ANNUAL REPORT & ACCOUNTS
31 DECEMBER 2024
GETBUSY PLC - 10828058
CONTENTS
OVERVIEW
Our strategy
4
At a glance
5
Our values
7
STRATEGY AND RESULTS
Our products and capabilities
8
Our markets
10
CEO’s review
11
Financial review
14
CORPORATE GOVERNANCE
The board
16
Governance
18
Risk management
23
Remuneration report
25
Audit committee report
29
Directors’ report
33
Independent auditor’s report
35
FINANCIAL STATEMENTS
Group financial statements
41
Company financial statements
64
Note on Alternative Performance Measures
A variety of Alternative Performance Measures and software-specific terms are
used throughout this report. Please refer to Note 2 to the financial statements
for an explanation of the Alternative Performance Measures and a glossary of
terms.
OUR MISSION IS TO
BUILD SOFTWARE THAT
MAKES PEOPLE
PRODUCTIVE AND
HAPPY
OUR STRATEGY
Our strategy seeks to deliver material cash returns to
shareholders over the medium term together with the
creation of longer-term shareholder value in large and
attractive markets.
We are building a strategically valuable business in the US
accounting market, through SmartVault, that we believe
will enable substantial value realisation for shareholders in
the medium term. Additionally, we are capitalising on our
excellent reputation and heritage within professional
services to establish and scale Workiro in the ERP market,
building long-term shareholder value.
The Group is committed to sustained investment, from its
current funds and further self-generated cash resources, in
the pursuit of both medium- and long-term growth. The
underlying Virtual Cabinet and Workiro business remains
profitable and very cash generative, and our SmartVault
business has reached a scale at which it will generate
rapidly increasing EBITDA margins and cashflows over the
next couple of years.
We believe there is a substantial long-term growth
opportunity for software that supports the productivity of
knowledge workers, enhances their working day by
improving workflows, and contributes to the profitability of
the organisations that employ them. AI capabilities will be
transformational in these markets. This opportunity is
supported by enduring structural drivers such as stricter
regulatory requirements, a more hostile cybersecurity
landscape, tightening labour markets and increasing
workforce flexibility demands.
By remaining focused on specific, valuable markets, in
particular the accounting market, we continue to build a
high quality, sticky customer base for whom our products
have infrastructural characteristics. We believe this high-
value, professional customer base is strategically very
attractive as a result of the combination of the enviable
access we have to a very well-defined set of customers
with similar software requirements and the platform
characteristics of our products, which provide a content
spine integrated with multiple core business applications.
Whilst medium-term growth is expected to be driven
largely by the accounting market, in which we are
experienced and proven, growth over the longer-term is
expected to be significantly enhanced by the opening of
larger enterprise markets and the provision of enterprise
content management solutions via Workiro. As in
accounting, we expect success to come through the depth
of our integrations with other mission-critical software
platforms, such as ERP applications. The scale of the
Workiro opportunity warrants the sustained investments
we are making with the expectation that the solution will
continue to open substantially larger markets over the
longer term.
Our
competitive
edge
Focus on high value markets.
We have deep cumulative knowledge and
experience of the requirements of our chosen
markets, enabling us to create highly relevant
and valuable solutions for those markets.
First class, human customer service.
We empower our people to do everything they
can to make our customers productive and
happy, leading to 98%+ customer satisfaction
scores.
Deep integrations.
Our products integrate deeply into a wide
variety of mission-critical software, such as
practice management, ERP, tax and accounting
applications, helping our customers to build
best-of-breed technology stacks to power their
business.
Strong partnerships.
Working in partnership with other leading
software providers, such as Intuit, Turnkey IPS
and NetSuite, helps us to build stronger,
exclusive integrations that deliver an
outstanding user experience and sticky
customers.
Continuous development.
Agile methodologies and rapid product iteration
enable us to release feature improvements,
performance enhancements and new
capabilities at least monthly, ensuring
customers receive ever- increasing value from
our products.
Culture of innovation.
By staying close to our customers, we’re able to
identify new challenges for our product teams to
solve, encouraging our brilliant teams to
innovate and create novel solutions that
broaden our offering.
4
AT A GLANCE
Leader in productivity software for
professional and financial services.
Around 30% of the top UK accounting and professional
services firms trust us to manage and secure their most
sensitive data and documents.
Our 25-year history, deep expertise and innovative culture
has positioned us as the clear leader in document
management and productivity software for accountants, with
a strengthening position in the broader professional and
financial services markets.
Attractive markets with compelling drivers.
Our markets are substantial and resilient, with strong demand
stimulated by compelling drivers. We are part of businesses’
investment in digital transformation programmes and
anytime, anywhere working. Accelerating global consumer
privacy legislation is mandating businesses to implement
systems to secure and control their data and documents.
Sophisticated cyber-attacks are driving the need for even
higher IT spend.
Scalable SaaS business model with £21.6m
ARR.
Over 97% high margin recurring subscription revenue, high
customer retention rates and low levels of customer
concentration provides us with excellent revenue and cash
visibility. We have developed highly predictable
and transactional customer acquisition models, that together
with high lifetime values, have delivered 15% compound
annual growth in our SaaS annualised recurring revenue
since IPO. These factors provide us with a stable foundation
and high levels of confidence to invest in long term growth.
Growing capabilities to propel long term
growth.
With evidenced success in document management, we are
broadening our capabilities to solve an increasing number of
productivity challenges for our existing customers and within
new markets.
Our outstanding team of software architects, developers,
designers and integration engineers drive our product
innovation, complemented by carefully selected acquisitions
of high-potential early stage products.
High-quality, growing customer base.
Nearly 70,000 professionals interact with over 3 million
clients around the world using our products.
Our deep integrations into other mission-critical applications
lead to our software forming part of our customers’ digital
infrastructure, creating high barriers to entry, driving low
churn rates and leading to high lifetime values.
Our high gross margins lead to strong cash generation as our
products scale.
Ambitious, motivated team.
We have a clear ambition to distribute material cash sums to
shareholders in the medium term while building a
strategically valuable business in a larger market over the
long term. Our talented, experienced and motivated team
comprises diverse backgrounds coupled with shared values,
a common vision and a focus on our mission to make people
productive and happy.
£21.4m
TOTAL
REVENUE
15%
ARR CAGR
SINCE IPO
66k
PAYING USERS
99.7%
NET REVENUE
RETENTION
5
£21.6m
ARR
AT A GLANCE
Revenue
Annualised MRR
Recurring revenue as % of total
ARPU
Paying users
Adjusted EBITDA
Adjusted Profit / (Loss)
Available Cash Funds
6
0
5
10
15
20
25
2020
2021
2022
2023
2024
£21.4m
0
5
10
15
20
25
2020
2021
2022
2023
2024
£21.6m
90%
92%
94%
96%
98%
100%
2020
2021
2022
2023
2024
50,000
55,000
60,000
65,000
70,000
75,000
2020
2021
2022
2023
2024
(1.0)
(0.5)
-
0.5
1.0
1.5
2020
2021
2022
2023
2024
£1.5m
(1.4)
(1.2)
(1.0)
(0.8)
(0.6)
(0.4)
(0.2)
-
2020
2021
2022
2023
2024
-
1.0
2.0
3.0
4.0
5.0
2020
2021
2022
2023
2024
£3.1m
66,400
£150
£200
£250
£300
£350
2020
2021
2022
2023
2024
OUR VALUES
Every customer
experience must
include a smile.
Show grit and make
it happen.
Keep it simple.
The original and arguably
the most important rule.
If we can satisfy our
customers – and genuinely
improve their lives – success
will follow.
This applies to every single
customer. Every time. At
every point of interaction, no
matter how small. No
exceptions.
Your toughness and
perseverance are a better
predictor of your success
than any other factor. Also,
the happiest and most
successful people are the
ones who persevere: grit is
long-term.
There will be achievements
and failures along the way –
embrace the journey.
It’s hard to beat a person
who never gives up, so roll
up your sleeves and DO
things already.
We’ll keep this one short.
If you can’t explain it simply,
you don’t understand it well
enough, no matter how
smart you are.
Always challenge yourself to
radically simplify.
Better together.
Blow stuff up.
Data drives
decisions.
Stay positive.
Positive thinking will allow
us to achieve the
impossible.
No egos. Best idea wins.
We’ve got each other’s back.
There are introverts,
extroverts, creative,
emotional and logical
thinkers. We need everyone
working together to win.
A culture of innovation, not
fear.
We’re out to change the
world.
Therefore, we need to break
from convention and be a
disruptor to win.
We’re an agile company.
That means not being afraid
of change.
Remember: to improve is to
change, to be perfect is to
change often.
We’re a data driven
organisation. We must be
led by our data and be agile
to it.
We need to collect as much
data as possible, understand
it as simply as possible, then
come to the best possible
decision.
You must determine your
own personal success with
data. If you don’t report on it,
it didn’t happen.
7
OUR PRODUCTS & CAPABILITIES
CORE
BUSINESS
SYSTEMS
CHAT
E-MAIL
ROUTING
DOCUMENT
MANAGEMENT
CLIENT
PORTALS
We free-up our clients’ time, protect their reputation and improve their bottom line.
Client-facing professionals want to spend as much time as possible serving their clients rather than dealing with admin.
Organisations want their relationships with and between customers, suppliers and staff to be enhanced, rather than frustrated,
by the systems they use. Employers want their staff to enjoy their work and feel engaged rather than bogged down by
unwieldy processes and archaic applications. And in an increasingly dangerous world, everyone wants to know their data is
protected.
GetBusy’s SaaS applications streamline complex workflows for nearly 70,000 fee-earning professionals, financial services
businesses and ERP-enabled enterprises, equipping people to work efficiently and securely from anywhere. Our market-
leading products automate and secure how organisations initiate, manage and complete work, simplifying cumbersome
compliance processes and creating straightforward, differentiated ways to interact with customers, suppliers and staff.
Following success in document management, we are broadening our capabilities to solve an increasing number of productivity
challenges for our existing customers and within new markets.
8
OUR PRODUCTS & CAPABILITIES
9
Single source
of truth
Data synced
between
platforms
Fewer
clicks
Less
switching
between
screens
More
automation
to reduce
admin
Less chance
of human
error
More work
done more
quickly
SEAMLESS FLOWS OF DATA THROUGH HUNDREDS OF INTEGRATIONS
Document workflow
management, client
portal and digital
signatures
Deep integrations with
leading tax software
US and UK accounting
firms
100% cloud
100% subscription
Document workflow
management, client
portal and digital
signatures
Deep integrations with
multiple professional
applications
UK and ANZ professional
and financial services
firms
Cloud, hosted, desktop
and hybrid
100% subscription
Enterprise content
management
Deep integrations with
ERP
SME to global
enterprises
100% cloud
100% subscription
OUR MARKETS
The challenges that are common to our clients.
Our expertise is in developing software to solve common areas of challenge across professional and financial services:
Service. Our clients need to deliver a consistently excellent client experience to maintain their position as trusted
advisers.
Optimisation. Competition for knowledge workers is fierce, with many specialisms seeing very substantial salary
inflation. Optimising time spent on value-added work is increasingly important to our clients maintaining and
improving their margins.
Regulation. The regulatory landscape for our clients is constantly evolving and tightening; navigating those
challenges efficiently is critical to remaining competitive.
Security. Preventable data breaches can destroy a firm’s reputation. In a world in which cyber threats are
considerably more prevalent, adequately protecting valuable client and proprietary data and documents becomes
mission-critical.
ACCOUNTING AND
PROFESSIONAL SERVICES
£750m
ARR opportunity
CLOUD ERP-ENABLED
BUSINESSES
£1b+
ARR opportunity
FINANCIAL SERVICES
£1b+
ARR opportunity
Tailwinds from compelling market drivers
DIGITAL
TRANSFORMATION
Increasing private equity
ownership of accounting firms
driving tech adoption.
67% of accountants expect the
cloud to change their role in the
next 10 years.
MOBILITY
Global acceleration of work-
from-anywhere
PRIVACY LEGISLATION
Relentless proliferation of
international and state-based
privacy regulation.
68% of firms concerned about
impact of regulation.
CYBER SECURITY
17.5% annual increase in
corporate data security spend.
89% of accountants consider an
understanding of digital / cloud
technology to be critical to their
future.
RECESSION RESILIENCE
Infrastructural products and
generally resilient end market.
LABOUR SHORTAGES
Chronic shortage of new
accountants entering the
profession driving productivity
tech adoption.
Increase in offshoring to plug
labour gap requires robust and
secure software platforms.
10
CEO’S REVIEW
The business made strong progress in 2024, a year which yielded a
43% increase in adjusted EBITDA and the first year that the Group has
broadly broken even at the adjusted profit level. Annualised
Recurring Revenue (ARR) grew by 6% at constant currency to £21.6m
with reported recurring revenue up 4% at constant currency to
£20.8m. Total revenue was up 3% for the Year, at constant currency, to
£21.4m. Net cash at 31 December 2024 was £1.1m with available cash
funds of £3.1m, with an additional £1m of available funds added to the
Group’s debt facility since the year-end. The board considers the
Group to be sufficiently funded to execute its strategy.
Within SmartVault, we continued to generate double digit ARR
growth. Importantly, we have subsequently deepened our
longstanding strategic partnership with Intuit, one of the dominant
players in the US accounting market, powering the only document
management solution natively integrated with ProConnect, Intuit’s
next generation cloud tax prep application. The board is confident
this partnership will further accelerate SmartVault’s growth over the
coming years. We also extended our product capabilities with the
acquisition of SmartPath, providing a platform on which we can build
a more extensive offering to help accountants transition to become
advisory-led firms, and we expect to deliver further significant
product value across the whole SmartVault platform over the next 12
months.
Within Workiro, we saw encouraging new customer wins from our
partnerships in the ERP market. New business grew over 500% over
2023, exceeding our average selling price expectations and providing
additional confidence the enterprise market targeted by Workiro is
characterised by large deal sizes and low churn, driving strong
customer lifetime value. We also strengthened our base of platinum
partners, including the addition of RSM, Europe’s largest provider of
NetSuite implementation services, products and solutions and part of
a leading global network, giving the board confidence that the ERP
ecosystems understand the significant customer problems our
solution is solving.
The path to creating material cash returns for shareholders over the
next few years is clearer and, we believe, more achievable than ever,
strengthened by recent industry-related transactions in the market.
The board has a high degree of confidence in the successful
execution of its strategy.
The path to creating material
cash returns for shareholders
over the next few years is
clearer and, we believe, more
achievable than ever.
“
11
CEO’S REVIEW cont.
12
SmartVault
SmartVault is the leading cloud document
management and client portal software serving US
accountants. Through deep integrations and a long-
established and ever-closer commercial partnership,
SmartVault now powers the only document solution
fully integrated into Intuit’s cutting-edge ProConnect
tax prep application, supporting the acceleration of
cloud adoption for the c. 100,000 users of Intuit’s
Lacerte and ProSeries tax products as well as
ProConnect’s increasing market share. In 2023,
SmartVault completed its integration into Thomson
Reuters’ Ultratax, which roughly doubles the medium-
term market opportunity, and in 2024 that reusable
integration blueprint has opened SmartVault’s
capabilities to users of CCH and Drake, providing
coverage to almost all tax professionals in the US.
The acquisition of SmartPath, the pricing intelligence
and revenue optimisation platform, in March provides
an important tool to enable accounting firms to
expand from tax compliance services, which are
becoming increasingly commoditised, into value-
added advisory services. The importance of advisory
to the future of US tax accountants cannot be
overstated; a recent survey by Accounting Today
found that 80% of firms were seeing substantially
higher demand for advisory services. Starting with
SmartPath, we plan to selectively add to the
capabilities of SmartVault to create a valuable toolset
that facilitates the advisory transition for our
customers, increasing ARPU and the embeddedness
of the SmartVault platform into our customers’
workflows.
SmartVault ARR grew 10% to $15.3m (2023: $13.9m).
New customer acquisition has been more focused
than ever on our core accounting market, where we
see excellent return on investment from high value,
sticky customers. Our reseller channels have
performed well and continue to be a valuable
contributor to the sales mix, whilst SmartPath has
been encouragingly additive.
Churn and net revenue retention were both in line
with 2023. Churn rates averaged 1.0% per month (and
half that rate for customers using our Intuit
integration), which is materially better than the typical
rates in the B2B SMB space, a testament to the quality
of the customer base and SmartVault’s excellent
product market fit. We continue to see steady uptake
of the Unlimited plan that we launched in late 2023
and that now accounts for 7% of ARR; the ARPU uplift
from Unlimited is up to 40% and we expect to
continue to add more capabilities and value into that
plan to drive sustained ARPU improvements into the
future.
.
The fact that
SmartVault is
completely
integrated with our
tax software means
that this tax season is
going to be a lot
smoother, and we’ll
reap significant time
savings too.
Robin Johnson
Owner
CEO’S REVIEW cont.
Workiro
Collectively, Virtual Cabinet and Workiro serve
enterprise customers in the professional and financial
services sector together with a broad range of
industries through Workiro's deep integration into
ERP systems, with an initial focus on Oracle's NetSuite
application. NetSuite's installed base of over 41,000
enterprise customers provides a considerable market
opportunity for Workiro, with the broader cloud ERP
market being significantly larger.
Workiro’s vision is exciting. The serious challenge of a
fragmented systems landscape, and the significant
productivity and security risks that creates, exists in
most businesses. Workiro solves that challenge by
establishing the source of truth for an enterprise’s
content, securing that content and allowing it to be
surfaced, actioned, classified and shared contextually
and intelligently within the interface of other core
applications, such as NetSuite. The introduction of
Workiro Intelligence, our suite of AI-powered tools, the
first of which is now available, enables customers to
draw insights and recommended actions based on
the huge volume of enterprise data, customer
correspondence and documents secured within the
application.
