IQGeo Group Limited
(Formerly IQGeo Group plc)
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Annual Report and the Financial Statements
For the Year ended 31 December 2024
Registered Number 05589712
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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Contents
Page
Company information for the year ended 31 December 2024
3
Strategic Report
4
Principal risks and uncertainties
8
Streamlined energy and carbon reporting
10
Section 172 statement
11
Directors’ report
14
Directors’ responsibilities statement
16
Independent auditor’s report
17
Consolidated income statement
21
Consolidated statement of comprehensive income
22
Consolidated statement of changes in equity
23
Consolidated statement of financial position
24
Consolidated statement of cashflows
25
Notes to the consolidated financial statements
26
Company balance sheet
55
Company statement of changes in equity
55
Notes to the Company financial statements
57
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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Company information for the year ended 31 December 2024
Directors
R Petti
H Chapman
A MacLeod
C Clarson (appointed 9 December 2024)
P Taylor (resigned 23 September 2024)
I Kershaw (resigned 23 September 2024)
C Rand (resigned 23 September 2024)
M Royde (resigned 23 September 2024)
R Sansom (resigned 23 September 2024)
Registered office
20 Station Road
Cambridge
Cambridgeshire
CB1 2JD
Company number
05589712
Auditor
Grant Thornton UK LLP
Chartered Accountants
Registered Auditor
30 Finsbury Square
London
EC2A 1AG
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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Strategic Report
The directors present their Strategic Report on the affairs of IQGeo Group Limited, (the ‘parent company’) and its subsidiaries (the
‘Group’ or ‘IQGeo’) for the year ended 31 December 2024.
BUSINESS DEVELOPMENTS
On 14 May 2024, the boards of IQGeo and Geologist Bidco Limited (‘Bidco’), a newly formed company wholly-owned by funds advised
by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (‘KKR’), announced that they had reached agreement on the terms of a
recommended cash acquisition by Bidco of the entire issued and to be issued ordinary share capital of IQGeo (the ‘Acquisition’). The
Acquisition was effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the ‘Scheme’).
To become effective, the Scheme was required to be approved by a majority of IQGeo shareholders, representing at least 75 per
cent.
Under the terms of the Acquisition, IQGeo shareholders were entitled to receive 480p for each IQGeo share held. The cash offer
valued the entire issued and to be issued share capital of IQGeo at approximately £333 million on a fully diluted bases and implies
an enterprise value of approximately £316 million. As an alternative to the cash offer, IQGeo shareholders could elect to receive
ordinary shares in Geologist Topco Limited (‘Topco’), a holding company of Bidco. This offer was taken up by existing shareholder
Kestrel Partners LLP, and a number of other smaller shareholders.
On 28 June 2024 the board of IQGeo announced that, at a Court Meeting and General Meeting, the shareholders of IQGeo approved
by the requisite majorities the resolution proposed at each of the meetings in connection with the Acquisition. On 19 September 2024
the board of IQGeo announced that the Scheme was sanctioned by the Court, and the Scheme subsequently became effective on
23 September 2024.
Following the change of ownership, 73.42% of the issued share capital of Topco was held by KKR funds, 21.71% by Kestrel Partners
LLP and 4.87% by other rollover shareholders.
KKR brings combined expertise from its investment through both its Global Impact and Next Generation Technology funds to help
support IQGeo in this next stage of growth.
IQGeo’s financial performance continued to show strong growth across all areas of the business in 2024. Remaining focused on the
broadband telecommunication and electric grid utility sectors, the company’s software revenue profile includes a resilient mix of small
and large network operators across a range of business applications. IQGeo’s Integrated Network and Adaptive Grid software
solutions provide a lifecycle strategy for our customers, supporting operational activities from planning and design, through
construction, operation and maintenance, and disaster response.
IQGeo’s product offering continues to evolve in response to market and technology trends and our sales focus has sharpened in
2024 to target larger telecom and electric utility operators with major fibre expansion and grid transformation project initiatives. In
2024 our increasing market share and project success has helped to secure a number of high-profile accounts with strategic projects
for the replacement of legacy Geographic Information Systems (GIS). Underpinned by the optimised network models within our
Network Manager Telecom and Network Manager Electric products, IQGeo provides a highly competitive solution that enables the
replacement of aging technologies at large accounts to achieve much greater operational efficiencies.
