
from multiple sources such as road
traffic information, and the fact that
location data is constantly changing.
Our Next Generation 9-1-1 solution, now
being implemented in seven US States,
ensures that emergency services are
using validated, integrated and up to
date data and ultimately, that the
teams on the ground are able to
respond to incidents more quickly and
with greater confidence in data quality.
Typical ARR per State for our NG911
solution is initially around US$0.1-0.2m
and we expect total ARR for this solution
across the US to grow to over $1m in
FY23. We are growing our sales team to
support this opportunity in other States.
Following the passing of a $2.2 trillion
reconciliation bill in the US in November
2021, which includes $500 million of
funding to support NG911 deployments,
alongside the digitalisation of 9-1-1
systems across America, we are seeing
significant new opportunities where we
can bring our unique technology and
solutions to help providers achieve
faster response times.
The development of our cloud platform
means we will soon be able to offer a
‘light version’ NG911 SaaS solution
aimed at the hundreds of counties and
cities within each State, considerably
increasing our addressable opportunity.
There is also sizeable opportunity for
growth within each State by launching
additional solutions, including for
Regional revenue
37%
40%
UK/Ireland
Europe
14%
9%
US
Australia
example Highway Performance
Monitoring Systems (HPMS) and Crash
Reporting. We have already seen success
in Michigan where we have doubled the
initial ARR through the upsell of
additional solutions.
This all contributes to a high-margin
medium-term opportunity, based around
our own IP and channels to market, that
can transform the economics of our
US operation. Further out we have the
opportunity for expansion into Canada
and Latin America.
Major contract wins
In the UK, we have continued to deliver
top and bottom line growth through new
multi-year contracts with government
bodies. These include an £8m multi-
year contract in partnership with a
consortium to deliver a significant
digital transformation programme for
a department of the UK Government,
and a £6.5m contract for the UK
Government’s Geospatial Commission
supporting Atkins to deliver the National
Underground Asset Register. These
contracts contribute £1.7m in Annualised
Recurring Revenue.
Successes such as these, and the
considerable size of our sales pipeline,
give us the confidence to continue to
invest in the business, to ensure we have
the right structure to deliver on the
growing opportunity as we move into the
second year of our three-year growth
plan. We have made a number of senior
appointments across the Group to
ready the business for this next phase of
growth, expanded our sales and delivery
teams and invested in the Cloud to
increase our addressable market.
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Strategic Report
CEO’s Review continued
Strategic review
We are building our highly scalable
business on three pillars: Innovation,
Customer Relationships and Smart
Partnerships and I am proud to say
we made considerable progress
against all three throughout the year.
1. Innovation
Innovation lies at the heart of 1Spatial.
We use our patented software to audit
and automatically correct location data,
keeping it accurate and up to date. Our
automated software is able to handle
huge volumes of complex data allowing
our customers not only to ensure
accuracy but also save significant
amounts of time and money, giving them
the ability to solve complex challenges
in the management of their spatial and
non-spatial data.
During the year, we were granted a UK
Patent for Modification and Validation
of Spatial Data, recognising its power
as a tool to ensure good quality data
and facilitate trust when sharing data.
The patent protects the use of 1Spatial’s
Rules Engine technology, which is used
in 1Integrate, further strengthening the
Group’s international patent coverage,
which includes a US patent for
Modification and Validation of
Spatial Data.
The 1Spatial Platform for Location
Master Data Management can be split
into two key areas:
• Data Management Solutions – Managing
data to ensure it is correct, consistent
and compliant
• Business Applications – Utilising trusted
data through business applications to
solve specific business challenges
Data management solutions
Key development initiatives during the
year were to ensure that our solutions
meet the rising demand for integration
with a cloud-enabled world. This also
included improvements to data security
and the ability to make our customer
deployments simpler than ever.
The innovation in both 1Integrate and
1Data Gateway throughout the year have
provided a vehicle for further growth and
accessibility of our solutions and the
development team continue to assess
the products against both the customer
and market needs so that we are always
at the forefront in our market sectors.
1Integrate
1Integrate is our patented no-code rules
engine – this continues to be enhanced
to make it more powerful and more
capable for automated data validation
and processing. During the year
1Integrate was successfully upgraded
to include access to more data types.
This included access to more data store
formats and access to data over the web
such as Esri’s Web Feature Services.
1Integrate is also now packaged with a
Repository Synchronisation Tool making
it simpler for our customer teams to
collaborate; and faster to build, test and
deploy rules across the organisation.
We continued to add further support for
3D data which was used in a pilot project
with a national mapping agency. This
pilot project was focused on automating
the import of geospatial data into a 3D
database, and automatically validating
against the project’s data specification
using 1Integrate 3D. The rules inspect
the building information, finding and
correcting any overlaps, overhangs and
any misalignments. The current and
correct data was then loaded into the
central databank, where the data was
made available to the national mapping
agency stakeholders.
1Data Gateway
1Data Gateway is our self-service web
portal for spatial data validation,
processing and analytics. During the year
we have made several upgrades including
enhancements to our APIs, which allow
systems to talk to each other, so our
customers can analyse the results from
1Data Gateway with their own BI tools
such as Esri ArcGIS Dashboard.
Business applications
We provide two types of business
applications to meet our customers’
needs. Applications can either plug
directly into the 1Spatial Platform or
alternatively, can plug into the 1Spatial
Platform whilst also utilising the benefits
of Esri technology.
Applications plugged directly into the
1Spatial Platform
This year we focused on the development
of two types of applications on the
1Spatial Platform. These are Validation
Applications and specific Business
Applications.
• Validation Applications
These applications validate data to a
predefined set of rules and provide
back a report of the errors. The first
of these applications are NG911 and
HPMS which are being sold in the US.
We also have identified a number of
other similar solutions across our
territories which will be brought to
market in FY23. We are also looking to
deploy a number of these solutions to
the 1Spatial cloud in FY23 so they can
be offered as Validation as a Service
(“VaaS”) solutions.
• Specific Business Applications
This year, we also focused on building
targeted solutions on the platform, such
as 1Streetworks (previously known as
Traffic Management Plan Automation
(“TMPA”)), which is currently being
tested with selected customers.
Both the Validation Applications (VaaS)
and specific Business Applications such
as 1Streetworks should provide the
Group with potential exciting new “go to
market” models, lowering the price point
for new customers onto the Platform
planned in the second half of FY23.
• Launch of 1Spatial cloud platform
We have now finalised the majority of
the development on the 1Spatial cloud
platform which will allow us to sell
the Cloud solutions noted above. The
multi-tenancy SaaS platform will be
more cost effective for 1Spatial as we
will be managing fewer deployments
and the elastic nature of the platform
architecture is more cost efficient.
Applications using the benefits of
Esri technology
During the year we have continued to
invest in the business applications built
on Esri technology. These include
ArcOpole Pro, the application to help
local authorities manage assets and
urban planning, and 1Water to manage
Water Networks. In addition, we have
also developed 1Telecomms this year
which will address the telecoms sector.
These business applications provide
solutions to targeted needs that are
not fulfilled by the Esri Platform.
2. Customer relationships
We continued to strengthen our
relationships with existing customers
throughout the year and secured new
customer wins across all territories.
Our aim is to be our customers’ strategic
partner and advisor in LMDM. We
typically expand our customer
relationships over time, as we identify
additional areas where our software and
expertise can support our customers.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Case study:
Improving response times in
Emergency Services
Next Generation 9-1-1 Emergency Services Solution
“ The only way we are going
to achieve our goals is
through automated rules-
based compliance, and the
1Spatial Tools are just an
amazing asset.”
Susan Miller
State Geospatial Information Officer,
US State of Georgia
“ We could not have
accomplished this without
the support of 1Spatial.”
Sandi Stroud
9-1-1 Program Manager,
US State of Minnesota
Typical contract value: US$0.2m - 0.5m
Typical duration: 1 to 3 years
Typical ARR: US$0.1m - 0.2m
• In the US, the Next Generation 9-1-1
Act requires that 911 centres upgrade
to an IP-based 911 system.
• In the future, GIS data will be used to
improve the accuracy of location
information, enabling emergency
services calls to be routed to the
relevant dispatch centre faster.
• A lack of coordination between
jurisdictions and data quality concerns
require an effective solution to ensure
data will be routed to the right public
sector access points (PSAPs).
• 1Spatial’s NG 9-1-1 validation solution
instantly checks and proves the
completeness and quality of NG 9-1-1
datasets before being delivered to the
State or County.
• Our automated data validation process
ensures that the data will be accepted,
reducing unnecessary rework, and
providing assurance to data owners.
• The solution combines our powerful
rules engine and data aggregator
1Integrate with our 1Data Gateway
portal to support emergency services
in their data readiness needs.
• Users can identify where the data
requires adjustment, and pinpoint
problems and errors that can be
rectified quickly.
• The cloud-based solution can be
deployed within a few months from
contract inception, bringing benefits
to customers much faster than other
solutions on the market.
• To date, we have deployed our solution
in 7 different States, including the
states of Georgia, Arizona, Minnesota,
Michigan and Montana, as well as
Los Angeles County.
• The platform can also be used to
address broader data challenges
related to transportation, utilities,
planning, etc.
• We are now building on the successes
of our NG 9-1-1 solution to develop a
Validation and Correction as a Service
application that will expand our reach
across the United States, reaching
thousands of counties and cities that
are required to adopt NG 911.
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CEO’s Review continued
The success of our customer focus,
combined with ongoing transition to term
licensing, can be seen in the 26% growth
in Annualised Recurring Revenue driven
both by new customer wins and the
expansion of existing customer accounts.
Land & expand
The Group delivered new customer wins,
including multi-year licence contracts in
the year across all regions, with the USA
performing particularly well.
New customer wins include:
• National Underground Asset Register
(NUAR) – Supporting the Government
to build back better, greener and
levelling up the North – £6.5 million
(1.5m licence over 3 years).
• Department of the UK Government
– Multi-year digital transformation
programme – £8.0 million (£6.0m
licence over 5 years).
• HM Land Registry – Single digital
register across England and Wales –
£0.5 million (£0.4m licence over
3 years).
• Four new contracts for NG 9-1-1
solutions in the US, with the States
of Montana, Georgia, Minnesota and
Arizona, demonstrating 1Spatial’s
unique technology and the replicability
of this solution. Each with ARR of
average US$0.15 million plus services
of US$0.1 million.
• Our first term licence in France, with
VINCI Highways, to supply 1Telecomms,
a 1Spatial app built on the Esri platform.
Customer expansion contracts in the
period included:
• Department of Environment, Food and
Rural Affairs (DEFRA) to support the
Land Management System, operated
by DEFRA’s Rural Payments Agency
(RPA), in partnership with Version 1 –
£1.2 million over 5 years).
• Another contract win with DEFRA
and RPA to support its field collection
system – £0.5 million (£0.4m licence
over 2 years).
• Multi-year framework agreement with
Land and Property Services in
Northern Ireland in partnership with
Version 1, to support the Department
of Finance’s ongoing programme of
Digital Transformation.
• Managed service for a major utility
organisation in France in support of the
deployment of 1Water – €0.3 million.
• Additional services and licences for
Google Real Estate and Workplace
Services – US$0.9 million
(US$0.3m licence).
• In France, 29 existing customers
have completed or commenced
migration from the Group’s legacy
Elyx platform, to Esri-supported
solutions, including 1Water.
3. Smart partnerships
We believe partnerships will play an
important role in providing us with the
reach to capitalise on the opportunity
ahead. We have secured many of our
largest contracts via our partners this year.
In order to accelerate this new business
channel, we hired a new Head of Global
Partners during the year. Key focus
areas in the year have been to identify
and extend our relationships with large
global corporates where location data
management forms part of a larger
customer bid and also to extend our
technology partnership with Esri.
Large global corporates
We are increasingly being selected as
the data integrity provider within a
consortium, cleansing the data before
passing it back through wider systems.
The depth of our data domain expertise
and the enterprise grade of our software
mean we are one of the few technology
partners able to work on the scale that
our partners need.
New partners we have won and
commenced work with this year include
Atkins, QinetiQ and Landmark. We also
strengthened our longstanding
partnership with both Version1 and
Ordnance Survey.
Technology partnership – Esri
Our long-term partnership with Esri is a
key differentiator for us in many markets
and provides a major opportunity as we
build our own IP solutions. Esri is the
global market leader in GIS with a
network of over 2700 partners around
the world. We were pleased to receive
the prestigious “Web GIS Transformation
Award’ award at the global 2021 Esri
Partner Conference. This award builds on
the close collaboration between 1Spatial
and Esri, with 1Spatial having received
Esri Utility Network Management
Specialty designation, recognising
1Spatial’s knowledge and expertise within
utilities and the implementation of Water
Solutions. Last year 1Spatial announced
the collaboration with Esri UK and
Northern Gas Networks to lead the UK’s
first ArcGIS Utility Network Migration.
We continue to build 1Spatial business
applications on the Esri platform and
during FY23 we are looking to
internationalise a number of these.
Corporate activity
We will continue to identify potential
strategic and bolt-on acquisitions to
complement our organic growth.
People
The success of our business is a tribute
to our employees’ commitment and
knowledge. We are passionate about
looking after our staff to ensure each
individual can realise their potential.
We continue to invest in our people,
providing them with the tools and
training to support and allow them to
realise this, with clear alignment to our
Group strategy. During the year, following
employee consultation, we launched our
new 1Spatial values which we believe
reflect the ethos of the company. These
values are: We Respect, We Innovate,
We Collaborate, We Trust and We Care.
We have added new people to the senior
team to enable us to capitalise on the
significant growth opportunities in the
market. This includes a Global Chief
Commercial Officer, Global Head of
Marketing and Global Head of Partners.
We have also bolstered the development
teams with new product owners and
technical leads to ensure that we can
align with our strategy to increase
technology sales of both our core
data management solutions as well
as our business applications.
Communication with our staff and
maintaining wellbeing is crucial
especially in the current macroeconomic
environment. We actively promote the
importance of mental health and, as part
of our commitment to their well-being,
we rolled out initiatives such as
well-being months, mental health
awareness training, mental health first
aiders and internal events and initiatives
to encourage staff to take time out from
their working day.
We are always looking at ways to ensure
equality and diversity across our
company and create an inclusive,
welcoming working environment for
everyone. Over the past year, we have
created global initiatives to celebrate:
International Women’s Day, World Food
Day, Diwali, Thanksgiving, Mental Health
Awareness Week, Earth Day and Health
and Happiness month.
The teams continue to show ingenuity
and commitment day-to-day, for which
the Board and I thank them
wholeheartedly. Whilst we are much
better connected across all geographies
as a result of the pandemic requiring
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Corporate Governance
Financial Statements
colleagues to connect online, we were
delighted to hold our first face-to-face
Group sales meeting since the start of
the pandemic in Cambridgeshire in
February 2022 with all regional
managers and sales teams joining. The
event was a huge success, setting us up
for a successful FY23.
Strategic priorities
for the year ahead
Our focus will remain on the three pillars
of our growth strategy. We are now well
positioned to capitalise on the
opportunity in front of us, particularly
with a focus on growth in North America,
where we will invest in the expansion of
our sales and marketing resources.
The expansion of the 1Spatial Cloud
platform will be a key strategic focus for
the Group as the platform will enable us
to increase our addressable market and
existing customer demand for web-based
access to our solutions. We anticipate
that this, alongside new Validation as a
Service (VaaS) solutions and SaaS based
solutions such as 1Streetworks/TMPA,
will be transformational for the Group
in future years.
We will continue to invest in the business
and its people to support our expanded
customer base, while maintaining our
focus on the financial goals of increased
revenue growth, underpinned by growing
annual recurring revenue and continue
our trajectory of increased profitability
at adjusted EBITDA level and higher
cash generation over the long-term.
Current trading
and outlook
It is extremely encouraging to see such
positive early indicators of the success
of our strategic growth plan. We have
exited the year with increased levels
of recurring revenues, an expanded
customer base and a partner network
stronger than we have ever had – all of
which provide us with a valuable base
on which to expand in the year ahead.
Location data underpins decision-
making in every state, country and
government entity and commercial
businesses today across the globe. With
the validation and sharing of location
data sitting at the heart of many areas
of digital transformation, we are seeing
a growing number of opportunities
entering our sales pipeline across all
our regions and markets.
This healthy sales pipeline and increased
levels of recurring revenue provide the
Board with confidence that the Group’s
progress over the last year is set to
continue in the coming year and beyond.
Trading in the new financial year has
begun positively and is in line with Board
expectations, with several new contracts
secured and growth in the sales pipeline.
While cognisant of inflationary cost
pressures, the Board remains confident
in delivering results for FY 2023 in line
with current expectations.
We believe the investments we are
making in our people and technology put
us in the right place to capitalise on this
supportive market backdrop, and we are
confident in our ambition and ability to
deliver on our key priorities.
Claire Milverton
CHIEF EXECUTIVE OFFICER
26 April 2022
Case study:
National Underground
Asset Register
Project (NUAR)
Supporting a safer and more
sustainable infrastructure
Contract value: £6.5 million
Duration: 3 years
Total recurring revenue: £1.5 million
(ARR: £0.5 million for three years)
• The NUAR project will improve the
• 1Spatial joined the project by
partnering with Atkins.
• 1Spatial will lead the data transformation
and data ingestion workstream.
• More than 650 asset owners will share
and upload their data via the online
portal 1Data Gateway.
• 1Integrate will be used to transform the
data from their source representation
to a target NUAR data model.
efficiency and safety of underground
works by creating a digital map of
underground pipes and cables.
• The project, when complete, will
revolutionise the way the UK
installs, maintains, and repairs its
buried infrastructure.
• The UK does not currently have a single
platform that allows consistent access
to data related to underground assets.
• This data is currently held in many
different locations and varies
significantly in quality and format.
• The UK Geospatial Commission
appointed design, engineering and
project management consultancy
Atkins to deliver the build phase of
NUAR, supported by UK mapping
agency Ordnance Survey.
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Strategic Framework
Our strategic pillars
Underpinned
by our people
As we complete the first
year of our three-year
strategic plan, we are
continuing to build a
highly scalable business
based on our three
strategic pillars.
At the heart of these is
our 1Team – a world class,
dedicated, passionate
and driven team of
people who embody our
brand values. Their ability
to continually innovate
while delivering the
highest levels of
customer satisfaction
means that our strategic
growth pillars are built on
secure foundations.
Innovation
Innovation is the cornerstone of everything we do at 1Spatial.
We have been at the forefront of providing software to manage
location data for over 30 years. We help organisations build
strong location data infrastructures leading to better business
decisions using our automated, rules-based approach to validate,
integrate, enhance and transform data.
Objectives
• Data Management Solutions – 1Integrate: We will enhance our core 1Integrate
rules engine, using new technologies to improve our competitive positioning
through increased data management.
• Business Applications: We will develop and bring to market powerful
business applications designed to meet our customer needs. We will focus
our efforts on the sectors in which we have extensive expertise and proven
competitive advantage.
• Cloud platform: We will deliver our business applications quickly and efficiently.
We will develop a scalable, multi-tenant cloud platform, which provides
customers access to configured versions of our business applications.
Progress
• 1Integrate was successfully upgraded to include more data types and data
store formats.
• We were granted a UK patent for Modification and Validation of Spatial Data
for our rules engine technology which is used in 1Integrate (we have already
secured the US patent).
• 1Integrate has also been improved to make it simpler for our customers to
collaborate; and faster to build, test and deploy rules.
• We added further support to 1Integrate for 3D data which was used for a pilot
for a national mapping agency.
• We released our next-generation GIS solution for water and wastewater
network management 1Water, as well our as 1Telecomms solution, which are
both built on the Esri ArcGIS platform.
• We also added further enhancements to 1Data Gateway, including enabling
our customers to use their own BI tools to analyse the results.
• We have developed validation applications to support Next Generation 911
and Highways Performance Management System projects.
• We will continue to invest in developing new applications, as well as bringing
our applications to the Cloud as Validation as a Service offerings.
• We have finalised the majority of development for the 1Spatial multi-tenancy
cloud platform, resulting in greater cost-effectiveness and efficiencies.
We are growing our customer base and
strengthening customer relationships.
We draw on smart partnerships to extend our
market reach, providing additional scale to
our capabilities.
We aim to be our customers’ strategic
partner and trusted advisor in Location
Master Data Management in specific industries
across the geospatial ecosystem, adding value
We regularly partner with leading organisations
and geographies.
to digital transformation projects - and
delivering better outcomes for customers.
• We will leverage our customer relationships to identify
• We will partner with major technology consultancies and
business problems and develop business applications to
solve them.
• We will be first to market with innovative solutions for
wide-ranging business problems in our target markets.
• We will use our sector-specific business applications to
secure new customers and expand our engagements
through the cross-sell of additional solutions, 1Integrate
and business applications.
GIS providers in complex customer programmes. Our
powerful rules engine, 1Integrate, will provide the data
cleansing and automation, allowing the software
components of the programmes to communicate with
each other.
• We will collaborate with software platform providers such
as Esri Inc. We will enhance the value of their technology
in their platforms through the development of pre-built
business applications.
• We will partner with other organisations to enter
adjacent industry verticals where our location data
expertise can complement their domain expertise.
• The success of our customer focus, combined with
• We hired a new Head of Global Partners into the
ongoing transition to term licencing, can be seen in the
business during the year to support our partnership
25% growth in Annual Recurring Revenue (ARR)* driven
expansion strategy.
both by new customer wins and expansion of existing
customer accounts.
• We have secured three new significant partners –
Atkins, Landmark and QinetiQ, while strengthening
• New contract wins in four key US states for our Next
our long-standing partnerships with Ordnance Survey,
Generation 9-1-1 solution support our expansion strategy
Esri and Version 1.
in the USA and demonstrates the market appetite for our
repeatable NG-9-1-1 solution.
• A key contract win with Energy Networks Association
(ENA) and Ordnance Survey (OS) to build a digital map of
the UK’s energy system to support Net Zero plans.
• Two contract wins with the Department for Environment,
Food and Rural Affairs and the Rural Payments Agency to
support its land management system.
• We are actively engaged with a number of other global
leading organisations.
• We were awarded the prestigious “Web GIS Transformation
Award” at the global 2021 Esri Partner Conference.
• This award builds on the close collaboration between
1Spatial and Esri, with 1Spatial having received Esri
Utility Network Management Specialty designation,
recognising 1Spatial’s knowledge and expertise within
• A multi-year contract win with VINCI Highways in France,
utilities and the implementation of Water Solutions.
to supply 1Telecomms, built on the Esri platform.
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Customer
relationships
Smart
partnerships
We are growing our customer base and
strengthening customer relationships.
We aim to be our customers’ strategic
partner and trusted advisor in Location
Master Data Management in specific industries
and geographies.
We draw on smart partnerships to extend our
market reach, providing additional scale to
our capabilities.
We regularly partner with leading organisations
across the geospatial ecosystem, adding value
to digital transformation projects - and
delivering better outcomes for customers.
• We will leverage our customer relationships to identify
business problems and develop business applications to
solve them.
• We will be first to market with innovative solutions for
wide-ranging business problems in our target markets.
• We will use our sector-specific business applications to
secure new customers and expand our engagements
through the cross-sell of additional solutions, 1Integrate
and business applications.
• We will partner with major technology consultancies and
GIS providers in complex customer programmes. Our
powerful rules engine, 1Integrate, will provide the data
cleansing and automation, allowing the software
components of the programmes to communicate with
each other.
• We will collaborate with software platform providers such
as Esri Inc. We will enhance the value of their technology
in their platforms through the development of pre-built
business applications.
• We will partner with other organisations to enter
adjacent industry verticals where our location data
expertise can complement their domain expertise.
• 1Integrate was successfully upgraded to include more data types and data
• The success of our customer focus, combined with
• We hired a new Head of Global Partners into the
ongoing transition to term licencing, can be seen in the
25% growth in Annual Recurring Revenue (ARR)* driven
both by new customer wins and expansion of existing
customer accounts.
• New contract wins in four key US states for our Next
Generation 9-1-1 solution support our expansion strategy
in the USA and demonstrates the market appetite for our
repeatable NG-9-1-1 solution.
• A key contract win with Energy Networks Association
(ENA) and Ordnance Survey (OS) to build a digital map of
the UK’s energy system to support Net Zero plans.
• Two contract wins with the Department for Environment,
Food and Rural Affairs and the Rural Payments Agency to
support its land management system.
• A multi-year contract win with VINCI Highways in France,
to supply 1Telecomms, built on the Esri platform.
business during the year to support our partnership
expansion strategy.
• We have secured three new significant partners –
Atkins, Landmark and QinetiQ, while strengthening
our long-standing partnerships with Ordnance Survey,
Esri and Version 1.
• We are actively engaged with a number of other global
leading organisations.
• We were awarded the prestigious “Web GIS Transformation
Award” at the global 2021 Esri Partner Conference.
• This award builds on the close collaboration between
1Spatial and Esri, with 1Spatial having received Esri
Utility Network Management Specialty designation,
recognising 1Spatial’s knowledge and expertise within
utilities and the implementation of Water Solutions.
Innovation is the cornerstone of everything we do at 1Spatial.
We have been at the forefront of providing software to manage
location data for over 30 years. We help organisations build
strong location data infrastructures leading to better business
decisions using our automated, rules-based approach to validate,
integrate, enhance and transform data.
Objectives
• Data Management Solutions – 1Integrate: We will enhance our core 1Integrate
rules engine, using new technologies to improve our competitive positioning
through increased data management.
• Business Applications: We will develop and bring to market powerful
business applications designed to meet our customer needs. We will focus
our efforts on the sectors in which we have extensive expertise and proven
competitive advantage.
• Cloud platform: We will deliver our business applications quickly and efficiently.
We will develop a scalable, multi-tenant cloud platform, which provides
customers access to configured versions of our business applications.
Progress
store formats.
• We were granted a UK patent for Modification and Validation of Spatial Data
for our rules engine technology which is used in 1Integrate (we have already
secured the US patent).
• 1Integrate has also been improved to make it simpler for our customers to
collaborate; and faster to build, test and deploy rules.
• We added further support to 1Integrate for 3D data which was used for a pilot
for a national mapping agency.
• We released our next-generation GIS solution for water and wastewater
network management 1Water, as well our as 1Telecomms solution, which are
both built on the Esri ArcGIS platform.
• We also added further enhancements to 1Data Gateway, including enabling
our customers to use their own BI tools to analyse the results.