Our primary route to market is through a network of
partners, including technology aggregators, NetSuite
resellers and consultants, with a combination of
established customer bases and well-connected go-
to-market teams. Partnerships enable us to leverage
domain expertise from those partners in a wider
variety of industries, enabling us to identify high-value
vertical markets served by NetSuite that have complex
content workflow requirements that Workiro can
solve. We were pleased to add more quality names to
our platinum partnership programme in the year,
including RSM, Europe’s largest provider of NetSuite
implementation services, products and solutions. We
are seeing particular strength in the mid-tier US
accounting firm market through our integration with
PracticeERP, which provides a customised NetSuite
instance for CPA firms; Workiro’s origins from within
Virtual Cabinet, which pioneered document
management software for accountants, lends
significant credibility to the offering.
In 2024 we saw a 500% increase in new business for
Workiro, winning a series of 5-figure ARR deals that
provide a high degree of confidence in our ability to
achieve attractive selling prices and win larger
customers into the future.
Our go-to-market activities are now dominated by
Workiro. Migration of customers from Virtual Cabinet
to Workiro, typically generating an additional 20% -
30% of revenue per user, has gained a reasonable
momentum; in 2025 we will invest in tooling to
automate substantial parts of the process, providing
customers with as seamless a migration experience as
possible and reducing the overhead burden.
ARR of £9.5m, was in line with 31 December 2023, a
result of the transition from a Virtual Cabinet-led to a
Workiro-led business. 2024 saw higher than usual
churn in the legacy customer base, principally a result
of mid-market accounting firm consolidation and the
mandating of specific cloud technology stacks, the
decisions for which were made before Workiro was a
credible alternative.
Current trading and outlook
Our revenue is highly predictable. Our markets are
resilient. Our products solve relatable, practical
problems. Our customer base is loyal. Our balance
sheet is strong.
2025 has started well, with the deepening of
SmartVault’s strategic partnership with Intuit, a
growing enterprise sales pipeline in Workiro and a
compelling product roadmap across the Group. We
expect the improvement in ARR growth rate seen
during H2 2024 to continue into 2025 and beyond.
The board remains excited about the Group’s
prospects to deliver exceptional shareholder value
over the medium- and long-term, and looks forward
to the future with increasing confidence.
13
FINANCIAL REVIEW
Recurring revenue was up 4% at constant currency
(3% at reported currency) to £20.9m (2023: £20.3m),
with growth in the US, through SmartVault, tempered
by flat performance in the UK and ANZ (which
comprises Virtual Cabinet and Workiro).
ARR, which is our recurring revenue run-rate, grew by
6% at constant currency to £21.6m (2023: £20.5m).
ARR growth was largely from higher ARPU, a product
of both expansion (customers moving to higher level
plans or adding more modules) and higher base
pricing. ARPU was up 9% at constant currency to
£323. The reduction in paying users principally reflects
the Group’s focus on higher value user groups (for
example, in the US, those in the accounting sector),
which has caused a reduction in users in non-core
sectors.
Net revenue retention of 99.7% per month compares
to 100.0% in 2023, an exceptional comparative period
that contained the impact of the final set of UK
customers moving to the Virtual Cabinet Unlimited
pricing plan.
Non-recurring revenue of £0.6m was down on 2023,
given the focus on subscription revenue, taking total
revenue to £21.4m (2023: £21.1m), up 2% (3% at
constant currency).
Gross margin of 89.5% (2023: 90.1%) reflects the greater
proportion of revenue from our cloud products,
principally SmartVault and Workiro, as opposed to on-
premise products for which there is very little ongoing
cost of sale.
SG&A costs of £14.4m (2023: £14.8m) were tightly
controlled, with lower performance incentive costs,
travel, and a rebalancing of SmartVault customer
acquisition investment to better match demand.
Total development expenditure was down fractionally
to £4.8m (2023: £4.8m) with headcount essentially flat
during the year. £1.5m of development costs were
capitalised (2023: £1.7m) across Workiro and
SmartVault relating to a combination of new
integrations, core functionality and new capabilities.
Adjusted EBITDA was up 43% to £1.5m (2023: £1.0m),
whilst the Group broke even at the adjusted profit
level, which is stated before development
capitalisation (2023: £(0.6)m).
Depreciation and amortisation was £1.2m (2023:
£0.9m) as a result of the higher gross capitalised value
of development costs arising from Workiro costs
starting to be capitalised in 2022.
The credit for long-term incentive costs, including
associated social security, of £0.4m (2023: charge of
£0.3m), reflects modifications made to the SmartVault
Leadership Incentive Plan to make reward under the
plan entirely contingent on an acquisition by a third
party.
Non-lease finance costs relate to the Group’s £2m
revolving credit facility.
The profit before tax was £0.6m (2023: loss of £0.5m).
The tax credit of £0.3m (2023: credit of £0.3m) reflects
a conservative estimate of the expected UK research
and development tax credit offset by overseas tax
payable in the US, Australia and New Zealand and the
write-off of £0.1m of withholding tax that is unlikely to
be recoverable.
2024
2023
Change
(reported
currency)
Change
(constant
currency*)
ARR at 31 December
£21,591k
£20,524k
5%
6%
Recurring revenue
£20,853k
£20,311k
3%
4%
Total revenue
£21,445k
£21,112k
2%
3%
Adjusted EBITDA
£1,496k
£1,045k
43%
Adjusted profit / (loss) before tax
£3k
£(629)k
n/a
Paying users at 31 December
66,400
68,227
(3%)
ARPU at 31 December
£323
£301
7%
9%
Net revenue retention
99.7%
100.0%
n/a
14
* Constant currency measures are explained in note 25 of these financial statements
FINANCIAL REVIEW cont.
Cashflow and working capital
In addition to being break-even at the adjusted profit
level, the £0.9m reduction in net cash (being cash less
borrowings) comprised the following key movements:
•
a £0.7m reduction in payables, largely from the
settlement of historic US sales tax liabilities and
lower performance incentive accruals at the end of
2024 compared to 2023;
•
a £0.2m increase in trade and other receivables,
due mostly to timing of collections from customers.
The rate of bad debts remains very low;
•
A £0.2m upfront payment for the acquisition of
SmartPath
•
£0.1m of interest payable on the Group’s £2m
revolving credit facility
•
a cash inflow of £0.5m from deferred revenue
movements, mostly due to the growth in ARR and
the large proportion of customers on annual
prepaid subscription plans;
•
a net tax cash inflow of £0.1m, from UK research
and development tax credits offset by payments in
other jurisdictions.
Net cash at 31 December 2024 was £1.1m (31
December 2023: £1.9m), comprising cash of £2.3m and
drawn loan facilities of £1.2m. The Group’s available
cash is underpinned by a £2m revolving credit facility
committed until February 2027, of which £1.2m was
drawn at the end of the year.
On 24 March 2025, the Group amended and extended
its unsecured revolving credit facility with DJZ
Investments Pty Limited, an entity controlled by a
director, Clive Rabie. The facility was increased from
£2million to £3million, its term was extended to 31
December 2028 (previously 28 February 2027) and the
lender was transferred to Clive Rabie directly. All other
terms remained the same.
Balance sheet
Goodwill of £0.6m (2023: £nil) arose on the acquisition
of SmartPath. The £0.6m increase in intangible assets
is due to capitalised development costs exceeding
amortisation levels.
Lease assets increased in the year by £0.5m to £1.4m,
as the Group elected not to exercise the break clause
on its UK property, so the full term of the lease is now
factored into the right of use asset and associated
liability.
Trade and other receivables increased by £0.2m to
£2.1m, mostly a result of timing differences on cash
collection from customers. The current tax receivable
of £0.6m relates mostly to the UK research and
development tax credit due for the 2024 and 2023
financial years. The £0.1m reduction in tax payable
within current liabilities relates to Australia and New
Zealand, both of which incurred a tax charge for 2023
(payable in 2024).
The £0.7m reduction in trade and other payables and
provisions is chiefly the result of the settlement of
historic US sales tax liabilities.
Deferred revenue, which is mostly derived from
annual subscriptions paid in advance was up £0.5m at
£7.0m, a result of a larger subscription revenue base
and the stronger USD.
The total lease liability of £1.5m relates to our
Cambridge, Houston and Sydney office premises; the
increase compared to 2023 arises from the fact the
Group did not exercise its right to break its UK office
lease early, and so the balance of the 10-year lease
arrangement has been recognized within the liability
and the related right of use asset.
The reduction in current liability provisions to £0.4m is
due to the impact of share price on the potential
social security payable on exercise of share options,
together with a reduction in the number of options
exercisable. In 2023, a non-current liability provision of
£0.3m was recognized following the implementation
of a long-term incentive scheme within the Group’s
US business; during 2024 the terms of that scheme
were amended, making it fully contingent on a
disposal of the SmartVault business rather than
specific ARR targets, leading to the derecognition of
the related provision.
Over the course of 2024, 119,546 new shares were
issued as a result of the exercise of share options.
15
THE BOARD
Dr Miles Jakeman AM
Non-executive chairman (independent)
Appointed July 2017
Member – Audit committee
Member – Remuneration committee
Miles is the co-founder of the Citadel Group Limited (CGL), a Canberra start-up that listed on the
Australian Stock Exchange in November 2014 and sold in 2020 for over £284 million.
He has regularly advised senior business leaders and government officials, including
representing countries in ministerial level forums. His key skills cover business strategy, program
management, security risk management and staff development.
Miles was appointed as a Member of the Order of Australia (AM) for significant service to
business, to national security and to the community.
Daniel Rabie
Chief executive officer
Appointed June 2017
Daniel is passionate about technology solutions and their impact on the business landscape. He
has a deep understanding of what it takes to build a successful SaaS business.
Daniel started his career in corporate advisory before moving to senior positions in a start-up
venture and a cloud technology company. Daniel became a Strategic Director of Reckon in 2010
and in 2015 was appointed as Reckon’s Chief Operating Officer leading the strategic direction of
Reckon’s IT, Development, Marketing and HR shared service divisions across four countries.
During this time Daniel managed the delivery of innovative online accounting, fintech and
document management solutions to thousands of customers globally and led the demerger of
GetBusy.
Paul Haworth
Chief financial officer
Appointed April 2018
Paul spent a decade with Deloitte advising a range of listed and private technology and software
clients, leading a number of IPOs and transformational M&A engagements.
Since then he has spent 14 years in senior corporate and commercial financial roles with listed
international high- tech manufacturers, including Consort Medical, Dialight and LPA. He joined
GetBusy immediately after IPO in 2017 and has responsibility for finance, operations, IT, cyber
security and investor relations.
Paul qualified as a chartered accountant and holds a degree in Astronomy from University
College London.
16
THE BOARD cont.
Nigel Payne
Senior independent director
Appointed July 2017
Member – Audit committee
Chairman – Remuneration committee
Nigel has considerable experience as a director of both publicly listed and private companies. He
has extensive experience of listing companies and fund raising, having been actively involved in
over ten IPOs and over 20 corporate acquisition and disposal transactions.
Nigel was previously Chief Executive Officer of Sportingbet Plc, one of the world’s largest internet
gambling companies which made a number of acquisitions whilst listed on the London Stock
Exchange and was later bought by GVC plc.
Nigel holds an executive MBA from the IMD Business School (Lausanne, Switzerland) and a
degree in Economics and Accounting from Bristol University.
Paul Huberman
Non-executive director (independent)
Appointed March 2020
Chairman – Audit committee
Member – Remuneration committee
Paul has over 30 years’ experience in the real estate and finance sectors and has considerable
experience as a director of both publicly listed and private companies.
Paul was previously finance director at 3 companies listed on the London Stock Exchange,
including Asda Property Holdings plc, Regent Inns plc and Grantchester Holdings plc.
Paul is currently a non- executive director at London- listed Town Centre Securities plc and a
director at Galliard Homes Ltd, a major UK home builder as well as several smaller private
companies.
Paul is a chartered accountant and chartered tax adviser and holds a degree in Economics from
Manchester University.
Clive Rabie
Non-executive director
Appointed June 2017
Clive is an experienced private and public company director, with a range of directorships.
He has extensive management and operation experience in the IT and retail sectors as both an
owner and director of companies. Clive was Chief Operating Officer of Reckon from 2001 to
February 2006 during which time he played a pivotal role in the turnaround of the company.
From February 2006 to December 2022 Clive was the Chief Executive Officer and then Managing
director of Reckon and now continues as its Chairman.
Clive has a Bachelor of Commerce from the University of Cape Town.
17
GOVERNANCE
Our
competitive
edge
Put simply, the board’s job is to ensure we’re doing the right things - by our
shareholders, our customers, our suppliers, our people and our neighbours.
The board sets the direction of the Group, regularly reviews that the
direction remains the right one and ensures that resources are procured
and deployed appropriately to move in that direction.
As chair, I lead the board and it is my role to ensure that the Group’s
corporate governance model is properly selected, implemented and
communicated. I am responsible for ensuring that the board agenda
concentrates on the key issues and that we as a board are regularly
reviewing the Group’s strategy and its implementation. I work with our
CEO, Daniel Rabie, and our CFO, Paul Haworth, to ensure that accurate,
timely and clear information is received by the rest of the board and that
there is a good flow of information between senior management and the
board. I am a non- executive director, so I am not involved in the day-to-day
running of the business which enables me to make independent decisions.
The board is also responsible for monitoring that the Group’s culture is
consistent with the Company’s objectives, strategy and business model.
Each board meeting includes a discussion of people and culture, and board
members make regular visits to the Company’s offices, including those
overseas, to hold discussions with a wide variety of staff, including the Chief
People and Culture Officer, to monitor and promote a healthy corporate
culture.
We have elected to adopt the Quoted Companies Alliance Corporate
Governance Code (“QCA Code”). We believe this provides an appropriate
framework for smaller growth businesses in which the application of good
governance needs to be sensitive to the need to foster an entrepreneurial
dynamism. We currently apply the 2018 version of the QCA Code. We will
be adopting the revised 2023 version as our reference point with effect
from the year-ending 31 December 2025.
Below we address each of the 10 principles of the QCA Code and their
application within GetBusy. We welcome feedback from shareholders and
those seeking to invest on our governance arrangements and how we
communicate them; if you would like to share your views or have any
queries, please contact us via the online form at www.getbusyplc.com
Dr Miles Jakeman AM
Chairman
18
GOVERNANCE cont.
Principle 1
Strategy
Establish a strategy and business model which promote long term value for
shareholders.
Our aim is to deliver medium-term cash returns and create long-term value for
shareholders by promoting growth in high-quality, recurring subscription revenue.
Subscription revenue is highly predictable and sustainable, providing an exceptionally
stable platform from which to invest for growth. Recurring revenue is also highly valuable,
generating significant free cash flow as the business matures.
The markets in which we operate are strategically very valuable (see p10), with strong
customer retention rates, a high resilience to economic turbulence, and robust underlying
growth drivers.
To promote sustained growth over the long term, we invest appropriately in the continued
improvement of our established products as well as in new capabilities to serve new
markets with similarly high-value characteristics. These technology underpinnings enable
us to grow recurring revenue through a combination of new customer growth and
expansion of our product footprint within existing customers.
Principle 2
Shareholder
needs
Seek to understand and meet shareholder needs and expectations
We engage with shareholders in various ways, including:
•
A comprehensive dedicated investor relations website and appropriate published RNS
new flow;
•
Regular (at least biannual) face-to-face meetings with our major shareholders;
•
Ad-hoc meetings with prospective and existing shareholders as appropriate;
•
Hosting an open AGM, providing access to all members of the board;
•
Liaising with advisers, including the Company’s retained broker, to gauge shareholder
sentiment.
The Company’s CEO and CFO lead regular investor interactions, and the Chairman and
sub-committee chairs meet with individual shareholders as necessary, typically on matters
of governance.
Principle 3
Wider
responsibilities
Take into account wider stakeholder and social responsibilities and their implications
for long-term success
Our business model relies on our relationships with customers, staff, suppliers, integration
partners and channel partners. We also take seriously our social, environmental and
ethical responsibilities to the local and national communities in which we operate.
One of the GetBusy core values is that every customer experience must include a smile;
this really means something to everyone in our business. We regularly obtain direct
feedback from our customers, responding quickly to any areas in which we fall short. We
quantify all feedback received, and this is reported on a regular basis to the leadership
team. Each product iteration has its origins in customer feedback.
To execute our strategy, it is critical that we have the right people and that we develop,
motivate, reward and retain them. The responsibility for this mainly falls to our People and
Culture team who are well-embedded within the business. The team build, implement
and maintain frameworks in areas such as talent acquisition, succession, learning and
development, career progression, reward and recognition, engagement and the
promotion of an inclusive, meritocratic culture.
We encourage our people to play active roles in their communities and to enrich the lives
of others, both as individuals and through their work. We provide two dedicated
volunteering days to each member of staff annually.
Outside of cloud providers such as Amazon Web Services, our business is not reliant on
any individual supplier. Feasible alternatives exist for most of the technologies and
services we use, although not necessarily without significant disruption or additional cost.
We have a clear understanding of who our key channel and integration partners are, and
we maintain close relationships with them. This may take the form of collaborative
marketing, hosting joint product demonstrations or face-to-face meetings.
19
GOVERNANCE cont.
Principle 4
Risk
management
Embed effective risk management, considering both opportunities and threats,
throughout the organisation
Management of risk is a core function of the board. The Group has an established risk
management process that examines opportunities and threats at the strategic and
operational level. The Group has in place a risk register and the principal risks and
uncertainties facing the Group are disclosed in our Annual Report.