The broadband and utility industries continue to invest in fibre expansion and grid transformation projects and we anticipate strong
ongoing investment over the coming years. As fibre networks are built out across developed countries, we are beginning to see a
shift in the telecommunication industry from an investment in fibre rollout to a greater focus on the monetisation of the deployed fibre
and the optimisation of maintenance and support activities. The IQGeo product line evolved to capitalise on this gradual shift in
investment profile with new and enhanced solutions to support monetisation and operational use cases. Electric utility operators are
also making major investments in grid modernisation and decarbonisation and the IQGeo software is well positioned to support this
complex ecosystem with field design, inspection, and disaster response use cases.
To ensure the ongoing annual contract value (ACV) growth of the business, the IQGeo sales and marketing team are focusing our
efforts on pipeline development and sales support initiatives. In 2024 we put in place a dedicated sales enablement team and added
focused demand generation resources that are targeting key tier 1 and tier 2 prospects. This also includes the addition of new
outbound focused product management and product marketing resources. These new resources, processes, and tools were initially
deployed in North America and will be rolled out in EMEA and APAC in 2025.
The role of channel, service, and technology partners expanded significantly in 2024. The growth of our market share and customer
base has attracted new partners into the IQGeo ecosystem and we launched several new partner programs to build further
momentum. Going forward, partners will play an increasingly strategic role in supporting IQGeo customer deployments and expanding
our ACV in new geographic regions where we do not have a direct sales team. To further accelerate this growth, IQGeo hired a new
Vice President of Partner Sales and Strategic Alliances who joined the company in January 2025. His team will focus on rolling out
the partner programs and support infrastructure essential to a successful partner ecosystem that makes a significant contribution to
our ACV targets.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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FINANCIAL PERFORMANCE
2024 has seen continued improvement for the Group as we demonstrated significant growth across key financial metrics. In 2024
the level of profitability continued to increase (excluding non-recurring items), demonstrating good operating leverage, and we
continued to be cash flow positive. As we continue to be successful in the growing markets in which we operate, we will continue to
grow revenue and build sustained profitability and cash inflows.
Key performance indicators
On a monthly basis, the Directors review revenue, operating costs, cash and KPIs to ensure the continued growth and development
of the Group. Primary KPIs for 2024 and 2023 were as follows:
KPIs
2024
2023
£'000
£'000
Total revenue
50,340
44,485
Recurring revenue
23,193
15,749
Recurring revenue %
46%
35%
New annual contract value (ACV) added in year
8,198
9,007
Exit recurring revenue run rate
27,608
21,295
Gross margin %
57%
60%
Adjusted EBITDA
8,667
6,576
(Loss) / Profit for the year
(9,499)
4
Recurring revenue net retention
122%
133%
Recurring revenue order intake
38,581
25,719
Cash, net of debt
15,400
10,954
Total revenue grew by 13% over the prior year to £50.3 million.
Recurring revenues
Recurring revenue arises from both subscription-based SaaS sales and also maintenance and support arrangements from licence
sales. This is measured via annual contract value (ACV). During 2024, the Group has added new ACV of £8.2 million, which compares
to the £9.0 million new ACV added in 2023.
The exit ACV of the Group as of 31 December 2024 has increased by 30% to £27.6 million (2023: £21.3 million). Recurring revenues
have increased by 47% to £23.2 million in 2024, and recurring revenue percentage has increased to 46% of all revenue, compared
to 35% in 2023.
The Group achieved a recurring revenue net retention figure of 122% (2023: 133%) which indicates the success of the land and
expand strategy and reflects the Group’s continued ability to grow existing customer accounts through new products and increasing
the user count, along with excellent logo retention.