• We have developed validation applications to support Next Generation 911
and Highways Performance Management System projects.
• We will continue to invest in developing new applications, as well as bringing
our applications to the Cloud as Validation as a Service offerings.
• We have finalised the majority of development for the 1Spatial multi-tenancy
cloud platform, resulting in greater cost-effectiveness and efficiencies.
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Strategic Report
Strategy in Action
Unlocking the value
of location data
Case study:
Optimising telecoms
network asset
management
VINCI Highways
Contract value: €0.3 million
Duration: 5 years
Total recurring revenue: €0.2 million
Case study:
Creating efficiencies
in land and property
services
Department of Finance
(Northern Ireland)
Contract value: Framework agreement
Duration: 3 years, with 2 optional
extension periods of
2 years each
• Viaveïs is a subsidiary of VINCI
Autoroutes, France’s leading
motorway concession holder,
responsible for managing VINCI’s
telecommunications infrastructure.
• Viaveïs has selected 1Spatial to help
it improve the management of VINCI’s
telecommunications assets, which
include fibre optic networks as well
as equipment and toll stations.
• 1Spatial will deploy its new
telecommunications asset management
product, 1Telecomms for the project.
• The software will allow Viaveïs to
have better visibility over its network,
improve the management of its
assets and deliver enhanced
telecommunications services.
• The insights gained from the software
will also guide decision-making
(for instance where to deploy future
services), activity monitoring (such as
the number of faults and clients)
and the management of contracts.
• The project will deliver greater insights
into the future potential of the VINCI
telecommunications networks, and
help to drive new service offerings.
• 1Spatial will support Viaveïs with
project management, change
management, and the management
of the new system.
• The contract includes the delivery
and implementation of the 1Telecomms
software and the integration of all
the data that Viaveïs has managed
in the past, such as the geolocation
of the fibre optic networks.
• The Department of Finance
(Northern Ireland), has embarked on
a digital transformation programme
(“NOVA”) to create a more customer-
focused, integrated, agile and
efficient organisation.
• The multi-year framework agreement
by Land and Property Services (LPS)
will deliver digitally-integrated solutions,
systems and outcomes to enable LPS
to meet its strategic goals.
• Data will underpin the operational
foundation of a new range of land and
property services, enabling connections
between multiple government
departments including property, taxation,
agriculture, housing and policing.
• The project will enable LPS to use
accurate and reliable data about land
and property to support public
services and economic development
in Northern Ireland.
• The bid was won in conjunction with
a consortium led by Version 1.
• 1Spatial is the exclusive spatial consultant
for the NOVA Programme Integration
Partner contract, a three-year
framework agreement.
• 1Spatial will guide the validation
and integration of spatial data usage
and technologies throughout the
LPS enterprise.
• The framework agreement is for an initial
three-year period, with two optional
extension periods of two years each.
• As it is a framework agreement, there
is no contractually committed value,
however 1Spatial is committed to deliver
services as the need arises for the
following 3-5 years.
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Case study:
Supporting the
development of
smart cities
Danish Agency for Data
Supply and Efficiency (SDFE)
Contract value: Pilot project
Duration: Ongoing
Case study:
Delivering improved
public sector
efficiencies
UK Government digital
transformation project
Contract value: £8.0 million
Duration: 5 years
Total recurring revenue: £6.0 million
(ARR: £1.2 million for five years)
• The Danish Agency for Data Supply
• The project aims to validate that
and Efficiency (SDFE) is a government
agency responsible for cross-
governmental data infrastructure.
the proposed automated workflow
for producing a 3D city model and
data quality specification is viable.
• SDFE aims is to provide a coherent
data foundation and infrastructure
for building a digital society.
• The data will be made available to all
government departments and used to
help solve important challenges such
as combatting climate change, disaster
mitigation, emergency response and
tax calculations.
• 1Spatial are working closely with SDFE
on a pilot project, together with the
municipality of Aarhus – the second
largest city in Denmark.
• The pilot project is focused on
automating the import of geospatial
data into a 3D database, and
automatically validating the data using
1Spatial’s rules engine, 1Integrate 3D.
• 1Integrate supports full 3D data in
its data stores, rules and actions.
• The pilot aims to create a process
that could be scaled and used across
multiple municipalities.
• 1Spatial was awarded a major multi-
• Both the software configuration and
year contract by a leading UK
Government department, following
a competitive tender, in partnership
with a consortium, to deliver a
significant multi-year digital
transformation project.
• Due to confidentiality, we are not able
to provide specific project details.
• The 5-year contract is expected to
have a significant weighting towards
recurring revenue.
• The contract comprises recurring
software licences (around £1.2 million
ARR value, expected to commence in
early 2023) and software configuration
and integration services worth £8.0
million in aggregate over five years, of
which £2.1m is expected to be delivered
over the next two financial years.
integration services and the first three
years of software licences within the
contract are contractually committed.
• The contract win underlines the quality
of 1Spatial’s world-class technology
and geospatial expertise, and the
ability of the business to scale through
the sale of repeatable business
applications and software solutions.
• The structure and scale of this
contract is transformational for
1Spatial from a recurring revenue
perspective and aligns completely
with our growth strategy to focus
on repeatable software solutions.
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Strategic Report
Environmental, Social & Governance
ESG – Our future
At 1Spatial, supporting the
environment, our people and our
planet are fundamental to what
drives us as a business. Our purpose
of making the world safer, smarter
and more sustainable underpins
everything that we do.
Smarter data,
smarter future
Materiality
assessment
The process
Environmental, Social and Governance
(ESG) considerations are an important
part of our sustainable growth strategy
and commitment to Net Zero. These
considerations are already reflected in
the policies and principles that govern
our business.
We are developing an ESG strategy
that will set out our target outcomes
and the actions we expect to take to
deliver these. We believe ESG should
be incorporated into our culture and
decision-making at all levels, and aim
to continuously measure, benchmark,
monitor and report on our activities
to the management team and Board.
We have actively engaged with our
stakeholders in the first phase of our
ESG strategy development process.
Their input will help us map and prioritise
areas that are of high importance. These
material issues will inform our strategic
objectives and help us to track and
report on our overall performance.
We consulted with the
following stakeholder groups:
1. Customers
2. Employees
3. Board members and
senior management
4. Shareholders
5. Partners
6. Suppliers
Firstly we conducted a preliminary
desktop review, including a peer analysis,
an assessment of our current practices,
processes and policies, an industry
benchmarking exercise and a customer
requirements analysis to map the
significant ESG issues in our industry.
Through this process we identified
an initial list of 13 issues that are of
high importance and relevance to our
industry and business – listed below,
in no particular order of importance:
• Leadership and business ethics
• Employee experience
• Supply chain management
• Material use and waste
• Compliance and regulation
• Diversity, equality and inclusion
• Energy and climate impact
• Data privacy and security
• Environmental stewardship
• Health and safety
• Nurturing and developing talent
• Digital capabilities
• Community impact
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The next step will be the prioritisation of
a core set of issues that will guide the
development of our ESG strategy, with
associated goals and targets that will be
communicated to our stakeholders.
“ Our commitment to ESG
means we are working
towards finding ways to
improve our environmental,
social and governance
activities. The work we are
undertaking to establish an
ESG framework, tied to
performance targets, will
embed our purpose of
creating a safer, smarter and
more sustainable world.”
Claire Milverton
CHIEF EXECUTIVE OFFICER
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Environmental, Social & Governance continued
Strategic Report
Current
ESG
initiatives
The natural world is an inspiration for the whole
1Spatial team. We know that together, we can make
our world better. We are committed to finding ways
of reducing our impact on the environment,
our people, our community and our planet.
Some of the initiatives we have undertaken in
the past year in our global offices include:
Environmental
• We have electric car charging points in some of our
office car parks and will be considering hybrid vehicles
as lease car renewals come up.
• We have hosted several eco responsibility webinars
and games.
• Our Paris (France) and Vienna (US) offices are energy
efficient “green” buildings.
• We have recycling initiatives across our offices including
recycling our computer equipment.
• We actively source and choose recycled stationery and
other office supplies wherever possible.
• Our website is climate neutral, with a fully traceable
scheme that offsets carbon emissions through a project
in the DR Congo.
• Donations to various charities including MapAction,
the Woodland Trust and Earth Day.
• We are certified to ISO 14001:2015 (UK).
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Social
Governance
• Donations to charities including the Disaster Emergency
• Certified to Cyber Essentials Plus (UK).
• We are working towards ISO 27001:2013 certification (UK).
• ISO 9001:2015 certified (US/ UK).
• Adherence to the Code for Corporate Governance for Small
and Mid-Sized Quoted Companies (QCA).
• We have an established governance committee to support
our various ESG objectives.
Committee in support of the Ukraine crisis, the Cambridge
Rape Crisis Centre and other local charities.
• Mental health, wellbeing and stress “busting” workshops
and activities.
• Various ‘Get Active’ challenges.
• We promote equality and diversity in the workplace and
support International Women’s Day.
• Ongoing celebrations for International Women’s Day,
Mental Health Awareness Week, Earth Day, Health
and Happiness Month, World Food Day, Thanksgiving,
Diwali and more.
• Flexible working for staff, including enhanced maternity
and paternity leave.
• Menopause support for women.
• We have established social and community committees
to facilitate various activities and events.
Streamlined Energy and
Carbon Reporting (SECR)
We are committed to urgent and sustained action
to address the climate challenges we all face and
believe that business success should not come at
a cost to the environment.
We have now embarked on an exercise to measure
and report on our UK office’s energy consumption
and carbon emissions with a view to identify
opportunities for reduction.
The next phase in this project will be to expand
the reporting scope to our global offices.
The results of our combined reduction initiatives
will be published annually along with our financial
results for FY 2023.
TO VIEW THE FULL REPORT SEE PAGE 56
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CFO’s Review
2022 PERFORMANCE
167%
Term licence revenue increased in
the year by 167% from £1.1m in 2021
to £2.9m in 2022
13%Group revenue increased by 13%
at constant currency
Solid financial
performance,
growing revenues,
recurring revenues
and adjusted EBITDA
profit levels.
“ The Group has reported its
first operating profit and profit
before tax in over a decade.”
Andrew
Fabian
CHIEF FINANCIAL OFFICER
Summary
The Group delivered a solid financial
performance in the year, growing
revenues, recurring revenues and adjusted
EBITDA* profit levels, whilst increasing
investment in the business as part of the
three-year growth plan. The Group has
also reported its first operating profit
and profit before tax for over a decade,
representing a significant shift from an
operating loss of £1.2m in the prior year.
Revenue
Group revenue increased by 10%
(13% at constant currency) to £27.0m
from £24.6m in FY 2021.
Recurring revenue
The business strategy is to grow revenue
from repeatable business solutions on
long-term contracts, including transitioning
towards selling only recurring term
licences, rather than one-off perpetual
licences, aiming to increase the proportion
of revenue from recurring term licences
compared to services. As a result, the
business achieved a growth in revenue of
13% (excluding the impact of the reduction
in perpetual licence revenue), and recurring
revenue, as a percentage of total revenue,
increased to 45% (FY 2021: 43%). Revenue
by type is shown on the next page:
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Annualised Recurring Revenue
2022
2021
£13.4m
£10.7m
26%
Profit/(loss) before tax
2022
2021
£0.2m
(£1.4m)
Transition from loss to profit before tax
FY 2022
£m
FY 2021
£m
% change
12.18
12.36
24.54
2.49
27.03
45%
10.60
11.10
21.70
2.90
24.60
43%
15%
11%
13%
(14%)
10%
Revenue by type
Recurring revenue **
Services
Revenue (excluding perpetual licences)
Perpetual licences
Total revenue
Percentage of recurring revenue
*
Adjusted EBITDA is a company-specific measure, which is calculated as an operating profit/(loss) before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based payment charge and strategic, integration, and other non-recurring items
**
Recurring revenue comprises term licences and support and maintenance revenue
ARR
The Annualised Recurring Revenue (“ARR”) (annualised value at the year-end of committed recurring contracts for licences and
support and maintenance) increased in the year by 26% (at constant currency) from £10.7m to £13.4m as at 31 January 2022. The
growth rates varied by region as shown in the table below and in the regional revenue analysis with the UK/Ireland region growing
at the fastest rate of 55%, boosted by the large strategic contract wins in H2 FY 2022. The Group increased term licence ARR by
160% to £4.1m (FY 2021: £1.6m). While some of this contracted revenue relates to future years beyond FY 2023, it forms a strong
platform for recurring revenue for the business. The overall renewal rate improved to 93% (FY 2021: 90%).
ARR by region
UK/Ireland
Europe
US
Australia
Total ARR
Committed revenue
FY 2022
£m
5.93
4.79
1.40
1.32
13.44
FY 2021
£m
3.82
4.71
1.14
1.01
10.68
% growth
55%
2%
23%
31%
26%
The level of committed revenue (revenue for future services, licences and support contracts contracted at the balance sheet date)
increased significantly in the year from the business focus of extending the commitment periods and duration of contracts, as well
as signing some higher value service contracts. The level of committed project services revenue increased by 129% (at constant
currency) from £5.5m to £12.5m.
The strong pipeline of prospects, coupled with the increased ARR and committed revenue, means that the Group starts the current
financial year with a higher proportion of current year revenue already committed at the start of the year and a strong likelihood of
achieving further progress on its three year plan revenue growth targets. With the business focus on developing, marketing and
selling repeatable software solutions under a SaaS model, there is an increased level of revenue visibility, which allows the Board
to plan future investment with confidence.
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CFO’s Review continued
Regional revenue
Revenue growth by region is shown in the table below:
Regional revenue
UK/Ireland
Europe
US
Australia
Total ARR
FY 2022
£m
9.93
10.88
3.72
2.50
27.03
FY 2021
£m
8.44
11.15
2.91
2.10
24.60
% change
% change
(constant fx)
18%
(2%)
28%
19%
10%
18%
2%
37%
19%
13%
Revenue (at constant currency) grew organically in all regions. Revenue in the US, which now represents 14% of Group revenue
(FY 2021: 12%), had the highest growth rate at 28% (37% at constant currency). It was also pleasing to see strong growth in the
Australian region of 19%. The UK/Ireland region returned to growth with double-digit growth of 18%. Revenue in the European
business grew organically by 2% at constant currency, having been impacted by the reduction in one-off legacy Elyx licences sold
in FY 2021 as the business evolves towards more term licences.
Gross profit margin
The gross margin reduced to 52% compared to 53%, impacted partly by the Board’s decision to increase sales and delivery
capacity in order to aim to secure higher value contracts, and increased spending on R&D, which is included within the cost of sales.
Furthermore, the prior year benefitted (within the cost of sales) from grants given by overseas governments (£0.3m) as part of
business Covid-19 support schemes. On a like-for-like basis, (i.e. excluding the impact of this benefit), the gross margin was at a
similar level to the prior year (52%). Going forward, the management team are focused on driving improvements to gross margin
through revenue growth of higher margin term licences.
Adjusted EBITDA*
The adjusted EBITDA* increased by 15% to £4.2m from £3.6m in the prior year resulting in a higher EBITDA margin of 15.5%
(FY 2021: 14.8%). Cost management remains an important focus and expenses are constantly reviewed to ensure the level is
appropriate for the structure of the business during this growth phase.
Operating profit/(loss) and profit/(loss) before tax
The Group achieved an operating profit of £0.4m and profit before tax of £0.2m, representing a significant shift from an operating
loss of £1.2m and loss before tax of £1.4m for the prior year.
Taxation
The net tax charge for the period was £43k (FY 2021: credit £0.3m).
Balance sheet
The Group’s net assets increased to £15.1m at 31 January 2022 (2021: £14.7m), mainly due to the overall profit after tax offset
by currency losses in reserves.
Trade and other receivables increased in the year to £12.3m (FY 2021: £10.9m), mainly due to increased accrued income at year
end following contract wins in Q4. Trade and other payables were at a similar level to the prior year at £13.3m (2021: £13.4m).
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Cash flow
Operating cash inflow (before strategic, integration and other non-recurring items) reduced to £2.8m (2021: £4.2m) primarily due
to the working capital requirements on larger contracts signed in H2. As part of the three-year growth plan, the Group invested free
cash flow in expanding the sales and delivery team and cloud technology and this impacted the operating cash flow and free cash
flow as shown below.
Operating cash flow
Cash generated from operations
Add back: Cash flow on strategic, integration and other non-recurring items
Cash generated from operations before strategic, integration and other non-recurring items
Free cash flow
Cash generated from operations before strategic, integration and other non-recurring items
Net interest paid
Net tax received
Expenditure on product development and intellectual property capitalised
Purchase of property, plant and equipment
Lease payments
Free cash flow before strategic, integration and other non-recurring items
Cash flow on strategic, integration and other non-recurring items
Free cash flow *
FY 2022
£’000
2,497
294
2,791
FY 2021
£’000
3,983
173
4,156
FY 2022
£’000
FY 2021
£’000
2,791
(134)
176
(2,449)
(164)
(1,088)
(868)
(294)
(1,162)
4,156
(179)
484
(2,120)
(192)
(1,069)
1,080
(173)
907
*
Free cash flow is defined as net increase/(decrease) in cash for the year before cash flows from the acquisition of subsidiaries, cash flows from new
borrowings and repayments of borrowings and cash flow from new share issue
Investment in R&D
Development costs capitalised in the year increased to £2.4m (FY 2021 £2.1m) as the business has increased its investment in
its technology and business solutions. Amortisation of development costs was £1.7m (FY 2021 £1.9m).
Financing
The Group’s financial position is supported by long-term bank loans. At the end of January 2022, the remaining principal balance
outstanding was £2.4m (2021: £3.0m). The amount repayable in FY 2023 is approximately €0.6m (£0.5m). With a gross cash
position of £5.6m at 31 January 2022 (FY 2021: £7.3m), a growing EBITDA and positive operating cash generation, the business
is in a healthy financial position, which gives the Board the confidence to continue to invest in its three-year growth plan.
Going forward, the Board and management teams are focused on increasing revenues, in particular recurring revenues, whilst
improving the Group’s profitability and cash generation.
Andrew Fabian
CHIEF FINANCIAL OFFICER
26 April 2022
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Key Performance Indicators
Key income statement KPIs are set out below. There are no non-financial KPIs.
Revenue growth –
term licence revenue
2022
2021
£1.1m
Revenue growth –
recurring revenue
Revenue growth – total revenue
£2.9m
2022
2021
£12.2m
£10.6m
2022
2021
£27.0m
£24.6m
167%
15%
10%
Gross profit margin
Adjusted EBITDA *
Profit/(loss) before tax
2022
2021
52%
53%
2022
2021
£4.2m
£3.6m
2022
2021
£0.2m
£(1.4)m
2%
15%
Free cash flow **
2022
2021
£(1.2)m
£0.9m
*
Adjusted EBITDA is a company-specific measure which is calculated as operating profit/(loss)
before depreciation (including right of use asset depreciation), amortisation and impairment
of intangible assets, share-based payment charge and strategic, integration, and other non-
recurring items
**
Free cash flow is defined as net increase/(decrease) in cash for the year before cash flows from
the acquisition of subsidiaries, cash flows from new borrowings and repayments of borrowings
and cash flow from new share issue
Principal Risks and Uncertainties
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Managing and
mitigating our risks
The management of the business and the execution of
the Group’s strategies are subject to a number of risks.
In the opinion of the Board, the principal business risks
affecting the Group, and the controls and mitigation to
manage these risks, are as follows:
Principal risk description and potential impact
Mitigation and controls
Pandemic (e.g. COVID-19 disrupts
business operations)
The impact of further lockdowns and extended social distancing
restrictions that may result as a consequence of the ongoing
global pandemic, could have an impact on the ability of
employees to deliver services and support to customers. It
could also impact our ability generate new business, given the
limited ability to host physical user events for our customers
and attend industry exhibitions and events. A continued or new
future lock-down of customer offices may reduce our ability to
carry out our consulting services and delay or reduce income
during these restrictions.
We successfully facilitated a move to remote working across all
our sites in March 2020, enabling the Board to function and
management teams and staff to maintain engagement with our
customers and key stakeholders. In the last financial year, we
successfully continued to evolve a hybrid approach to operations
and client delivery. We have provided our customers with user
events on a virtual basis through webinars and also attending
events and exhibitions on a virtual basis, although in-person or
hybrid events are now returning.
Macro-economic or political changes
(e.g. escalation of war in Ukraine) and impact
on customers and operations
With the uncertainty across global markets emerging from the
COVID-19 pandemic, which is now exacerbated by the war in
Ukraine and the impact in particular on the global energy
markets, there is the risk that companies and government
agencies are under more pressure to reduce spending budgets.
New projects may require a more robust business case before
investing in technology and services which can impact or
lengthen deal sales cycles and reducing deal size.
Whilst there are these macro-economic risks, they may provide
an opportunity for 1Spatial. The large fiscal stimuli in major
economies and the green agenda may also provide a cushion
to these risks. Our automated technology enables customers
to achieve greater internal efficiencies and therefore should
reduce customers’ total costs in the long run. The Group is also
mitigating this risk by looking to diversify the industry sectors
and geographies in which it operates.
Key management and employees may leave
the business
There is a risk that key management and employees leave
the business, having a detrimental effect on the operations
of the business.
In order to mitigate this risk, the Group aims to create a
rewarding working environment that will attract staff by offering
competitive salaries and benefits, structured career paths,
tailored training and by encouraging a culture of free thinking
and innovation. The Group established a new 1Spatial employee
share plan, and further incentives were awarded under this
scheme in 2020, to incentivise management and employees. This
is part of the reward structure to deliver long-term value as part
of a three-year plan and align the interests of key people with
those of the Company’s shareholders.
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Principal Risks and Uncertainties continued
Principal risk description and potential impact
Mitigation and controls
Reliance on key customers
The Group has traditionally had some client concentration and
over reliance on certain key customers. There is a risk with this
narrow approach that disruption within one or two clients can
have an adverse effect on overall Group performance.
There are also risks that arise from signing higher value
contracts and managing the relationship with customers
through partners on larger projects, as well as managing the
recruitment of additional resources, project scope and
ensuring profitable delivery.
The Group continues to invest in key customer relationships that
it has successfully retained over many years, while also
maintaining a strategy to extend and diversify its customer base.
The shift to subscription-based (term licence) revenues from
perpetual licences across the Group will also reduce the financial
impact of peaks and troughs that can occur with any individual
key customer project delays.
We continue to invest in the relationships with our key partners,
which we see as core to our growth strategy. As part of this we
have recruited a global partner manager to focus on managing
our key relationships in a more professional way. We have also
recruited a Chief Commercial Officer who is focusing on
managing our project delivery and exploring ways that we can
improve our project management
As recurring revenue from term licences increases, the
percentage of annual revenue that is at risk from any disruption
from key customers will be reduced.
Growth management
The Group is focused on revenue growth – both organically
and potentially through acquisitions – to increase our market
reach in the geographies that we currently operate in, as well
as the solutions that we offer in those geographies.
The business development strategy is closely monitored by the
senior team and the Group’s pipeline of opportunities is
regularly reviewed at sales and Board meetings.
Organic growth
If the Group is unable to manage expansion effectively, its
business and financial results could suffer. There are potential
risks to achieving revenue growth from competitors with open
system offerings and similar solutions. There are also greater
challenges arising from managing larger. Longer-term
complex projects.
The investment in core solutions together with the development
of new business applications, particularly those delivered
through the cloud, will enable the Group to scale more rapidly.
The risk of poor project management and overruns has been
mitigated by the recruitment of a Chief Commercial Officer
whose remit includes improving management of project
delivery and services financial performance.
Inorganic growth
The risks associated with inorganic growth include the
delivery of market penetration through the integration of
acquisitions, conversion of leads to sales, and control of
increases in fixed operating costs to support revenue growth.
The successful integration of any acquisition is a key Board
priority to ensure that it brings the required synergies and
benefits to the Group. The Group conducts rigorous due
diligence as part of any potential acquisition to ensure financial,
operational and technological aspects are understood.
A major technology failure may adversely
disrupt operations
Breaches of the Group’s digital security through cyber-attacks
or otherwise, or failure of the Group’s digital infrastructure
could seriously disrupt operations, including the provision of
customer services. and result in a decline in revenues.
The Group continues to invest in resources in enhancing site
resilience and defences, improving network monitoring and
reviewing the incident response processes to mitigate the
impact of a security breach.
A data breach may adversely impact operations
and damage business reputation
Breaches of the Group’s digital security through cyber-attacks
or otherwise, or failure of the Group’s digital infrastructure
result in the loss or misuse of sensitive information, including
client data. Legal or regulatory breaches could result in
potential liability, and reputational damage among the
customer base leading to a decline in revenues as well as
significant penalties or fines.
The Group continues to invest in technical and security
resources and regularly reviews its information security policies
and procedures to ensure it reduces the risk, and mitigates the
impact, of any potential data security breach. The Group has
ISO 9001 (QMS Quality Management System Certification)
accreditation in some countries.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Principal risk description and potential impact
Mitigation and controls
Reliance on key software partners
The Group works with key partners in each geospatial market
to provide customers with software and services. Our software
tools can be bought stand-alone or within our partners’
platforms. The Group therefore has reliance on maintaining
good relationships with key partners to provide software and
services to customers. There is a risk that these partners may
have application software issues that impact 1Spatial’s ability
to deliver projects on time and to budget.
Loss of intellectual property
Failure to protect the Group’s intellectual property may
result in another party using its proprietary technology
without authorisation.
The Group’s management team works to maintain good
relationships with its partners in each country, including
regular meetings throughout the year.
Escalation routes are established to ensure any issues can be
mutually resolved quickly.
The management team works with each partner to identify
points of collaboration to achieve wherever possible a win for
both companies.
The Group’s intellectual property is protected in the USA by a
patent. The source code for all 1Spatial software is securely
stored and backed-up in Atlassian’s BitBucket, a leading
industry-standard cloud-based source code repository system.
In order to minimise the disclosure of intellectual property
outside the organisation, the Group relies on confidentiality
agreements with its employees, customers, suppliers,
consultants and others to protect its intellectual property
rights. These are backed up with strict operational IT policies for
user offboarding which are audited and compliant with ISO
9001 and Cyber Essentials Plus.
Managing inflationary cost pressures
As the risk of increasing inflation (and indeed, potential
stagflation) affects our costs, primarily salary costs of
our workforce, there is a risk that the Group’s profitability
will suffer.