Risk management is a continuous process and, notwithstanding the principal risks
previously highlighted in our most recent Annual Report, we will continue to review and
modify these as necessary. Any material changes will be disclosed in our regular reporting
updates to market. Further information about our risk management process is found on
page 23.
Principle 5
Well-
functioning
board
Maintain the board as a well-functioning, balanced team led by the Chair
The board comprises a non-executive independent Chairman, 2 executive directors (the
CEO and CFO) and 3 non-executive directors, of whom 2 are independent. Clive Rabie is
not considered to be independent as he holds a substantial shareholding and is the father
of Daniel Rabie. He has an outstanding understanding of the Group’s core markets. One
of the independent non-executive directors is nominated as the senior independent
director. See pages 16 and 17 for which directors are considered independent.
Both executive directors are employed on a full-time basis by the Company. The time
commitment required by non-executive directors is not prescribed however it is expected
that each non-executive director will dedicate sufficient time to the Company to
understand the business, prepare for and attend board and committee meetings and carry
out other work that is necessary for them to fulfil their duties as a director. In addition, it is
expected that non-executive directors have sufficient capacity to increase their time
commitment to the Company if necessary, for example in the event of a crisis or significant
transaction.
Each director has confirmed that they have sufficient time available and sufficient capacity
to carry out their role. This is reviewed annually by the Chairman for all other directors; the
Chairman’s availability and capacity is reviewed by the Senior Independent director.
Typically, the board holds 6 formal full meetings each year, with additional calls and
committee meetings as required. During 2024 all directors attended all board meetings
and all Committees of which they are a member.
Principle 6
Director skills
and experience
Ensure that between them the directors have the necessary up-to-date experience,
skills and capabilities
Competence, relevant and diversified business experience and good character are the
attributes and personal qualities sought in the Group’s directors. The members of our
board have a variety of skills and experience that collectively provides an excellent balance.
Skillsets represented include, but aren’t limited to, high growth companies, product
management, user experience, enterprise software, digital marketing, operations, risk
management, cyber security, UK public market and regulatory landscape, start-ups, scale-
ups, financial management, investor relations and governance. Individual experience and
skillsets can be found on pages 16 and 17.
On appointment, new directors are offered an induction and training considered
appropriate by the board. The directors receive briefings at board meetings on regulatory
and other issues relevant to the Group and its business sector and may attend external
courses to assist in their professional development. No external advice was procured by
the Board in 2024 outside of routine legal, company secretarial or public market matters.
The role of Company Secretary is performed by Paul Haworth, who is also a director.
Where necessary, advice is taken from the Group’s lawyers, Ashurst, in respect of complex
company secretarial matters, of which there were none during 2024. The Senior
Independent director oversees the performance of the Chairman and acts as his deputy
should the need arise.
20
GOVERNANCE cont.
Principle 8
Corporate
culture
Promote a corporate culture that is based on ethical behaviours and values.
The values of GetBusy, set out on p7, are bold and clear. They are the guiding principles to
the way we run our business and make decisions. So far as possible, we ensure that these
values are visible through our recruitment processes, internal communications and
management style, corporate reports and external announcements. We expect that the
board and leadership team demonstrate these values in their work. Our policies and
procedures are designed with these values at their core. The directors’ visits to each office
of the Group serve to monitor and promote the culture, setting the example for others.
Principle 9
Governance
structures
Maintain governance structures that are fit for purpose and support good decision-
making by the board
The Chairman’s role and responsibilities have been described previously.
The CEO’s primary responsibilities include:
•
To develop GetBusy’s strategy for consideration and approval by the wider board;
•
To provide cultural leadership, setting and modelling expected behaviours; and
•
Lead the senior management team in implementing GetBusy’s strategy and delivering
operational objectives.
The CFO leads communications with current and prospective shareholders and also serves
as the company secretary; this is considered appropriate for and is commonplace within
companies of our size. The role of the company secretary is to advise the Chairman and
board on both legal and regulatory compliance matters, as well as providing a conduit for
all the directors into the workings of the company.
The audit committee provides confidence to shareholders on the integrity of the financial
results of the company expressed in the annual report and accounts and other relevant
public announcements of the company. The audit committee challenges both the external
auditors and the management of the company. It also considers the engagement of
auditors including tendering and the approval of any non-audit services. The audit
committee reviews and reports to the board on any significant reporting issues, estimates
and judgements made in connection with the preparation of the company’s financial
statements. The audit committee is chaired by Paul Huberman and its members include
Nigel Payne and Miles Jakeman.
The remuneration committee makes recommendations to the board on the Company’s
remuneration policies and practices, the remuneration of executive and non-executive
directors and the level and structure of remuneration for senior management. The
remuneration committee is chaired by Nigel Payne and its members include Miles
Jakeman and Paul Huberman.
Principle 10
Communication
Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders.
The Group’s principal governance arrangements are described within this statement and
elsewhere within this Annual Report. The chairman discusses governance arrangements
routinely with significant shareholders, usually annually ahead of the Company’s Annual
General Meeting but at other times if necessary.
The Group’s performance is disclosed regularly via regulatory filings and related
presentations and announcements. Results are discussed with shareholders at least every
6 months.
21
Principle 7
Continuous
improvement
Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement
The board typically reviews its performance annually with an anonymised survey for which
results are shared and discussed with the entire board. The Chairman is responsible for
agreeing an action plan to improve the board’s performance. At the last review in 2023,
the board agreed to examine its arrangements for succession planning, to consider on an
ongoing basis the diversity of board members, to increase the level of monitoring around
the Group’s carbon footprint and to increase the proportion of board meetings that are in-
person. The board doubled the number of in-person meetings in 2024.
GOVERNANCE cont.
Companies
Act s172
statement
In making decisions, the directors take into account the potential long-term implications
of those decisions. This is a core component of the Group’s strategic planning process and
involves gathering market and business information, scenario planning and the
application of experience and knowledge of current affairs by members of the board.
In order to take account of the Group’s employees, the Group has recruited a People and
Culture team, which implements initiatives to ensure that the views and needs of our
people are taken into account in our planning and decision making. Each board meeting
includes a discussion around people and culture matters, information from which is used
within decision-making processes at board level.
How we foster business relationships with suppliers, customers and others, and the impact
of our operations on the community and environment, is explained within Principle 3 of
our governance arrangements described on page 19. The direct environmental impact of
the Group’s operations is mimimal. We strive to maintain a reputation for the highest
standards of business conduct. Our adoption of the QCA Corporate Governance Code
provides a framework for how we achieve that.
The directors recognise the need to act fairly between members of the Company.
Wherever a conflict or potential conflict arises, the board takes independent legal and
professional advice to ensure that members are treated fairly.
During 2024, the board’s key decisions were around the allocation of capital to the Group’s
businesses and oversight of performance. During this process, the board reviewed a
variety of information from management around the market opportunity, the impact of
the strategy on employees, together with future staffing requirements, relationships with
key partners and how to develop new partnerships, customers and the execution risks. The
board also received and evaluated feedback from a variety of shareholders on the strategy
and incentive plans.
Risk
management
The board is ultimately responsible for the effective management of risk with detailed
scrutiny delegated to the Audit Committee.
Risks are identified through a number of formal and informal forums throughout the
business and in consultation with external advisers. The diverse sources of risk
identification improve our ability to understand the complete universe of risks to which the
business is exposed.
Once identified, each risk is classified, its likelihood of occurrence and consequence are
estimated, a mitigation plan is established and the risk is recorded on the Group’s risk
register. Risks assessed as “major” or worse are tracked regularly with the board.
The board provides robust challenge to the executive directors on the completeness of the
risks identified, their classification and the effectiveness of the mitigation plans in place.
In 2024, the Group’s risk landscape has remained broadly similar to 2023.
The table on the following pages shows the principal risks and uncertainties faced by the
Group, being those that are most likely to have an impact on the Group’s ability to deliver
its strategy.
22
RISK MANAGEMENT
Risk
category
Description of
risk
Relevance to
strategy
Potential
consequences
Mitigating controls
Strategic
The Group’s
portfolio includes
a number of new
products that are
early- stage and
unproven. They
may fail to
generate
independent
revenue streams
of sufficient value.
New product
development
allows us to
generate
recurring
revenues from
new markets or
additional
revenue from
existing
customers.
Reduction in
growth potential
of Group.
Potential loss of
cash invested to
acquire, develop
and market
product with little
or no return.
Potential need to
realign cost base
of business.
Recruitment of experienced
and high-performing team to
launch product. Agile
development methodology
allows a “fail- fast” approach,
limiting investment in dead-
end areas. Development of
performance goals during
product-market-fit stage of
development. Acquisition
consideration includes
performance- related
elements.
Strategic
The core
architecture of
Virtual Cabinet is
on-premise rather
than cloud-based.
As the market
starts to seek
cloud- based
solutions, Virtual
Cabinet may
become
uncompetitive.
Virtual Cabinet
contributes
meaningfully to
the Group’s
recurring revenue.
Slowing revenue
growth or
revenue decline.
Significant
customer churn.
Reduction in
achievable selling
price.
Need of Virtual Cabinet’s
customers largely overlap
with those of the target ERP
market for Workiro. Workiro
provides a cloud migration
path for Virtual Cabinet
customers, and we are
developing tooling to enable
the swifter migration of
Virtual Cabinet customers to
Workiro.
Legal /
regulatory /
reputational
Our software
handles large
volumes of
sensitive client
data. A significant
loss of data, a
compliance
breach, or
malicious actions
from an internal
or external party,
may have serious
and wide-
reaching
implications.
The security and
reputation of our
products is an
important part of
attracting new
business and
retaining existing
customers.
Significant
regulatory fines
and sanctions
leading to
significant
financial loss.
Significant loss of
customers and
reduction in new
customer
acquisitions.
Potential legal
action by
impacted
customers
leading to
financial loss.
Rigorous security
programme overseen by
designated, experienced
Chief Information Security
Officer, with continuous
investment in security
technology. Certification of
the Group to ISO 27001 and
parts of the Group to SOC2
type II. Clearly documented
internal procedures for
protecting client data.
Commercial
In certain
territories, the
Group is reliant on
external partners
for significant
channels to
market and
product
integrations. The
Group may be
vulnerable to the
ongoing
collaboration and
success of those
partners and to
the tightening of
commercial
terms.
Access to sales
channels allows
us to grow our
subscription
revenue in a
relatively efficient
manner and
allows us access
to markets that
might otherwise
be difficult to
penetrate or
retain. High
quality product
integrations add
significant value
to our customers
and lead to lower
churn rates.
Reduction in
revenue growth
or revenue
decline. Increased
costs of acquiring
new customers or
maintaining
existing
customers with
certain product
integrations.
Close relationships
maintained with key partners
at senior leadership level.
Continual improvement in
volume and quality of
product integrations offered.
Expansion of products into
new verticals and territories
to minimise exposure to
individual partners.
23
RISK MANAGEMENT cont.
Risk
category
Description of
risk
Relevance to
strategy
Potential
consequences
Mitigating controls
Operational
The successful
execution of our
strategy is, to
some extent,
reliant on our
ability to recruit,
motivate and
retain certain key
people
Each element of
our strategy is
reliant on having
the correct team
in place to
execute.
Overall reduction
in business
performance
(revenue, profit
and cash
generation).
Higher costs of
recruitment.
Dedicated People and
Culture team. Strong
company culture designed to
attract and retain high
quality staff. Competitive
remuneration packages for
key employees. Incentive
schemes aligned with
Group’s strategic goals.
Financial
The Group is
breakeven at the
adjusted profit
level. Whilst over
the course of a
year the Group is
cash neutral,
intra-year
fluctuations can
be significant. The
Group may in the
future need to
raise additional
funds to
implement its
strategy and
there can be no
guarantee that
the required
funding will be
available at an
acceptable price
or at all.
In the future the
Group may need
to raise additional
funds to make
acquisitions or to
accelerate growth
of new products,
which are
elements of the
Group’s strategy.
Failure to execute
elements of
strategy and
realise value for
shareholders.
Dilution of
existing
shareholders
through
requirement to
issue new equity
at unfavourable
prices.
Focus on cash-generative
SaaS revenue model.
Retention of tax advisers to
support UK R&D claim.
Strong focus on cost and
cash disciplines in
business. Strengthening of
relationships with existing
and potential funding
providers including debt and
equity providers and
maintenance and extension
of the unsecured revolving
current facility.
Operational /
reputational
A significant
technology failure
within our
products or in
technologies on
which our
products rely,
including cloud
computing
providers, may
severely impede
customer access
to our services
and their data.
The security,
quality and
reliability of our
products is an
important part of
attracting new
business and
retaining existing
customers.
Significant
reduction in
customer base
and revenue.
Potential legal
action by
impacted
customers
leading to
financial loss.
Significant costs
of switching to
alternative
technology
provider.
Regular load and penetration
testing of products.
Ongoing monitoring of key
services with automated
alerts. Product updates go
through quality control in
test environment before
being fully released.
Contractual liability caps.
Strategic
The Group may
be unable to
agree suitable
terms for strategic
divestments and
may fail to realise
material medium-
term cash returns
to shareholders.
The Group’s
strategy includes
generating
material medium-
term cash returns
to shareholders.
Failure to hit
performance and
return targets.
Focus on growing a
strategically valuable
business in well-defined,
high-value markets with
attractive unit economics.
Ongoing dialogue with
strategic advisers and market
participants.
24
REMUNERATION REPORT
Our
competitive
edge
I am pleased to present the Report of the Remuneration Committee
for 2024.
The Committee
The Remuneration Committee is appointed by the board and is
formed entirely of independent non-executive directors. The
Committee is chaired by me and the other members of the
Committee are Miles Jakeman and Paul Huberman.
The Committee meets formally at least twice a year and has
responsibility for setting the Group’s general policy on remuneration
and also specific packages for individual directors. The Committee is
also responsible for structuring non-executive director pay, which is
subject to approval of all independent directors and oversight from the
board including the executive directors. The Committee receives
internal advice from executive directors and external advice from
remuneration consultants where necessary. The Committee also
makes recommendations to the board concerning the allocation of
long-term incentive awards to senior management. The Committee’s
terms of reference are available for public inspection on request.
Other members of the board of directors are invited to attend
meetings when appropriate, but no director is present when his or her
remuneration is discussed.
Remuneration policy
Our policy is to align the remuneration of executive directors and the
senior management team with the creation of long-term value for
shareholders. To this end, non- salaried executive remuneration
potential is performance-based and provided through annual
performance-related bonuses and long-term incentives linked to the
Group’s returns to shareholders.
The Committee is also mindful to adopt policies that are equitable
across all employees in the Group and to apply its discretion where
appropriate.
25
REMUNERATION REPORT cont.
Our
competitive
edge
£’000
Daniel
Rabie
Paul
Haworth
Miles
Jakeman
Nigel
Payne
Paul
Huberman
Clive
Rabie
2024
2023
2024
2023
2024
2023
2024
2023
2024
2024
2024
2023
Salary
265
258
212
206
59
58
43
41
43
41
41
40
Pension
21
29
17
23
-
-
-
-
-
-
-
-
Benefits
2
2
2
2
-
-
-
-
-
-
-
-
Bonus
-
103
-
82
-
-
-
-
-
-
-
-
Total
288
392
231
313
59
58
43
41
43
41
41
40
Key considerations of the Committee during 2024
During 2024 the Committee considered the following
specific items:
•
Review of the fairness of awards across all
employees;
•
Agreement of the bonus payments made to
senior management in relation to performance in
2023;
•
Review of the ongoing appropriateness of
annualised recurring revenue (“ARR”) as the key
performance measure for the Group, given its
growth strategy, including consideration of
alternative measures for incentivisation;
•
Agreement of the remuneration proposals,
including base salary and short-term incentive
structure, for the executive directors and senior
management for 2024 including any discretion to
be applied;
•
Approval of the extent of vesting of the 2020 Value
Creation Plan;
•
A review of the balance of exchange rate risk
borne by shareholders and participants in the
Cash Distribution Plan; and
•
Remuneration proposals for the directors for 2025.
2024 remuneration
Remuneration for executive directors in 2024
comprised base salary and benefits (such as private
healthcare), company pension contributions or cash
allowance, performance bonus and long-term
incentive plan arrangements.
Base salaries for 2024 were set by the Committee in
December 2023.
The 2024 annual bonus plan for executive directors
was agreed in December 2023 following the approval
of the 2024 budget. The level of performance bonus
was primarily dependent on growth in the Group’s
ARR, recorded at constant exchange rates, as at 31
December 2024. Bonus started to accrue if the
Group’s ARR growth exceeded 10.0%, with the
maximum amount payable if the Group’s ARR growth
was 20.0% or higher. Additionally, the Committee was
able to exercise its discretion on any amount payable
to reflect factors other than ARR growth. The cash
performance bonus was a percentage of salary. Daniel
Rabie’s maximum performance bonus for 2024 was
125% of salary and Paul Haworth’s was 100%. No bonus
is payable in respect of 2024 performance.
Non-executive directors are paid a basic fee, which
may include a supplement for any sub-committee
responsibilities. In 2024, non-executive director fees
were denominated in GBP, although may have been
paid in local currency.
The 2024 remuneration for each director is set out in
the table below.
The Committee concluded that the executive’s short-
term reward structure was fair when considered
against other employees in the Group and against
relevant market comparators.
26
REMUNERATION REPORT cont.
Our
competitive
edge
EMI Share Option Plan
The EMI Share Option Plan is a nil-cost option plan
that vests over a three-year period with a share price
performance condition at the end of the three-year
period of 46.0p, which is 62.5% higher than the price of
the Group’s initial public offering. The EMI Share
Option Plan vested in full in January 2023 but remains
unexercised.
Value Creation Plan
The Value Creation Plan (“VCP”) rewards share price
performance above 46.0p over a four-year period by
sharing a varying proportion of incremental value
created with the executives. This proportion starts at
3.5% of incremental value created at a price of 46.0p
and increases linearly to 8.75% of value created at a
price of 100.0p. The VCP partially vested in August
2024 and those awards that did not vest have now
lapsed.
The table below shows the options that have vested
but remain unexercised in respect of the executive
directors under the EMI Share Option Plan and VCP.
Cash Distribution Plan
The Cash Distribution Plan was implemented in
March 2023 following consultation with a majority of
the Company’s shareholders and having taken
external advice from PwC, a remuneration consultant.
Awards under the Cash Distribution Plan vest if the
Company makes a gross cash distribution to
shareholders in excess of £70million and up to
£150million within a 7 year period from March 2023.
An adjustment is made to the value of any award
under the CDP to take account of any vested share
options that have previously been exercised by the
participants, thereby preventing participants
benefiting from both the CDP and a distribution in
respect of any exercised share options. Provisions
exist to ensure the equitable bearing of exchange rate
risk between shareholders and CDP participants if an
underlying transaction that triggers a distribution to
shareholders is denominated in a currency other than
Sterling.
At a gross cash distribution of £70m (the “Entry
Point”), the award paid to Daniel Rabie under the CDP,
the VCP and the EMI Share Option Plan would be
£5.0m and the award paid to Paul Haworth would be
£1.75m. These amounts are based on the approximate
values that, absent the CDP, would otherwise be paid
on the participants’ fully vested and exercised share
options.
Above the Entry Point to a gross cash distribution of
£120m (the “Target Point”), the participants earn a
linearly increasing share of the incremental
distribution above the Entry Point. Daniel Rabie’s
share increases from 7.0% at the Entry Point to 15.0%
at the Target Point. Paul Haworth’s share increases
from 2.5% at the Entry Point to 10.0% at the Target
Point. Above the Target Point, the share of the
incremental gross cash distribution earned remains at
15.0% for Daniel Rabie and 10.0% for Paul Haworth up
to a maximum award payable at a gross cash
distribution of £150m (the “Stretch Point”).
Grant date
Number of
options
Vesting
period
Vesting performance criteria
Daniel
Rabie
27 January
2020
2,196,428
3 years (now
fully vested)
Minimum share price of 46.0p at vesting
date
27 January
2020
836,819
Up to 4.5 years
(now fully
vested)
Minimum share price of 46.0p up to a
maximum vesting at a share price of
100.0p at the vesting date
3,033,247
Paul
Haworth
27 January
2020
892,857
3 years (now
fully vested)
Minimum share price of 46.0p at vesting
date
27 January
2020
239,091
Up to 4.5 years
(now fully
vested)
Minimum share price of 46.0p up to a
maximum vesting at a share price of
100.0p at the vesting date
1,131,948
27
REMUNERATION REPORT cont.
Our
competitive
edge
Service agreements
The executive directors’ service agreements provide
that their employment with the Company is on a
rolling basis, subject to written notice being served by
either party of not less than six months. The current
service contracts and letters of appointment for Daniel
Rabie and Paul Haworth are dated 8 October 2018.
The service agreements for the non-executive
directors are dated 5 July 2017, except for Paul
Huberman whose service agreement is dated 12
February 2020, and provide for rolling 12 month terms,
with a 3 month notice period on either side.
Under these service contracts, the Company may
terminate an executive director’s employment
immediately by making a payment in lieu of base
salary, benefits and statutory entitlements, and any
bonus or commission payments pro-rated for the
duration of the notice period. No bonus would be
payable in the event of an executive director’s
resignation.
2025 remuneration arrangements
Daniel Rabie’s 2025 base salary is £270,530 (2024:
£265,225). Paul Haworth’s 2025 base salary is £216,420
(2024: £212,180). The rates of increase were seen as fair
relative to other employees of the Group and have
been benchmarked against relevant market
comparators.
Both Daniel Rabie and Paul Haworth will be eligible to
receive a cash performance bonus for 2025. The level
of performance bonus will be dependent on the
growth of the Group’s ARR between 31 December
2024 and 31 December 2025, split between the
Group’s products. The Committee has considered
alternative performance measures but concluded
that, having given due consideration to all
stakeholders, ARR growth remains the most
appropriate method to assess performance bonuses
for the executive in 2025. The Committee retains
discretion over the final amount payable.
Payment of any performance bonus is contingent on
an adjusted profit / (loss) hurdle being met.
The cash performance bonus is a percentage of salary.
The Remuneration Committee has the flexibility to
award bonuses of market normal levels for maximum
performance. For Daniel Rabie, the maximum
performance bonus for 2025 is 125% of salary. Paul
Haworth’s maximum performance bonus for 2025 is
100%.
The Committee remains committed to reviewing the
structure of performance awards for the executive
directors on an ongoing basis to ensure alignment
with the long-term interests of all shareholders and
the strategic priorities of the Group.
Directors’ interests
As at 31 December 2024, the directors had the
following beneficial interests in the Company’s shares:
Nigel Payne
Chairman of the Remuneration Committee
Number of shares held
Daniel Rabie
2,177,646
Paul Haworth
150,000
Miles Jakeman
289,610
Nigel Payne
-
Paul Huberman
50,000
Clive Rabie
9,243,676
28
AUDIT COMMITTEE REPORT
Our
competitive
edge
I am pleased to present my report of the Audit Committee for
2024.
The Audit Committee provides confidence to shareholders on the
integrity of the financial results of the Company expressed in the
Annual Report and accounts and other relevant public
announcements of the Company. The Audit Committee
challenges both the external auditors and the management of
the Company. It also considers the engagement of auditors
including tendering and the approval of non-audit services. The
Audit Committee reviews and reports to the board on any
significant reporting issues, estimates and judgements made in
connection with the preparation of the Company’s financial
statements.
I am chair of the Audit Committee and the other members are
Nigel Payne and Miles Jakeman. I am a qualified Chartered
Accountant and senior finance executive having been finance
director of three different listed companies, and more recently a
non-executive director at a number of public and private
companies. Nigel Payne is a qualified Chartered Accountant and
is a non-executive director of a number of public and private
companies. Miles Jakeman has a background in risk
management and was the founder and director of a large public
company in Australia.
The board is therefore satisfied that at least one member of the
Audit Committee has recent, relevant financial experience.
29
AUDIT COMMITTEE REPORT cont.
Our
competitive
edge
Activities of the Audit Committee during 2024
Since the 2023 annual report, the Audit Committee
carried out the following key activities:
•
Review of the Group’s key regulatory
announcements during the year, including the
preliminary announcement of the 2023 results,
trading updates, and the 2024 half year report;
•
Review of the Group’s compliance with the 2018
Quoted Companies Alliance Corporate Governance
Code and its related disclosures, together with a
review of changes made in the 2023 update to the
code, which will come into effect from 2025;
•
Review of the Group’s updated risk management
policies and risk register;
•
Oversight of the decision to change the Group’s
auditor as a result of the potential for conflicts of
interest with the incumbent, RSM UK Audit LLP;
•
Review of the audit tender process and approval of
the appointment of MacIntyre Hudson LLP
(“MHA”);
•
Review and approval of MHA’s audit plan for 2024;
•
Review of the Chief Financial Officer’s report on the
key accounting judgements and issues for the
2024; and
•
Review and approval of the accounting policies and
their application for the 2024 Annual Report and
accounts.
During 2024 there were three meetings of the Audit
Committee, which were attended by all committee
members.
Fair, balanced and understandable
In its review, the Audit Committee has determined
that the 2024 Annual Report, taken as a whole, is fair,
balanced and understandable and provides
shareholders with the necessary information to assess
the Company’s position and performance, business
model and strategy.
Change of the external auditor
During the year, the Group identified commercial
partnership opportunities for its Workiro product with
entities associated with the incumbent auditor, RSM
UK Audit LLP (“RSM”). In the opinion of the audit
committee, these partnerships presented a potential
conflict of interest for RSM.
Consequently. RSM resigned as external auditor and
the committee initiated a tender for a replacement.
The tender process involved receiving proposals from
a number of suitably qualified and experienced audit
firms, whose audit quality credentials were appraised
alongside their software industry and public market
experience and an assessment of value for money for
the Group.
MHA were subsequently appointed as auditor for the
year-ended 31 December 2024 onwards, such
appointment to expire at the next Annual General
Meeting. A resolution to re-appoint MHA as auditor of
the Company will be proposed at the 2025 Annual
General Meeting.
Auditor independence and objectivity
The Committee recognised the importance of auditor
objectivity and independence and understands that
this can be compromised by the provision of non-
audit work. All taxation advice is provided by a
separate firm. However, there may be certain limited
circumstances in which, due to MHA’s expertise and
knowledge of the Company, it may be appropriate for
them to undertake non-audit work. The Company has
put in place a formal process for agreeing non-audit
work by the Audit Committee. MHA has confirmed
that they are independent and have internal
safeguards to ensure the objectivity of the
engagement partner and audit staff is not impaired.
Internal audit
The Group does not have a dedicated standalone
internal audit function. This decision is made taking
into account the size and complexity of the Group.
Where appropriate, reviews are carried out either by
staff members or third party experts. The need for an
internal audit function is considered by the Audit
Committee annually if circumstances change.
Significant financial reporting issues and
judgements
Following discussion with the Chief Financial Officer
and the Group’s auditors, the Committee considers
the items on the following pages to be the most
significant financial reporting issues and judgements
that are relevant to the 2024 financial statements.
30
AUDIT COMMITTEE REPORT cont.
The adoption of the going
concern assumption in
the preparation of the
financial statements and
the related disclosures.
The Committee has reviewed the detailed forecasts and reasonable worst-
case scenario prepared by management, including assessing the
reasonableness of the assumptions made and the feasibility of mitigating
actions.
The presentation of
certain non-statutory
alternative performance
measures (“APMs”)
alongside statutory
measures, for example
the disclosure of
recurring revenue
Adjusted EBITDA or
Adjusted Profit / (Loss).
The Committee has reviewed recommendations made by the Chief
Financial Officer that take into account the Financial Reporting Council’s
(“FRC”) Thematic Review, which discusses the presentation of APMs in
financial statements and strategic reports.
The Committee is satisfied that the disclosures made around APMs
address the recommendations of the FRC and provide transparency and
significant useful additional information to shareholders. In addition, the
Group will ensure that APMs are accompanied by the most relevant
equivalent IFRS measure.
The treatment of
development costs,
including the application
of IAS38 Intangible Assets
and the presentation of
“fully expensed”
development spend
above Adjusted Profit /
(Loss) in the Income
Statement.
In considering the level of capitalisation of development costs for existing
products, the Committee has considered management’s assessment of
the proportion of spend that is regarded as maintenance compared to
expenditure on material product improvements.
We have noted the positive feedback received from investors regarding
the presentation of “fully-expensed” development costs above Adjusted
Profit / (Loss). Management is of the view that this presentation provides a
clearer view of the performance of the business that is free from the
impact of significant accounting judgements, the application of which
may vary significantly from company to company.
The Committee is in agreement with management’s conclusions on the
capitalisation of development costs and the presentation of development
costs in the income statement.
The Committee has considered the disclosure explaining the critical
judgements related to the capitalisation of developments costs and
considers such disclosure to be balanced and reasonable.
31
AUDIT COMMITTEE REPORT cont.
The treatment and
disclosure of incentive
plans, including the Cash
Distribution Plan.
The Committee has reviewed the accounting treatment of the Cash
Distribution Plan and the Leadership Incentive Plan, and the changes
made to the Leadership Incentive Plan during 2024 to make payment
under the Plan entirely contingent on a sale of the SmartVault business.
The Committee assessed the derecognition of the provision related to the
Leadership Incentive Plan following the change and considered it to be
appropriate.
The Committee reviewed the disclosures in note 17 and note 18 concerning
these incentive plans and is satisfied that, together with complying with
the requirements of IAS37, the disclosures provide all pertinent
information related to the schemes and their potential impact on the
financial position and performance of the Group.
Ongoing compliance with
IFRS 15 Revenue from
Contracts with
Customers.
The ongoing compliance with that standard has been considered by the
Committee. There were no changes to the nature of revenue contracts
during 2024 and the Committee determined the Group’s accounting to be
appropriate.
Accounting for the
acquisition of the trade
and assets of SmartPath
LLC.
The Committee has reviewed the accounting for the acquisition of the
trade and assets of SmartPath LLC. As part of this review, the Committee
has considered the application of IFRS3 Business Combinations and
specifically the assumptions used to determine the fair value of contingent
consideration, including the disclosures in note 26 relating to the critical
judgments made in that determination.
The Committee is satisfied with the accounting for the acquisition, the
assumptions made and the disclosures thereof.
A full list of critical judgements and key estimates appears in note 4 to the financial statements.
Paul Huberman
Chairman of the Audit Committee
32
DIRECTORS’ REPORT
The Directors’ Report should be read in conjunction
with the following items required by the Companies
Act 2006 (CA2006) that are incorporated by reference:
•
An indication of likely future developments of the
Company and Group, included in the CEO’s Review
under “Current trading and outlook”; and
•
An indication of the research and development
activities of the Company and Group included in
the Financial Review on page 14.
No political donations were made during the period
(2023: £nil). The Company and Group do not use
complex financial instruments and the Company and
Group are not exposed to any material risks from
financial instruments. The Company has maintained
cover under a directors’ liability insurance policy, as
permitted by CA2006.
Directors
The directors who served throughout the year and
subsequently were:
Dr Miles Jakeman AM
Daniel Rabie
Paul Haworth
Nigel Payne
Paul Huberman
Clive Rabie
Annual General Meeting (AGM) and Auditor
The AGM of the Company will be held on Tuesday 20
May 2025 at 10.30am at the Company’s registered
office. Details will be published in the Notice of the
AGM. A resolution to reappoint Macintyre Hudson LLP
will be put to the AGM.
Directors’ responsibilities statement
The directors are responsible for preparing the
Strategic Report, the Directors’ Report and the
financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare group
and company financial statements for each financial
year. The directors have elected under company law
and are required by the AIM Rules of the London
Stock Exchange to prepare group financial
statements in accordance with UK-adopted
International Accounting Standards and have elected
under company law to prepare the company financial
statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law).
The group financial statements are required by law
and UK-adopted International Accounting Standards
to present fairly the financial position and
performance of the group. The Companies Act 2006
provides in relation to such financial statements that
references in the relevant part of that Act to financial
statements giving a true and fair view are references
to their achieving a fair presentation.
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 the company and of the profit or loss of
the group for that period.
In preparing each of the group and company financial
statements, the directors are required to:
a.
select suitable accounting policies and then
apply them consistently;
b.
make judgements and accounting estimates
that are reasonable and prudent;
c.
for the group financial statements, state
whether they have been prepared in accordance with
UK-adopted International Accounting Standards;
d.
for the company financial statements state
whether applicable UK accounting standards
(comprising FRS102) have been followed, subject to
any material departures disclosed and explained in
the company financial statements;
e. prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the group and the company will continue in
business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the group’s and the company’s transactions
and disclose with reasonable accuracy at any time the
financial position of the group and the company and
enable them to ensure that the financial statements
comply with the requirements of the Companies Act
2006. They are also responsible for safeguarding the
group and the company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the GetBusy Plc website.
Legislation in the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
In the case of each of the persons who are directors at
the time the report is approved so far as the director is
aware, there is no relevant audit information of which
the company’s auditor is unaware, and he has taken
all the steps that he ought to have taken as a director
in order to make himself aware of any relevant audit
information and to establish that the company’s
auditor is aware of that information.
33
DIRECTORS’ REPORT cont.
Directors’ indemnity arrangements
The Company has granted indemnities to each of its
Directors of all losses arising out of or in connection
with the execution of their powers, duties and
responsibilities as Directors to the extent permitted by
the Companies Act 2006 and the Company’s articles.
Such qualifying third party indemnity provisions
remain in force at the date of this report. The Group
has purchased and maintained throughout the year
Directors’ and Officers’ liability insurance in respect of
itself and its Directors.
Going concern
In their assessment of the appropriateness of the
going concern basis, the directors have considered
base case forecasts for the Group. The same forecasts
have been used for the Company as the Group
centrally manages cash and treasury; cash is regularly
moved between the Group’s subsidiaries and so
modelling for liquidity and going concern purposes is
carried out on this consolidated basis.
The Group is expected to be approximately break-
even to slightly profitable in the medium term as
continued investment is made for future growth.
The directors have applied a number of assumptions
to the base case forecast, which includes revenue,
profit, cashflow and covenant compliance projections,
to reflect a reasonable worst case scenario for
cashflow for the period to 30 June 2026. Those
assumptions include:
•
A significant reduction in new business revenue
generated from new business; and
•
A significant increase in churn from existing
customers, either by downgrading their plans or
ceasing to use the Group’s products entirely.
Tiers of potential mitigating actions have been
identified, with increasing cost and complexity of
implementation, as follows:
•
A reduction in certain variable, performance- based
costs such as sales commissions and performance
bonuses;
•
A reduction in the recruitment of planned new
staff;
•
A reduction in certain discretionary costs, such as
marketing, training and outsourced design work;
•
A reduction in workforce that would have an initial
cash outlay but would reduce ongoing overhead
expenditure.
Based on the forecast and the reasonable worst case
scenario, the directors are of the opinion that the
Group and Company are able to meet their liabilities
as they fall due for a period of not less than 12 months
from the date of this report. For this reason, the going
concern basis is considered appropriate for the
preparation of these financial statements.
Post balance sheet events
As described more fully in note 27, on 24 March 2025
the Group increased its unsecured revolving credit
facility to £3 million and extended it to 31 December
2028.