In order to minimise inflationary risks to profitability, we have
reviewed all our charge out rates for consultants, country by
country, as well as product and solution prices and applied
increases accordingly.
Currency fluctuation
As an international group, with revenue and costs in foreign
currencies, the financial results are exposed to currency
movements, predominantly US$ and €.
Where applicable, we have amended sales contract terms to
ensure inclusion of appropriate RPI increases. We have
undertaken salary benchmark reviews in order to ensure that
we continue to pay competitively.
Where we have core software solutions that we use to support
the business, we have sought to lock in prices on a longer term
contract basis where commercially it makes sense to do so.
The Group seeks to reduce foreign exchange exposures arising
from transactions in various currencies. There is a high degree
of natural hedging of revenues with costs in overseas operations.
Any residual currency exposure is managed by using spot and
forward currency contracts to offset that risk as soon as the
currency exposure is known with reasonable certainty.
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Section 172 Statement
The Directors have fulfilled their responsibilities under
Section 172 of the Companies Act 2006, which requires
them to act in the way they consider, in good faith,
would be most likely to promote the success of the
Company for the benefit of its members as a whole.
Engaging with stakeholders is very
important to 1Spatial and in this section
we explain in more detail how 1Spatial
does this. We understand that effective
engagement with stakeholders at
Board level is crucial to fulfilling
1Spatial’s purpose.
The essentials of our care for the
workforce and community and other
stakeholders, as well as continued
commitment to leadership, corporate
governance, effective decision-making
and access to relevant and timely
information remain our priority. These
factors are especially important today.
The likely consequences
of any decisions in the
long-term
The Board has three strategic growth
pillars for FY23 and beyond, which are:
innovation, customer relationships and
smart partnerships. These pillars reflect
the need to consider the interests of our
staff and the need to keep pace with
market initiatives and technological
changes, so the business is appropriately
positioned to take best advantage of
market conditions. The strategic pillars
are cascaded down to all the entities and
individuals within the business through
our Global Business Objectives Setting
process, our monthly Global
Management Meetings, and regular
financial reporting processes.
The interests of our
employees
Engaged, enabled, empowered
employees who contribute to the best of
their potential are fundamental to the
long-term success of the business. We
employ and develop high calibre staff
and we maintain oversight of their
performance through performance
review processes and personal
development programmes.
We actively support equality, diversity
and inclusivity and we do as much as we
can to ensure a positive environment for
health and wellbeing. We offer
appropriate levels of remuneration which
we benchmark using professional
advisers and market surveys. We value
our employees’ thoughts and ideas and
two-way communication is actively
sought and encouraged. During the year
a number of staff surveys were carried
out in each region to assess employees
wellbeing given the particularly difficult
circumstances this year. Matters covered
included health and safety, working at
home, ensuring that employees felt
supported during the pandemic and
views and opinions around returning to
the work place. During this year we
continued to operate lots of wellbeing
activities, which focus on promoting
mental and physical health.
During the COVID-19 pandemic, we have
taken advice from local governments in
the countries that we operate in to
safeguard our employees and
subcontractors, the majority of which
have been working remotely, with
regular check-ins with other members
of staff. To maintain mental health and
connectedness in this difficult time, staff
have had access to wellbeing resources,
and regularly meet online to support
each other, participating in weekly social
activities. As a Group, we will be guided
by the advice of governments across
our territories on maintaining measures
to protect our employees’ health as the
social distancing restrictions are adjusted.
Building and sustaining a
positive corporate culture
across the Group
The Board gives active consideration on
an ongoing basis to how we demonstrate
the positive corporate culture and
conduct at 1Spatial. These matters are
important as they affect all stakeholders.
The Board recognises that determining
and embedding a high standard of
corporate culture within the business is
essential to ensure the Group preserves
and maintains its long-established
reputation for high standards of business
conduct, and also to ensure the business
remains sustainable, maximising any
competitive advantage this provides
over the longer term and building value
for shareholders. During the year we’ve
been engaging with focus groups in each
territory to discuss our culture and brand
values to ensure a united global culture.
Following these focus groups, we
refreshed our brand values during the
year to be more aligned with new ways of
working both together as a team and
with our other stakeholders such as our
customers and partners.
The need to foster the
Group’s business
relationships with
customers, partners,
suppliers and others
1Spatial customers are key to the
long-term success of our business.
We develop relationships with our
customers based on mutual trust
and our ability to meet their needs
effectively. We focus on understanding
what they want and put that at the
centre of our decision-making to
create meaningful partnerships so
that we understand how our customers’
requirements evolve. This is key to our
Land and Expand approach of developing
our customer relationships, enabling us
to derive insights from our customers
to inform future product development
and innovation.
Business is also sourced through our
invaluable partnership networks with key
players in the location field such as Esri,
Ordnance Survey, Safe Software and
VertiGIS. They are key business partners
and we set out our relationship in terms of
business or service level agreements. We
maintain oversight of these arrangements
as well as making sure our customers
receive appropriate levels of disclosure.
Contents
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Overview
Strategic Report
Corporate Governance
Financial Statements
The impact of the Group’s
operations on the community
1Spatial is a responsible member of its
global and local community as it reflects
our culture and matters to our staff and
local community. 1Spatial has a strong
culture of supporting staff in both
individual and group volunteering and
fundraising initiatives. To maintain
direction and drive momentum our
Senior team coordinates corporate
social responsibility activities within
the Group. Each year, our staff volunteer
their time, energy and skills for projects
that support global good causes. One
such initiative is Missing Maps, a project
to map the most crisis-prone parts of the
world. Our staff also support schemes
that give something back to our local
community, for example food banks
and homeless charities.
Our data management solutions and
business applications not only increase
the effectiveness of our customer
organisations, but also increase social
responsiveness and a number of these
are set out in our ESG report.
The impact of the Group’s
operations on the
environment
1Spatial’s purpose is to make the world
more sustainable, safer and smarter for
the future. While many of our solutions
are aimed at helping our customers save
money and be more efficient, they also
ensure that data is correct for enabling
our customers to address environmental
issues in their business.
We take our environmental consciousness
and apply it to our day-to-day operations,
adhering to the internationally recognised
ISO 14001:2015 standard in the UK. By
following this standard, we can ensure
that our operations are carried out in an
efficient and environmentally considerate
manner, and our Environmental Policy
represents our commitment to
this promise.
Our Annual General Meeting enables
us to gather our shareholders’ views
while also particularly giving our
non-institutional shareholders the
opportunity to hear directly from the
Chairman and the Board. Shareholders
can view and manage their holdings
using an online share portal and are able
to access press releases and regulatory
news via our website.
Material decisions
impacting stakeholders
which took place in the year
ended 31 January 2022
Material decisions taken during the
year included the decision to increase
spending of free cash flow on sales and
delivery capacity in order to aim to
secure higher value contracts, as well
as increasing spending on R&D and
innovation in cloud technology, as part
of the three-year growth plan.
For the purpose of this statement
detailed descriptions of the decisions
taken are limited to those of strategic
importance. The Board made these
decisions based on full consideration
of and interactions with both internal
and external stakeholders, including
employees, customers and shareholders.
Signed on behalf of the Board
Andrew Fabian
26 April 2022
The desirability of the
Group maintaining a
reputation for high
standards of business
conduct
1Spatial seeks to achieve and maintain
a reputation for demonstrating a high
standard of business conduct as this has
a positive impact on interactions with
utility firms and governmental bodies in
particular. In several territories we comply
with ISO 9001 Quality Management
certification to provide the framework and
guidance to ensure that we consistently
meet our customers’ expectations and
regulatory requirements.
The need to act fairly
as between shareholders
of the Group
We have an on-going dialogue with
shareholders through road shows to
formally communicate the Group’s
financial results on a yearly and half-
yearly basis, as well as periodic capital
market days. The Chairman meets
regularly with investors to hear their
perspective of Group performance and
the priorities they feel that the Group
should be pursuing. Investor feedback
is also provided by the Group’s NOMAD
following investor road shows, in order
for the Board to build on its alignment
of the Group’s strategy to business
objectives and communicate these in
a clear manner.
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4242
Corporate Governance
Board of Directors
Our Board of
Directors possess
a diverse range of
skills and experience
and take overall
responsibility for
the organisation’s
strategic direction
and governance.
They are the
driving force behind
our response
to our (ESG)
environmental, social
and governance
initiatives.
BOARD COMMITTEES
Nomination Committee
Remuneration Committee
Audit Committee
Claire
Milverton
Andrew
Fabian
Andrew
Roberts
Francis
Small
Peter
Massey
CHIEF EXECUTIVE OFFICER (CEO)
CHIEF FINANCIAL OFFICER (CFO)
NON-EXECUTIVE CHAIRMAN
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
Appointed
October 2017
Skills & Experience
Claire is passionate about leading
and working collaboratively, making
the best of her team’s skills to create
a great organisation and a positive
culture – extending this approach to all
other stakeholders, including customers
and partners.
Claire believes that working
collaboratively with clients and partners
is a key way to accelerate growth – it’s
important to provide ‘Best of Breed’
solutions to deliver against customer
and market needs.
Good data governance and data quality
are at the heat of 1Spatial. Having
worked in finance, Claire is no stranger
to issues in relation to poor quality
data. Claire recognises the importance
of creating economic value from data
investment - whether that is to address
issues such as sustainability or to
improve customer efficiencies.
Claire has spent a significant number
of years in the technology sector –
from both her time working at 1Spatial
as CFO (from 2010 to 2017, prior to
being appointed to CEO), and through
her experience at PWC, where she
was an AIM market and technology
specialist. Claire is a qualified
Chartered Accountant.
June 2020
September 2016
August 2017
July 2018
Andrew was previously Group Finance
Director of StatPro Group plc, a leading
provider of cloud-based portfolio
analysis software solutions, until its’
successful acquisition by Confluence
Technologies Inc. in 2019. During his
time at StatPro, Andrew experienced
the transformation of the organisation’s
offering from an on-premise solution
to a Cloud platform, overseeing the
expansion of the business, both
organically and through acquisitions
in the UK and internationally, and
delivering a significant increase in
shareholder value.
Andrew joined the Board as interim
Chief Financial Officer in June 2020
and transitioned into the role of CFO in
October 2020. Prior to joining StatPro,
Andrew held senior financial roles at
William Baird plc, De La Rue plc and
Deloitte. Andrew is a Fellow of both the
ICAEW and the Association of Corporate
Treasurers. In 2012, Andrew was
awarded a ranking in the “Hot 20 FDs”
in the TMT sector by BDO LLP and was
a winner at the Finance Monthly CFO
Awards in 2017.
Andrew brings significant experience
Francis brings significant experience
Peter brings significant industry
to 1Spatial from both a technology and
from his financial services background,
expertise and strategic insight to
equity capital markets perspective.
having been at EY (Ernst & Young)
from 1979 to 2015 where he held key
the Board in the key focus areas of
Government, Utilities and Transport,
Andrew led the Innovation Group plc
positions, including firstly as London –
which he has developed through a long
from 2009 until its sale to Carlyle Group
and then UK head of corporate finance,
career, driving business growth within
in 2016 for £500 million. During this
global vice chair and then managing
these industries.
time, the company grew to be a global
partner of UK & Europe transaction
business, providing business services
advisory services, global leader of
Peter has held a number of senior
and software solutions. He has also
sovereign wealth funds and ultimately,
executive positions during his career,
been Chairman of Kewill plc, a leading
senior partner for international clients.
including the following:
international supply chain software
business, Non-Executive Director and
Chairman of Civica, a leading UK IT
During his time at EY, Francis had
responsibility for a wide range of
• Advisory Board Member,
Space Time Insight Inc. (USA/ UK)
services business. Prior to this, he was
teams and divisions, overseeing
Non-Executive Chairman of Vega Group
strategy development while delivering
plc until its sale in 2008 to Finmeccanica
revenue growth. He worked closely
SPA for £61 million.
with notable businesses including 3i,
Arcelor Mittal, Rexam, TPG and UBS.
• Director of Transformation at
National Grid plc. (UK/ USA)
• Director, Distribution Support
at National Grid plc.
• Head of Network Sales at
Andrew started his career at ICL and
then led the management team that
turned around privacy-equity-owned
Data Sciences (then a leading BPO
Francis is Chairman of British Business
National Grid plc
Investments, a Government-backed
• Head of Network Services
investment company that helps provide
at Transco plc
finance to UK SME businesses, and he
business) which was sold to IBM in 1996.
is Non-Executive Chairman of Quixant
Peter is the founder and director
plc, an AIM-listed technology company.
of Upcurve Limited, which provides
He also chairs the Board of Governors
management consultancy services
at Kingston University.
Francis graduated from Cambridge
University with a degree in law, is a
chartered accountant and a Fellow
of the ICAEW.
in areas of asset management,
IT-led transformational change and
performance growth for organisations –
from start-ups to established
multi-national organisations.
Peter is a chartered engineer and
graduated from the University of
Salford with a BSc (Hons) in Natural
Gas Engineering.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Claire
Milverton
Andrew
Fabian
Andrew
Roberts
Francis
Small
Peter
Massey
CHIEF EXECUTIVE OFFICER (CEO)
CHIEF FINANCIAL OFFICER (CFO)
NON-EXECUTIVE CHAIRMAN
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
June 2020
September 2016
August 2017
July 2018
Andrew brings significant experience
to 1Spatial from both a technology and
equity capital markets perspective.
Andrew led the Innovation Group plc
from 2009 until its sale to Carlyle Group
in 2016 for £500 million. During this
time, the company grew to be a global
business, providing business services
and software solutions. He has also
been Chairman of Kewill plc, a leading
international supply chain software
business, Non-Executive Director and
Chairman of Civica, a leading UK IT
services business. Prior to this, he was
Non-Executive Chairman of Vega Group
plc until its sale in 2008 to Finmeccanica
SPA for £61 million.
Andrew started his career at ICL and
then led the management team that
turned around privacy-equity-owned
Data Sciences (then a leading BPO
business) which was sold to IBM in 1996.
Francis brings significant experience
from his financial services background,
having been at EY (Ernst & Young)
from 1979 to 2015 where he held key
positions, including firstly as London –
and then UK head of corporate finance,
global vice chair and then managing
partner of UK & Europe transaction
advisory services, global leader of
sovereign wealth funds and ultimately,
senior partner for international clients.
During his time at EY, Francis had
responsibility for a wide range of
teams and divisions, overseeing
strategy development while delivering
revenue growth. He worked closely
with notable businesses including 3i,
Arcelor Mittal, Rexam, TPG and UBS.
Francis is Chairman of British Business
Investments, a Government-backed
investment company that helps provide
finance to UK SME businesses, and he
is Non-Executive Chairman of Quixant
plc, an AIM-listed technology company.
He also chairs the Board of Governors
at Kingston University.
Francis graduated from Cambridge
University with a degree in law, is a
chartered accountant and a Fellow
of the ICAEW.
Peter brings significant industry
expertise and strategic insight to
the Board in the key focus areas of
Government, Utilities and Transport,
which he has developed through a long
career, driving business growth within
these industries.
Peter has held a number of senior
executive positions during his career,
including the following:
• Advisory Board Member,
Space Time Insight Inc. (USA/ UK)
• Director of Transformation at
National Grid plc. (UK/ USA)
• Director, Distribution Support
at National Grid plc.
• Head of Network Sales at
National Grid plc
• Head of Network Services
at Transco plc
Peter is the founder and director
of Upcurve Limited, which provides
management consultancy services
in areas of asset management,
IT-led transformational change and
performance growth for organisations –
from start-ups to established
multi-national organisations.
Peter is a chartered engineer and
graduated from the University of
Salford with a BSc (Hons) in Natural
Gas Engineering.
Appointed
October 2017
Skills & Experience
Claire is passionate about leading
and working collaboratively, making
the best of her team’s skills to create
a great organisation and a positive
Andrew was previously Group Finance
Director of StatPro Group plc, a leading
provider of cloud-based portfolio
analysis software solutions, until its’
culture – extending this approach to all
successful acquisition by Confluence
other stakeholders, including customers
Technologies Inc. in 2019. During his
and partners.
Claire believes that working
time at StatPro, Andrew experienced
the transformation of the organisation’s
offering from an on-premise solution
collaboratively with clients and partners
to a Cloud platform, overseeing the
is a key way to accelerate growth – it’s
expansion of the business, both
important to provide ‘Best of Breed’
solutions to deliver against customer
and market needs.
organically and through acquisitions
in the UK and internationally, and
delivering a significant increase in
shareholder value.
Good data governance and data quality
are at the heat of 1Spatial. Having
Andrew joined the Board as interim
worked in finance, Claire is no stranger
Chief Financial Officer in June 2020
to issues in relation to poor quality
and transitioned into the role of CFO in
data. Claire recognises the importance
October 2020. Prior to joining StatPro,
of creating economic value from data
Andrew held senior financial roles at
investment - whether that is to address
William Baird plc, De La Rue plc and
from both her time working at 1Spatial
a winner at the Finance Monthly CFO
Deloitte. Andrew is a Fellow of both the
ICAEW and the Association of Corporate
Treasurers. In 2012, Andrew was
awarded a ranking in the “Hot 20 FDs”
in the TMT sector by BDO LLP and was
Awards in 2017.
issues such as sustainability or to
improve customer efficiencies.
Claire has spent a significant number
of years in the technology sector –
as CFO (from 2010 to 2017, prior to
being appointed to CEO), and through
her experience at PWC, where she
was an AIM market and technology
specialist. Claire is a qualified
Chartered Accountant.
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Corporate Governance
Corporate Governance Report
An Introduction
from the Chairman
In the year ended 31 January
2022, we continued to adhere
to a high standard of ethics,
values and corporate social
responsibility. These principles
continue to underpin our
governance procedures and
the strategic and management
decisions we make. We have
updated a number of core
Group governance policies. We
continue to assess and develop
internal processes to ensure
we maintain the robustness of
decision-making and balance the
considerations for the Group’s
stakeholders in the long term
with short-term decisions to
address COVID-19. More details
of what we, as a Board, have been
focussing on throughout this
financial year is set out in our
Section 172 Statement
(s172 Statement).
We will continue to ensure the Board
and its committees function effectively,
and that all Directors provide strong
and valuable contributions and that
no individual or group dominates
the Board’s decision-making
process. The Board has delegated
specific responsibilities to the Audit,
Remuneration and Nomination
Committees, details of which are
set out in this report.
As a Board we also set clear expectations
concerning the Group’s culture, values
and behaviours. We believe in order for
us to execute on our customer centric
solutions approach it is vital that the
Board and all our employees act in a way
that reflects the underlying values of the
business. Our core brand values updated
this year are: “We Respect, We Innovate,
We Collaborate, We Trust and We Care”.
We expect everyone throughout the
Group to adhere to these values. Our
s172 Statement gives more details of
how we continue to ensure the wellbeing
and best interests of all our employees
around the Group.
The Board has adopted the high
standards of corporate governance
contained in the Corporate Governance
Code for Small and Mid-Size Quoted
Companies (QCA Code). Details of how
we comply with the QCA Code are set
out in our Statement of Compliance,
which is updated annually, a copy of
which can be found on our website
www.1spatial.com.
provide their comments to the Chairman,
the Chief Executive Officer, or the
Company Secretary, as appropriate.
The Board also receives management
information on a regular basis that sets
out the performance of the business.
The Chief Executive Officer and Chief
Financial Officer are invited to attend
the Audit and Remuneration Committee
meetings, if appropriate.
The Board
Composition
The composition of the Board is
shown on page 42 and 43. The current
Directors possess a range of skill sets,
capabilities and experience gained from
diverse backgrounds, thereby enhancing
the Board by bringing a wide spectrum
of knowledge and expertise.
The role and operations of
the Board
The role of the Board is to ensure
delivery of the business strategy and
long-term shareholder value. The
general obligations of the Board and
the roles and responsibilities of the
Chairman and the Chief Executive
Officer are set out in a formal Board
responsibilities statement approved
by the Board. The Board fulfils its role
by approving the annual strategic plan
and monitoring business performance
throughout the year. The Board held
10 formal scheduled Board meetings
during the financial year and in addition
held a number of unscheduled ad-hoc
meetings, e.g. to approve signing of
major contracts, to review and assess
financial budgets and short-term
strategy solutions. Most Board meetings
in the financial year were held remotely
due to Covid restrictions, although we
are moving back to in-person Board
meetings. There is in place a schedule
of matters reserved for Board approval
that can be found on the Company’s
website (www.1spatial.com).
The Board have approved an annual
Board calendar setting out the dates,
location (subject to any remote working
restrictions) and standing agenda items
for each formal scheduled Board and
Committee meeting and scheduled
Board calls. Board papers are circulated
to Directors in advance of scheduled
and unscheduled meetings, which are
of an appropriate quality to enable the
Directors to fulfil their obligations and
adequately monitor the performance of
the business. Directors who are unable
to attend a meeting are expected to
During the year, the topics subject to
Board discussion at formal scheduled
Board meetings included:
• COVID-19 related issues
• Strategic plan and annual forecast
and budget;
• Health and safety matters;
• Investor relations;
• Financial and operational performance;
• Project updates;
• Market and competitor reports;
• Approval of high value sales contracts:
• Acquisitions and Group
structure changes;
• Financing activities and
facility agreements;
• Approval of annual and half
year reports;
• Governance updates and the EU
Market Abuse Regime;
• Industry regulatory and compliance
developments;
• Risk and internal controls;
• General Data Protection Regulation
(GDPR); and
• Related party transactions.
Attendance at scheduled Board
Meetings during the year is shown below:
Formal Scheduled Board
Meetings during the year
ended 31 January 2022
Maximum
Possible
Attendance
Meetings
Attended
10
10
10
10
10
9
10
10
10
10
Director
A Roberts
(Chairman)
C Milverton
A Fabian
F Small
P Massey
Advice, insurance and
indemnities
All Directors have access to the services
of the Company Secretary and may take
independent professional advice at the
Company’s expense in conducting their
duties. The Company provides indemnity
insurance cover for its Directors
and officers, which is reviewed and
renewed annually.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Conflicts
Succession planning
Nomination Committee
Consideration of Directors’ interests
is a standing agenda item at each
formal scheduled Board meeting. Each
Director is required to disclose any
actual or potential conflicts of interest
and a register of Directors’ interests is
maintained by the Company Secretary.
If there is a conflict of interest or a
matter relating to a particular Director
or a related party transaction, then the
Board understands that the relevant
Director shall excuse themselves
from the discussion. Each year
updated schedules of interests for all
Directors are circulated to the Board
for information and formal approval,
where appropriate.
Board evaluation
A formal evaluation of the performance
and effectiveness of the Board and its
Committees was conducted in the year
ended 31 January 2022. The scope of
the evaluation was discussed and agreed
with the Chairman, a Non-Executive
Director and the Company Secretary.
The evaluation was implemented by
means of a questionnaire. The final
evaluation report highlighted a number
of positive messages regarding issues
such as - the role of the chair, the board
structure and roles, decision making and
external and internal communications.
The topics that required additional
focus at future Board meetings included
on-going board training and succession,
development of the Group’s “purpose”
and messaging to improve presentations
to shareholders, and evolution of the
Group’s ESG strategy.
Board development
All new Directors appointed to the Board
receive a comprehensive induction. In
the year ended 31 January 2022 the
Board, with the Company Secretary,
updated the structured training and
development programme including
strategic issues, legal issues and
environmental, social and governance
(ESG) issues. The Company’s Nomad
is invited to attend a Board meeting
each year to update the Board on their
general and statutory duties and current
best practice governance issues and
senior technical experts will present
to the Board in calendar year 2022 on
topics such as ESG, as well as regulatory
and industry related issues.
Succession continues to be a key priority
for the Board. The current Directors
possess a range of skill sets, capabilities
and experience gained from diverse
backgrounds, thereby enhancing the
Board by bringing a wide spectrum of
knowledge and expertise. The Board
has approved a succession policy and
discussions are on-going regarding
short and long-term succession for both
Directors and the Senior Management
team. You can find more about the
experience and expertise of the other
current members of the Board on the
Company’s website (www.1spatial.com).
Reappointment of Directors
at the Annual General
Meeting
The Articles of Association provides
that a third of Directors retire annually
by rotation and, if eligible, offer
themselves for re-election. However,
in accordance with good governance
principles, at each AGM all the Directors
retire and, subject to being eligible,
offer themselves for re-election.
Relations with investors
The Company produces this Annual
Report that is available on the Investor
Relations section of the Company’s
website and distributed to those
shareholders who have requested to
receive hard copies. The Company’s
website (www.1spatial.com) contains
information on the Group, matters
reserved for the Board, the Company’s
articles of association, the Committee
terms of references, copies of all
documents sent to shareholders and all
market and regulatory announcements.
The Board ensures that financial
reporting and operational updates
are communicated to the market on a
timely basis and give an accurate and
balanced assessment of the business.
The Company’s share dealing policy
sets out how the Directors meet their
obligations under the AIM rules in this
regard and how the advisers are involved
in the market communications process
coordinated by the Company Secretary.
Board committees
The terms of reference of the Board’s
committees as summarised below are all
available in full on the Investor Relations
section of the Company’s website at
www.1spatial.com.
Membership
A Roberts (Chair)
F Small (Member)
In the year ended 31 January 2022,
all senior management appointments,
as well as succession plans for the Board
and senior management, were dealt with
by the entire Board. The recruitment
process involved both the Non-Executive
and Executive Directors to ensure that
any appointments made strengthened
and diversified the composition and
skill set of the existing Board. Instead
of holding a Nomination Committee
meeting, the Board meetings throughout
the year included discussions about
senior management, recruitment and
succession planning in line with the
Group strategy.
The key responsibilities of the
Nomination Committee are:
i. Recommending Director nominees
to the Board;
ii. Recommending Committee chairs
and membership to the Board
and Committees;
iii. When appropriate, taking into
account the current stage of the
Company’s development, reviewing
succession plans for the Board
and Committees;
iv. Making recommendations to
the Board in respect of the re-
appointment of any Non-Executive
Director at the conclusion of their
specified term of office taking into
account their performance and
their contribution together with
the knowledge, skills, leadership
and experience requirements of
the Board and Committees;
v. Regularly reviewing the structure,
size and composition (including the
balance of skills, diversity, knowledge
and experience) required for the
Board and making recommendations to
the Board with regard to any changes.
Remuneration Committee
Full information on the composition, role,
operation and meeting attendance of the
Remuneration Committee is set out in
the Remuneration Report on page 48.