Substantial shareholdings
The table below shows the interests in 3% or more of
the Company’s equity at 1 March 2025 of which the
directors are aware.
Strategic report
The Strategic Report comprises the following sections
of this Annual Report, which are incorporated by
reference:
Our Strategy
Our Products and Capabilities
Our Markets
CEO’s Review
Financial Review
The Board
Governance
Risk Management
The Strategic Report and Directors’ Report were
approved by the board on 24 March 2025.
Paul Haworth
Director and Company Secretary
Shares held
%
Clive Rabie
9,243,676
18.2%
BGF
7,100,000
14.0%
Greg Wilkinson
3,690,771
7.3%
Herald
2,970,102
5.9%
River Global Investors
2,375,000
4.7%
Interactive Brokers
2,332,784
4.6%
Canaccord Genuity
2,289,300
4.5%
Daniel Rabie
2,177,646
4.3%
Hargreaves Lansdown
1,830,008
3.6%
Scobie Dickinson Ward
1,600,000
3.2%
34
35
Independent auditor’s report to the members of
GetBusy plc
For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal,
professional and regulatory responsibilities and reporting obligations to the members of GetBusy
plc. For the purposes of the table on pages 37 to 38 that sets out the key audit matters and how
our audit addressed the key audit matters, the terms “we” and “our” refer to MHA. The Group
financial statements, as defined below, consolidate the accounts of GetBusy plc and its
subsidiaries (the “Group”). The “Parent Company” is defined as GetBusy plc, as an individual entity.
The relevant legislation governing the Company is the United Kingdom Companies Act 2006
(“Companies Act 2006”).
Opinion
We have audited the financial statements of GetBusy plc for the year ended 31 December 2024.
The financial statements that we have audited comprise:
•
the Consolidated Income Statement
•
the Consolidated Statement of Comprehensive Income
•
the Consolidated Balance Sheet
•
the Consolidated Statement of Changes in Equity
•
the Consolidated Cash Flow Statement
•
Notes to the consolidated financial statements, including significant accounting policies
•
the Company Balance Sheet
•
the Company Statement of Changes in Equity and
•
Notes to the Company financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group’s
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 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
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 December 2024 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.
Our opinion is consistent with our reporting to the Audit Committee.
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
Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Group in accordance with the ethical requirements that are relevant to our
36
audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to
listed entities, and we have fulfilled our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
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’s and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
•
The consideration of inherent risks to the Group’s operations and specifically its business
model.
•
An evaluation of the accuracy of historical forecasts against actual results to ascertain the
accuracy of management’s forecasts.
•
Review of key assumptions included in cash flow forecasts for reasonableness and
corroboration to supporting evidence where necessary
•
Sensitivity analysis on the cash flow forecasts and budget to assess the potential impact
of further downwards sensitivities on the going concern position
•
Review of covenants for breaches either in the year or post year end
•
Holding discussions with management regarding future financing plans, corroborating
these where necessary and assessing the impact on the cash flow forecast.
•
Review of the Group’s external debt agreements to determine the level of interest and
principal payments required over the going concern period and whether these have been
accurately reflected in the cash flow forecasts.
•
Holding discussions with management and completing reviews of any events after the
reporting period to identify if these may impact on the Group’s ability to continue as a
going concern.
•
Consideration of post-balance sheet events which may impact going concern.
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’s
and 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.
Overview of our audit approach
Scope
Our audit was scoped by obtaining an understanding of the Group,
including the Parent Company, 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.
Materiality
2024
2023
Group
£250k
£205k
1.2% of revenue
Parent Company
£81k
£139k
1% of gross assets
37
Key audit matters
Group:
•
Revenue recognition
•
Capitalisation of development costs
Company:
•
No key audit matters
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. These matters included those matters 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.
Revenue recognition
Key audit
matter description
The Group generates revenue through the sale of software
subscriptions and support contracts, consulting services and non-
recurring add-ons as detailed in note 6.
The majority of revenue earned by the Group is recognised evenly
over the duration of the relevant contract in accordance with IFRS
15.
We considered there to be a significant audit risk that the
performance obligations within the contracts have either not been
correctly identified, or that revenue has not been recognised
appropriately as performance obligations are met.
Due to the material nature of these transactions, the impact of this
area on the overall audit strategy, in addition to the allocation of time
and resources to this area, we considered this a key audit matter.
How the scope of our
audit responded to the
key audit matter
Our audit work included, but was not restricted to the following:
•
We reviewed the Group’s revenue recognition policy for each
revenue stream through discussions with management and
examined the Group’s documentation and assessed whether
the policies comply with IFRS 15;
•
We obtained an understanding of the processes, systems,
and controls in place surrounding revenue recognition;
•
We tested the design and implementation of controls in
respect of revenue recognition;
•
We substantively tested revenue recognised in the period,
and corroborated revenue recognised with supporting
evidence (such as contract, invoices and evidence of delivery
of the service);
•
We tested balance sheet items related to revenue, including
cut off for contract liabilities and assets; and
•
We reviewed financial statement disclosures in respect of
revenue.
38
Key observations
communicated to the
Group’s Audit Committee
Based on our audit work detailed above, nothing has come to our
attention that indicates that; the Group’s revenue recognition
accounting policy is not in line with the requirements of IFRS 15, or
that revenue has not been recognised in accordance with the
Group’s revenue recognition policy.
Capitalisation of development costs
Key audit
matter description
The Group undertakes significant amounts of software development
which is capitalised as intangible assets as detailed in note 12.
Judgement is required in distinguishing between research and
development phases, and in determining if development costs meet
the recognition criteria of IAS 38. The key criteria for capitalisation are
(1) technical feasibility; (2) intention to complete and then use or sell;
(3) commercial viability, and (4) ability to measure the expenditure
incurred reliably.
Due to the judgement required, material nature of these costs, and
the allocation of resources in the audit to this area, we determined
this to be a key audit matter.
How the scope of our
audit responded to the
key audit matter
Our audit work included, but was not restricted to the following:
•
We held discussions and met with senior management
personnel in the product development team and finance
team to understand the key projects/releases during the
year, the systems, processes and controls around the
recording of capitalised development costs and the key
areas of judgement;
•
We recorded our assessment of controls and tested the
design and implementation of those controls;
•
We assessed management’s accounting policy in respect of
capitalised development costs and considered whether it
aligns with IAS 38;
•
We substantively tested the capitalised development
expenditure to ensure the definition and recognition criteria
were met;
•
We challenged management’s assumptions in their valuation
of intangible assets including the need for impairment;
•
We evaluated the reasonableness of the useful lives of
intangible assets; and
•
We reviewed financial statement disclosures in respect of
capitalised development costs.
Key observations
communicated to the
Group’s Audit Committee
Based on our audit work detailed above, nothing has come to our
attention that indicates that application of the group’s accounting
policy in respect of capitalised development costs is not in line with
the requirements of IAS 38, or that costs have not been capitalised in
accordance with the policy.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements
that, individually or in aggregate, would change or influence the economic decision of a
reasonably knowledgeable user of those financial statements. Misstatements below these levels
will not necessarily be evaluated as immaterial as we also take account of the nature of identified
39
misstatements, and the particular circumstances of their occurrence, when evaluating their effect
on the financial statements as a whole. Materiality is used in planning the scope of our work,
executing that work and evaluating the results.
Materiality in respect of the Group was set at £250,000 (2023: £205,000) which was determined on
the basis of 1.2% (2023: 1%) of the Group’s revenue. Materiality in respect of the Parent Company
was set at £81,000 (2023: £139,000), determined on the basis of 1% (2023: 2%) of the Parent
Company’s gross assets. Revenue was deemed to be the appropriate benchmark for the
calculation of group materiality as this is a key area of focus for users of the financial statements
and a key performance indicator for the Group. Gross assets were deemed to be the appropriate
benchmark for the calculation of company materiality because the parent acts primarily as an
investment holding company and the key focus for users of the financial statements is the value
of the investments and valuation of amounts owed from group undertakings.
Performance materiality is the application of materiality at the individual account or balance level,
set at an amount to reduce, to an appropriately low level, the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for the financial statements as a
whole.
Performance materiality for the Group was set at £175,000 (2023: £153,000) and at £69,000 (2023:
£104,000) for the Parent Company which represents 70% and 85% of the above materiality levels
respectively (2024: 75% for group and company materiality).
The determination of performance materiality reflects our assessment of the risk of undetected
errors existing, the nature of the systems and controls and the level of misstatements arising in
previous audits.
We agreed to report any corrected or uncorrected adjustments exceeding £12,500 and £4,050 in
respect of the Group and Parent Company respectively to the Audit Committee as well as
differences below this threshold that in our view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance
materiality sets our audit scope across the Group. This assessment takes into account the size,
risk profile, organisation / distribution and effectiveness of group-wide controls, changes in the
business environment and other factors such as recent internal audit results when assessing the
level of work to be performed at each component.
We assessed revenue as one component spanning multiple legal entities due to the similar
nature of revenue processes across the Group. For all other areas, we identified seven
components which aligned with the number of principal business units within the Group.
Full scope audits - Audits of the complete financial information of GetBusy Plc, GetBusy UK
Limited and GetBusy USA Corporation were undertaken based upon their size or risk
characteristics.
Specified procedures – GetBusy Australia Pty Limited, GetBusy New Zealand Pty Limited,
GetBusy Services Limited and SmartVault Software Limited were not considered to be significant
components of the group and thus specified procedures on all balances in excess of group
materiality were undertaken.
40
The coverage achieved from our audit approach is as follows:
All audit work was performed by the group audit team. No component auditors were involved in
the Group audit.
The control environment
We evaluated the design and implementation of those internal controls of the Group, including
the Parent Company, which are relevant to our audit, such as those relating to the financial
reporting cycle.
We deployed our internal IT audit specialists to get an understanding of the general IT
environment.
Reporting on other information
The other information comprises the information included in the annual report other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. 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.
Strategic report and directors’ report
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 the Parent Company and their
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the directors’ report.
41
Matters on which we are required to report by exception
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 by 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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor 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
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s
report.
Extent to which the audit was considered 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.
These audit procedures were designed to provide reasonable assurance that the financial
statements were free from fraud or error. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error and detecting irregularities
that result from fraud is inherently more difficult than detecting those that result from error, as
fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.
Also, the further removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely we would become aware of it.
42
Identifying and assessing potential risks arising from irregularities, including
fraud
The extent of the procedures undertaken to identify and assess the risks of material
misstatement in respect of irregularities, including fraud, included the following:
•
We considered the nature of the industry and sector, the control environment, business
performance including remuneration policies and the Group’s, including the Parent
Company’s, own risk assessment that irregularities might occur as a result of fraud or
error. From our sector experience and through discussion with the directors, we obtained
an understanding of the legal and regulatory frameworks applicable to the Group
focusing on laws and regulations that could reasonably be expected to have a direct
material effect on the financial statements, such as provisions of the Companies Act 2006,
AIM listing rules and tax legislation.
•
We enquired of the directors and management concerning the Group’s and the Parent
Company’s policies and procedures relating to:
-
identifying, evaluating and complying with the laws and regulations and whether
they were aware of any instances of non-compliance;
-
detecting and responding to the risks of fraud and whether they had any
knowledge of actual or suspected fraud; and
-
the internal controls established to mitigate risks related to fraud or non-
compliance with laws and regulations.
•
We assessed the susceptibility of the financial statements to material misstatement,
including how fraud might occur by evaluating management’s incentives and
opportunities for manipulation of the financial statements. This included utilising the
spectrum of inherent risk and an evaluation of the risk of management override of
controls. We determined that the principal risks related to revenue recognition and the
inappropriate capitalisation of development costs.
Audit response to risks identified
In respect of the above procedures:
•
We corroborated the results of our enquiries through our review of the minutes of the
Group’s and the Parent Company’s audit committee meetings;
•
Audit procedures performed by the engagement team in connection with the risks
identified included:
-
Reviewing financial statement disclosures to assess compliance with applicable
laws and regulations expected to have a direct impact on the financial
statements.
-
Testing journal entries based on a number of risk criteria, including those
processed late for financial statements preparation, those posted by infrequent or
unexpected users, and those posted to unusual account combinations;
-
Evaluating the business rationale of significant transactions outside the normal
course of business, and reviewing accounting estimates for bias;
-
Enquiry of management around actual and potential litigation and claims.
-
Challenging the assumptions and judgements made by management in its
significant accounting estimates, in particular those relating to capitalisation of
development costs; and
-
Performing substantive procedures on the recognition and existence of revenues
and the capitalisation of development costs in the period.
•
The Senior Statutory Auditor considered the experience and expertise of the engagement
team to ensure that the team had the appropriate competence and capabilities; and
•
We communicated relevant 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.
43
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.
Andrew Gandell, FCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
24 March 2025
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and
Wales (registered number OC312313)
44
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2024
2024
2023
Note
£’000
£’000
Revenue
6
21,445
21,112
Cost of sales
(2,260)
(2,095)
Gross profit
19,185
19,017
Operating costs
(18,407)
(19,389)
Net finance costs
(184)
(137)
Profit/(loss) before tax
7
594
(509)
Profit/(loss) before tax
7
594
(509)
Depreciation and amortisation on owned assets
12,14
1,197
941
Long-term incentive (credit)/costs
8
(316)
312
Social security (credit)/costs on long-term incentives
8
(122)
21
Non-underlying costs
11
-
196
Finance costs not related to leases
143
84
Adjusted EBITDA
1,496
1,045
Capitalised development costs
12
(1,493)
(1,674)
Adjusted profit/(loss) before tax
3
(629)
Tax
9
303
282
Profit/(loss) for the year attributable to owners of the Company
897
(227)
Earnings/(loss) per share (pence)
Basic
10
1.77p
(0.45p)
Diluted
10
1.63p
(0.45p)
45
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2024
2024
2023
£’000
£’000
Profit/(loss) for the year
897
(227)
Other comprehensive income – items that may be subsequently
reclassified to profit or loss
Currency movement on net investment
119
158
Exchange differences on translation of foreign operations
(160)
42
Other comprehensive (expense)/income net of tax
(41)
200
Total comprehensive income/(loss) for the year
856
(27)
46
CONSOLIDATED BALANCE SHEET
For the year ended 31 December 2024
2024
2023
Note
£’000
£’000
Non-current assets
Intangible assets
12
4,223
3,620
Goodwill
12
637
-
Right of use assets
13
1,369
913
Property, plant and equipment
14
170
299
6,399
4,832
Current assets
Trade and other receivables
15
2,072
1,867
Current tax receivable
646
610
Cash and cash equivalents
2,312
1,942
5,030
4,419
Total assets
11,429
9,251
Current liabilities
Trade and other payables
16
(2,902)
(3,585)
Contract liabilities
16
(7,006)
(6,544)
Provisions
17
(373)
(504)
Lease liabilities
13
(361)
(423)
Current tax payable
-
(146)
(10,642)
(11,202)
Non-current liabilities
Lease liabilities
Provisions
Contingent consideration
Borrowings
13
17
26
19
(1,187)
-
(500)
(1,250)
(741)
(326)
-
-
(2,937)
(1,067)
Total liabilities
(13,579)
(12,269)
Net liabilities
(2,150)
(3,018)
Equity
Share capital
21
76
76
Share premium account
21
3,018
3,018
Demerger reserve
21
(3,085)
(3,085)
Retained earnings
(2,159)
(3,027)
Equity attributable to shareholders of the parent
(2,150)
(3,018)
These financial statements were approved and authorised for issue by the Board of Directors on 24 March
2025 and were signed on its behalf by:
Daniel Rabie
Paul Haworth
Chief Executive Officer
Chief Financial Officer
47
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Share
capital
Share
premium
account
Demerger
Reserve
Retained
earnings
Total
2024
£’000
£’000
£’000
£’000
£’000
At 1 January 2024
76
3,018
(3,085)
(3,027)
(3,018)
Profit for the year
-
-
-
897
897
Other comprehensive income, net of tax
-
-
-
(41)
(41)
Total comprehensive income for the year
-
-
-
856
856
Issue of ordinary shares
-
-
-
-
-
Equity-based long-term incentive credit
-
-
-
12
12
Total transactions with owners of the
Company
-
-
-
12
12
At 31 December 2024
76
3,018
(3,085)
(2,159)
(2,150)
Share
capital
Share
premium
account
Demerger
Reserve
Retained
earnings
Total
2023
£’000
£’000
£’000
£’000
£’000
At 1 January 2023
75
3,018
(3,085)
(2,986)
(2,978)
Loss for the year
-
-
-
(227)
(227)
Other comprehensive income, net of tax
-
-
-
200
200
Total comprehensive income for the year
-
-
-
(27)
(27)
Issue of ordinary shares
1
-
-
-
1
Equity-based long-term incentive costs
-
-
-
(14)
(14)
Total transactions with owners of the
Company
1
-
-
(14)
(13)
At 31 December 2023
76
3,018
(3,085)
(3,027)
(3,018)
48
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2024
2024
2023
£’000
£’000
Profit/(loss) for the year
897
(227)
Finance costs
184
137
Income tax credit
(578)
(282)
Depreciation of right of use asset
348
316
Depreciation of property, plant and equipment
164
169
Amortisation of intangible assets
1,033
772
Long-term incentive cost
(316)
312
Decrease/(increase) in receivables
(205)
172
(Decrease)/increase in payables
Increase/(decrease) in provisions/contingent liabilities
(506)
43
(584)
271
(Decrease)/increase in contract liabilities
462
(114)
Cash generated from operations
1,526
942
Interest paid
(143)
(84)
Income taxes received
116
519
Net cash generated from operating activities
1,499
1,377
Purchases of property, plant and equipment
(35)
(90)
Purchases of intangible assets
(33)
(232)
Purchase of SmartPath business
(200)
-
Capitalised internal development costs
(1,493)
(1,674)
Net cash used in investing activities
(1,761)
(1,996)
Principal portion of lease payments
(422)
(371)
Interest on lease liabilities
(42)
(53)
Draw down of loan facility
1,250
-
Proceeds on issue of shares
-
1
Net cash used in financing activities
786
(423)
Net increase/(decrease) in cash
524
(1,042)
Cash and cash equivalents at beginning of year
1,942
2,972
Effects of foreign exchange rates
(154)
12
Cash and cash equivalents at end of year
2,312
1,942
*See note 26.
Net cash reconciliation
At 1 January
2024
Addition
Cash flow
Interest
accretion
Foreign
exchange
movement
At 31
December
2024
£’000
£’000
£’000
£’000
£’000
£’000
Finance lease
liability
(1,164)
(800)
464
(42)
(6)
(1,548)
Borrowings
-
-
(1,250)
-
-
(1,250)
Cash and cash
equivalents
1,942
-
524
-
(154)
2,312
Net cash (including
lease liabilities)
778
(800)
(262)
(42)
(160)
(486)
49
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
GetBusy plc is a public limited company (“Company”) and is incorporated in England and Wales under the
Companies Act 2006. The Company’s shares are traded on the Alternative Investment Market (“AIM”). The
Company’s registered office is Suite 8, The Works, Unity Campus, Pampisford, Cambridge, CB22 3FT. The
Company is a holding company for a group of companies (“Group”) providing productivity software for
professional and financial services.
These financial statements are presented in pounds sterling (rounded to the nearest thousand) and that is
the currency of the primary economic environment in which the group operates.
2. ALTERNATIVE PERFORMANCE MEASURES AND GLOSSARY OF TERMS
The Group uses a series of non-IFRS alternative performance measures (“APMs”) in its narrative and financial
reporting. These measures are used because we believe they provide additional insight into the
performance of the Group and are complementary to our UK adopted IFRS performance measures. This
belief is supported by the discussions that we have on a regular basis with a wide variety of stakeholders,
including shareholders, staff and advisers.
The APMs used by the Group, their definition and the reasons for using them, are provided below:
Recurring revenue. This includes revenue from software subscriptions and support contracts. A key part of
our strategy is to grow our high-quality recurring revenue base. Reporting recurring revenue allows
shareholders to assess our progress in executing our strategy.
Adjusted Profit/(Loss) before Tax. This is calculated as profit/(loss) before tax and before certain items,
which are listed below along with an explanation as to why they are excluded:
Depreciation and amortisation of owned assets. These non-cash charges to the income statement
are subject to judgement. Excluding them from this measure removes the impact of that
judgement and provides a measure of profit or loss that is more closely aligned with operating
cashflow. Only depreciation on owned assets is excluded; depreciation on leased assets remains a
component of Adjusted Profit/(Loss) because, combined with interest expense on lease liabilities, it
is a proxy for the cash cost of the leases.
Long-term incentive costs. Judgement is applied in calculating the fair value of long-term
incentives, including share options, the corresponding national insurance costs to the employer,
and the subsequent charge to the income statement, which may differ significantly to the cash
impact in quantum and timing. The impact of potentially dilutive share options is also considered in
diluted earnings per share. Therefore, excluding long-term incentive costs from Adjusted
Profit/(Loss) before Tax removes the impact of that judgement and provides a measure of profit
that is more closely aligned with cashflow.
Capitalised development costs. There is a very broad range of approaches across companies in
applying IAS38 Intangible assets in their financial statements. For transparency, we exclude the
impact of capitalising development costs from Adjusted Profit/(Loss) before Tax in order that
shareholders can more easily determine the performance of the business before the application of
that significant judgement. The impact of development cost capitalisation is recorded within
operating costs.
Non-underlying costs. Occasionally, we incur costs that are not representative of the underlying
performance of the business. In such instances, those costs may be excluded from Adjusted
Profit/(Loss) before Tax and recorded separately. In all cases, a full description of their nature is
provided.
Finance costs not related to leases. These are finance costs such as interest on loan amounts not
drawn down. It excludes the interest expense on lease liabilities under IFRS16 because, combined
with depreciation on leased assets, it is a proxy for the cash cost of the leases.
50
2.
ALTERNATIVE PERFORMANCE MEASURES AND GLOSSARY OF TERMS
(CONTINUED)
Adjusted EBITDA. This is calculated as Adjusted Profit/(Loss) before Tax with capitalised development costs
added back.
Constant currency measures. As a Group that operates in different territories, we also measure our revenue
performance before the impact of changes in exchange rates. This is achieved by re-stating the
comparative figure at the exchange rate used in the current period.
Glossary of terms
The following terms are used within these financial statements:
MRR. Monthly recurring revenue. That is, the monthly value of subscription and support revenue,
both of which are classified as recurring revenue.
ARR. Annualised MRR. For a given month, the MRR multiplied by 12, plus the annual value of any
contracted but not implemented customer contracts .
CAC. Customer acquisition cost. This is the average cost to acquire a customer account, including
the costs of marketing staff, content, advertising and other campaign costs, sales staff and
commissions.
LTV. Lifetime value, calculated as the average revenue per account multiplied by the average
gross margin and divided by gross MRR churn.
MRR churn. The average percentage of MRR lost in a month due to customers leaving our
platforms.
Net revenue retention. The average percentage retained after a month due to the combined impact
of customers leaving our platforms, customers upgrading or downgrading their accounts and price
increases or reductions.
ARPU. Annualised MRR per paid user at a point in time.
3. ACCOUNTING POLICIES
The Group embraces the Financial Reporting Council’s aim to cut clutter and improve the quality of
reporting by smaller companies. These financial statements only disclose items that are material; if a
disclosure isn’t made it’s because the item to which it relates, in our view, isn’t material. The financial
statements have been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”)
and those parts of the Companies Act 2006 that are relevant to companies which report in accordance with
UK adopted IFRS. They are prepared using the historic cost convention. They are also prepared on the
going concern basis, for the reasons described in the Directors’ Report on page 33. Material accounting
policies, for which additional specific narrative adds to the boilerplate description in the underlying UK
adopted IFRS, are set out below.
Consolidation
In August 2017, the group demerged from Reckon Limited, an Australian software group. The group’s
reorganisation constituted a common control transaction, which was outside the scope of IFRS 3. IFRS does
not contain specific guidance on the preparation of financial statements for this scenario and accordingly in
preparing the 2017 financial statements, we opted to apply predecessor accounting whereby the net assets
were incorporated into the consolidated financial statements at their previous carrying values. There was no
goodwill arising on the combination – the differences between the aggregate book values of the
subsidiaries and the consideration given for them were accounted for within a demerger reserve.
In practice, this means that the consolidated financial statements were prepared as if the group had always
existed. A list of the subsidiaries included in the consolidated financial statements is listed in note 22. Were a
similar event to occur, the Group would apply the same methodology.
51
3. ACCOUNTING POLICIES (CONTINUED)
Revenue recognition
The Group generates most of its income from customers in the following ways:
Subscriptions and support contracts (97% of total revenue). A customer pays a regular fixed amount (usually
monthly or annually) in exchange for a right to access our software, updates to the software and the
technical support that we provide.
Consulting and services (1% of total revenue). To get the most from some of our software products, certain
customers prefer us to manage the implementation project or provide training and onboarding. This is
usually invoiced at the point of completion – “go-live”. Other ad-hoc consulting assignments, for example
to assist with the migration of data between systems or training new groups of users, are usually invoiced on
completion of the assignment.
Non-recurring add-ons (2% of total revenue). This includes the sale of digital signatures on a metered “pay as
you go” basis together with short-term subscriptions to cover peak periods for our customers.
Revenue is recognised as follows:
Subscription revenue and support revenue is recognised on a straight-line basis over the duration of the
contract.
Consulting and services revenue related to a software implementation is recognised on a straight-line basis
over the duration of the minimum term of the related subscription contract. All other consulting revenue,
including training and onboarding, is recognised on completion of the consulting engagement.
Non-recurring add-on revenue is recognised at the point the add-on is made available and delivered to the
customer.
In most cases, we invoice and receive payment from customers in advance of revenue being recognised in
the income statement. Contract liabilities is the difference between amounts invoiced to customers and
revenue recognised under the policy described above.
Sales commissions
Sales commissions are recognised in full as they become payable to the employee as the amount payable is
not directly attributable to individual contracts with customers, and the associated customer contracts are
usually for a duration of a year or less.
Cost of sales
Cost of sales includes cloud hosting costs, the costs of third-party software that is resold by the Group or
that forms an embedded component of the Group’s software products, credit card fees, customer referral
fees and partner revenue shares.
Share based payments
The cost of equity settled transactions with employees is measured by reference to the fair value on the
date they are granted. Where there are no market conditions attaching to the exercise of the options, the fair
value is determined using a range of inputs into the Black-Scholes pricing model. Where there are market
conditions attaching to the exercise of the options a Monte Carlo option pricing model is used to determine
fair value based on a range of inputs. The fair value of equity-settled transactions is charged to the
Consolidated Income Statement over the period in which the service conditions are fulfilled with a
corresponding credit to retained earnings in equity.
At the end of each reporting period, the Group revises its estimates of the number of options that are
expected to vest based on the non-market vesting conditions and service conditions. It recognises the
impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.
Where the Company grants options over its own shares to the employees of its subsidiaries it recognises, in
its individual financial statements, an increase in the cost of investment in its subsidiaries equivalent to the
equity-settled share-based payment charge recognised in its consolidated financial statements with the
corresponding credit being recognised directly in equity.
52
3. ACCOUNTING POLICIES (CONTINUED)
Tax
Current tax
Current tax is based on taxable profit for the year and is calculated using tax rates and laws enacted or
substantively enacted at the reporting date.
Deferred tax
Deferred tax on temporary differences at the reporting date between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes is accounted for using the balance sheet liability
method. Deferred tax liabilities are recognised in full for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset,
a financial liability, or an equity instrument in accordance with the substance of the contractual arrangement.
Financial assets and financial liabilities are recognised in the Group's Statement of Financial Position when
the Group becomes party to the contractual provisions of the instrument. The recognition is in line with the
stipulations of IFRS 9, and assessment of impairment of the assets is in line with IFRS 9.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, cash in transit and call deposits. Cash in
transit comprises cash collected from the customers by third party payment platforms but not yet received
by the Group. These balances are considered to be highly liquid, with minimal risk of default and are
typically received within a week. Cash is classified as a financial asset under IFRS 9, and where appropriate
shall be assessed for impairment under the stipulations of IFRS 9.
Development costs
The accounting standard IAS38 Intangible Assets sets out criteria under which development costs should be
capitalised. The key criteria for capitalisation are (1) technical feasibility; (2) intention to complete and then
use or sell; (3) commercial viability and (4) ability to measure reliably the expenditure.
We are constantly developing our products, both existing and new. These developments range from minor
enhancements and bug fixes, to integrations with new or updated third party software, to major new
features and completely new products.
We use agile development techniques. Our development is based on a series of iterative steps each
designed to provide value to the customer and which can each be trialled and validated. Unlike traditional
waterfall methods, this technique doesn’t lend itself to the recording of development costs in a fashion that
suits IAS38. Consequently we apply judgement and estimates in determining the proportion of our total
development spend that meets the above criteria.
To make these judgements, we examine in detail the development activities over a period of time for each
product. We make an estimate of the proportion of that time in which the development tasks that are being
carried out meet the IAS38 criteria. We then apply that proportion to the entire development spend for the
period to determine the amount to be capitalised.
Capitalised costs are amortised over their useful economic life, which is estimated to be 5 years.
53
3. ACCOUNTING POLICIES (CONTINUED)
Leases
When the Group enters into a lease, and both the quantum and length of the lease do not fall within the
exemption criteria offered by IFRS 16.5, a Right of Use Asset and Right of Use Liability is determined in line
with the stipulations of IFRS 16.
Provisions and contingent liabilities
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an
outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation.
A contingent liability is disclosed when the Group has a present obligation as a result of a past event,
however the possibility of an outflow of economic benefits is possible, but not probable. The amount is not
recognised within the accounts unless the Group determines that an outflow of economic benefits become
probable, in which case a provision shall be recognised. This probability will be assessed at each reporting
period.
Business combinations and goodwill
Acquisitions of businesses are accounted for using the acquisition method (at the point the Group gains
control over a business as defined by IFRS 3). The cost of the acquisition is measured as the consideration
paid in exchange for control of the acquired business. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement at the acquisition date.
Acquisition related costs are expensed as incurred. The acquiree’s identifiable assets and liabilities that meet
recognition criteria under IFRS 3 are recognised at fair value at the acquisition date.
Goodwill represents the excess of the cost of acquisition of a business combination over the Group’s share
of the fair value of identifiable net assets of the business acquired at the date of acquisition. Goodwill is
initially recognised at cost.
At the date of acquisition, the goodwill is allocated to cash generating units for the purpose of impairment
testing and is assessed at least annually for impairment. Contingent consideration classified as an asset or
liability is subsequently measured at fair value at each reporting date with changes in fair value recognised
in profit or loss.
54
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
To apply IFRS and our accounting policies, we have to make judgements, estimates and assumptions about
some of the amounts in our financial statements that are not readily apparent from other sources. These
judgements and estimates are based on a combination of experience and current circumstance; the actual
results may differ from the estimates we’ve made.
Critical accounting judgements
Development costs
Based on the methodology described in the accounting policies above, a proportion of development
expenditure on existing products has been capitalised. In both 2023 and 2024, certain costs for the
development of the core functionality within the Group’s Workiro technology were capitalised. Prior to 2022,
all development expenditure on Workiro had been expensed, principally as it was not possible to
demonstrate commercial viability with sufficient certainty. The Board’s judgement is that the commercial
prospects for the Workiro technology within the Group’s existing customer base and within the ERP market
have now been demonstrated with sufficient certainty, as evidenced by a combination of sales traction and
commercial discussions with resale and integration partners.
Cash distribution plan
The Cash Distribution Plan pays a cash award if the Company makes a gross cash distribution to
shareholders in excess of £70 million and up to £150 million within a 7-year period from the implementation
date of the plan (more information can be found in note 18 and within the Remuneration Report). In the
judgement of the directors, this is a contingent liability since it is a possible obligation whose existence will
only be confirmed by uncertain future events that are not wholly within the control of the Group (i.e. the
generation of sufficient cash, either through normal trading or the disposal of an asset, requiring the
approval of shareholders, to pay a distribution to shareholders of that magnitude). These events are not
currently considered to be probable. Details of the amount potentially payable are disclosed in note 18.
Key sources of estimation uncertainty
Provision for contingent consideration related to SmartPath acquisition
A provision of £500k has been recognised representing the expected value of contingent consideration for
the acquisition of the trade and assets of SmartPath. The amount ultimately payable in 2027 depends on
ARR attributable to SmartPath at 31 December 2026. The expected value has been calculated by applying
relative weighted probabilities to various plausible growth scenarios for the SmartPath product. The
ultimate amount payable will be between £nil and £1.6million (US$ 2million).
Social security on long-term incentives
Under the terms of the Group’s long-term incentive schemes, including share option schemes, the Group is
liable to pay certain employment taxes at the point at which the incentives are exercised. In the case of
share option schemes, the ultimate value of that liability is linked to the Company’s share price at the date of
exercise.
The Company’s period-end share price is used to estimate the value of the liability on such long-term
incentives. The ultimate liability may vary materially from that estimate if the share price is materially higher
or lower at the date that the liability crystallises.
55
5. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
No new standards and interpretations have had or are expected to have a material impact on our financial
statements.
The following standards were in issue but were not yet effective at the balance sheet date. These standards
have not yet been early adopted by the Group, and will be applied for the Group’s financial statements in the
year the standards become effective:
•
IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information
•
IFRS S2 Climate-related disclosures
•
IFRS 18 Presentation and Disclosures in Financial Statements
•
Subsidiaries without Public Accountability: Disclosures
Management is currently reviewing the new standards to assess the impact that they may have on the
Group’s reported position and performance. Management do not expect that the adoption of the standards
listed above will have a material impact on the financial statements of the Group.
6. REVENUE AND OPERATING SEGMENTS
The Group’s chief operating decision maker is considered to be the Board of Directors. Performance of the
business and the deployment of capital is monitored on a group basis, and as such there is only one
reportable segment. Additional revenue analysis is presented by territory.
2024
UK
£’000
USA
£’000
Aus/NZ
£’000
Total
£’000
Recurring revenue
8,095
11,033
1,725
20,853
Non-recurring revenue
200
361
31
592
Revenue from contracts with
customers
8,295
11,394
1,756
21,445
Cost of sales
(2,260)
Gross profit
19,185
Sales, general and admin costs
(14,429)
Development costs
(4,753)
Adjusted profit before tax
3
Capitalisation of development costs
1,493
Adjusted EBITDA
1,496
Depreciation and amortisation on
owned assets
(1,197)
Long-term incentive costs
Social security on long-term
incentives
316
122
Non-underlying costs
-
Other finance costs
(143)
Profit before tax
594
56
6. REVENUE AND OPERATING SEGMENTS (continued)
2023
UK
£’000
USA
£’000
Aus/NZ
£’000
Total
£’000
Recurring revenue
7,979
10,407
1,925
20,311
Non-recurring revenue
295
458
48
801
Revenue from contracts with
customers
8,274
10,865
1,973
21,112
Cost of sales
(2,095)
Gross profit
19,017
Sales, general and admin costs
(14,807)
Development costs
(4,839)
Adjusted loss before tax
(629)
Capitalisation of development costs
1,674
Adjusted EBITDA
1,045
Depreciation and amortisation on
owned assets
(941)
Long-term incentive costs
Social security on long-term
incentives
(312)
(21)
Non-underlying costs
(196)
Other finance costs
(84)
Loss before tax
(509)
Recurring revenue is defined as revenue from subscription and support contracts. Non-recurring revenue is
defined as all other revenue. No customer represented more than 10% of revenue in either year.