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Corporate Governance
Audit Committee Report
“The systems of internal control
are designed to cover all
business, financial, reputational
and legal risks of the Group
and are embedded within the
operations of the Group.”
Following the recommendation of
the Audit Committee and passing
of the shareholder resolution
at the Annual General Meeting
in 2021, BDO LLP (BDO) were
re-appointed as external auditors
for the Group for the financial
year ended 31 January 2022.
The Committee has a calendar of
activities agreed each year. Senior
management and the external auditors
(BDO) may attend meetings at the
request of the Committee. Attendance
at scheduled Committee Meetings during
the year is shown below. Additional
ad-hoc meetings by conference call
were also held during the year.
Director
F Small (Chair)
A Roberts
P Massey
Maximum
Possible
Attendance
Meetings
Attended
3
3
3
3
3
3
Audit Committee
Membership
F Small (Chair)
A Roberts (Member)
P Massey (Member)
Francis
Small
CHAIRMAN OF THE
AUDIT COMMITTEE
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
The key responsibilities of the Audit
Committee are:
i. Monitoring the integrity of financial
statements, including approving
any material changes in accounting
policy, reviewing the financial
statements, and any market
announcements relating to the
Group’s financial performance;
ii. Reviewing the integrity of
internal financial control and risk
management systems and codes
of corporate conduct and ethics and
any published statements regarding
these systems and codes;
iii. Making recommendations to the
Board regarding the engagement of
the external auditors, approving their
terms of engagement, monitoring
their objectivity and performance
and setting policy regarding the
provision of non-audit services by
the external auditors;
iv. Reviewing the plan, scope and results
of the annual audit, the external
auditors’ letter of comments and
management’s response thereto; and
v. Receiving reports from theCFO
relating to risk control and
management’s response to the
findings.
During the year, the topics discussed at
formal scheduled Committee meetings
included:
• Review of the risk register, assessing
how each risk identified is being
monitored and ensuring the process
of how these risks are being actively
managed is in place;
• Receipt and consideration of reports
from the external auditors regarding
the scope and findings of their audit
of the annual report;
• Recommendation of the annual
report and half-year report to the
Board for approval, together with
the management representation letter
and audit fees;
• Review of audit and non-audit related
fees paid to the external auditors and
monitoring the independence of the
external auditors;
• Review and consideration of accounting
treatment policy changes in line with
industry practice, as recommended by
external auditors; and
• Review and update of the terms of
reference of the Audit Committee.
In accordance with the QCA Code and
best practice guidance for Directors on
internal controls issued by the Financial
Reporting Council, the Board, with
the advice of the Audit Committee,
has reviewed the effectiveness of the
systems of internal control for the year
to 31 January 2022. As part of this
review, the Board received assurances
from the Chief Executive Officer and
the Chief Financial Officer of 1Spatial
plc that the Directors’ Responsibilities
Statement on page 54 is founded on
a sound system of risk management and
internal controls and that the systems
of internal controls are operating
effectively in all material respects in
relation to reporting financial risks and
the mitigation of material business risks.
Going concern
As disclosed in the going concern
section of note 2 of the consolidated
financial statements, Summary of
significant accounting policies, a cash
flow model for the period to July 2023
was prepared, focussing on the impacts
of a macro-economic shock (e.g. from
the escalation of the war in Ukraine or
further pandemic restrictions) and the
actions the Board can take to mitigate
those impacts. Sensitivity analysis
was performed on the macro-economic
shock stress-tested budget model,
requiring a decline in the Group’s
revenues of more than 16% (with
no changes to spending) before the
Group runs out of resources, given the
net funds in place. Such an extreme
downside scenario is not a realistic
outcome given the Group’s revenues
to date, recurring revenue and backlog
revenue. Taking into account the cash
flow projections approved by the
Board of Directors, the Directors have
formed a judgement that, at the time
of approving these financial statements,
there is a reasonable expectation that
the Group has adequate resources and
likely income to continue in operational
existence for the foreseeable future.
Thus, they continue to adopt the going
concern basis of accounting in preparing
the annual financial statements.
Francis Small
CHAIRMAN OF THE AUDIT COMMITTEE
26 April 2022
To ensure the objectivity and
independence of the external
auditors, any service provided by the
external auditors must be approved in
accordance with the Group’s policy on
auditor independence and the provision
of non-audit services, which is consistent
with the UK Auditing Practices Board’s
Ethical Standards for Auditors.
The external auditor is only selected
to provide non-audit services if
they are well placed to provide the
required service at a competitive
cost and the Committee is satisfied
that the assignment will not impair
their objectivity. In accordance with
relevant professional standards, the
external auditors have confirmed their
independence as auditors in a letter
to the Directors. Details of fees paid
to the external auditors for both audit
and non-audit services are given in the
note 6(a) to the financial statements.
The non-audit services in the year
related to work performed in relation
to payroll, tax compliance and company
secretarial services to 1Spatial Australia
Pty Limited.
Internal control
The Board is responsible for ensuring
the Group has effective and sound
systems of internal controls, which are
designed to manage, but not eliminate,
the risk of failure to achieve business
objectives and provide reasonable, but
not absolute, assurance against material
misstatements and loss. The day-to-day
management and monitoring of the
Group’s systems of internal control is
delegated to the Chief Financial Officer.
The Chief Financial Officer ensures that
the Group’s risk management framework
and control culture are embedded within
the business, the executive Directors
provide assurance to the Board, through
the Audit Committee, that risks are
monitored, appropriately escalated
and managed within the risk appetite
of the Board.
The systems of internal control are
designed to cover all business, financial,
reputational and legal risks of the Group
and are embedded within the operations
of the Group.
The financial reporting controls in
place are designed to maintain proper
accounting records and provide
reasonable assurance concerning the
accuracy and integrity of financial
information reported both internally
and externally.
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4848
Corporate Governance
Remuneration Report
“The Group has prepared this
Remuneration Report on a
voluntary basis in order to
promote transparency and
good governance within
the Group.”
Whilst a formal Directors’
Remuneration Report is not
required by the Companies Act
2006, the Group has prepared
this Remuneration Report on
a voluntarily basis in order to
promote transparency and good
governance within the Group.
Therefore, some elements of a
listed company’s Remuneration
Report requirements may not be
included, the Board’s approach
is to emulate best practice in
reporting Directors’ remuneration.
On behalf of the Board, I am pleased to
present the Directors’ Remuneration
Report, setting out the remuneration
policy and the remuneration paid to the
Directors for the year to 31 January 2022.
Senior management attend meetings at
the request of the Committee and recuse
themselves from discussions and decisions
taken by the Remuneration Committee
in respect of their own remuneration.
The Remuneration
Committee
Membership
P Massey (Chair)
A Roberts (Member)
F Small (Member)
Peter
Massey
CHAIRMAN OF THE
REMUNERATION
COMMITTEE
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Attendance at scheduled Committee
Meetings during the year is shown below.
Additional ad-hoc meetings by conference
call were also held during the year.
Director
P Massey (Chair)
A Roberts
F Small
Maximum
Possible
Attendance
Meetings
Attended
2
2
2
2
2
2
The Remuneration Committee determines
and agrees with the Board the broad
policy for the remuneration of the
Group’s employees, as well as reviewing
the ongoing appropriateness and
relevance of the Group’s remuneration
policy, ensuring that it is structured in a
way that aligns reward with performance,
shareholder interests and the long-term
interests of the business.
The key responsibilities of the
Committee are:
i. Determining the total individual
remuneration packages, including
pension arrangements, of the Executive
Directors and senior management;
ii. Reviewing and approving share
incentive plans and non-material
changes to them;
iii. Approving and determining targets
including the annual discretionary
bonus scheme; and
iv. Reviewing and approving the scope
of any termination payments and
severance terms for Executive
Directors, ensuring that contractual
terms on termination and any
payments made are fair to the
individual and the Company,
that failure is not rewarded and
that the duty to mitigate loss is
fully recognised.
The full terms of reference of the
Remuneration Committee are
available on the Company’s website
(www.1spatial.com) and on request
from the Company Secretary.
The Committee has access to the advice
and views of the Chairman and the Chief
Executive as well as the use of external
consultants, if required. No external
consultants were engaged by the
Committee during the year.
Remuneration policy
The Board considers that appropriate
remuneration policies are a key driver
of performance and a central element
of corporate strategy. The Group
remuneration policy aims to:
• provide market competitive
total compensation;
• motivate, retain and promote individual
and corporate outperformance;
• differentiate on merit and performance;
• emphasise variable performance-
driven remuneration;
• ensure adherence to the Group’s Code
of Conduct;
• align senior management with
shareholders’ interests; and
• deliver clarity, transparency and
fairness of process.
The Group remuneration policy has a
strong focus on variable compensation
as the Board believes that the interests
of the business, shareholders and
employees are best served by containing
fixed remuneration costs and maximising
the proportion of total remuneration that
is directly performance related.
Element
Structure
Purpose
Performance Measure
Basic Salary
Other Benefits
Fixed
Fixed
Annual Bonus
Variable
Base salary for the role
Benefits in kind
N/A
N/A
Executives and senior management bonuses are
determined by the Remuneration Committee
based on the performance of the business
Business performance
Share Option
Plans
Variable
Share awards aim to align total remuneration with
the growth of the business and shareholder value.
Service conditions on share option
awards and business performance and
share price performance conditions on
long-term incentive plan awards
Basic salary
Salaries are reviewed annually for the Chief Executive Officer and the Chief Financial Officer.
Benefits and benefits in kind
The Directors, both Executive and Non-Executive, also benefit from indemnity arrangements in respect of their services as
Directors, and from Directors’ and Officers’ indemnity insurance.
Annual bonus
The Committee has the discretion and flexibility to take into account factors other than business performance in determining
any bonus. Each element of the Executive Directors’ reward package supports the achievement of key business measures and
rewards outperformance.
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50
Corporate Governance
Remuneration Report continued
Share option plans
The Group established a new 1Spatial employee share plan (the “Plan”) in 2018 to incentivise management and employees to
deliver long-term value creation and align their interests with those of the Company’s shareholders. For further detail, refer to note
22 of the Annual Report.
The awards under the Plan granted to the Directors of the Company are shown on page 50. During the financial year to 31 January
2022, there were no new awards made to the Executive Directors and other key management and employees under the Plan.
Details of awards to the Chief Executive Officer and the Chief Financial Officer in the financial year to 31 January 2021 are provided
in the table below.
Directors’ service contracts
The Chief Executive Officer and the Chief Financial Officer have a service agreement with the Company, which is terminable by
either party on not less than 12 months’ and six months’ notice respectively. There are no provisions for remuneration payable on
early termination.
Non-Executive Directors
The remuneration of the Non-Executive Directors is determined by the Board, with the Non-Executives removing themselves from
discussions concerning their remuneration. The Non-Executive Directors serve the Company under formal letters of appointment
that are terminable on six month’s written notice which sets out their role, obligations as a director and the expected time
commitment required.
Directors’ interests in share awards (audited)
As at 31 January 2022, the Directors held the following share options (refer to note 6(c) of the consolidated financial statements
for more detail):
1 February
2021
Granted
Lapsed
31 January
2022
EMI share
option
Executive
unapproved
share
option
Exercise
price
Number
Number
Number
Number
Number
Number
Pence
1,309,368
769,793
25,000
330,000
25,000
2,459,161
–
–
–
–
–
–
(82,421)
–
–
–
–
1,226,947
769,793
25,000
330,000
25,000
537,632
–
–
–
–
689,315
769,793
25,000
330,000
25,000
(82,421)
2,376,740
537,632
1,839,108
0p
46.5p
26.5p
0p
26.5p
C Milverton
C Milverton
C Milverton
A Fabian
A Fabian
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Directors’ emoluments and compensation (audited)
Details of individual Executive Directors’ remuneration for those Directors that served during the current year are as follows (full
disclosures are presented in note 6(c) of the consolidated financial statements):
C Milverton
A Fabian (appointed 16/06/20)
N Payne (resigned 16/06/20)
Emoluments
£’000
Pension
contributions
£’000
261
188
–
449
22
–
–
22
Total
2022
£’000
283
188
–
471
Emoluments
£’000
Pension
contributions
£’000
253
119
102
474
22
–
3
25
Total
2021
£’000
275
119
105
499
Discretionary bonuses of £37.5k (2021: £30k) for C Milverton and £15k (2021: £12k) for A Fabian are included in Directors’
emoluments above for the year ended 31 January 2022.
Details of individual Non-Executive Directors’ fees for those Directors that served during the current year are as follows:
A Roberts
F Small
P Massey
Directors’ share interests (audited)
The beneficial interests of the Directors in shares of the Company as at 31 January 2022 are shown below:
A Roberts
C Milverton
A Fabian
F Small
P Massey
Approved and signed on behalf of the Board
Peter Massey
REMUNERATION COMMITTEE CHAIR
26 April 2022
2022
£’000
2021
£’000
76
41
41
158
79
41
41
161
Ordinary
shares
586,190
506,301
250,000
13,294
91,301
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52
Corporate Governance
Directors’ Report
The Directors present their
annual report on the affairs of
the Company and the Group,
together with the audited
consolidated financial statements
and the independent auditor’s
report for the year ended 31
January 2022 in accordance
with UK adopted international
accounting standards and in
conformity with the requirements
of the Companies Act 2006. The
information in the Chairman’s
report, the Corporate Governance
report and the Directors’
Responsibilities Statement form
part of the Directors’ report.
The Directors’ report contains certain
forward-looking statements and
forecasts with respect to the financial
condition, results, operations and
business of 1Spatial plc that may involve
risk and uncertainty because they relate
to events and depend on circumstances
that will occur in the future. There are
a number of factors that could cause
actual results or developments to
differ materially from those expressed
or implied by these forward-looking
statements and forecasts. Nothing in
this Annual Report to shareholders
should be construed as a profit forecast.
Principal activities
The principal activity of the Group is
the development and distribution of
innovative software solutions along
with associated consultancy and
support related to Location Master Data
Management (LMDM). The principal
activity of the Company is that of a
parent holding company which manages
the Group’s strategic direction and
underlying subsidiaries.
1Spatial plc is a company incorporated
in the United Kingdom. The registered
office of the Company is Tennyson
House, Cambridge Business
Park, Cowley Road, Cambridge,
Cambridgeshire, England, CB4 0WZ.
Details of the business activities during
the year can be found in the strategic
report on pages 12 to 41.
Results and dividends
Interest rate risk
The results for the Group for the year
and the Group and Company’s financial
position at the end of the year are shown
in the attached financial statements.
The Directors do not recommend the
payment of a dividend (FY 2021: £nil).
Business review and
future developments
The requirements of the business
review have been considered within the
Chairman’s report on pages 16 to 17 and
the strategic report on pages 12 to 41.
Principal risks and
uncertainties
For further details on principal risks and
uncertainties, refer to pages 37 to 39.
Financial instruments
Financial risk management
objectives and policies
During the year the Group’s principal
financial instruments were bank loans,
trade receivables and cash. The main
purpose of these financial instruments
is to provide finance for the Group’s
operations. The Group has various other
financial instruments such as trade
receivables and trade payables which
arise directly from its operations.
The main risks arising from the Group’s
financial instruments have been liquidity
risk, interest rate risk, credit risk, and
capital risk. The Board reviews and agrees
policies for managing each of these risks
and they are summarised below.
Liquidity risk
The Group’s finance department’s
primary objective is to ensure the
Group maintains sufficient funds to
support the ongoing strategic and
trading activities of the Group. Detailed
forecasting is carried out at local level
in the operating companies of the Group
and this is combined into a Group cash
flow forecast. The Group forecasts are
reviewed closely to ensure that sufficient
headroom in available funding is in place.
The Group’s income and operating cash
flows are substantially independent of
changes in market interest rates. Bank
loan interest is charged on a fixed rate
basis. Given the magnitude of the bank
loans and low interest rates that range
between 0% and 3.4% (with a weighted-
average interest rate of 2.3% at the
year-end), the Board does not consider it
appropriate to hedge the interest rate risk.
Credit risk
The Group trades only with recognised,
creditworthy third parties and
independent credit checks and credit
limits are managed by the trading entities.
Credit limits can only be exceeded if
authorised by the 1Spatial plc Board.
Receivable balances are monitored on
an ongoing basis with the result that
the Group’s exposure to bad debts is not
significant, especially given past payment
history of longstanding customers. There
are no significant concentrations of
credit risk within the Group.
Credit risk also arises from cash
and cash equivalents with banks
and financial institutions. For banks and
financial institutions, only independently
rated parties with a minimum rating of ‘A’
are used for significant cash deposits.
Capital risk management
The Group’s objectives when managing
capital are to safeguard the Group’s
ability to continue as a going concern in
order to provide returns for shareholders
and benefits for other stakeholders and
to maintain an optimal capital structure
to reduce the cost of capital within
an acceptable level of risk. In order to
maintain or adjust the capital structure,
the Group may issue new shares, raise
finance through increasing debt or
sell assets/businesses to reduce debt.
The Group monitors its capital risk by
ensuring the level of debt and gearing is
reasonable based on the projected cash
flows and related risks.
The capital structure of the Group at
31 January 2022 consists of cash and
cash equivalents of £5.6m (2021: £7.3m),
bank borrowings of £2.4m (2021: £3.0m),
and equity attributable to shareholders
of 1Spatial plc of £15.1m (2021: £14.7m).
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Research and development
The Group performs research and
development activities as described
within the strategic report on
pages 12 to 41. The Group expenses
research activities to the statement of
comprehensive income and capitalises
development activities should the
cost meet the relevant criteria. During
the year, £2.4m was capitalised
(2021: £2.1m), £1.7m (2021: £1.9m)
was expensed and there were no
impairments (2021: nil).
Employees
The Group places considerable value on
the involvement of its employees and
has continued its practice of keeping
them informed of matters affecting
them as employees and the various
factors affecting the performance of the
Group. This has been of even greater
importance during the last year with
remote working and other restrictions
due to COVID-19, with the Group
implementing increased frequency of
team meetings, line manager 1:1s and
Group-wide communications.
The Directors recognise that continued
and sustained improvement in the
performance of the Group depends on
its ability to attract, motivate and retain
employees of the highest calibre; and
to this end, the Group issued new share
options to certain key management and
employees under the employee share
plan in 2020 as part of the three-year
plan. Furthermore, the Directors believe
that the Group’s ability to sustain
a competitive advantage over the
long term depends in a large part on
ensuring that all employees contribute
to the maximum of their potential. The
Group is committed to improving the
performance of all employees through
development and training.
The Group is an equal opportunity
employer. The Group’s policies seek
to promote an environment free
from discrimination, harassment and
victimisation and to ensure that no
employee or applicant is treated less
favourably on the grounds of gender,
marital status, age, race, colour,
nationality or national origin, disability
or sexual orientation or is disadvantaged
by conditions or requirements that
cannot objectively be justified. Entry
into, and progression within the Group,
is solely determined based on work
criteria and individual merit.
The Group continues to give full
and fair consideration to applications
for employment made by disabled
persons, having regard to their
respective aptitudes and abilities.
The policy includes, where practicable,
the continued employment of those
who may become disabled during
their employment and the provision
of training and career development
and promotion, where appropriate.
The Group holds regular meetings
with employees to inform them of
the development of the business
and to provide them with information
on matters of concern to them as
employees. Consultation with employees
has continued at all levels, with the aim
of ensuring that their views are taken in
to account when decisions are made that
are likely to affect their interests.
Changes in share capital
Details of movements in share capital
are set out in note 20 to the financial
statements.
Directors
The Directors’ who served throughout the year and up to the date of approval of the financial statements, unless otherwise stated,
were as follows:
Name
A Roberts
C Milverton
A Fabian
F Small
P Massey
Age
69
48
60
63
59
Position
Non-Executive Chairman
Chief Executive Officer
Chief Financial Officer
Non-Executive Director
Non-Executive Director
Date of Appointment
19 September 2016
9 October 2017
16 June 2020
1 August 2017
10 July 2018
Details of the current Directors’ experience and expertise can be found on the Company’s website www.1spatial.com which does
not form part of this report.
Directors’ interests
Details of the share interests of the Directors, their service contracts and terms of appointment are shown in the Remuneration Report.
Directors’ indemnities and insurance
As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third-party
indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial
year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’
liability insurance in respect of itself and its Directors and officers.
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Corporate Governance
Directors’ Report continued
Substantial interests
The Directors have been notified of the following substantial shareholdings in excess of 3% of the voting share capital of the
Company as at 6 April 2022:
Name
Number of shares
Percentage of issued share capital
Columbia Threadneedle Investments
Canaccord Genuity Wealth Management
Azini Capital Partners
J O Hambro Capital Management
BGF Investment Management
Octopus Investment Nominees
Herald Investment Management
Except as referred to above, the
Directors are not aware of any person
who was interested in 3% or more of
the issued share capital of the Company
or could directly or indirectly, jointly
or severally, exercise control.
Acquisition of the
Company’s own shares
The Company did not acquire any of its
shares during the year ended 31 January
2022 (FY 2021: nil).
Independent auditors
A resolution to reappoint BDO LLP as
the Company’s auditors and to authorise
the Board to determine the auditors’
remuneration will be proposed at
the 2022 Annual General Meeting.
Directors’ Responsibilities
Statement
The Directors are responsible for
preparing the annual report and the
financial statements in accordance
with applicable law and regulation.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law
the Directors have prepared the Group
financial statements in accordance with
UK adopted international accounting
standards and in conformity with the
requirements of the Companies Act
2006 and Company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law).
22,097,231
18,901,163
13,709,535
9,000,000
6,145,100
4,156,943
3,950,000
20.00%
17.11%
12.41%
8.15%
5.56%
3.76%
3.58%
Under company law the Directors must
not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
of the Group and Company and of the
profit or loss of the Group and Company
for that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies
and then apply them consistently;
• state whether applicable IFRSs have
been followed for the Group financial
statements and United Kingdom
Accounting Standards, comprising FRS
101, have been followed for the Company
financial statements, subject to any
material departures disclosed and
explained in the financial statements;
• make judgements and accounting
estimates that are reasonable and
prudent; and
• prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and Company will continue
in business.
The Directors are also responsible
for safeguarding the assets of the
Group and Company and hence
for taking reasonable steps for the
prevention and detection of fraud
and other irregularities.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Group and Company’s transactions
and disclose with reasonable accuracy
at any time the financial position of the
Group and Company and enable them
to ensure that the financial statements
comply with the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of
the Company’s financial statements
published on the ultimate parent
company’s website. Legislation in
the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
The Directors consider that the
Annual Report and financial
statements, taken as a whole, is fair,
balanced and understandable and
provides the information necessary
for shareholders to assess the Group
and Company’s performance, business
model and strategy.
Each of the Directors, whose names
and functions are listed in the Directors’
Report confirm that, to the best of
their knowledge:
• the Company financial statements,
which have been prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards, comprising FRS 101
“Reduced Disclosure Framework”, and
applicable law), give a true and fair
view of the assets, liabilities, financial
position and loss of the Company;
• the Group financial statements, which
have been prepared in accordance with
international accounting standards in
conformity with the requirements of the
Companies Act 2006, give a true and fair
view of the assets, liabilities, financial
position and loss of the Group; and
• the Directors’ Report includes a
fair review of the development and
performance of the business and the
position of the Group and Company,
together with a description of the
principal risks and uncertainties
that it faces.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Statement of disclosure of information to auditors
In the case of each Director in office at the date the Directors’ Report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit
information and to establish that the Group and Company’s auditors are aware of that information.
Signed by order of the Board
Susan Wallace
COMPANY SECRETARY
26 April 2022
Registered Office:
Tennyson House
Cambridge Business Park
Cowley Road
Cambridge
CB4 0WZ
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Corporate Governance
Streamlined Energy & Carbon Reporting
36.60
Reporting methodology
• We have recycling initiatives across our
offices including recycling our computer
equipment. We actively source and
choose recycled stationary and other
office supplies wherever possible.
• We have electric car charging points in
some of our office car parks and will be
considering hybrid vehicles as lease car
renewals come up.
Scope 1 and 2 consumption and CO2e
emission data has been calculated in
line with the 2019 UK Government
environmental reporting guidance.
The following Emission Factor
Databases consistent with the 2019 UK
Government environmental reporting
guidance have been used, utilising the
current published kWh gross calorific
value (CV) and kgCO2e emissions factors
relevant for reporting year 01/02/2021
to 31/01/2022:
Database 2021, Version 1.0.
All consumption data for 1Spatial plc was
complete for the reporting year, and as
such no estimations were required.
Intensity metrics have been calculated
utilising the 2021/2022 reportable
figures for the following metric, and
tCO2e for both individual sources and
total emissions were then divided by this
figure to determine the tCO2e per metric:
• Full time equivalents (FTE) 103
Annual reporting figures
The total consumption and emissions
figures for energy supplies reportable by
1Spatial plc.
The total emission (tCO2e) figures for
energy supplies reportable by 1Spatial
plc are as follows. Conversion factors
utilised in these calculations are detailed
in the appendix:
Consumption (kWh) and
Greenhouse Gas emissions
(tCO2e) totals
The following figures make up the
baseline reporting for 1Spatial plc, as
2021/22 is the first year that 1Spatial
plc have collated this information for
reporting purposes.
Scope 1 consumption and emissions relate
to direct combustion of natural gas, and
fuels utilised for transportation operations,
such as company vehicle fleets.
Scope 2 consumption and emissions
relate to indirect emissions relating to
the consumption of purchased electricity
in day-to-day business operations.
Scope 3 consumption and emissions
relate to emissions resulting from
sources not directly owned by the
reporting company. For 1Spatial plc,
this is related to grey fleet (business
travel undertaken in employee-owned
vehicles) only.
Totals
The total consumption (kWh) figures for
energy supplies reportable by 1Spatial
plc are as follows:
Utility and Scope
Grid-Supplied
Electricity
(Scope 2)
Gaseous and other
fuels (Scope 1)
Transportation
(Scope 1 and 3)
Total
2021/22 UK
Consumption
(kWh)
172,378
3,870
18,102
194,350
Utility and Scope
Grid-Supplied
Electricity
(Scope 2)
Gaseous and other
fuels (Scope 1)
Transportation
(Scope 1 and 3)
Total
2021/22 UK
Consumption
(tCO2e)
0.71
4.22
41.53
Intensity metric
An intensity metric of tCO2e per FTE
has been applied for the annual total
consumption of 1Spatial plc. The
methodology of the intensity metric
calculations are detailed in the appendix,
and results of this analysis is as follows:
Intensity Metric
tCO2e / FTE
2021/22 UK
Intensity
Metric
0.40
Energy efficiency initiatives
1Spatial plc is committed to year-on-
year improvements in its operational
energy efficiency.
Efficiency measures ongoing
and undertaken through
2021/22:
1Spatial plc undertake a significant
number of ESG initiatives within the
UK and across other countries. Specific
energy initiatives include:
• In some countries there are subsidies
available for using public transport or
bikes. We promote and encourage these
schemes to staff in all applicable offices.
Contents
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
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Financial Statements
Independent Auditor’s Report
to the members of 1Spatial plc
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 January
2022 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of 1Spatial plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 January 2022 which comprise the consolidated statement of comprehensive income, the consolidated and company statements
of financial position, the consolidated and company statements of changes in equity, the consolidated statement of cash flows and
the notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Obtained an understanding of the Directors’ process for producing cash forecasting models, including the inputs and
assumptions used in those models.
• Understanding and challenging the forecasts for the Group including underlining assumptions in the forecasts. This included
comparing forecast revenue and costs with historical trends and historic forecasts with actual results to consider the accuracy of
the Directors’ forecasting. We also assessed the forecast revenue against the Group’s revenue pipeline.
• Performing analysis of changes in key assumptions including a reasonably possible (but not unrealistic) reduction in forecast
revenue to understand the sensitivity in the cash flow forecasts.
• Reviewing the bank loan documents to understand the terms and repayment profile and comparing these to the Group’s forecasts.
• A review of the appropriateness of the Directors’ statements in note 2 of the financial statements as to whether it discloses
all the relevant events and assumptions made to adopt the going concern basis of accounting in preparation of the financial
statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Overview
Coverage
55% (2021: 73%) of Group profit before tax
85% (2021: 80%) of Group revenue
80% (2021: 85%) of Group total assets
Key audit matters
31 January 2022
31 January 2021
Revenue recognition
Capitalisation of development costs
Impairment of goodwill and other intangible assets
Going concern*
* Based on the Group’s current and forecast performance and our risk assessment, going concern was no longer
considered to be a key audit matter for the year ended 31 January 2022
Materiality
Group financial statements as a whole
£270,000 (2021: £246,000) based on 1% of revenue (2021: 1% of revenue)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
We instructed BDO’s member firm in France as component auditor, to perform a full scope audit of the financial information of
1Spatial France S.A.S, the significant component accounted for locally in that territory.
In addition, the Group audit team performed the following:
• Full scope audits on 1Spatial Group Limited and 1Spatial plc (Parent Company), the significant components in the UK.
• Specified audit procedures were performed over the revenue, deferred revenue, trade receivables and accrued revenue for
1Spatial Inc, a non-significant component.
• The financial information of the remaining non-significant components was reviewed for Group reporting purposes, by the Group
audit team, using analytical procedures to support the conclusions reached that there were no significant risks of material
misstatement of the aggregated financial information of these components.
This, together with additional procedures performed at Group level over the consolidation process, gave us the evidence we needed
for our opinion on the financial statements as a whole.
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a
whole. Our involvement with the component auditor included the following:
• Group instructions were issued to the component auditor detailing risks identified for the component and related audit
procedures to be performed for the financial statement areas together with the allocated component materiality threshold.
• We conducted numerous video and conference calls throughout the audit period to ensure we obtain a full understanding of the
operational activities of the component.
• We also attended the audit planning, update and clearance meetings with the component auditor and local management.
• We reviewed the work undertaken by the component auditor by reviewing their working papers as well as reviewing the summary
of work done and conclusions prepared.
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Financial Statements
Independent Auditor’s Report
continued
to the members of 1Spatial plc
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
Revenue
Recognition
Refer to note 2
and note 5
The Group derives revenue from the
sale of products and rendering of services
to customers.
These products and services are sold either
individually or in software and service bundles
and revenue is recognised at either a point in
time or over time, depending on whether the
performance obligations are distinct and when
the performance obligation is satisfied.
Further the Group also sells third party
licences and software that requires
an assessment of whether the Group
is an agent or a principal for revenue
recognition purposes.
Assessment of when a performance obligation
is distinct and satisfied can be judgemental
in nature and increases the risk in relation
to the timing of revenue recognition and the
risk that revenue could be recorded in the
incorrect period.
Risk related to allocation of the transaction
price to individual performance obligations
in a software and service bundle is subject
to assessment of the fair value of the
standalone selling price and this increases
the risk in respect of the value of revenue
to be recognised.
Revenue recognition was therefore
considered to be a key matter as a result of:
• The complexities and judgement involved in
revenue recognition as described above;
• The materiality of revenue and it being a
key performance indicator, for users of the
financial statements; and
How the scope of our audit addressed the key audit matter
Our audit procedures included the following:
We assessed whether the Group’s revenue recognition policy is
in accordance with the applicable accounting standards.
For a sample of contracts we gained an understanding of the
key terms of the contracts, assessed the appropriateness
of allocation of pricing to each performance obligation
and evaluated the recognition of revenue recognised in
accordance with the accounting policy.
For a sample of revenue recognised throughout the year, we
confirmed the existence by agreeing to source documentation
including contracts, invoices, timesheets and bank payments.
We also verified that the performance obligation had been
satisfied by agreeing to support for delivery of licence keys
and time cards for the performance of services.
We performed analytical procedures by developing an
expectation of revenue based on movements in revenue
related balances and cash receipts from the customers and
comparing to that recorded. We tested the completeness of
revenue by agreeing a sample of cash receipts from customers
to the supporting documentation and revenue recognised.
We assessed the appropriateness of agent versus principal
revenue recognition for third party licences sold with
reference to contracts with customers and suppliers and the
requirements of applicable accounting standards.
We recalculated a sample of deferred revenue balances as at
the year end to confirm accuracy of the revenue recognition.
A further sample of revenue recognised around the year end
was tested in order to identify potential cut-off issues and the
completeness of the deferred revenue balance by verifying
back to supporting documentation including underlying
contract terms and period of services rendered, to check
that revenue had been recognised in the correct period and
deferred appropriately.
• The presumed risk of fraud in revenue
recognition in relation to pressure
management may feel to achieve the
forecast results.
For licences software and services sold as a bundle, on a
sample basis we tested the allocation of the transaction price
of individual performance obligations to underlying support
for the standalone selling price.
We assessed the basis upon which performance obligations
were distinct and the revenue recognised for each material
product sold and compared this to accounting standards,
industry practice, and the Group’s specific circumstances and,
where necessary, on a sample basis we obtained corroborating
information to support delivery either over time or at a point
in time.
Key observations:
Based on the work performed we consider that revenue has
been recognised appropriately and in accordance with the
Group’s revenue recognition accounting policy.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Key audit matter
Capitalisation
of development
costs
Refer to note 2
and note 10
The Group capitalises costs in relation to
development of the software it sells to
customers. Such costs must satisfy certain
capitalisation criteria as set out in the Group’s
accounting policy in note 2 to the financial
statements and in IAS 38 Intangible Assets.
In determining which costs to capitalise
management make certain estimates in
relation to the allocations of payroll costs
between those which should be capitalised
and those which should be expensed
through the consolidated statement of
comprehensive income.
Due to the above estimates involved in relation
to the capitalisation of development costs, we
considered this to be a key audit matter.
How the scope of our audit addressed the key audit matter
Our audit procedures included the following:
• Discussions were held with the Group’s technology team to
understand the Group’s processes, procedures and material
projects in relation to development costs.
• On a sample basis, we checked the accuracy of the data
included in the calculations for capitalised costs by agreeing
to supporting documentation including employment
contracts and agreements with contractors.
• On a sample basis we traced the hours capitalised
by developer by project back to supporting timesheets
to check the accuracy of the allocation of payroll
costs capitalised.
• We considered, on a sample basis, whether the development
costs capitalised met the criteria for capitalisation under
the applicable accounting standards.
• We assessed whether for amounts previously capitalised
any indicators of impairment existed taking account of
discussions with technology team, knowledge of product
sales and any changes in usability.
• We evaluated management’s assessment of the ability of
the asset to generate future economic benefits for the
Group for each project through discussions with project
directors and technology officers and also checking revenue
is being generated from specific projects for which costs
are capitalised.
Key observations:
Based on the procedures performed, we consider the
assumptions and judgements made in the capitalisation of
development costs, to be appropriate.
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Financial Statements
Independent Auditor’s Report
continued
to the members of 1Spatial plc
Key audit matter
Impairment of
goodwill and
other intangible
assets
Refer to note 2
for accounting
policies and note
4 for accounting
estimates and
judgements,
and note 10 for
disclosures.
In order to support the carrying value of
goodwill and intangible assets, Management
performed an impairment review as at 31
January 2022 using a discounted cash flow
model to calculate value in use.
The impairment review involves judgement in
determining the cash generating units (“CGU”)
and future results and cash flows, including
forecast growth in revenues and operating
profit margins, as well as determining an
appropriate discount rate and long-term
growth rate.
As a result of the significant estimate and
judgement involved we considered this area to
be a key audit matter.
How the scope of our audit addressed the key audit matter
Our audit procedures included the following:
We checked the mechanical accuracy of the model used.
We challenged Directors’ impairment assessment, based on
our knowledge of the Group’s business and performance to
date and assessed whether it was performed in accordance
with the requirements of the applicable accounting standards.
We assessed the appropriateness of using one CGU for the
impairment analysis, based our understanding of the business
and the Group strategy.
We considered whether the discounted cash flow model
applied to value the recoverable amount of the intangibles
appropriately supports the asset value. This included a review
and challenge of the assumptions underpinning the forecasts
and the other inputs into the value in use model such as the
future revenue growth rate, the forecast cost base, working
capital and the WACC used. This included a recalculation of the
discount rate applied. Our testing included comparing forecast
revenue and costs with historical trends and comparison
historic forecasts with actual results.
We checked that the forecast figures included within the
model had been approved by the Board and these were
consistent with information obtained in other audit procedures
and the forecasts used in the going concern assessment.
We reviewed the sensitivity analysis scenarios prepared
by Management and ran our own sensitivities to evaluate
the appropriateness of management’s assessment of the
recoverability of intangibles (including goodwill).
Key observations:
Based on the audit procedures performed we found the
impairment assessment was supported by reasonable
assumptions.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements
Parent company financial statements
£
£
31 January 2022
31 January 2021
31 January 2022
31 January 2021
Materiality
270,000
246,000
175,000
159,900
Basis for determining materiality
1% of revenue
65% of the Group materiality
Rationale for the benchmark applied
Revenue has been determined to be the
most relevant performance measure
to the stakeholders of the Group given
the Directors’ current focus on revenue
growth.
1% of total assets capped at 65% of
Group materiality given the assessment
of the components’ aggregation risk.
Performance materiality
202,000
172,200
131,000
111,930
Basis for determining performance
materiality
31 January 2022: 75% (31 January 2021 : 70%) of materiality. This is based upon a
number of factors including historic adjustments identified, our understanding of
the Group and its control environment and Management’s attitude towards historic
adjustments identified.
Component materiality
We set materiality for each component of the Group based on a percentage of between 65% and 68% of Group materiality
dependent on the size and our assessment of the risk of material misstatement of that component. Component materiality
ranged from £175,000 to £184,000. In the audit of each component, we further applied performance materiality levels of
75% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was
appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £8,000 (2021:
£7,500). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
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Financial Statements
Independent Auditor’s Report
continued
to the members of 1Spatial plc
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual
Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
Matters on which we
are required to report
by exception
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and its components
and determined that the most significant laws and regulations which are directly relevant to specific assertions in the financial
statements are those that relate to the accounting frameworks, Companies Act 2006 and rules of the London Stock Exchange
for companies trading securities on AIM, data privacy and the relevant tax compliance regulations.
• We understood how the Group is complying with those frameworks by making enquiries of Management and those responsible
for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and papers provided to
the Audit Committee.
• We also reviewed the Group’s tax computations and returns and financial statements disclosures against the requirements of the
relevant tax legislation and applicable accounting frameworks respectively.
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur, by
meeting with Management to understand where they considered there was a susceptibility to fraud.
• Our audit planning identified fraud risks in relation to management override of control and risk of fraud in revenue recognition
which has been assessed as a Key Audit Matter above.
• We obtained an understanding of the processes and controls that the Group has established to address risks identified, or that
otherwise prevent, deter and detect fraud and how management monitors the processes and controls.
• We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
• In response to the risk of management override of control, our procedures included journal entry testing, with a focus on large
or unusual transactions based on our knowledge of the business which where agreed to supporting documentation where
applicable; and enquiries with Group Management and those charged with governance regarding an instances of known or
suspected fraud during the year.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Leighton Thomas (Senior Statutory Auditor)
FOR AND ON BEHALF OF BDO LLP, STATUTORY AUDITOR
London, UK
27 April 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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Financial Statements
Consolidated Statement
of Comprehensive Income
For the year ended 31 January 2022
Revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted EBITDA*
Less: depreciation
Less: depreciation on right of use asset
Less: amortisation and impairment of intangible assets
Less: share-based payment charge
Less: strategic, integration and other non-recurring items
Operating profit/(loss)
Finance income
Finance costs
Net finance cost
Profit/(loss) before tax
Income tax (charge)/credit
Profit/(loss) for the year
Profit/(loss) for the year attributable to:
Equity shareholders of the Parent
Other comprehensive (expense)/income
Items that may subsequently be reclassified to profit or loss:
Actuarial gains/(losses) arising on defined benefit pension, net of tax
Exchange differences arising on translation of net assets of foreign operations
Other comprehensive (loss)/income for the year, net of tax
Total comprehensive gain/(loss) for the year
Total comprehensive gain/(loss) attributable to the equity shareholders
of the Parent
Profit/(loss) per ordinary share attributable to the owners of the Parent
during the year (expressed in pence per ordinary share):
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Note
5
11
16
10
22
7
6(a)
8
8
8
9
18
23
23
2022
£’000
27,027
(13,078)
13,949
(13,534)
415
4,182
(198)
(989)
(2,254)
(326)
–
415
14
(209)
(195)
220
(43)
177
177
177
113
(246)
(133)
44
44
0.2
0.2
2021
£’000
24,600
(11,451)
13,149
(14,395)
(1,246)
3,632
(202)
(1,106)
(2,806)
(272)
(492)
(1,246)
39
(226)
(187)
(1,433)
308
(1,125)
(1,125)
(1,125)
(15)
148
133
(992)
(992)
(1.0)
(1.0)
* Adjusted EBITDA is a company-specific measure which is calculated as operating profit/(loss) before depreciation (including right of use asset
depreciation), amortisation and impairment of intangible assets, share-based payment charge and strategic, integration, and other non-recurring items
(see note 7)
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement
of Financial Position
As at 31 January 2022
Assets
Non-current assets
Intangible assets including goodwill
Property, plant and equipment
Right of use assets
Total non-current assets
Current assets
Trade and other receivables
Current income tax receivable
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Bank borrowings
Trade and other payables
Lease liabilities
Deferred consideration
Total current liabilities
Non-current liabilities
Bank borrowings
Lease liabilities
Deferred consideration
Defined benefit pension obligation
Deferred tax
Total non-current liabilities
Total liabilities
Net assets
Share capital and reserves
Share capital
Share premium account
Own shares held
Equity-settled employee benefits reserve
Merger reserve
Reverse acquisition reserve
Currency translation reserve
Accumulated losses
Purchase of non-controlling interest reserve
Total equity
Note
10
11
16
12
13
14
15
16
17
14
16
17
18
19
20
20
20
22
21
21
21
21
2022
£’000
15,003
350
1,747
17,100
12,271
124
5,623
18,018
35,118
(531)
(13,284)
(748)
(340)
(14,903)
(1,861)
(976)
(27)
(1,276)
(970)
(5,110)
(20,013)
15,105
20,150
30,479
(303)
3,930
16,465
(11,584)
86
(43,641)
(477)
15,105
2021
£’000
15,187
392
2,694
18,273
10,890
164
7,278
18,332
36,605
(470)
(13,418)
(925)
–
(14,813)
(2,542)
(1,743)
(390)
(1,606)
(776)
(7,057)
(21,870)
14,735
20,150
30,479
(303)
3,604
16,465
(11,584)
332
(43,931)
(477)
14,735
The financial statements on pages 66 to 103 were approved and authorised for issue by the Board on 26 April 2022 and signed on
its behalf by:
Andrew Fabian
DIRECTOR
Registered company number (England): 5429800
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Financial Statements
Consolidated Statement
of Changes in Equity
For the year ended 31 January 2022
Share
capital
Share
premium
account
Own
shares
held
Equity-
settled
employee
benefits
reserve
Merger
reserve
Reverse
acquisition
reserve
Currency
translation
reserve
Purchase
of non-
controlling
interest
reserve
Accumulated
losses
Total
equity
20,150 30,479
(303)
3,332 16,465
(11,584)
184
(477)
(42,791) 15,455
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
272
272
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
148
148
148
–
–
–
–
–
–
–
–
–
(1,125)
(1,125)
(15)
(15)
–
148
(15)
133
(1,140)
(992)
–
–
272
272
20,150 30,479
(303)
3,604 16,465
(11,584)
332
(477)
(43,931) 14,735
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
326
326
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(246)
(246)
(246)
–
–
–
–
–
–
–
–
–
177
177
113
113
–
(246)
113
(133)
290
44
–
–
326
326
20,150 30,479
(303)
3,930 16,465
(11,584)
86
(477)
(43,641)
15,105
£’000
Balance at
31 January 2020
Comprehensive loss
Loss for the year
Other comprehensive
loss
Actuarial gains arising on
defined benefit pension
Exchange differences
on translating foreign
operations
Total other comprehensive
(loss)/income
Total comprehensive loss
Transactions with owners
Recognition of share-
based payment expense
Balance at
31 January 2021
Comprehensive
profit/(loss)
Profit for the year
Other comprehensive
income/(loss)
Actuarial gains arising on
defined benefit pension
Exchange differences
on translating foreign
operations
Total other comprehensive
(loss)/income
Total comprehensive
(loss)/income
Transactions with owners
Recognition of share-
based payment expense
Balance at
31 January 2022
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement
of Cash Flows
For the year ended 31 January 2022
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Tax paid
Tax received
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Expenditure on development costs and other intangibles
Net cash used in investing activities
Cash flows from financing activities
New borrowings
Repayment of borrowings
Repayment of lease obligations
Payment of deferred consideration on acquisition
Net cash used in financing activities
Note
13 (a)
11
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16
17
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at start of year
Effects of foreign exchange on cash and cash equivalents
Cash and cash equivalents at end of year
13 (b)
2022
£’000
2,497
12
(146)
(24)
200
2,539
(164)
(2,449)
(2,613)
–
(423)
(1,088)
–
(1,511)
(1,585)
7,278
(70)
5,623
2021
£’000
3,983
39
(218)
–
484
4,288
(192)
(2,120)
(2,312)
1,800
(146)
(1,069)
(585)
–
1,976
5,108
194
7,278
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Financial Statements
Notes to the Financial Statements
For the year ended 31 January 2022
1. General information
The consolidated financial statements for the year ended 31 January 2022 comprise 1Spatial plc (‘the Company’) and its
subsidiaries (together ‘the Group’).
The principal activities of the Company and its subsidiaries are described within the Directors’ report on page 52.
The Company is a public limited company whose shares are listed on the AIM London Stock Exchange and is incorporated and
domiciled in the United Kingdom. The address of its registered office is Tennyson House, Cambridge Business Park, Cowley Road,
Cambridge, Cambridgeshire, England, CB4 0WZ.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
These policies have been applied consistently throughout the year except where otherwise indicated.
Basis of preparation
The consolidated financial statements of 1Spatial plc have been prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006. The “requirements of the Companies Act 2006” here means
accounts being prepared in accordance with “international accounting standards” as defined in section 474(1) of that Act, as it
applied immediately before IP completion day (end of transition period), including where the company also makes use of standards
which have been adopted for use within the United Kingdom in accordance with regulation 1(5) of the International Accounting
Standards and European Public Limited Liability Company (Amendment etc.) (EU Exit) Regulations 2019. The consolidated financial
statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement and complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements are disclosed in note 4.
Going concern
The Board used as its basis for the going concern review the budget for the FY23 year, rolled out to 31 July 2023 using part of its
forecast for FY 2024, so that a full 12-month period from the date of signing the FY22 Annual Report and Accounts is considered. Due
to the uncertainty from potential macro-economic impacts, in addition to applying the normal sensitivities to cash flows, the going
concern review also included a reverse-stress test to demonstrate that even if new business and renewals are severely impacted by
further pandemic lockdowns, or global knock-on impacts from the war in Ukraine, the finances of the Group are in a robust position.
The year ended 31 January 2022 saw a record year for new business, including signing the two highest value contracts in the Group’s
history, and there was a strong performance in all regions. In addition, FY 2022 was a year of increased revenue, double-digit growth
in recurring revenue, and increased adjusted EBITDA*, with an operating cash conversion of around 60%. Furthermore, ARR increased
to £13.4m and committed service revenue increased to £12.5m. Whilst a small proportion of this revenue will fall into FY 2024 and
future years, the majority is expected to result in revenue in FY 2023. We have therefore entered the new year with a record level of
contracted future revenue, a wide range of customers in stable industry segments of Government, Utilities and Transport and growing
proof of delivery in all regions. This provides a solid financial foundation for the achievement of the current year’s revenue target.
The operating cash flow was positive but was impacted by working capital requirements on larger projects and the decision to
invest in growing the business for the longer term. The Group started the current financial year on 1 February 2022 with cash of
£5.6m and debt of £2.4m, giving net funds (before lease liabilities) of £3.2m.
The growth of the pipeline of new business opportunities, and accelerated win rate in recent months, provides the Board with
confidence that 1Spatial is on a path of further profitable growth. The Board has concluded, after reviewing the work performed and
detailed above, that the Group has adequate resources to continue in operation for at least 12 months from the date of approval of
the financial statements. Accordingly, they have adopted the going concern basis in preparing these financial statements.
Audit exemption
Subsidiary undertaking 1Spatial Holdings Limited has claimed the audit exemption under Companies Act 2006 Section 479A with
respect to the year ended 31 January 2022. The Group parent company, 1Spatial plc, has given a statement of guarantee under
Companies Act 2006 Section 479C, whereby 1Spatial plc will guarantee all outstanding liabilities to which the subsidiary company
is subject as at 31 January 2022. In addition, Aon Spásúil Limited has claimed the audit exemption under Irish Companies Act 2014
section 357 with respect to the year ended 31 January 2022. The Group Parent Company, 1Spatial plc has given a statement of
guarantee whereby it will guarantee all outstanding liabilities to which Aon Spásúil Limited is subject to at 31 January 2022.
Members’ Voluntary Liquidation
Subsidiaries Storage Fusion Limited and Sitemap Ltd were placed into members’ voluntary liquidation on 16 December 2020 and
were subsequently dissolved on 14 December 2021. Both businesses have been dormant in the year and the prior year.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Adoption of new and revised International Financial Reporting Standards (IFRSs)
The accounting policies adopted in these consolidated financial statements are consistent with those of the annual financial
statements for the year ended 31 January 2021.
(i) New standards, amendments and interpretations affecting amounts reported in the financial statements
There were no new standards, amendments or interpretations to existing standards having an impact on the financial statements
that have been published and that are mandatory for the Group’s accounting periods beginning on or before 1 February 2022, or
later periods, and therefore none have been adopted early.
(ii) New standards, amendments and interpretations issued but not effective for the financial year beginning
1 February 2022 and not adopted early
Certain new accounting standards and interpretations have been published that are not mandatory for financial years ended 31
January 2023 and have not been early adopted by the Group. These are:
• IAS 37 (Amendment Onerous Contracts – Cost of Fulfilling a Contract)
• Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41)
• Definition of Accounting Estimates (Amendments to IAS 8)
• Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
• Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
These standards are not expected to have a material impact on the entity in the current or future reporting periods and on
foreseeable future transactions.
Basis of consolidation
The results and net assets of all subsidiary undertakings acquired are included in the statement of comprehensive income and
consolidated statement of financial position using the purchase method of accounting from the effective date at which control
is obtained by the Group. Subsidiary undertakings cease to be consolidated from the date at which the Group no longer retains
control, or from the date that the subsidiary is classified within disposal groups held for sale. 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. All intercompany balances and transactions are eliminated in full. Accounting policies of
subsidiaries are changed where necessary to ensure consistent policies across the Group.
Fair value measurements
The disclosures in IFRS 13 must be made separately for each class of assets and liabilities. Appropriate classes of assets and
liabilities are determined by considering the nature, characteristics and risks of the asset or liability, and the level of the fair value
hierarchy within which the fair value measurement is categorised.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The cost of an acquisition is measured
as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Where
there is deferred consideration payable in cash, the amount is discounted to its present value. The fair value of deferred cash
consideration is included within the Group’s financial statements as a liability.
Where there is deferred consideration payable in shares (and it is a fixed number of shares), the consideration is accounted for as equity
to be issued. Where there is deferred consideration payable in shares (and it is a fixed value payable in shares), the amount is discounted
to its present value and the fair value of deferred consideration is included within the Group’s financial statements as a liability.
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 excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired,
the difference is recognised directly in the statement of comprehensive income. Acquisition related costs are expensed as incurred.
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is
as transactions with owners in their capacity as owners. The difference between the fair value of any consideration paid and the
relevant share acquired of the carrying value of net assets of the subsidiary is regarded as equity.
Where a business combination is achieved in a series of transactions, the business combination’s cost is the aggregate of the fair
values of the assets given, liabilities assumed and equity instruments issued by the acquirer at the date of each transaction in
the series. The previously held interest is re-measured to fair value at the acquisition date, and a gain or loss is recognised in the
statement of comprehensive income.
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Financial Statements
2. Summary of significant accounting policies continued
Disposal of subsidiaries
The date of disposal of a subsidiary is the date on which control passes. The consolidated statement of comprehensive income
includes the results of a subsidiary up to the date of disposal; the gain or loss on disposal is the difference between (a) the carrying
amount of the net assets plus any attributable goodwill and amounts accumulated in other comprehensive income; and (b) the
proceeds of sale.