7. PROFIT/(LOSS) BEFORE TAX
Profit/(loss) before tax is stated after charging:
2024
£’000
2023
£’000
Depreciation of property, plant and equipment
164
169
Depreciation of right-of-use assets
348
316
Amortisation of intangible fixed assets
1,033
772
Net foreign exchange losses
31
14
Fees payable to our auditor for the audit of these
annual accounts
125
110
8. EMPLOYEES AND EMPLOYEE COSTS
The average number of people we employed each year is shown below.
2024
2023
Customer success and support
36
35
Development
42
40
Delivery and operations
12
16
Sales and marketing
31
32
Administration (including directors)
24
23
145
146
57
8. EMPLOYEES AND EMPLOYEE COSTS (continued)
Total employee costs are shown below. Share option costs are non-cash costs.
2024
£’000
2023
£’000
Wages and salaries
11,972
11,707
Social security costs
1,891
1,835
Other pension costs
342
337
Social security (credit)/costs on long-term incentives
(122)
21
Equity-based long-term incentive costs/(credits)
Other long-term incentive (credits)/costs
12
(328)
(14)
326
Total employee costs
13,767
14,212
Details of the share options outstanding during the year are as follows:
‘000
Number of
awards
outstanding
at the
beginning of
year
Number of
awards
granted
during the
year
Number of
awards
exercised
during the
year
Number
of
awards
forfeited
during
the year
Number of
awards
outstandin
g at the
year-end
Number of
exercisable
awards at the
year-end
Vesting date
2017 LTIP
70
-
-
-
70
70
3 August 2020
2017 LTIP
14
-
-
-
14
14
3 August 2021
2017 LTIP
27
-
-
-
27
27
3 August 2023
2020 EMI
3,089
-
-
-
3,089
3,089 27 January 2024
2020 VCP
2,612
-
(120)
(1,416)
1,076
1,076 27 January 2024
2021 Group EMI
240
-
-
(240)
-
-
11 March 2024
2021 GB EMI
225
-
-
(225)
-
-
11 March 2024
Total
6,277
-
(120)
(1,881)
4,276
4,276
The weighted average share price on the date of exercise was £0.58 (2023: £0.72).
All options have an exercise price of nominal value of ordinary shares, being £0.0015 and a 10-year life.
The outstanding 2017 LTIPs are fully vested, having met their performance criteria, which were linked to
share price performance in the 5 years since grant. The outstanding 2020 EMI options are fully vested,
having met the £0.46p share price performance hurdle in January 2024.
The outstanding VCP options are fully vested, representing the volume awarded at the measurement date of
the VCP in August 2024; those that did not vest have lapsed in full. Under the terms of the VCP, the Company’s
Remuneration Committee may settle a VCP award in cash rather than through equity. The Directors have
concluded that there is no present obligation for the awards to be settled in cash and consequently the awards
have been treated as equity-settled for the purposes of IFRS2 Share-based payment.
The 2021 Group EMI options and the 2021 GB EMI options lapsed in the year having failed to meet the
performance criteria, which were linked to share price performance and Workiro revenue at the third
anniversary of grant respectively.
58
9. TAX
Tax recognised in the income statement
2024
£’000
2023
£’000
Current tax
Current year
(320)
(580)
Adjustment for prior years
(109)
(1)
(429)
(581)
Foreign tax
Foreign tax adjustment for prior years
138
(12)
157
142
(303)
(282)
Deferred tax
-
-
Tax income
(303)
(282)
Reconciliation of effective tax rate
2024
£’000
2023
£’000
Profit/(Loss) before tax
594
(509)
Tax at average UK corporation tax rate of 25% (2023: 23.5%)
148
(120)
Effects of:
-
Overseas tax rates
(10)
26
-
Expenses not deductible
(3)
11
-
Deferred tax not recognised
9
13
-
Impact of rate change for deferred tax
-
17
-
Adjustments in relation to exchange rate differences
-
(1)
-
Adjustments in respect of prior periods
(121)
34
-
Losses utilised
-
Intercompany withholding tax written off in the current year
-
Intercompany withholding tax written off in relation to prior periods
-
Additional deduction for qualifying R&D expenditure
-
Current year losses surrendered for R&D tax credit
17
68
-
(891)
800
(58)
47
107
(1,047)
1,269
-
R&D tax credit
(320)
(580)
(303)
(282)
10. EARNINGS/(LOSS) PER SHARE
The calculation of earnings/(loss) per share is based on the earnings of £897k (2023: loss of £227k).
Weighted number of shares calculation
2024
‘000
2023
‘000
Weighted average number of ordinary shares
50,607
50,378
Effect of potentially dilutive share options in issue
4,276
-
Weighted average number of ordinary shares (diluted)
54,883
50,378
Earnings per share
2024
Pence
2023
Pence
Basic
1.77p
(0.45p)
Diluted
1.63p
(0.45p)
At 31 December 2024, there were 4,275,726 share options outstanding (2023: 6,276,380). As required by
IAS33 (Earnings per Share), the impact of potentially dilutive options was disregarded for the purposes of
calculating diluted loss per share in the prior year as the Group was loss making.
59
11. NON-UNDERLYING ITEMS
Occasionally, we incur costs or receive income that are not representative of the underlying performance of
the business. In such instances, those costs or income may be excluded from Adjusted Profit / (Loss) before
Tax and recorded separately.
In 2023, non-underlying costs were £196k, of which £70k related to potential historic sales tax liabilities, and
£126k to restructuring costs and corporate advice related to the statutory restructure of the Group, which
created new operating entities and intermediate holding companies. There were no non-underlying costs in
2024.
12. INTANGIBLE ASSETS
Software
£’000
Intellectual
property
£’000
Development
costs
£’000
Goodwill
£’000
Total
£’000
Cost
At 1 January 2023
564
186
3,762
-
4,512
Additions
214
22
1,674
-
1,910
Currency adjustments
-
(11)
-
-
(11)
At 31 December 2023
778
197
5,436
-
6,411
Additions
24
121
1,493
637
2,275
Currency adjustments
-
(2)
-
-
(2)
At 31 December 2024
802
316
6,929
637
8,684
Amortisation
At 1 January 2023
75
144
1,807
-
2,026
Charge for the year
93
12
667
-
772
Currency adjustments
-
(7)
-
-
(7)
At 31 December 2023
168
149
2,474
-
2,791
Charge for the year
147
36
850
-
1,033
Currency adjustments
At 31 December 2024
315
185
3,324
-
3,824
Net book value
At 31 December 2023
610
48
2,962
-
3,620
At 31 December 2024
487
131
3,605
637
4,860
Software comprises acquired software technologies and third-party contractor costs of implementing
software used within the Group. Development costs comprise the internal costs of developing products.
Software is amortised over 5 years. Intellectual property comprises domain names, trademarks and patents
and are generally amortised over 15 years, which is the protected life of the asset. Development costs are
amortised over 5 years.
Goodwill relates to the acquisition of the trade and assets of SmartPath (see note 26), whose acquisition has
created a separate cash generating unit (CGU) within the Group that the goodwill is entirely attributable to.
Goodwill is not amortised but is tested for impairment annually through comparison of the carrying value to
the value in use.
The value in use calculation uses cash flow projections prepared by management which have been
determined over a 5-year basis, with a terminal value also calculated to estimate the cash flows after year 5
using a prudent long-term growth rate. The key assumptions for these projections are those relating to
revenue and overheads.
Forecast revenue is based on a combination of past experience and expectations for near-term growth,
which take into account planned investment, market conditions and access to customer channels. Specific
growth rates are not disclosed as they are commercially sensitive. Long-term growth rates, after an initial 5-
year period, have been assumed to be inflationary. Current overheads consist primarily of staff costs, which
have been forecast based on historical experience of known costs incurred with timed adjustments for
expected alterations. For 2024, the discount rate used was 11.5%.
60
12. INTANGIBLE ASSETS (continued)
Cash flows are discounted back to the present value using a discount rate applicable to each CGU. The
discount rate used is calculated using the capital asset pricing model to derive a cost of equity based on the
market risk premium, which is then updated with the specific risk premium attributable to the Group.
13. LEASES
At 31 December 2024 and 31 December 2023, all of the right of use assets relate to office property leases.
The Group has no other material leases or leases for low-value assets.
A reconciliation is provided below:
Right of use assets
2024
£’000
2023
£’000
At 1 January
913
1,184
Additions
800
88
Depreciation
(348)
(316)
Currency adjustments
4
(43)
At 31 December
1,369
913
The total lease asset of £1.4m relates to our Cambridge, Houston and Sydney office premises; the increase
compared to 2023 arises from the fact the Group did not exercise its right to break its UK office lease early,
and so the balance of the 10-year lease arrangement has been recognized within the liability and the related
right of use asset. As the interest rate implicit in the lease could not be readily determined, the interest rate
used was the incremental borrowing rate of 10.75% for the addition. This is in line with the interest rate of the
external loan currently utilised by GetBusy.
GetBusy entered into a lease for office space in Australia over a 2-year term from 1 October 2023, with
interest rate used to discount these lease liabilities of 9.35%.
The interest rate used to discount the US lease, with term starting from 1 October 2020, was 4%.
Interest on lease liabilities of £42k was recorded in Net Finance Costs during the year (2023: £54k). The cash
outflow for the Group’s property leases was £464k (2023: £478k).
The Group’s lease liabilities mature as follows:
Lease liabilities
2024
£’000
2023
£’000
Within one year
361
423
Between 1 to 5 years
1,187
741
More than 5 years
-
-
1,548
1,164
61
14. PROPERTY, PLANT AND EQUIPMENT
Equipment
£’000
Building
improvements
£’000
Total
£’000
Cost
At 1 January 2023
777
28
805
Additions
82
8
90
Disposals
(17)
-
(17)
Currency adjustments
(16)
-
(16)
At 31 December 2023
826
36
862
Additions
35
-
35
Disposals
(129)
-
(129)
Currency adjustments
3
-
3
At 31 December 2024
735
36
771
Depreciation
At 1 January 2023
410
13
423
Charge for the year
164
5
169
Disposals
(17)
-
(17)
Currency adjustments
(12)
-
(12)
At 31 December 2023
545
18
563
Charge for the year
157
7
164
Disposals
(129)
-
(129)
Currency adjustments
2
1
3
At 31 December 2024
575
26
601
Net book value
At 31 December 2023
281
18
299
At 31 December 2024
160
10
170
Depreciation rates of property, plant and equipment vary from 3 – 5 years on a straight-line basis, depending
on the nature of the asset.
15. TRADE AND OTHER RECEIVABLES
2024
£’000
2023
£’000
Trade receivables
558
431
Prepayments and accrued income
1,135
1,301
Other receivables
379
135
Trade and other receivables
2,072
1,867
Trade receivables are presented net of allowances for doubtful debts of £20k (2023: £90k). Trade receivables
are individually considered for impairment based on their aging profile and any other information that is
pertinent to their collectability and that is known at the time. The level of impairment provision applied to
each receivable varies depending on likelihood of collection or partial collection of the debt. The allowance
for doubtful debts also includes a provision for expected credit losses within the remaining trade
receivables, based on historical trends and any other known factors. No further expected credit loss
disclosures have been presented as these have not been deemed material for the Group.
62
15. TRADE AND OTHER RECEIVABLES (continued)
Trade receivables are classified as financial assets and there is no difference between their carrying value
and their fair value. Whilst trade receivables represent the most significant credit risk to the Group, there is
no significant concentration of risk. Credit risk is limited by our credit checking processes and the fact that
our software is often mission-critical for our customers. The ageing of trade receivables that are past due
but not impaired, as they are considered fully recoverable, is as follows:
2024
£’000
2023
£’000
Past due 1-30 days
122
200
Past due 31-60 days
36
88
Past due 61+ days
5
27
16. TRADE AND OTHER PAYABLES AND CONTRACT LIABILITIES
2024
£’000
2023
£’000
Trade payables
641
564
Accruals
1,443
1,671
Other taxation and social security
528
1,251
Other payables
290
99
Trade and other payables
2,902
3,585
Trade and other payables are classified as financial liabilities and there is no difference between their
carrying value and their fair value.
The expected recognition of contract liabilities as revenue in the income statement will be in the following
financial years:
2024
£’000
2023
£’000
Year ending 31 December 2024
-
6,544
Year ending 31 December 2025
7,006
-
Contract liabilities
7,006
6,544
£7,006k (2023: £6,544k) of contract liabilities is recorded as a current liability. £nil (2023: £nil) is recorded as a
non-current liability.
17. PROVISIONS
Social security costs
on long-term
incentives
£’000
Leadership
incentive plan
£’000
Total
£’000
At 1 January 2023
559
-
559
Charged to the consolidated income
statement
21
326
347
Utilised in the year
(76)
-
(76)
At 31 December 2023
504
326
830
At 1 January 2024
504
326
830
Credited to the consolidated income
statement
(108)
(326)
(434)
Utilised in the year
(23)
-
(23)
At 31 December 2024
373
-
373
Social security costs on long-term incentives become payable when the underlying incentives are exercised
by the employee. All related long-term incentives are exercisable, but the timing of exercise is controlled by
the employee, not the Group.
63
17. PROVISIONS (continued)
Leadership incentive plan
In 2023, £0.3m related to the Leadership Incentive Plan (“LIP”), which incentivises certain members of senior
management of the Group’s SmartVault business. At 31 December 2023, future payments under the LIP
were based on the value of ARR attributable to the SmartVault business at 31 December 2026. During 2024,
the original LIP was withdrawn and replaced with a scheme that is entirely contingent on the SmartVault
business being wholly acquired by a third party.
Consequently, the provision in respect of the original LIP was derecognised in 2024 since any amount
payable under the replacement scheme is a possible obligation whose existence will only be confirmed by
uncertain future events that are not wholly within the control of the Group. It is therefore disclosed as a
contingent liability within note 18.
18. CONTINGENT LIABILITIES
The Group operates two cash-based long-term incentive plans designed to motivate and reward
management teams for the creation and realisation of significant shareholder value – the Cash Distribution
Plan and the Leadership Incentive Plan (“LIP”).
Awards under the Cash Distribution Plan (“CDP”) vest if the Company makes a gross cash distribution to
shareholders in excess of £70 million and up to £150 million within a 7-year period from the implementation
date of the plan. An adjustment is made to the value of any award under the CDP to take account of any
vested share options that have previously been exercised by the participants, thereby preventing
participants benefiting from both the CDP and a distribution in respect of any exercised share options.
The table below shows the total amount payable (including estimated social security costs at current rates)
at differing levels of gross cash distribution.
The LIP rewards certain members of management in the event the SmartVault business is wholly acquired
by a third party before 31 December 2028. The award starts to become payable at sale proceeds of $90m
with a maximum award at sale proceeds of $250m. The table below shows the total amount payable
(including estimated social security costs at current rates) at differing levels of sale proceeds:
.
The amounts for the CDP and the LIP related to sale proceeds have not been recognised in the financial
statements but are disclosed as a contingent liability as they comprise a possible obligation whose
existence will only be confirmed by uncertain future events that are not wholly within the control of the
Group.
Gross cash distribution £’m
Amount payable under CDP £’m
70
8.6
100
15.5
120
23.7
150
32.7
Sale proceeds $’m
Amounts payable under LIP $’m
90
0.5
150
4.3
200
7.0
250
9.8
64
19. LOANS AND BORROWINGS
On 28 February 2023, the Group entered into a 4-year £2m unsecured credit facility (the “Facility”) with DJZ
Investments Pty Ltd, and entity owned and controlled by Clive Rabie, a non-executive director and related
party.
Under the Facility, interest is charged on drawings at a margin of 6.0% above the Bank of England base rate.
An availability fee of 75% of the margin is payable on undrawn amounts. The Facility contains covenants
related to the Group’s ARR, which must remain above £18.0m and grow at no less than 5.0% annually at
constant currency.
At the 31st December 2024, £1.25m (2023: nil) of the facility was drawn down. GetBusy had £42k accrued for
interest at the year end, included within accruals in note 16.
Since the balance sheet date the terms of the Facility were changed. More information is contained in note
27.
Borrowings are classified as a financial liability under the stipulations of IFRS 9.
20. DEFERRED TAX
Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The
group had £1,121k of deferred tax liabilities in the year (2023: £725k) due to capital allowances in excess of
depreciation and deferred tax on development costs, which were offset against recognition of £1,121k of
deferred tax assets (2023: £725k) relating to the group’s unrelieved tax losses and share based payments.
The Group has a £1,784k deferred tax asset (2023: £1,747k) in relation to unrelieved tax losses that has not
been recognised due to the uncertainty over the timing of their recoverability. The tax losses have no expiry
date.
21. SHARE CAPITAL AND RESERVES
The Company has one class of ordinary share with a nominal value of £0.0015 which carries no right to fixed
income. The Company does not have any authorised share capital. At 31 December 2024, 50,691,039 (2023:
50,571,493) shares were in issue and fully paid with a nominal value of £76,036.56 (2023: £75,857.24). 119,546
shares were issued in the year (2023: 892,857) at nominal value.
The Share Premium Account is the difference between the amount paid for ordinary shares issued in the
Company and the nominal value of those shares less costs of issue.
The Demerger Reserve represents the cumulative quasi-equity funding contributed by the former parent.