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 has been identified as the Board of Directors which makes the Group’s strategic decisions.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of 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 statements are presented in UK
sterling which is the Company’s functional and presentation currency. Foreign currency adjustments arise on translating the
overseas subsidiaries into the Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income in the period in which they arise.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
ii) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the rate on the dates of the transactions); and
iii) all resulting exchange differences are recognised as a separate component of equity.
(d) Goodwill and intangibles
Goodwill and intangibles adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the closing rate.
Revenue recognition
Revenue has been recognised in the year ended 31 January 2022 by applying IFRS 15, the policies adopted are set out below.
Revenue comprises the fair value of the consideration received or receivable for software licences, support and maintenance,
professional services (including distinct software development services) in the ordinary course of the Group’s activities. The
consideration is allocated between the individual performance obligations in a contract, and revenue is recognised when the
associated performance obligations are satisfied.
Revenue is allocated to the various performance obligations on a relative stand-alone selling price (“SSP”) basis. The Group utilises
available data points based on relevant historical transactions, to establish the observable stand-alone selling prices to be used in
allocating transaction consideration. For observable stand-alone sales a reasonable range of prices will be determined to represent
the stand-alone selling price of that performance obligation. For performance obligations where observable stand-alone sales are
not available, SSP will be estimated using the following methods in the order set out below:
• Market price
• Expected cost plus a margin
• Residual approach
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Revenue for each of the Group’s different performance obligations and how it is recognised is set out below.
Recurring revenue
Software licences
Fixed term software licence revenue is the sale of right to use the software and is recognised when the software is made available
to the customer (i.e. when control of the asset is transferred and the performance obligation is satisfied). Licence revenue is
considered right to use as the customer receives the right to download and use the software. Fixed term licence contracts are
typically sold on twelve month terms and subject to annual renewal.
SaaS arrangements where customers access the functionality of a hosted software over the contract period without taking
possession of the software are deemed right of access. As such, the performance obligations are provided evenly over a defined
term and the Group recognises revenue over the period in which the subscriptions are provided as the service is delivered,
generally on a straight-line basis.
Support and maintenance
Where the support and maintenance is sold for a fixed term and there is a continuing performance obligation, revenue is recognised
over the term of the agreement on a straight-line basis.
Where fees for support and maintenance are bundled with the licence fee, the transaction price is allocated to the distinct
performance obligations with revenue recognised when the performance obligation has been met. In order to determine the
allocation to the distinct elements, reference is made to market price or where there is no market price, the estimated standalone
selling price for that performance obligation.
Services
Professional services
Revenue is recognised based upon stage of completion of the services project or where there are a series of distinct milestones,
to the completion of that element of the overall services project. The stage of completion is based on a percentage of completion
basis, as determined by the percentage of labour costs incurred to date compared to the total estimated labour costs of a contract.
The nature of some contracts in our European operations means the licence and implementation services are effectively part
of a bundled transaction and in those cases the revenue for the licence is recognised on a pro-rata basis to the service revenue
recognition, given that the customer is able to assume the benefits of the licences as the services are rendered.
Software development services
Revenue is recognised over time based upon stage of completion of the software project. The percentage of completion of the project
is arrived at by a considered objective review as to the work that has been carried out, against that which is yet to be completed,
to allow the project to be delivered to the customer. These reviews are carried out throughout the project. Where the Group has an
enforceable right to payment for performance to date, revenue is recognised using an input method based on costs incurred as a
proportion of total costs expected to be incurred. Where there is no enforceable right to payment for performance to date, revenue is
recognised based on an output method based on contract milestones achieved. Any costs relating to the element of the project not
yet being recognised as revenue are deferred, until the associated revenue is recognised, and included within other receivables.
Non-recurring revenue
Perpetual licences
Non-recurring perpetual software licences revenue is the sale of right to use the software and the term is undefined. Non-recurring
perpetual software licences revenue is recognised when the software is made available to the customer (i.e. when control of the asset is
transferred and the performance obligation is satisfied). Licence revenue is considered right to use as the customer receives the right to
download and use the software. This revenue is expected to transition in time to being part of recurring term or subscription licences.
Principal versus agent considerations
When the Group is involved in providing other party’s products to a customer, the Group determines whether it is a principal or an
agent for each specified good or service promised to the customer. A specified good or service is a distinct good or service (or a
distinct bundle of goods or services) to be provided to the customer. To determine the nature of its promise, the Group shall:
• identify the specified goods or services to be provided to the customer (which, for example, could be a right to a good or service
to be provided by another party); and
• assess whether it controls each specified good or service before that good or service is transferred to the customer. The Group
is a principal if it controls the specified good or service before that good or service is transferred to a customer. The following
factors are considered in the analysis:
– The entity which is primarily responsible for fulfilling the promise to provide the specified product.
– If the Group has inventory risk before the specified good or service has been transferred to a customer, or after transfer of
control to the customer.
• The Group has discretion in establishing the prices for the specified product.
The Group acts as principal when we control the specified good or service prior to transfer, with on-going obligations to deliver the
services, the revenue would be recognised over time. Where the Group acts as principal, the Group has determined the recognition
of revenue for perpetual licences is point in time whilst for support and maintenance it is recognised over time due to the on-going
obligations to deliver the support and maintenance.
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Financial Statements
2. Summary of significant accounting policies continued
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that discounts the estimated future cash receipts through the expected life of the financial asset to that asset’s
net carrying amount.
Government grants
Government grants and other assistance are accounted for under IAS 20 Accounting for Government Grants and Disclosure of
Government Assistance. A government grant is recognised only when there is reasonable assurance that (a) the entity will comply
with any conditions attached to the grant and (b) the grant will be or has been received. The grant is recognised as income over the
period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis.
Assistance in the form of bank loans backed by government support that may be forgiven if certain conditions are met are initially
recorded as loans. When the conditions for forgiveness are met, or there is reasonable assurance that the conditions will be met,
the grant is credited to the profit and loss.
Deferred costs and deferred revenues
To the extent that the cost and revenue recognition differs from the contractual billing terms, costs are included in other
receivables and revenue is included in contract assets or contract liabilities. Incremental costs of obtaining a contract and costs to
fulfil a contract are included within other receivables if they are expected to be recovered. The costs are amortised on a systematic
basis consistent with the expected pattern of the transfer of services under the contract.
Strategic, integration and other non-recurring items
The Group incurs costs from certain strategic, integration and other non-recurring items, e.g. acquisition costs, compromise
agreements and redundancy payments. Management has disclosed these separately to enable a greater understanding of the
underlying results of the trading business so that the underlying run rate of the businesses can be established and compared on a
like-for-like basis each year.
The policy of the Group is to separately disclose the following:
• Strategic costs, e.g. costs of due diligence on acquisitions which cannot be capitalised under IFRS 3 (revised) and costs of other
strategic items such as aborted due diligence costs.
• Integration costs, such as bonuses, duplicated costs, or redundancy and compromise payment costs.
• Non-recurring items that will impact the underlying profitability of the business.
Adjusted EBITDA is the profit before the impact before interest, tax, depreciation (including right of use asset depreciation),
amortisation and impairment of intangible assets, strategic, integration and other non-recurring items and the share-based
payment charge.
Adjusted EBITDA is a non-GAAP measure and is used as an alternative performance measure on the basis that it assists the reader
in a better understanding of the underlying profitability and cash generation of the business. Share based payments are excluded
on the basis that they are non-cash charges and are added back in the net assets.
As these are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Group’s definition of
these non-GAAP measures may not be comparable to other similarly titled measures reported by other companies.
Current and deferred income tax
The tax charge for the year comprises current and deferred tax. Tax is recognised in the profit or loss, except to the extent that
it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities,
based on tax rates and laws that are enacted or substantively enacted by the reporting date. Taxable profit differs from profit/(loss)
as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilised.
A deferred tax liability is provided on intangible assets acquired as part of a business combination. This results in an increase in
residual goodwill by the same amount. This liability has been recognised in accordance with IAS12.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realised, based on tax rates and laws that have been enacted or substantively enacted by the end of
the financial year. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of the financial year, to recover or settle that carrying amount of its
assets and liabilities.
R&D tax credits
Companies within the Group may be entitled to claim special tax allowances in relation to qualifying research and development
expenditure, e.g. R&D tax credits. The Group accounts for such allowances as tax credits which means they are recognised when
it is probable that the benefit will flow to the Group and that the benefit can be reliably measured. R&D tax credits reduce current
tax expense and, to the extent the amounts are due in respect of them and not settled by the statement of financial position date,
reduce current tax payable.
Intangible assets
(a) Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired. Goodwill represents the
excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary
at the date of acquisition. If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets
exceeds the sum of the consideration transferred, the excess is recognised immediately in profit and loss as a bargain purchase
gain. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Any impairment is
charged to the statement of comprehensive income and is not reversed. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of
impairment testing. The allocation is made to those CGUs that are expected to benefit from the business combination in which the
goodwill arose, identified according to the operating segment.
(b) Other intangible assets
Other intangible assets are carried at cost less accumulated amortisation and impairment losses.
An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises
from contractual or other legal rights and its fair value can be measured reliably.
Expenditure on internally developed intangible assets, excluding development costs, is taken to the statement of comprehensive
income in the year in which it is incurred. Development expenditure is recognised as an intangible asset only if all of the following
conditions are met: an asset is created that can be identified; it is probable that the asset created will generate future economic
benefits; it is technically feasible that the asset can be completed so that it will be available for use or sale and there are sufficient
available resources to complete it; and the development costs can be measured reliably. The types of costs capitalised include
employee costs and subcontractor costs directly associated with development activity.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date
when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be
recognised, development expenditure is recognised in the statement of comprehensive income in the period in which it is incurred.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.
Subsequent to initial recognition, internally generated intangible assets are reported at cost less amortisation and accumulated
impairment losses. Internally generated intangible assets consist of development costs.
Amortisation is charged to profit or loss. Intangible assets with a finite life are amortised on a straight-line basis over their expected
useful lives, as follows:
Brands
Customer and related contracts
Software and intellectual property
Development costs
Website costs
5 to 15 years
5 to 15 years
3 to 10 years
2 to 5 years
3 years
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2. Summary of significant accounting policies continued
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation. These are tested annually for
impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value
less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal of the impairment at each reporting date.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original
purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Depreciation is provided at rates calculated to write off the cost or valuation of property, plant and equipment, less their estimated
residual value over their expected useful lives on the following basis:
Leasehold property improvements
straight line over period of lease
Motor vehicles
25% to 33% per annum – straight line
Fixtures, fittings and equipment
20% to 33% per annum – straight line
Right of use assets
straight line over period of lease
The Directors annually review the residual value and estimated useful lives of the property, plant and equipment.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in administrative expenses.
Leases
IFRS 16 requires lessees to recognise a lease liability that reflects future lease payments and a “right-of-use asset” in all lease
contracts within scope. IFRS 16 exempts lessees in short-term leases or when underlying asset has a low value.
The Group has elected to apply the practical expedient and not to recognise right-of-use assets and lease liabilities for leases with
low-value assets only. The lease payments associated with these leases is recognised as an expense on a straight-line basis over
the lease term.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease based on whether the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group has elected to apply the practical expedient to account for each lease component and any non-lease components as a
single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The lease liability is initially measured at the present value of the following lease payments:
• Fixed payments
• Variable payments that are based on index or rate
• The exercise price of an extension or purchase option if reasonably certain to be exercised
• Payment of penalties for terminating the lease, if a termination option is reasonably certain to be exercised
The lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities was 4.2%.
The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets
are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method.
The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option.
In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount
expected to be payable. A corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Extension and termination options exist in both the UK and French office building leases. These terms are used to maximise
operational flexibility in terms of managing contracts. In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension
options are only included in the lease term if the lease is reasonably certain to be extended. The assessment of whether the Group
is reasonably certain to exercise an extension option is reviewed if a significant event or a significant change in circumstances
occurs which affects this assessment and is within the control of the Group.
Non-current assets or disposal groups classified as held for sale
Non-current assets or disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less
costs to sell.
Non-current assets or disposal groups are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. The condition is regarded as met only when the sale is highly probable and the
asset is available for immediate sale in its present condition. Management must be committed to the sale which should be expected
to qualify for recognition as a completed sale within one year from the date of the classification.
Financial assets
The Group’s financial assets comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the statement of
financial position.
(a) Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is
expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are initially recognised at fair value and subsequently held at amortised cost, less provision for impairment.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss. The Group has utilised the
simplified approach to measuring credit losses, using a lifetime expected loss allowance for all trade receivables and contract
assets. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the
allowance account are recognised in profit or loss.
(b) Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise readily accessible cash at bank and in hand. Bank
accounts held which have an original maturity of more than three months, or which are subject to significant restrictions over
access, are not presented as cash and cash equivalents. Such amounts are shown separately as short-term investments or
other financial assets with appropriate disclosure of the related terms.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
Financial liabilities
The Group classifies its financial liabilities as ‘trade and other payables’ and ‘borrowings’ according to the substance of the
contractual arrangements entered into.
(a) Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within 12 months or less.
If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
(b) Borrowings
All borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition,
borrowings are subsequently measured at amortised cost; any difference between the proceeds and the redemption value is
recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of a liability for
at least 12 months after the reporting date.
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2. Summary of significant accounting policies continued
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
statement of financial position date, taking into account the risks and uncertainties surrounding the obligation.
(a) Restructurings
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and
has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or
announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct
expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring
and not associated with the ongoing activities of the entity.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares, share options or share
warrants are shown in equity as a deduction, net of tax, from the proceeds.
Employee benefits
(a) Pensions
The Group operates various post-employment schemes, including both defined benefit and defined contribution pension plans.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The
Group 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 service in the current and prior periods. A defined benefit plan is a pension plan
that is not a defined contribution plan.
The defined benefit plan defines an amount of pension benefit that an employee will receive on retirement, dependent on
factors such as age, years of service and compensation.
The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value
of the defined benefit obligation at the end of the reporting period (there are no plan assets). The defined benefit obligation is
calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit
obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds
that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the
terms of the related pension obligation.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged
or credited to shareholders’ funds in other comprehensive income in the period in which they arise. The amount charged or
credited to finance costs is a net interest amount calculated by applying the liability discount rate to the net defined benefit
liability. Past-service costs are recognised immediately in the statement of comprehensive income.
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis. The Group 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 a reduction in the future payments is available.
(b) Share-based payments
The Group operates a number of equity-settled, share-based payment compensation plans, under which the entity receives
services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee service
received in exchange for the grant of the options is recognised as an expense over the vesting period. The total amount to be
expensed over the vesting period is determined by reference to the fair value of the options granted, including any market-
based performance conditions (for example, the Company’s share price), but excluding the impact of any service and non-
market performance vesting conditions (for example, profitability targets). Non-market vesting conditions are included in
assumptions about the number of options that are expected to vest. At each reporting date, the entity revises its estimates of
the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the
revision to original estimates, if any, in the statement of comprehensive income, a corresponding adjustment to equity.
Where options are exercised, the Company issues new shares. The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
If a granted option is cancelled and regranted the increase in fair value of the granted option measured immediately before and
after the cancellation and regrant is added to the value of the employee’s service received in exchange for the grant
If an option is cancelled this is accounted for as an acceleration of the vesting period and any amount unrecognised is
recognised immediately.
(c) Other
Wages, salaries and social contributions, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in
the year in which the associated services are rendered by the employees of the Group.
3. Financial instruments
Financial assets and financial liabilities
The Group holds the following financial instruments:
Financial assets held at amortised cost
Trade and other receivables *
Cash and cash equivalents
Financial liabilities (amortised cost)
Bank borrowings
Trade and other payables **
At 31 January 2022
£’000
At 31 January 2021
£’000
11,188
5,623
16,811
2,392
4,686
7,078
9,393
7,278
16,671
3,012
3,773
6,785
*
excluding prepayments and VAT and costs incurred to fulfil or obtain a contract
** excluding contract liabilities as there is no obligation to pay cash. This also excludes statutory liabilities such as other taxation and social security
Financial risk factors
The Group’s activities expose it to a variety of financial risks: foreign currency risk, market risk (including cash flow and fair value
interest rate risk), credit risk, liquidity risk and capital risk.
Risk management is carried out by the finance team under policies approved by the Board of Directors. The Board provides
principles for overall risk management, as well as policies covering specific areas, such as interest rate risk, credit risk, foreign
exchange risk and use of derivative financial instruments and non-derivative financial instruments.
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. Foreign
exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that
is not the entity’s functional currency.
During the year, the Group had operating subsidiaries in Australia, the United States, Belgium, France, Tunisia and Ireland,
whose revenues and expenses are denominated in Australian dollars, US dollars, euros or Tunisian dinars.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting year are as follows (CU being Currency Unit):
Euros
Australian dollars
US dollars
Canadian dollars
Moroccan dirham
Tunisian dinar
At 31 January 2022
£’000
At 31 January 2021
£’000
At 31 January 2022
CU’000
At 31 January 2021
CU’000
Monetary assets
1,420
294
1,204
8
128
224
3,278
2,441
373
1,056
4
158
141
4,173
1,704
561
1,617
15
1,554
869
2,754
668
1,447
7
1,925
523
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3. Financial instruments continued
Financial risk factors continued
(a) Foreign currency risk continued
The following table details the Group’s sensitivity to a 10% strengthening of the currency unit (CU) against sterling. The
sensitivity adjusts their translation at the year end. 10% represents management’s assessment of the reasonably possible
movement in exchange rates.
Australian dollar currency impact
Euro
currency impact
US dollar
currency impact
At 31 January 2022
£’000
At 31 January 2021
£’000
At 31 January 2022
£’000
At 31 January 2021
£’000
At 31 January 2022
£’000
At 31 January 2021
£’000
Gain/(loss)
Net assets/(liabilities)
36
(46)
31
(85)
8
672
(45)
570
169
484
32
414
(b) Cash flow and interest rate risk
The Group’s exposure to interest rate risk relates primarily to its bank loans in 1Spatial France totalling £2.4m at the year-end
(2021: £3.0m). Bank loan interest is charged on a fixed rate basis with interest rates ranging between 0% and 3.1%. Given the
magnitude of the bank loans and low interest rates that range between 0% and 3.1%, the Board does not consider it appropriate
to hedge the interest rate risk.
There is no interest on trade and other payables at 31 January 2022 (2021: nil).
Sensitivity analysis
The Group does not consider the cash flow and fair value interest rate risk to be significant. Should substantial debt be put in
place in the future with variable interest rates, the Board will consider whether it would be appropriate to hedge the cash flow and
interest rate risk. However, no such instrument has been taken out in the current or prior year. The Board will continue to keep this
position under review.
Financial assets
Cash and cash equivalents
Financial liabilities
Bank borrowings
Cash and cash equivalents
Sterling
Euros
Australian dollars
US dollars
Tunisian dinar
Moroccan dirham
Bank borrowings
Sterling
Euros
US dollars
At 31 January 2022
£’000
At 31 January 2021
£’000
5,623
7,278
(2,392)
(3,012)
At 31 January 2022
£’000
At 31 January 2021
£’000
At 31 January 2022
CU’000
At 31 January 2021
CU’000
2,709
1,573
406
621
268
46
5,623
–
2,392
–
2,392
3,329
2,918
399
469
141
22
7,278
–
3,012
–
3,012
2,709
1,888
774
834
1,044
557
–
2,870
–
3,329
3,293
715
642
523
271
–
3,399
–
Cash and cash equivalents are placed upon deposit at the best market rates available (subject to the Group’s credit risk policy
below) should an excess above that required for working capital be held.
Other financial assets comprise trade receivables and other receivables as detailed in note 12.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
(c) Credit risk
Credit risk is managed by the trading entities. Credit risk arises from exposure to outstanding customer receivables. Credit
checking is used; however, if there is no independent rating, management will assess the credit quality of the customer, taking
into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external
ratings in accordance with limits set by the Board. Credit risk also arises from cash and cash equivalents with banks and
financial institutions.
The table below shows the ageing of customer receivables at the reporting date (shown net of provision for impairment). Refer
to note 12 for further details.
Current
Up to 3 months overdue
3 to 6 months overdue
6 to 12 months overdue
> 12 months overdue
(d) Liquidity risk
2022
£’000
3,650
849
237
34
100
4,870
2021
£’000
3,537
1,385
145
258
202
5,527
Liquidity is managed so that sufficient funds are maintained to support the ongoing strategic and trading activities of the
Group. Management monitors rolling forecasts of the Group’s expected cash flow. The detailed forecasting is carried out at local
level in the operating companies of the Group. This is combined into a Group cash flow forecast.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the
statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
At 31 January 2022
Bank borrowings
Trade and other payables*
Lease liabilities
At 31 January 2021
Bank borrowings
Trade and other payables*
Lease liabilities
Less than one year
£’000
Between
one and two years
£’000
Between
two and five years
£’000
531
4,870
748
6,149
624
–
506
1,130
1,237
–
470
1,707
Less than one year
£’000
Between
one and two years
£’000
Between
two and five years
£’000
470
4,051
925
5,446
515
–
990
1,505
2,027
–
753
2,780
* Excludes contract liabilities as it is not a financial liability as there is no obligation to pay cash. This also excludes statutory liabilities such as other
taxation and social security.
(e) Capital risk
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets/businesses to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net funds/(debt) divided by total capital.
Net funds are calculated as cash and cash equivalents less total borrowings (including ‘current and non-current borrowings’ as
shown in the consolidated statement of financial position and excluding lease liabilities). Total capital is calculated as ‘equity’ as
shown in the consolidated statement of financial position plus net debt.
During the year ended 31 January 2022, the Group’s strategy, which is unchanged from the previous year, was to maintain the
gearing ratio below 50% and this has been maintained.
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4. Significant accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates 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.
Impairment of goodwill and other intangible assets
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy. Management
considers that it has only one cash generating unit as the business is managed under one global strategy. The recoverable amounts
of its cash-generating unit has been determined based on value in use. Management has also had to make significant estimates
when putting together the budgets and projections and in determining an appropriate discount rate, which are used in the value in
use calculations. These calculations require the use of estimates as further detailed in note 10.
Capitalisation of development expenditure
Management has to make judgements as to whether development expenditure has met the criteria for capitalisation or whether it
should be expensed in the year. Development expenditure is capitalised only after its reliable measurement, technical feasibility
and commercial viability can be demonstrated. In addition, estimates are made in relation to the impairment of capitalised
expenditure based on the projected revenues and margins to be earned from the related products.
In order to assess the commercial viability of the development of future solutions, management assess the potential market for the
service and estimate the net present value of cash flows from the potential offering against the cost of development. Only if the
return on investment is above a minimum level set by the Board will the development be internally approved to proceed.
Other estimates and assumptions include:
• Revenue recognition, namely allocation of consideration to different performance obligations
• Number of share options that will vest under share options schemes
• Defined benefit pension scheme (see note 18)
These areas of estimates and judgements are not considered significant on the basis that judgement and estimate methods used
have not materially altered year on year and they have not materially affected the reported numbers. The assumptions used are
also not considered to be materially uncertain. Estimates and judgements are made with reference to the Group’s accounting
policies and relevant financial reporting standards.
5. Segmental information
The chief operating decision-maker has been identified as the Board of Directors, which makes the Group’s strategic decisions. The
Group is now focused on developing and selling repeatable solutions and recurring term licences globally, with associated support
services. As such, the Board considers that the Group operates with only one segment and one CGU under one global strategy and
the results are accordingly presented as Group results only.
The following table provides an analysis of the Group’s revenue by type.
Revenue by type
Term licences
Support and maintenance – own
Support and maintenance – third party
Recurring revenue
Services
Perpetual licences – own
Perpetual licences – third party
Total revenue
2022
£’000
2,940
7,350
1,890
12,180
12,357
800
1,690
27,027
2021
£’000
1,100
7,800
1,700
10,600
11,100
1,400
1,500
24,600
The Group’s operations are located in the United Kingdom, Europe (Ireland, France and Belgium) the United States, Tunisia and
Australia. The following table provides an analysis of the Group’s revenue by geographical destination.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Revenue by region
UK
Europe
US
Rest of World
Total revenue
2022
£’000
8,903
11,583
3,721
2,820
27,027
2021
£’000
7,160
11,460
2,908
3,072
24,600
The Board assesses the performance of the Group based on a measure of adjusted EBITDA. Adjusted EBITDA is a company-specific
measure which is calculated as operating loss before depreciation (including right of use asset depreciation), amortisation and
impairment of intangible assets, share-based payment charge and strategic, integration, and other non-recurring items (see note 7).
As these are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Group’s definition of
these non-GAAP measures may not be comparable to other similarly titled measures reported by other companies.
The following table provides an analysis of the Group’s revenue by country of domicile, split by whether the revenue is recognised
at a point in time or over time.
UK/Ireland
At a point in time
Over time
Europe
At a point in time
Over time
United States
At a point in time
Over time
Australia
At a point in time
Over time
2022
£’000
9,926
2,257
7,669
10,875
1,796
9,079
3,721
1,286
2,435
2,505
1,040
1,465
27,027
2021
£’000
8,443
1,081
7,362
11,150
1,687
9,463
2,908
987
1,921
2,099
742
1,357
24,600
As at 31 January 2022, costs to obtain and fulfil a contract of £169,000 were included in other receivables (2021: £197,000).
Amortisation of costs to obtain and fulfil a contract for the year ended 31 January 2022 were £54,000 (2021: £109,000). The
Group has no significant concentration risk with no major customers representing more than 10% of Group revenue (2021: nil).
The Group has significant contract balances (both assets and liabilities), which arise out of the ordinary course of its operations.
Contract assets include accrued income, which arises where chargeable work is performed, and the revenue is recognised based
upon satisfaction of performance obligations in advance of invoicing the client. This can arise because, particularly for some larger
projects, client invoicing may be in stages and linked to project milestones. Once an invoice is raised then the related accrued
income will be reduced by the invoiced amount. Further information can be found in note 12.
Significant contract liabilities arise when a client has been invoiced annually in advance (for example, for annual support and
maintenance contracts) and the revenue is recognised on a monthly basis over the year. In that case, the initial invoiced amount is
fully deferred and then released to the profit and loss over the course of the contract. Further information can be found in note 15.
The following table provides an analysis of the Group’s non-current assets by location.
UK/Ireland
Europe
United States
Rest of World
Total
2022
£’000
6,800
7,645
2,650
5
17,100
2021
£’000
6,772
8,741
2,755
5
18,273
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6. (a) Operating profit/(loss)
Operating profit/(loss) is stated after charging:
Wages and salaries
Social security costs
Other pension costs
Share-based payment charge
Staff costs including Executive Directors
Depreciation of property, plant and equipment – owned assets
Lease depreciation
Amortisation and impairment of intangible assets
Net foreign exchange losses/(gains)
Short-term lease payments
Research costs
Government grants credit
Auditors’ remuneration:
Fees payable to the Company’s auditors and its associates for the audit of the parent
company and consolidated financial statements
Fees payable to the Company’s auditors and its associates for other services:
• The audit of the Company’s subsidiaries
• Other Services
2022
£’000
12,838
2,209
1,128
326
16,501
198
989
2,254
197
43
1,049
–
176
15
12
2021
£’000
12,177
2,207
941
272
15,597
202
1,106
2,806
(184)
61
2,164
(346)
169
15
16
The conditions related to the government grant credit (shown above) included spending the support only on specifically allowable
items and ensuring a minimum percentage was spent on salaries of employees. Where these criteria were met, or there was a
reasonable assurance that the conditions would be met, the grant was credited to the profit and loss.
6. (b) Average monthly number of personnel employed (including Executive Directors)
Software developers
Consulting
Sales and marketing
Administration
Support
Directors
2022
Number
2021
Number
118
91
41
29
15
2
296
121
76
40
32
15
2
286
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
6. (c) Directors’ emoluments
Details of individual Executive Directors’ remuneration for the year are as follows:
Emoluments
£’000
Pension
contributions
£’000
Total
2022
£’000
Employer’s
social
security
costs
£’000
Total
2022
£’000
Emoluments
£’000
Pension
contributions
£’000
Total
2021
£’000
Employer’s
social
security
costs
£’000
Total
2021
£’000
C Milverton
A Fabian
(appointed
16/06/20)
N Payne
(resigned
16/06/20)
261
188
–
449
22
283
34
317
253
22
275
28
303
–
–
22
188
24
212
119
–
119
14
133
–
471
–
58
–
529
102
474
3
25
105
499
12
54
117
553
Discretionary bonuses for business performance of £37,500 (2021: £30,000) for C Milverton and £15,000 (2021: £12,000) for A
Fabian are included in Directors’ emoluments above for the year ended 31 January 2022. Benefits in kind includes car allowances,
private health care and life assurance are included in emoluments.
No Directors were accruing benefits under a defined benefit pension scheme at the end of the current or prior year and no
Directors exercised share options in either the current or prior year. The highest paid director in the current year was C Milverton
(2021: C Milverton).
Details of options for Directors who served during the year are as follows:
C Milverton
C Milverton
C Milverton
A Fabian (appointed 16 June 2020)
A Fabian (appointed 16 June 2020)
1 February 2021
Granted
Lapsed
31 January 2022
EMI share
option
Executive
unapproved
share option
Exercise
price
Number
Number
Number
Number
Number
Number
pence
1,309,368
769,793
25,000
330,000
25,000
2,459,161
–
–
–
–
–
–
(82,421)
–
–
–
–
1,226,947 537,632
–
–
–
–
769,793
25,000
330,000
25,000
689,315
769,793
25,000
330,000
25,000
0p
46.5p
26.5p
0p
26.5p
(82,421)
2,376,740 537,632
1,839,108
Details of the share option schemes in the table above are included in note 22. The share option charge in the year relating to
Directors is £42,000 (2021: £38,000). No directors exercised any options during the year.
Details of individual Non-Executive Directors’ fees for the year are as follows:
A Roberts
F Small
P Massey
2022
£’000
76
41
41
158
2021
£’000
79
41
41
161
There are no other personnel that meet the definition of key management personnel under IAS 24, other than the Directors and
the total remuneration for the year ended 31 January 2022 totalled £671,000 (2021: £698,000) comprising £607,000 (2021:
£635,000) for short-term employee benefits; £22,000 (2021: £25,000) for employer pension contributions and £42,000 (2021:
£38,000) for share-based payments.
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p
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t
2
0
2
2
85
86
Financial Statements
7. Strategic, integration and other non-recurring items
There were no charges for strategic, integration and other non-recurring items, in the year. The following charges were included in
this category for the prior year:
Costs associated with the acquisition and integration of Geomap-Imagis
Net credits associated with the disposal of Enables IT
Total
2022
£’000
–
–
–
2021
£’000
555
(63)
492
There was a cash impact in FY 2022 of £294,000 (2021: £173,000) relating to the provision made in the prior year.
Amendments to Geomap-Imagis Share Purchase Agreement (SPA)
The final step in the integration of Geomap-Imagis (“G-I”), which was acquired in May 2019, was completed in March 2021. As part
of the restructuring, two of the G-I founders and former directors left the business and the parties amended the original SPA as
explained below.
Under the original terms, the Group agreed to pay the vendors consideration, which included €1,166,999 to be satisfied by the issue
by 1Spatial of ordinary shares (the “Consideration Shares”).
Of the consideration to be satisfied by the issue of the Consideration Shares, €726,459 was satisfied immediately upon Completion,
with the balance of €440,540 originally to be satisfied on 30 March 2023 (the “Deferred Share Consideration Amount”).
Accordingly, on Completion the Company issued to the vendors 1,902,686 new ordinary shares (the “Initial Consideration Shares”),
subject to a lock up obligation until 31 December 2021.
In connection with completion of the integration of G-I, the Group entered into an Amendment Agreement with two GI founders and
former directors in March 2021 to amend the terms of the original agreement primarily as follows:
• Release 1,765,173 of the Initial Consideration Shares (the “Released Shares”) from the above-mentioned lock up obligation; and
• pay out in cash to certain of the vendors, at the earlier date of 10 September 2022, €408,701 of the Deferred Share
Consideration Amount.
The balance of consideration €31,839 is to be issued in shares on 30 March 2023.
8. Finance income and costs
Finance income
Bank interest receivable
Finance costs
Interest expense
– Bank borrowings
– Bank charges
– Interest cost on defined benefit pension obligation
Lease interest
Foreign exchange losses on intercompany funding
Net finance cost
2022
£’000
14
14
(76)
(42)
(6)
(85)
–
(209)
(195)
2021
£’000
39
39
(48)
(56)
(7)
(114)
(1)
(226)
(187)
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
9. Income tax charge/(credit)
Current tax
UK corporation tax on income for year
Foreign tax
Adjustments in respect of prior years
Total current tax credit
Deferred tax (note 19)
Origination and reversal in temporary differences
Effect of tax rate change on opening balance
Adjustments in respect of prior years
Total deferred tax charge
Total tax charge/(credit)
Factors affecting the tax charge/(credit) for the year:
2022
£’000
(172)
40
(19)
(151)
123
71
–
194
43
2021
£’000
(187)
73
(268)
(382)
(111)
11
174
74
(308)
The differences between the standard rate of corporation tax in the UK and the actual tax charge/(credit) are explained below:
Profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities before tax multiplied by the effective rate of
corporation tax in the UK of 19% (2021: 19%)
Effect of:
Expenses not deductible for tax purposes
Adjustment in respect of R&D tax credits
Effect of movement in deferred tax rate
Utilisation of losses not previously recognised for tax purposes
Deferred tax not recognised on losses carried forward
Adjustments in respect of prior years
Differences in tax rates applicable to overseas subsidiaries
Other differences
Total tax charge/(credit) for year
2022
£’000
220
42
55
(238)
71
(348)
418
(19)
37
25
43
2021
£’000
(1,433)
(272)
22
(191)
27
(170)
440
(94)
(70)
–
(308)
The relevant deferred tax balances have been measured at 25% for the current year-end, being the tax rate enacted by the
reporting date (2021: 19%).
A change to the UK corporation tax rate was substantively enacted as part of the Finance No. 2 Bill 2021 (on 24 May 2021) to
increase the main rate of UK corporation tax to 25% with effect from 1 April 2023. As such, the relevant deferred tax balances for
UK group companies have been measured at 25% for the current year-end, being the tax rate enacted by the reporting date (2021:
19%) for temporary differences expected to reverse after 1 April 2023.
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e
p
o
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t
2
0
2
2
87
88
Financial Statements
10. Intangible assets including goodwill
Cost
At 1 February 2021
Additions
Effect of foreign exchange
At 31 January 2022
Accumulated impairment
and amortisation
At 1 February 2021
Amortisation
Effect of foreign exchange
At 31 January 2022
Net book amount at
31 January 2022
Net book amount at
31 January 2021
Goodwill
£’000
Brands
£’000
Customers and
related
contracts
£’000
Software
£’000
Development
costs
£’000
Intellectual
property
£’000
17,447
–
(253)
17,194
11,548
–
(218)
11,330
5,864
5,899
464
–
(14)
450
252
42
(3)
291
159
212
4,764
–
(217)
6,757
26
(209)
19,285
2,423
(480)
4,547
6,574
21,228
3,641
153
4,696
360
13,454
1,693
(154)
(98)
(321)
3,640
4,958
14,826
907
1,616
6,402
1,123
2,061
5,831
72
–
–
72
11
6
–
17
55
61
Total
£’000
48,789
2,449
(1,173)
50,065
33,602
2,254
(794)
35,062
15,003
15,187
The net book amount of development costs includes £6,402,000 (2021: £5,831,000) internally generated capitalised software
development costs that meet the definition of an intangible asset. The amortisation charge of £2,254,000 (2021: £2,806,000) is
included in the administrative expenses in the statement of comprehensive income.
The key assumptions used in the value in use calculations were the pre-tax discounts rate applied (13%) and growth assumptions.
Sales forecasts and their corresponding costs for the Group in relation to the business applications for the five-year period ending
31 January 2027 are forecast to increase by 9% p.a. overall. No impairment is required as no individual asset has a higher carrying
value than its value in use.
Goodwill
£’000
Brands
£’000
Customers
and related
contracts
£’000
Software
£’000
Development
costs
£’000
Website
costs
£’000
Intellectual
property
£’000
Cost
At 1 February 2020
Additions
Written–off
Effect of foreign exchange
At 31 January 2021
Accumulated impairment
and amortisation
At 1 February 2020
Amortisation
Written–off
Effect of foreign exchange
At 31 January 2021
Net book amount at
31 January 2021
17,291
–
–
156
17,447
11,363
–
–
185
11,548
452
–
–
12
464
204
47
–
1
252
4,579
–
–
185
4,764
3,113
422
–
106
6,487
75
–
195
6,757
4,185
445
–
66
16,932
2,039
–
314
19,285
11,374
1,889
–
191
3,641
4,696
13,454
5,899
212
1,123
2,061
5,831
30
–
(30)
–
–
30
–
(30)
–
–
–
Total
£’000
45,837
2,120
(30)
862
66
6
72
48,789
8
3
–
–
11
30,277
2,806
(30)
549
33,602
61
15,187
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Impairment tests for goodwill
Goodwill is assessed for the Group as a whole as the Group operates with one segment and one CGU. The Group moved from two
CGUs to one in FY 2021 as the Group manages its operations under one global strategy and the European acquisition in 2019 is
now fully integrated into the business. All aspects of the business are focusing now on growing recurring revenue of repeatable
solutions using technology that will be deployed globally under a single strategy. Products developed by regional development
teams are marketed globally.
Goodwill
Opening carrying value
Effect of foreign exchange
Closing carrying value
2022
Total
£’000
5,899
(35)
5,864
2021
Total
£’000
5,928
(29)
5,899
Basis for calculation of recoverable amount
The Group has prepared, and formally approved, a five-year plan for its CGU (based on a formal 2-year plan extended for three
more projected years). The detailed plan put together by the management team and the Board makes estimates for revenue and
gross profit expectations. This is from both contracted and pipeline revenue streams. It also takes account of historical success of
winning new work and has been prepared in accordance with IAS 36: ‘Impairment of Assets’.
The key assumptions used in the value in use calculations were the pre-tax discount rates applied (13%) and the growth
assumptions. Growth in sales and corresponding costs for the five-year period has been forecast at 9% and 7% per annum
respectively and the EBITDA to cash conversion is assumed to be 60% or greater.
The rates used in the above assumptions are consistent with management’s knowledge of the industry and strategic plans going
forward. The assumptions noted above have been given in terms of revenue and overhead percentage growth. For 2023 and
subsequent years, the assumption has been provided in terms of growth on the prior year EBITDA. The terminal growth rate of
2% does not exceed the long-term growth rate for the business in which the CGUs operate. The discount rate used is pre-tax and
reflects specific risks relating to the Group. The forecasts are most sensitive to changes in revenue and overhead assumptions
(taken together as the EBITDA). However, there are no major changes to the key assumptions which would cause the goodwill to
be impaired.
There would have to be a reduction in forecast EBITDA by 18% on average for the five year-period ending 31 January 2027 for the
headroom to be removed.
11. Property, plant and equipment
Cost
At 1 February 2021
Additions
Disposal
Exchange adjustment
At 31 January 2022
Accumulated depreciation
At 1 February 2021
Charge for the year
Disposal
Exchange adjustment
At 31 January 2022
Net book amount at 31 January 2022
Leasehold property
improvements
£’000
Fixtures, fittings and
equipment
£’000
398
9
(59)
(25)
323
273
46
(59)
(30)
230
93
1,104
155
(130)
14
1,143
837
152
(130)
27
886
257
Total
£’000
1,502
164
(189)
(11)
1,466
1,110
198
(189)
(3)
1,116
350
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2
0
2
2
89
90
Financial Statements
11. Property, plant and equipment
Leasehold property
improvements
£’000
Motor vehicles
£’000
Fixtures, fittings and
equipment
£’000
Cost
At 1 February 2020
Additions
Disposal
Exchange adjustment
At 31 January 2021
Accumulated depreciation
At 1 February 2020
Charge for the year
Disposal
Exchange adjustment
At 31 January 2021
Net book amount at 31 January 2021
383
28
(36)
23
398
229
68
(36)
12
273
125
10
–
(11)
1
–
10
–
(11)
1
–
–
Depreciation expense of £198,000 (2021: £202,000) has been charged in administrative expenses.
12. Trade and other receivables
Current
Trade receivables
Less: provision for impairment of trade receivables
Other receivables
Prepayments and accrued income
Below is a reconciliation of the movement in accrued income:
At 1 February 2021
Accrued revenue invoiced in the year
Revenue accrued in the year
Foreign exchange difference
At 31 January 2022
Total
£’000
1,615
192
(319)
14
1,502
1,241
202
(319)
(14)
1,110
1,222
164
(272)
(10)
1,104
1,002
134
(272)
(27)
837
267
392
2022
£’000
4,895
(25)
4,870
1,413
5,988
12,271
2022
£’000
2,950
(2,950)
5,188
(113)
5,075
2021
£’000
5,607
(80)
5,527
1,497
3,866
10,890
2021
£’000
2,613
(2,613)
2,847
103
2,950
The fair value of the Group’s trade receivables and other receivables is the same as its book value stated above. No interest is
charged on overdue receivables.
At 31 January 2022, trade receivables of £3,650,000 (2021: £3,541,000) were fully performing. Before accepting any new
customer, the Group assesses the potential customer’s credit quality and defines credit limits by customer.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for
trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are
grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar
types of contracts. The expected credit losses are based on the Group’s historical credit losses which are then adjusted for current and
forward-looking information on macroeconomic factors affecting the Group’s customers. The Group has identified gross domestic growth
rates, unemployment rates and inflation rates as the key macroeconomic factors in the countries in which the Group operates.
At 31 January 2022, trade receivables of £1,220,000 (2021: £1,986,000) were past due but not impaired. The ageing analysis of
these customers is set out below. There has been no change in the credit quality of these balances; they relate to customers where
there is no history of default and are still considered fully recoverable. The ageing of these receivables is as follows:
Current
Up to 3 months overdue
3 to 6 months overdue
6 to 12 months overdue
> 12 months overdue
Current
Up to 3 months overdue
3 to 6 months overdue
6 to 12 months overdue
> 12 months
2022
£’000
Weighted average loss
rate
Impairment loss
allowance
£’000
3,653
853
242
36
111
4,895
0.1%
0.5%
2.0%
5.0%
10.0%
3
4
5
2
11
25
2021
£’000
Weighted average loss
rate
Impairment loss
allowance
£’000
3,541
1,392
149
272
253
5,607
0.1%
0.5%
2.5%
5.0%
20.0%
4
7
4
14
51
80
2021
£’000
68
12
80
As of 31 January 2022, trade receivables of £25,000 were impaired (2021: £80,000) and provided for.
The trade receivables above include performance retentions on long-term contracts.
Movements on the Group provision for impairment of trade receivables are as follows:
At 1 February
(Decrease)/increase in provision
At 31 January
2022
£’000
80
(55)
25
The other classes within trade and other receivables do not contain impaired assets and the Group expects to recover these in full.
There are no financial assets whose terms have been renegotiated that would otherwise be past due or impaired.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable noted above. The Group
does not hold any collateral as security.
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2
0
2
2
91
92
Financial Statements
13. Cash and cash equivalents and notes to the consolidated statement of cash flows
Cash at bank and in hand
The fair value of the Group’s cash and cash equivalents is the same as its book value stated above.
Notes to the consolidated statement of cash flows
(a) Cash generated from operations
Profit/(loss) before tax
Adjustments for:
Finance income
Finance cost
Depreciation
Amortisation of acquired intangibles
Amortisation and impairment of development costs
Share-based payment charge
Net foreign exchange movement
Increase in trade and other receivables
Increase in trade and other payables
(Decrease)/increase in defined benefit pension obligation
Cash generated from operations
Note
22
Cash generated from operations before strategic, integration and other non-
recurring items
Cash flow on strategic, integration and other non-recurring items (note 7)
Cash generated from operations
(b) Reconciliation of net cash flow to movement in net funds
(Decrease)/increase in cash in the year
Changes resulting from cash flows
Net cash inflow in respect of new borrowings
Net cash outflow in respect of borrowings repaid
Effect of foreign exchange
Change in net funds
Net funds at beginning of year
Net funds at end of year
Analysis of net funds
Cash and cash equivalents classified as:
Current assets
Bank loans
Net funds at end of year
Net funds is defined as cash and cash equivalents net of bank loans (and excluding lease liabilities).
2022
£’000
5,623
5,623
2022
£’000
220
(14)
209
1,187
561
1,693
326
1
(1,784)
206
(108)
2,497
2022
£’000
2,791
(294)
2,497
2022
£’000
(1,585)
(1,585)
–
423
127
(1,035)
4,266
3,231
5,623
(2,392)
3,231
2021
£’000
7,278
7,278
2021
£’000
(1,433)
(39)
226
1,308
917
1,889
272
(34)
(655)
1,446
86
3,983
2021
£’000
4,156
(173)
3,983
2021
£’000
1,976
1,976
(1,800)
146
57
379
3,887
4,266
7,278
(3,012)
4,266
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
c) Reconciliation of movement in liabilities from financing activities
Bank borrowings and
leases due within 1 year
£’000
Bank borrowings and
leases due after 1 year
£’000
Total debt (including lease liabilities) as at 1 February 2021
Borrowings at 1 February 2021
Repayment of borrowings
Foreign exchange difference
Borrowings before transfer
Transfer from due after 1 year to due within 1 year
Borrowings as at 31 January 2022
Lease liability at 1 February 2021
Cash movements:
Lease payments
Non-cash movements:
Additions in the year
Interest cost
Foreign exchange difference
Lease liability before transfer
Transfer from due after one year to due within one year
Lease liability as at 31 January 2022
1,395
470
(423)
(47)
–
531
531
925
(1,088)
109
85
(31)
–
748
748
4,285
2,542
–
(150)
2,392
(531)
1,861
1,743
–
–
–
(19)
1,724
(748)
976
Total debt (including lease liabilities) as at 31 January 2022
1,279
2,837
14. Bank borrowings
Current bank borrowings
Non-current bank borrowings
2022
£’000
531
1,861
2,392
Total
£’000
5,680
3,012
(423)
(197)
2,392
–
2,392
2,668
(1,088)
109
85
(50)
1,724
–
1,724
4,116
2021
£’000
470
2,542
3,012
Bank borrowings relate to bank loans in 1Spatial France totalling €2.87m (2021: €3.40m). Bank loan interest is charged on a fixed
rate basis with interest rates ranging between 0% and 3.1%, included the related guarantee costs.
The loans are due for repayment over the period to FY 2028, with a broadly even repayment pattern with approximately €0.6m
(£0.5m) due for repayment in FY 2023. New borrowings in the year amounted to nil (2021: £1.8m). There are no financial covenants
attached to the loans, nor is there any security applied. All loans are denominated in €.
15. Trade and other payables
Current
Trade payables
Other taxation and social security
Other payables
Accrued liabilities
Deferred income
2022
£’000
2,227
2,924
534
1,987
5,612
13,284
2021
£’000
1,736
3,496
852
1,464
5,870
13,418
The Directors consider that the book value of trade payables, taxation, other payables, accrued liabilities and deferred income
approximates to their fair value at the reporting date.
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Financial Statements
15. Trade and other payables continued
Below is a reconciliation of the movement in deferred income:
At 1 February 2021
Revenue recognised in the year
Revenue deferred at year end
Foreign exchange difference
At 31 January 2022
16. Leases
Right of use assets
At 1 February 2021
Additions
Depreciation
Foreign exchange difference
At 31 January 2022
Buildings
Cars
Others
Lease liabilities
At 1 February 2021
Additions
Interest cost
Cash paid
Foreign exchange difference
At 31 January 2022
Current
Non-current
Amounts recognised in profit or loss:
Depreciation charge of right of use assets
Buildings
Cars
Others
2022
£’000
5,870
(5,870)
5,636
(24)
5,612
2022
£’000
1,522
185
40
1,747
2022
£’000
748
976
1,724
2022
£’000
866
96
27
989
2021
£’000
4,918
(4,918)
5,719
151
5,870
Total
£’000
2,694
109
(989)
(67)
1,747
2021
£’000
2,428
216
50
2,694
Total
£’000
2,668
109
85
(1,088)
(50)
1,724
2021
£’000
925
1,743
2,668
2021
£’000
970
104
32
1,106
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
17. Business combinations
On 7 May 2019, the Company entered into share purchase agreements to acquire the entire issued share capital of Geomap-
Imagis Participations (“Geomap-Imagis”) for a total consideration of €7.0m (the “Consideration”). Full details of the acquisition
were provided in the Annual Report for the year ended 31 January 2020. As disclosed in note 7, there were some minor changes
to the terms of the Share Purchase agreement. As at 31 January 2022, a balance of €440,540 (£367,000) Consideration Shares
remained outstanding €0.4m to be satisfied mainly in cash (£340,000) in September 2022, with the balance to be issued in a
number of shares on 30 March 2023 to a market value of €31,839 (£27,000).
18. Pension obligations
Defined benefit pension
1Spatial France SAS operates defined benefit pension schemes. The French pension system is operated on a “pay as you go” basis.
Each employee is entitled to receive a basic pension from the Social Security plus a complementary pension from the defined
contribution schemes ARRCO and AGIRC (AGIRC being solely for management). The lump sum retirement allowance must by law
be paid by the employer when an employee retires. The allowances to be paid to 1Spatial France’s employees are defined by the
Collective Bargaining Agreement of the R&D, IT and consulting firms (“Syntec”).
The lump sum allowances to be paid on retirement are calculated as follows:
• For service up to 5 years:
nil
• For service beyond 5 years: 1 month’s basic salary plus 1/5 of a month’s basic salary per year of service beyond 5 years
All permanent employees are covered by this scheme. The normal retirement age in France is 62 (62 in 2021). Benefit rights do
not vest before the normal retirement age.
The scheme is not externally funded through an insurance contract.
The risks of the scheme are as follows:
(a) Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities.
(b) Life expectancy
Should the normal retirement age of 62 increase due to life expectancy increases, this will result in an increase in the
plan’s liabilities.
(c) Inflation risk
The pension obligations are linked to inflation, and higher inflation will lead to higher liabilities.
A comprehensive actuarial valuation of the company pension scheme, using the projected unit basis, was carried out at
31 January 2022 and 31 January 2021 by independent consulting actuaries. The valuations at those dates are based on the
following assumptions:
Expected rate of salary increases
Discount rate
Rate of inflation
Retirement age – management
Retirement age – others
2022
2.00%
1.15%
1.90%
65
63
2021
2.00%
0.4%
1.70%
65
63
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95
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Financial Statements
18. Pension obligations continued
Defined benefit pension continued
Annual staff turnover rates are as follows:
16 – 24 years
25 – 29 years
30 – 34 years
35 – 39 years
40 – 44 years
45 – 49 years
50 years and above
2022
20%
15%
10%
7%
5%
2%
0%
2021
20%
15%
10%
7%
5%
2%
0%
The turnover rates used are based on statistics over the last few years. These rates project 3.95 (2021: 3.60) resignations over the
next 12 months.
Reconciliation of scheme liabilities:
At 1 February
Current service credit/(cost)
Interest expense
Benefit payments
Re-measurement gains/(losses)
Exchange difference
At 31 January
2022
£’000
(1,606)
42
(6)
66
113
115
(1,276)
2021
£’000
(1,417)
(86)
(7)
-
(20)
(76)
(1,606)
The sensitivity of the defined benefit obligation to changes in the principal assumption is:
2022
Discount rate
2021
Discount rate
Total cost recognised as an expense:
Current service (credit)/cost– within administrative expenses
Interest cost – within finance costs
Impact on defined benefit obligation
Change in assumption
Increase in assumption
Decrease in assumption
0.25%
Decrease of 2.9%
Increase of 2.9%
Impact on defined benefit obligation
Change in assumption
Increase in assumption
Decrease in assumption
0.25%
Decrease of 2.9%
Increase of 2.9%
2022
£’000
(42)
6
(36)
2021
£’000
86
7
93
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
The amount recognised in other comprehensive income is:
Re-measurement gains/(losses)
Deferred tax on re-measurements
2022
£’000
138
(25)
113
2021
£’000
(20)
5
(15)
Based on the demographic data and assumptions at 31 January 2022, a valuation was performed of the benefit expense for the
financial year ending 31 January 2023 and the projections were as follows:
Current service cost
Total service cost
Interest cost
Total net interest on defined benefit (liability)/asset
Total defined benefit cost for the year ending 31 January 2023
The expected benefit payments over the next 10 years are shown below:
FY23
FY24
FY25
FY26
FY27
FY28–FY32
£’000
(72)
(72)
(15)
(15)
(87)
£’000
–
50
19
102
44
680
Defined contribution pension
The Group operates several defined contribution plans, which receive fixed contributions from Group companies. The Group’s legal
or constructive obligation for these plans is limited to the contributions. The expense recognised in the current year in relation to
all pension costs was £1,128,000 (2021: £941,000).