65
22. CONSOLIDATION AND SUBSIDIARIES
GetBusy plc directly and indirectly owns 100% of the share capital of the following subsidiaries, which
together form the Group and which all develop and sell document management and task management
software enabling nearly 70,000 professional paying users around the world to digitise their operations and
be productive while working in the office or remotely.
Subsidiary
Country of incorporation
Registered address
Nature of company
GetBusy Holdings
Limited
SmartVault Holdings
Limited
GetBusy Services
Limited
SmartVault Software
Limited
GetBusy UK Limited
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Suite 8, The Works, 20
West Street, Unity Campus,
Cambridge, CB22 3FT
Suite 8, The Works, 20
West Street, Unity Campus,
Cambridge, CB22 3FT
Suite 8, The Works, 20
West Street, Unity Campus,
Cambridge, CB22 3FT
Suite 8, The Works, 20
West Street, Unity Campus,
Cambridge, CB22 3FT
Suite 8, The Works, 20
West Street, Unity Campus,
Cambridge, CB22 3FT
Holding
Holding
Trading
Trading
Trading
GetBusy USA
Corporation
United States of America
720 N. Post Oak Road,
Houston, Texas, 77024
Trading
GetBusy Australia Pty
Limited
Australia
WeWork, 1 Sussex Street,
Barangaroo, NSW 2000,
Australia
Trading
GetBusy New Zealand
Pty Limited
New Zealand
Ground Floor, ITC Building,
9 City Road, Auckland, New
Zealand
Trading
66
23. FINANCIAL RISK MANAGEMENT
The following significant exchange rates were used in preparing these financial statements:
2024
average
rate
2024
balance
sheet rate
2023
average
rate
2023
balance
sheet rate
US Dollar
1.278
1.255
1.243
1.273
Australian Dollar
1.937
2.018
1.872
1.869
New Zealand Dollar
2.114
2.229
2.025
2.015
The Group has limited exposure to transactional currency risk because the individual subsidiaries trade
predominantly in their own functional currency. However currency exposure can arise on some
intercompany transactions and balances; this is managed where possible by swift settlement of balances.
At the year end, the Group held no material cash in a currency other than the underlying entity’s functional
currency.
The Group’s exposure to foreign exchange market risk at 31 December 2024 is presented below, showing
the impact on both loss before tax (“LBT”) and other comprehensive income (“OCI”) of reasonably possible
movements between the Group’s principal currency pairs.
GBP:USD
+10%
GBP:USD
-10%
GBP:AUD
+10%
GBP:AUD
–10%
GBP:NZD
+10%
GBP:NZD
-10%
AUD:NZ
D +10%
AUD:NZ
D –10%
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Impact
on LBT
(10)
12
-
-
-
-
-
-
Impact
on OCI
(116)
142
(39)
47
(99)
121
(90)
74
The Group does not have significant exposure to interest rate or liquidity risk and thus have not presented
related sensitivity analyses.
24. RELATED PARTY TRANSACTIONS
GetBusy plc is the ultimate controlling party of the Group. Transactions between the Company and its
subsidiaries have been eliminated on consolidation.
The remuneration of Key management, which consists of the directors, was as follows.
Salary
£’000
Pension
£’000
Bonus
£’000
Employer’s NI
£’000
Total
£’000
2024
Directors
663
38
-
68
769
Other key management personnel
-
-
-
-
-
663
38
-
68
769
2023
Directors
648
52
185
80
965
Other key management personnel
-
-
-
-
-
648
52
185
80
965
In 2024, share option costs of £5k (2023: £69k) were recorded relating to directors. Employer’s NI in the table
above excludes accruals for national insurance on unexercised long-term incentives.
Information on the highest paid director can be found in the Remuneration Report on pages 25 to 28.
During the year, the Group purchased £nil (2023: £18k) of services from Reckon Limited, which is a related
party by virtue of having common directors. The entire amount related to commissions for referred sales.
£nil was owed to Reckon Limited at 31 December 2024 (2023: £nil).
Please refer to note 19 Loans and Borrowings note for information relating to the loan facility that GetBusy
has established with a related party.
67
25. RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES –
CONSTANT CURRENCY
A number of our key performance indicators are provided at “constant currency”. The percentage change in
a KPI is shown assuming the current year exchange rate is used to translate both the current year and prior
year figures. The table below reconciles the constant currency figures to those reported.
26. BUSINESS COMBINATIONS
On 3 April 2024, the Group acquired certain trade and assets of SmartPath LLC (“SmartPath”), the pricing
intelligence and revenue optimisation platform that helps accountants in the US accurately price and grow
their business. Under the terms of the acquisition, the Group acquired all intellectual property and customer
contracts, together with the assignment of all supplier contracts required for the ongoing operation of
SmartPath. The acquisition provides additional capabilities and value to sell into the substantial customer
base in the US.
The acquisition consideration comprised an initial cash payment of US$250,000 (the "Initial Consideration")
and a further cash amount (the "Contingent Consideration") which will be payable in 2027 subject to the level
of Annual Recurring Revenue attributable to the SmartPath product ("Attributable ARR") at 31 December
2026 and provided Attributable ARR is $1,000,000 or higher. The Contingent Consideration payable
increases linearly from 30% of Attributable ARR if Attributable ARR is equal to $1,000,000, to 50% of
Attributable ARR if Attributable ARR is $2,000,000 or higher. The Contingent Consideration is capped at
$2,000,000 and is payable in three equal quarterly instalments starting on 31 March 2027.
SmartPath contributed £164k to Group revenue from the date of acquisition to 31 December 2024. Were
SmartPath to have been acquired at the beginning of the annual reporting period, SmartPath’s contribution
to the Group revenue would have been £222k.
SmartPath £’000
Assets and liabilities acquired, at fair value
Non-current assets
Intangible assets
115
Current liabilities
Contract liabilities2
(52)
Net identifiable assets acquired
63
Goodwill3
637
Net assets acquired
700
Consideration comprises:
Contingent consideration, at fair value1
500
Cash consideration
200
Total consideration
700
Performance measure
2024
2023 as
originally
reported
Constant
currency
adjustment
2023 at
constant
exchange
rates
Change at
reported
exchange
rates
Change at
constant
exchange
rates
Group recurring
revenue
£20,853k
£20,311k
(£355k)
£19,956k
3%
4%
Group total revenue
£21,445k
£21,112k
(£346k)
£20,766k
2%
3%
Group Annualised
Recurring Revenue
£21,591k
£20,524k
(£88k)
£20,436k
5%
6%
68
26. BUSINESS COMBINATIONS (continued)
1.
The contingent consideration is classified as a financial liability, and the fair value of contingent
consideration is the expected value, based on the probability-weighted average of a number of
outcome scenarios. These scenarios assume different levels of new business, expansion and churn
for the SmartPath product. The assumptions used to estimate the expected value are inherently
uncertain and the fair value of contingent consideration is considered to be a critical judgement.
The maximum contingent consideration payable is US$2,000,000. The contingent liability has not
been discounted as any discount applied would be wholly immaterial.
2.
Contract liabilities have been recognised in relation to customer contracts that paid in advance of
the acquisition date whose performance obligations had not been fully satisfied at the acquisition
date. The amount recognised is an estimate of the costs required to fulfil the remaining
performance obligations, plus a reasonable profit margin on these costs.
3.
The goodwill recognised relates to the assembled workforce, the opportunity to upsell to the
Group’s existing customer base with the acquired product, and through additional synergies from
brand association with the Group’s existing product SmartVault. This was not deductible for tax
purposes.
27. POST BALANCE SHEET EVENTS
On 24 March 2025, the Group amended its unsecured revolving credit facility with DJZ Investments Pty
Limited, an entity controlled by a director, Clive Rabie. The facility was increased from £2million to £3million,
its term was extended to 31 December 2028 (previously 28 February 2027) and the lender was transferred to
Clive Rabie directly. All other terms remained the same.
69
COMPANY BALANCE SHEET
2024
2023
Note
£’000
£’000
Non-current assets
Investments in subsidiaries
C5
2,207
2,195
Intangible assets
C10
34
54
Trade and other receivables
C6
4,900
4,331
7,141
6,580
Current assets
Trade and other receivables
C6
162
184
Cash and bank balances
843
28
1,005
212
Total assets
8,146
6,792
Current liabilities
Trade and other payables
C7
(5,501)
(4,724)
Provisions
C9
(373)
(504)
(5,874)
(5,228)
Non-current liabilities
Borrowings
C8
(1,250)
-
(1,250)
-
Total liabilities
(7,124)
-
Net assets
1,022
1,564
Equity
Share capital
C11
76
76
Share premium account
C11
3,018
3,018
Retained earnings
(2,072)
(1,530)
Shareholders’ funds
1,022
1,564
As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account of the parent
company has not been presented. The parent company’s loss for the year was £554k (2023: loss of £217k).
The accompanying notes form part of the financial statements.
These financial statements were approved by the Board of Directors on 24 March 2025 and were signed on
its behalf by:
Daniel Rabie
Paul Haworth
Chief Executive Officer
Chief Financial Officer
Company registration number: 10828058
70
COMPANY STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
account
Retained
earnings
Total
£’000
£’000
£’000
£’000
At 1 January 2023
75
3,018
(1,299)
1,794
Loss for the year
-
-
(217)
(217)
Issue of shares, net of issue costs
1
-
-
1
Equity-based long-term incentive costs
-
-
(14)
(14)
Transactions with owners of the Company
1
-
(14)
(13)
At 31 December 2023
76
3,018
(1,530)
1,564
Loss for the year
-
-
(554)
(554)
Issue of shares, net of issue costs
-
-
-
-
Equity-based long-term incentive credit
-
-
12
12
Transactions with owners of the Company
-
-
(542)
(542)
At 31 December 2024
76
3,018
(2,072)
1,022
71
NOTES TO THE COMPANY FINANCIAL STATEMENTS
C1.
COMPANY INFORMATION
GetBusy plc is a public limited company incorporated in England on 21 June 2017. Its principal activity is that
of a holding company for a group of software companies. The Company's registered office is Suite 8, The
Works, Unity Campus, Pampisford, Cambridge, CB22 3FT.
C2.
BASIS OF PREPARATION
These Company financial statements have been prepared in accordance with Financial Reporting Standard
102 – “The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland”
(“FRS102”) and with the Companies Act 2006. They are presented in Pounds Sterling.
There are no material accounting policies for which additional specific narrative adds to the boilerplate
description in FRS102. As with the consolidated financial statements, you’ll only see disclosures that are
material; if a disclosure isn’t made it’s because the item to which it relates isn’t material.
In preparing the separate financial statements of the parent company, advantage has been taken of the
following disclosure exemptions available to qualifying entities;
•
No cash flow statement or net debt reconciliation has been presented for the parent company;
•
Disclosures in respect of the parent company’s income, expense, net gains and net losses on
financial instruments measured at amortised cost have not been presented as equivalent
disclosures have been provided in respect of the group as a whole;
•
Disclosures in respect of the details of the parent company’s share-based payment arrangements
have not been presented as equivalent disclosures have been provided in respect of the group as a
whole; and
•
No disclosure has been given for the aggregate remuneration of the key management personnel of
the parent company as their remuneration is included in the totals for the group as a whole.
C3.
ACCOUNTING POLICIES
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, cash in transit and call deposits. Cash in
transit comprises cash collected from the customers by third party payment platforms but not yet received
by the Group. These balances are considered to be highly liquid, with minimal risk of default and are
typically received within a week.
Financial instruments
The Group enters into basic financial instrument transactions that result in the recognition of financial assets
and liabilities like trade and other debtors and creditors and loans. Recognition of financial instruments
follow FRS 102 12.2(c), and measurement, subsequent measurement and derecognition shall follow the
stipulations set out in FRS 102 sections 11 and 12
Provisions
The Group recognises a provision when the entity has an obligation at the reporting date as a result of a past
event, it is probable that the entity will be required to transfer economic benefit in settlement, and the
amount of obligation can be estimated reliably. The measurement and subsequent measurement follow the
stipulations set out in FRS section 21.
72
C4.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
In the application of FRS102, the Directors have made the following significant judgement:
In assessing the carrying value of investments in subsidiaries and of amounts owed by subsidiary
undertakings, the directors have made a judgement about the long-term cash generating potential of the
material subsidiaries. This assessment takes into account the strategy of the business and approved
budgets. If future cash generation differs materially from the directors’ expectations, there may be an
impairment in the carrying value of the investments.
C5.
INVESTMENTS IN SUBSIDIARIES
2024
£’000
2023
£’000
At 1 January
2,195
2,212
Share-based payments
12
(14)
Currency adjustments
-
(3)
At 31 December
2,207
2,195
Investments are initially stated at cost. In accordance with section 26 of FRS102, the cost of investment is
increased to reflect the cost of share options awarded to employees of the Company’s subsidiaries. A full list
of subsidiaries is contained in note 22 of the consolidated financial statements.
GetBusy plc has provided guarantees to the following subsidiaries under section 479C of the Companies Act
2006 in respects of the 2024 financial period, and hence the subsidiaries are exempt from audit under section
479A of the Companies Act 2006;
Subsidiary
Company number
Registered address
GetBusy Holdings Limited
SmartVault Holdings Limited
GetBusy Services Limited
SmartVault Software Limited
GetBusy UK Limited
14665941
14666644
14666153
14670587
03574066
Suite 8, The Works, 20 West Street, Unity
Campus, Cambridge, CB22 3FT
Suite 8, The Works, 20 West Street, Unity
Campus, Cambridge, CB22 3FT
Suite 8, The Works, 20 West Street, Unity
Campus, Cambridge, CB22 3FT
Suite 8, The Works, 20 West Street, Unity
Campus, Cambridge, CB22 3FT
Suite 8, The Works, 20 West Street, Unity
Campus, Cambridge, CB22 3FT
73
C6.
TRADE AND OTHER RECEIVABLES
Amount due within one year
2024
£’000
2023
£’000
Amounts owed by other group companies
-
Prepayments
143
159
Other receivables
19
25
162
184
Amounts due after one year
Amounts owed by other group companies
4,900
4,331
4,900
4,331
Amounts owed by group undertakings are repayable on demand, and bear interest at a rate of 8% per annum.
The amounts due are classified as non-current as it is expected that they will not be repaid in 2025.
Trade and other receivables (excluding prepayments) are classified as financial assets, and there is no
variance between the book and fair value.
C7.
TRADE AND OTHER PAYABLES
2024
£’000
2023
£’000
Amounts owed to other group companies
Trade payables
5,157
163
4,426
148
Accruals
181
150
Trade and other payables
5,501
4,724
Amounts owed to group undertakings are repayable on demand, and bear interest at a rate of 8% per annum.
Trade and other payables are classified as financial liabilities, and there is no variance between the book and
fair value.
C8. LOANS AND BORROWINGS
On 28 February 2023, the Group entered into a 4-year £2m unsecured credit facility (the “Facility”) with DJZ
Investments Pty Ltd, and entity owned and controlled by Clive Rabie, a non-executive director and related
party.
Under the Facility, interest is charged on drawings at a margin of 6.0% above the Bank of England base rate.
An availability fee of 75% of the margin is payable on undrawn amounts. The Facility contains covenants
related to the Group’s ARR, which must remain above £18.0m and grow at no less than 5.0% annually at
constant currency.
At the 31st December 2024, £1.25m (2023: nil) of the facility was drawn down. GetBusy had £42k accrued for
interest at the year end.
Since the balance sheet date the terms of the Facility were changed. More information is contained in note
27.
Borrowings are classified and measured as a financial liability under the stipulations of IFRS 9 and IAS 39, as
permissible under FRS 102.
74
C9.
PROVISIONS
£’000
At 1 January 2023
559
Charged to the consolidated income statement
21
Utilised in the year
(76)
At 31 December 2023
504
At 1 January 2024
504
Credited to the consolidated income statement
(108)
Utilised in the year
(23)
At 31 December 2024
373
C10.
INTANGIBLE ASSETS
Software
£’000
Trademarks,
patents and
domain
names
£’000
Total
`£’000
Cost
At 1 January 2023
126
-
126
Additions
-
10
10
At 31 December 2023
126
10
136
Additions
0
3
3
At 31 December 2024
126
13
139
Amortisation
At 1 January 2023
56
-
56
Charge for the year
26
-
26
At 31 December 2023
82
-
82
Charge for the year
20
3
23
At 31 December 2024
102
3
105
Net book value
At 31 December 2023
44
10
54
At 31 December 2024
24
10
34
C11.
SHARE CAPITAL AND RESERVES
The Company has one class of ordinary share with a nominal value of £0.0015 which carries no right to fixed
income. The Company does not have an authorised share capital. At 31 December 2024, 50,691,039 (2023:
50,571,493) shares were in issue and fully paid with a nominal value of £76,036.56 (2023: £75,857.23). 119,546
shares were issued in the year (2023: 892,857) at nominal value.
The Share Premium Account is the difference between the amount paid for ordinary shares issued in the
Company and the nominal value of those shares.
The Retained Earnings reserve relates to cumulative profits and losses, net of dividends and other
adjustments.
75
C12.
RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption afforded in FRS102 to not disclose transactions with
100% owned subsidiaries. Related party transactions with the directors of the Company are set out in note
24 of the Group financial statements. No costs are borne directly by the Company for staff across the group,
or the 6 (2023: 6) directors of the Company. Please see page 26 for further detail of directors’ remuneration
by the Group.
C13. POST BALANCE SHEET EVENTS
On 24 March 2025, the Group amended its unsecured revolving credit facility with DJZ Investments Pty
Limited, an entity controlled by a director, Clive Rabie. The facility was increased from £2million to £3million,
its term was extended to 31 December 2028 (previously 28 February 2027) and the lender was transferred to
Clive Rabie directly. All other terms remained the same.