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98
Financial Statements
19. Deferred tax
The following are the major deferred tax liabilities and (assets) recognised by the Group and movements thereon during the
current year and prior reporting years.
At 31 January 2020
Deferred tax (credit)/charge for year in
profit or loss
DT charge/(credit) OCI
Foreign exchange difference
At 31 January 2021
Deferred tax charge/(credit) for year in
profit or loss
DT charge/(credit) OCI
Foreign exchange difference
At 31 January 2022
Tax losses
£’000
(615)
53
–
–
(562)
17
–
–
(545)
Accelerated tax
depreciation
£’000
–
–
–
–
–
–
–
–
–
Intangibles
£’000
1,476
(121)
–
–
1,355
188
–
–
1,543
Other temporary
differences
£’000
(182)
142
5
18
(17)
(11)
(25)
25
(28)
Total
£’000
679
74
5
18
776
194
(25)
25
970
Deferred income tax assets are recognised against tax loss carry-forwards to the extent that the realisation of the related tax
benefit through future taxable benefits is probable. The Group did not recognise potential deferred tax assets of £4,432,000 (2021:
£4,018,000) in respect of losses amounting to £17,930,000 (2021: £18,029,000) that can be carried forward against future taxable
income, on the grounds that at the balance sheet date their utilisation is not considered probable.
The deferred tax balance is analysed as follows:
Recoverable within 12 months
Recoverable after 12 months
Settled within 12 months
Settled after 12 months
Deferred
tax asset
£’000
–
–
(98)
(475)
(573)
Deferred
tax liability
£’000
301
1,242
–
–
1,543
Total
£’000
301
1,242
(98)
(475)
970
20. Share capital, share premium account and own shares held
Allotted and fully paid
Ordinary shares of 10p each
Deferred shares of 4p each
Rights of shares
2022
Number
2021
Number
110,805,795
226,699,878
110,805,795
226,699,878
Ordinary shares
The ordinary shares all rank pari passu, have the right to participate in dividends and other distributions made by the Company,
and to receive notice of, attend and vote at every general meeting of the Company. On liquidation, ordinary shareholders are
entitled to participate in the assets available for distribution pro rata to the amount credited as paid up on such shares (excluding
any premium).
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Deferred shares
The deferred shares do not carry voting rights or a right to receive a dividend. The holders of deferred shares will not have the
right to receive notice of any general meeting of the Company, nor have any right to attend, speak or vote at any such meeting.
The deferred shares will also be incapable of transfer (other than to the Company). In addition, holders of deferred shares will
only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of ordinary shares
has received a payment of £1,000,000 in respect of each ordinary share. Accordingly, the deferred shares will have no economic
value. No application will be made for the deferred shares to be admitted to trading on AIM nor to trading on any other stock or
investment exchange.
Voting Rights
1Spatial Plc has 110,805,795 ordinary shares of 10p in issue, of which a total of 319,635 ordinary shares are held in treasury.
Therefore, the total number of ordinary shares with voting rights is 110,486,160*.
* In addition, there are deferred consideration shares with an approximate value of €0.03 million (€0.4m at 31 January 2021) due to be issued in March
2023, in relation to the Geomap-Imagis acquisition. See note 7
Allotted, called
up and fully paid
shares
£’000
Number of shares
At 31 January 2021 and at 31 January 2022
337,505,673
20,150
There was no movement in share capital in the year.
For details of the Group’s share option scheme, refer to note 22.
Share
premium
account
£’000
30,479
Own shares held
£’000
(303)
Own shares
The Group has 319,635 ordinary shares of 10p each and 3,500,000 deferred shares with a nominal value of 4p each held in
treasury. The consideration paid was £0.3m.
21. Other reserves
Equity-settled employee benefits reserve
The equity-settled employee benefits reserve arises from the requirement to reflect the fair value of share options vested during
the reporting period. For further detail see note 22.
Merger reserve
The merger reserve arises on the difference between the nominal value of shares issued and the premium payable to acquire
shares in another company.
Reverse acquisition reserve
The reverse acquisition reserve was created in accordance with IFRS 3, ‘Business combinations’. The reverse acquisition reserve
arose during the year ended 31 January 2010.
Currency translation reserve
The currency translation reserve arises on the translation of foreign entity balances where the functional currency is different from
the presentation currency.
Purchase of non-controlling interest reserve
The purchase of non-controlling interest reserve arises on purchase of further shares in a subsidiary of the Group already under
the control of the parent company, with the effect of increasing the percentage under control and reducing the percentage owned
by the non-controlling interest.
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Financial Statements
22. Share-based payments
The total charge for the year relating to share-based payment plans was £326,000 (2021: £272,000).
The estimated fair value of the employees’ services received in exchange for the grant of share options is measured at the grant
date and recognised as an expense on a straight-line basis over the vesting period, based upon the Group’s estimate of shares that
will eventually vest. Fair value is determined by reference to the Black-Scholes option pricing model. If a granted option is cancelled
and regranted the increase in fair value of the granted option measured immediately before and after the cancellation and regrant
is added to the value of the employee’s service received in exchange for the grant. If an option is cancelled this is accounted for as
an acceleration of the vesting period and any amount unrecognised is recognised immediately.
There were no new LTIP or share option awards made in the year.
Awards vesting/lapsing
2018 LTIP Awards subject to EBITDA target
During the year, 75% of the element of the 2018 LTIP awards subject to the EBITDA performance condition vested as the financial
target achieved was of EBITDA of £3.6m in FY 2021(i.e. above the 75% award level but below the 100% allocation level as shown in
the table below).
% vesting
50%
75%
100%
Target
£3m
£3.5m
£4m
As a result, 471,225 options therefore vested on 4 September 2021 (subject to a holding period of one year until 4 September 2022),
whilst 157,074 lapsed as a result.
The reconciliation of options over the year to 31 January 2022 is shown below:
Outstanding brought forward
LTIPs granted during the year
Share options granted during the year
Lapsed during the year
Outstanding carried forward
Exercisable as at 31 January
2022
2021
Number
9,941,496
–
–
(604,368)
9,337,128
2,043,948
Weighted average
exercise price
26.4p
–
–
18.8p
26.9p
46.5p
Number
5,821,011
1,980,000
2,442,000
(301,515)
9,941,496
1,065,724
Weighted average
exercise price
35.5p
–
26.5p
27.4p
26.4p
46.5p
The weighted average remaining contractual life of share options outstanding at the end of the year was 7.6 years (2021: 8.6 years).
The exercise prices of the outstanding options range between 0p and 46.5p.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
23. Earnings/(loss) per ordinary share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the year.
Profit/(loss) attributable to equity shareholders of the Parent
Ordinary shares with voting rights
Deferred consideration payable in shares
Basic weighted average number of ordinary shares
Impact of share options/LTIPS
Diluted weighted average number of ordinary shares
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
2022
£’000
177
2022
Number
000s
110,486
58
110,544
4,008
114,552
2022
Pence
0.2
0.2
2021
£’000
(1,125)
2021
Number
000s
110,486
1,394
111,880
–
111,880
2021
Pence
(1.0)
(1.0)
There is no material difference between basic earnings per share and diluted earnings per share.
For the year ended 31 January 2021, basic loss per share and diluted loss per share are the same because the options are anti-
dilutive. Therefore, they have been excluded from the calculation of diluted weighted average number of ordinary shares.
24. Commitments
The future aggregated minimum payments under non-cancellable short-term leases are as follows:
Short-term lease commitments
No later than one year
Later than one year but no later than five years
Later than five years
2022
£’000
9
–
–
9
2021
£’000
26
–
–
26
Short-term lease payments in this note represent rentals payable by the Group for any of its items that are not recognised under
IFRS 16. These are made up smaller leases which are less than twelve months.
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Financial Statements
25. Contingent liabilities
The Group has given performance guarantees on contracts as follows:
Euro
US dollar
Moroccan dirham
Tunisian dinar
Total
26. Related-party transactions
(a) Key management compensation
2022
£’000
465
1
39
2
507
2021
£’000
246
1
40
3
290
The only key management personnel of the Group are the Directors. Details of the compensation of the key management
personnel are disclosed in note 6(c) to the financial statements.
(b) Controlling party
There is no one party which controls the Group.
(c) Company and subsidiary
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and
are not disclosed.
Notes to the Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
27. Subsidiaries and associates of the Group as at 31 January 2022
Description and
proportion of share
capital held by 1Spatial
plc
Description and
proportion of share
capital held by
Group
Country of
incorporation
or registration
Nature of
business
Registered
office address
1Spatial Holdings
Limited
Ordinary 100%
–
England & Wales Holding company Tennyson House, Cambridge
Business Park, Cowley Road,
Cambridge, Cambridgeshire,
CB4 0WZ, UK
1Spatial Inc.
1Spatial Group
Limited
–
–
Ordinary 100%
United States
Ordinary 100%
England & Wales
Aon Spásúil Limited –
Ordinary 100%
Ireland
1Spatial Australia
Pty Limited
–
Ordinary 100%
Australia
1Spatial Belgium SA Ordinary 100%
–
Belgium
Location-
based software
development
and consultancy
1Spatial France SAS –
Ordinary 100%
France
SARL Imagis–Tunisie –
Ordinary 100%
Tunisia
DMR Production
–
Ordinary 100%
Tunisia
1Spatial US Inc.
Ordinary 100%
–
United States
Dormant
8614 Westwood Center Drive, Suite
# 450, Vienna, VA 22182, USA
Tennyson House, Cambridge
Business Park, Cowley Road,
Cambridge, Cambridgeshire,
CB4 0WZ, UK
c/o Roberts Nathan LLP, First Floor,
11 Exchange Place, International
Financial Services Centre, Dublin 1,
Ireland
Level 4, 29 Kiora Road, Miranda,
NSW, 2228
13, Clos Chanmurly, 4000, Liège,
Belgium
Immeuble AX02, 23–25 avenue
Aristide Briand, 94110, Arcueil,
France
Immeuble Lloyd, Bureau 2A–B,
Centre Urbain Nord, 1003 Tunis,
Tunisie
Immeuble Lloyd, Bureau 2A–B,
Centre Urbain Nord, 1003 Tunis,
Tunisie
c/o The Corporation Trust
Company, Corporation Trust Center,
1209 Orange Street, Wilmington,
DE 19801, USA
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104
Financial Statements
Company Statement
of Financial Position
As at 31 January 2022
Registered company number (England): 5429800
Assets
Fixed assets
Investments
Total fixed assets
Current assets
Debtors
Cash and cash equivalents
Total current assets
Creditors: amounts falling due within one year
Creditors
Deferred consideration
Total creditors due within less than one year
Creditors: amounts falling due after more than one year
Deferred consideration
Creditors: amounts falling due after more than one year
Total creditors
Net assets
Capital and reserves
Called up share capital
Share premium account
Own shares held
Share-based payments reserve
Merger reserve
Currency translation reserve
Accumulated losses (of which loss for the year was £672,000
(2021: £452,000))
Total equity
Note
3
4
5
6
7
7
9
9
9
2022
£’000
19,838
19,838
10,323
531
10,854
(3,151)
(340)
(3,491)
(27)
(27)
(3,518)
27,174
20,150
30,479
(303)
4,569
16,466
(125)
(44,062)
27,174
2021
£’000
19,610
19,610
9,620
2,133
11,753
(3,453)
–
(3,453)
(390)
(390)
(3,843)
27,520
20,150
30,479
(303)
4,243
16,466
(125)
(43,390)
27,520
The financial statements on pages 104 to 112 were approved and authorised for issue by the Board on 26 April 2022 and signed on
its behalf by
Andrew Fabian
DIRECTOR
Registered company number (England): 5429800
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Company Statement
of Changes in Equity
For the year ended 31 January 2022
£’000
Share
capital
Share
premium
account
Own
shares
held
Share-
based
payments
reserve
Merger
reserve
Currency
translation
reserve
Accumulated
losses
Total
equity
Balance at 31 January 2020
20,150
30,479
(303)
3,971
16,466
(125)
(42,938)
27,700
Comprehensive loss
Loss for the year
Total comprehensive loss
Transactions with owners
Recognition of share-based payments
–
–
–
–
–
–
–
–
–
–
–
–
–
–
272
272
–
–
–
–
–
–
–
–
(452)
(452)
(452)
(452)
–
–
272
272
Balance at 31 January 2021
20,150
30,479
(303)
4,243
16,466
(125)
(43,390)
27,520
Comprehensive loss
Loss for the year
Total comprehensive loss
Transactions with owners
Recognition of share-based payments
–
–
–
–
–
–
–
–
–
–
–
–
–
–
326
326
–
–
–
–
–
–
–
–
(672)
(672)
(672)
(672)
–
–
326
326
Balance at 31 January 2022
20,150
30,479
(303)
4,569
16,466
(125)
(44,062)
27,174
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106
Financial Statements
Notes to the Company
Financial Statements
For the year ended 31 January 2022
1. Summary of significant accounting policies
Basis of preparation
The Company financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure
Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention, and in accordance with
the Companies Act 2006 as applicable to companies using FRS 101.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates.
It also required management to exercise its judgement in the process of applying the Company’s accounting policies. The estimates
and associated assumptions are based on industry experience and various other factors that are believed to be reasonable under
the circumstances.
The Directors have reviewed the estimates and assumptions used in the preparation of the financial statements. The estimates
and assumptions relating to the carrying value of investments have a significant risk of causing a material adjustment in the next
financial year. Refer to note 3 for further information.
The following exemptions from the requirement of IFRS have been applied in the preparation of these financial statements, in
accordance with FRS 101:
• IAS 7, ‘Statement of Cash Flows’
• The requirements in IAS 24, ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more
members of a group, and to disclose compensation for key management personnel and amounts incurred by an entity for the
provision of key management personnel services that are provided by a separate management entity
• IFRS 7, ‘Financial Instruments: Disclosures’
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’ (details of the number and weighted-average exercise prices of
share options, and how the fair value of goods or services received was determined)
• The requirements in IAS 8 to disclose information in relation to a new standard that has been issued but is not yet effective
The Company has taken advantage of Section 408 of the Companies Act 2006 and has not included a statement of comprehensive
income in these separate financial statements. The loss attributable to members of the Company for the year ended 31 January
2022 is £672,000 (2021: £452,000).
The auditors’ remuneration for audit and other services is disclosed in note 6(a) to the consolidated financial statements.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been applied consistently throughout all years presented except where otherwise indicated.
There is no one party which controls the Company.
Going concern
Taking into account the cash flow projections approved by the Board of Directors, the Directors have formed a judgement that, at
the time of approving these financial statements, there is a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future and therefore adopt the going concern basis for the financial statements.
Share-based payments
The Company operates a number of equity-settled, share-based payment compensation plans, under which the entity receives
services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee service
received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting
period is determined by reference to the fair value of the options granted, including any market-based performance conditions (for
example, the Company’s share price) but excluding the impact of any service and non-market performance vesting conditions (for
example, profitability targets). Non-market vesting conditions are included in assumptions about the number of options that are
expected to vest.
At each reporting date, the entity revises its estimates of the number of options that are expected to vest based on the non-market
vesting conditions. It recognises the impact of the revision to original estimates, if any, in the statement of comprehensive income,
with a corresponding adjustment to equity. Where options are exercised, the Company issues new shares. The proceeds received
net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options
are exercised.
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is
treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is
recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity.
Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Investments
Investments in group undertakings are carried at cost less any provision for impairment. The Company assesses investments
for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be
recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the
recoverable amount of the cash-generating unit is less than the value of the investment, the investment is considered to be
impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss
account. Management has used significant estimates and judgements when putting together the budgets and projections which are
used in the value in use calculations. These judgements are mainly in relation to projected revenues and margins. Refer to note 3
for further information.
Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is
expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.
Trade receivables are initially recognised at fair value and subsequently held at amortised cost, less provision for impairment.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss. The Company has utilised the
simplified approach to measuring credit losses, using a lifetime expected loss allowance for all trade receivables and contract
assets. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries
of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance
account are recognised in profit or loss.
This loss allowance for intercompany receivables are based on management assumptions about the risk of default and expected
loss rates. Management has made estimations in making these assumptions and inputs to the impairment calculations which are
based on history, external conditions and forward looking scenarios.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise readily accessible cash at bank and in hand. Bank
accounts held which have an original maturity of more than three months, or which are subject to significant restrictions over
access, are not presented as cash and cash equivalents. Such amounts are shown separately as short-term investments or other
financial assets with appropriate disclosure of the related terms.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within 12 months or less. If not, they are presented
as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities,
based on tax rates and laws that are enacted or substantively enacted by the reporting date. Taxable profit differs from profit as
reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other
years and items that are never taxable or deductible.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realised, based on tax rates and laws that have been enacted or substantively enacted by the end of the
reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the Company expects, at the end of the reporting period, to recover or settle that carrying amount of its assets
and liabilities.
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Financial Statements
1. Summary of significant accounting policies continued
Foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of
comprehensive income in the period in which they arise.
Employee pensions
The Company operates a stakeholder pension plan for which all employees are eligible. No employees have as yet joined
the scheme.
Dividend income
Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided
that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares, share options or share
warrants are shown in equity as a deduction, net of tax, from the proceeds.
Significant accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates 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.
Impairment of non-financial assets
The Company holds investments in group undertakings with a carrying value of £19,838,000. The key assumptions concerning the
carrying value of the investment in subsidiaries have been set out in note 3.
1.1 Financial risk management
The Company’s financial instruments comprise amounts due to/from subsidiary undertakings, cash and cash equivalents,
other receivables and trade and other payables. The Company’s approach to the financial risks is discussed in note 3, Financial
Instruments, to the consolidated financial statements.
Liquidity risk
The Company’s objective is to maintain a balance between continuity of funding and flexibility. The Company’s policy is to manage
working capital in order to ensure that liquidity is maintained so as to meet peak funding requirements.
Foreign currency risk
As at 31 January 2022 and 31 January 2021, there was no significant foreign exchange currency exposure to the Company.
Borrowing facilities
The Company has no overdraft facility (2021: £nil) at the reporting date to support working capital requirements.
Notes to the Company Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
2. Directors’ emoluments
Details of Directors’ emoluments borne by the Company are disclosed in note 6(c) of the consolidated financial statements. This
includes details of the highest paid Director.
3. Investments
Shares in group undertakings
Cost
At 1 February 2021
Capital contribution to subsidiaries
At 31 January 2022
Accumulated amounts provided
At 1 February 2021
At 31 January 2022
Net book amount
At 31 January 2022
At 31 January 2021
Shares in group undertakings
Cost
At 1 February 2020
Capital contribution to subsidiaries
At 31 January 2021
Accumulated amounts provided
At 1 February 2020
At 31 January 2021
Net book amount
At 31 January 2021
At 31 January 2020
Total
£’000
41,886
228
42,114
22,276
22,276
19,838
19,610
Total
£’000
41,654
232
41,886
22,276
22,276
19,610
19,378
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value
of an investment may not be recoverable.
The recoverable amount of the investments held is determined from value in use calculations for the cash-generating unit (CGU)
covering a five-year period. The detailed plan put together by the management team and the Board makes assessments on revenue
and gross profit expectations. This is from both contracted and pipeline revenue streams. It also takes account of historical success
of winning new work. Details of the assumptions used are provided in note 10 to the consolidated financial statements.
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Financial Statements
4. Debtors
Amounts owed by group undertakings
Taxation and social security
Other receivables
Prepayments and accrued income
2022
£’000
10,127
19
33
144
10,323
2021
£’000
9,354
83
60
123
9,620
All amounts that fall due within one year are presented within current assets as required by the Companies Act. The amounts owed
by group undertakings are repayable on demand with no fixed repayment date although it is noted that a significant proportion of
the amounts may not be sought for repayment within one year depending on activity in the group companies. These amounts are
unsecured and interest free.
5. Cash and cash equivalents
Cash at bank and in hand
6. Creditors due in less than one year
Amounts owed to group undertakings
Trade payables
Taxation and social security
Other payables
Accrued liabilities
2022
£’000
531
2022
£’000
2,218
102
26
2
803
3,151
2021
£’000
2,133
2021
£’000
2,830
156
25
10
432
3,453
The carrying value of trade and other payables is consistent with their book values. It is the Company’s policy to settle trade
payables within normal credit terms. Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
7. Deferred consideration
Disclosures in relation to the deferred consideration on the acquisition of the Geomap-Imagis group are made in note 17 to the
consolidated financial statements.
8. Share-based payments
Disclosures in relation to the share options in issue are made in note 22 to the consolidated financial statements.
Notes to the Company Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
9. Share capital, share premium account and own shares held
Allotted and fully paid
Ordinary shares of 10p each
Deferred shares of 4p each
Rights of shares
2022
Number
2021
Number
110,805,795
226,699,878
110,805,795
226,699,878
Ordinary shares
The ordinary shares all rank pari passu, have the right to participate in dividends and other distributions made by the Company,
and to receive notice of, attend and vote at every general meeting of the Company. On liquidation, ordinary shareholders are
entitled to participate in the assets available for distribution pro rata to the amount credited as paid up on such shares (excluding
any premium).
Deferred shares
The deferred shares do not carry voting rights or a right to receive a dividend. The holders of deferred shares will not have the
right to receive notice of any general meeting of the Company, nor have any right to attend, speak or vote at any such meeting.
The deferred shares will also be incapable of transfer (other than to the Company). In addition, holders of deferred shares will
only be entitled to a payment on a return of capital or on a winding up of the Company after each of the holders of ordinary shares
has received a payment of £1,000,000 in respect of each ordinary share. Accordingly, the deferred shares will have no economic
value. No application will be made for the deferred shares to be admitted to trading on AIM nor to trading on any other stock or
investment exchange.
At 31 January 2021 and at 31 January 2022
337,505,673
20,150
Allotted,
called up and
fully paid shares
£’000
Number of
shares
Share
premium
account
£’000
30,479
Own shares
held
£’000
(303)
Own shares
The Company has 319,635 ordinary shares of 10p and 3,500,000 deferred shares of 4p held in treasury. The consideration paid
was £0.3m.
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Financial Statements
10. Subsidiaries and associates of the Company as at 31 January 2022
Description and
proportion of share
capital held by 1Spatial
plc
Description and
proportion of share
capital held by
Group
Country of
incorporation
or registration
Nature of
business
Registered
office address
1Spatial Holdings
Limited
Ordinary 100%
–
England & Wales Holding company Tennyson House, Cambridge
Business Park, Cowley Road,
Cambridge, Cambridgeshire, CB4
0WZ, UK
1Spatial Inc.
1Spatial Group
Limited
–
–
Ordinary 100%
United States
Ordinary 100%
England & Wales
Aon Spásúil Limited –
Ordinary 100%
Ireland
1Spatial Australia
Pty Limited
–
Ordinary 100%
Australia
1Spatial Belgium SA Ordinary 100%
–
Belgium
Location-
based software
development
and consultancy
1Spatial France SAS –
Ordinary 100%
France
SARL Imagis–Tunisie –
Ordinary 100%
Tunisia
DMR Production
–
Ordinary 100%
Tunisia
1Spatial US Inc.
Ordinary 100%
–
United States
Dormant
8614 Westwood Center Drive, Suite #
450, Vienna, VA 22182, USA
Tennyson House, Cambridge
Business Park, Cowley Road,
Cambridge, Cambridgeshire, CB4
0WZ, UK
c/o Roberts Nathan LLP, First Floor,
11 Exchange Place, International
Financial Services Centre, Dublin 1,
Ireland
Level 4, 29 Kiora Road, Miranda,
NSW, 2228
13, Clos Chanmurly, 4000, Liège,
Belgium
Immeuble AX02, 23-25 avenue
Aristide Briand, 94110, Arcueil,
France
Immeuble Lloyd, Bureau 2A-B,
Centre Urbain Nord, 1003 Tunis,
Tunisie
Immeuble Lloyd, Bureau 2A-B,
Centre Urbain Nord, 1003 Tunis,
Tunisie
c/o The Corporation Trust
Company, Corporation Trust Center,
1209 Orange Street, Wilmington,
DE 19801, USA
11. Contingent liabilities
As disclosed in note 2 of the consolidated financial statements, Summary of significant accounting policies, the Company has
taken advantage of the exemption available under Section 479A of the Companies Act 2006 in respect of the requirement for audit
of certain 100% owned subsidiaries. In addition, Aon Spásúil Limited has claimed the audit exemption under Irish Companies Act
2014 section 357 with respect to the year ended 31 January 2022. 1Spatial plc has given a statement of guarantee whereby it will
guarantee all outstanding liabilities to which Aon Spásúil Limited is subject to at 31 January 2022. The Company guarantees the
liabilities of the company at the end of the year until those liabilities have been settled in full. The contingent liability at the year-
end was £48,000 (2021: £92,000).
Notes to the Company Financial Statements continuedFor the year ended 31 January 2022 Contents
Overview
Strategic Report
Corporate Governance
Financial Statements
Company Information
Directors
C Milverton
A Fabian
A Roberts
F Small
P Massey
Chief Executive Officer
Chief Financial Officer
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Telephone
+44(0) 1223 420414
Company secretary
Ms Susan Margaret Wallace
118 Pall Mall
London
England
SW1Y 5ED
Company number
5429800
Registered address
Tennyson House
Cambridge Business Park
Cowley Road
Cambridge
CB4 0WZ
Bankers
NatWest Plc
1st Floor, Rapid House
40 Oxford Road
High Wycombe
Buckinghamshire
HP11 2EE
Nominated adviser
and Broker
Liberum
25 Ropemaker Street
London
EC2Y 9LY
Legal adviser
Charles Russell Speechlys LLP
5 Fleet Place
London
EC4M 7RD
Registrars
Link Group
10th Floor, Central Square
29 Wellington Street
Leeds
LS1 4DL
Independent auditors
Financial PR adviser
BDO LLP
Chartered Accountants and Statutory Auditors
55 Baker Street
London
W1U 7EU
Alma PR
71-73 Carter Lane
London
EC4V 5EQ
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1Spatial plc
Tennyson House
Cambridge Business Park
Cowley Road
Cambridge
CB4 0WZ
www.1spatial.com