Non-recurring revenues
Non-recurring revenue includes £4.5 million of Comsof demand points (2023: £4.9 million) – revenue from the number of end points
that the fibre planning software is used to plan for customers. This demand point revenue is similar to perpetual licence revenue and
is included in non-recurring IQGeo product revenue. Sales of perpetual software licences have decreased over the prior year. It is
anticipated that this one-off revenue will continue to fluctuate year on year.
Services revenues have increased to £21.7m in 2024 from £19.5m in 2023 (both figures including the services performed on third
party products), a growth of 11%, as we have been implementing enterprise solutions for the new customers that we have won both
in 2023 and 2024. Services revenue has stabilised in 2024 due to the launch of our fully hosted out-of-the-box products such as the
Insight and Professional editions of the software.
Additionally to revenue derived from consultancy services on own IP product, revenue is also derived from consultancy services
connected to third party products. Revenues from third party product services have declined in the current period and are still expected
to decline in future periods as the Group continues to focus on growing our own product revenues.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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Gross profit
Gross profit
2024
£'000
Gross
margin %
2023
£'000
Gross
margin %
Gross
margin
movement
Gross profit / gross margin
28,787
57%
26,702
60%
-3%
Gross margin percentage for the year was 57% due to sales mix of services and increasing hosting costs as we grow our SaaS
offerings. Recurring revenue and licences and demand points achieved margins between 81% and 94% respectively. As services
revenues stabilise going forwards and we build our recurring revenues, we would expect gross margins to grow in future years.
Operating expenses and adjusted EBITDA
Operating expenses were £38.1 million (2023: £26.2 million) and are summarised as follows:
2024
2023
£’000
£’000
Other operating expenses
20,120
20,126
Depreciation
911
613
Amortisation
4,148
3,292
Share option expense
1,181
774
Unrealised foreign exchange (gain) / loss on intercompany trading balances
599
290
Non-recurring items
11,115
1,085
Total operating expense
38,074
26,180
Other operating expenses of the Group include sales, product development, marketing and administration costs, net of costs
capitalised.
Other operating costs during the period have increased as we have started investing heavily in the business post the KKR acquisition,
especially on recruiting and new heads. We recruited a net new 64 heads during the year across all geographies and all areas within
the business. As at 31 December 2024, there were 281 employees on the payroll. Operating costs are anticipated to increase in the
future to drive further revenue growth.
Non-recurring items in 2024 mostly relate to costs of £10.6 million incurred on the acquisition of IQGeo by KKR in the year.
Adjusted EBITDA also excludes amortisation, depreciation, share option expense, foreign exchange gains/losses on intercompany
trading balances and non-recurring items and is reported as it reflects the performance of the Group. Adjusted EBITDA profit in 2024
was £8.7 million (2023: £6.6 million).
The operating loss for the period was £9.3 million (2023: operating profit of £0.5 million), £1.8 million profit before non-recurring items
(2023: £1.6 million profit)
Assets
Total assets were £59.7 million (2023: £50.1 million). Total current assets increased to £36.5 million (2023: £27.3 million).
Total non-current assets were £23.2 million (2023: £22.8 million). Goodwill remained at £11.3 million (2023: £11.3 million). Capitalised
development costs at 31 December 2024 were £6.5 million (2023: £5.5 million) with the increase reflecting the £4.5 million investment
in the IQGeo product suite, offset by the £3.5 million amortisation charge. No change has been made to the current three-year
amortisation period, due to the fast-moving nature of the technology.
Liabilities
Total current liabilities increased to £32.5 million (2023: £24.4 million) which includes an increase in deferred revenue of £6.4 million
as would be expected in a business that is increasing annual recurring revenue through subscription-based customer contracts.
Current liabilities were reduced by the £1.3 million payment of the deferred contingent consideration in respect of the Comsof
acquisition which was paid in March 2024, reflecting the excellent performance of the Comsof business.
Total non-current liabilities decreased slightly to £2.8 million (2023: £2.9 million).
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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Net assets
Net assets increased to £24.4 million (2023: £22.8 million).
Cash and cash flow
Operating cash outflow before working capital movement was £3.2 million (2023: £6.5 million inflow), largely as a result of the £11.1
million exceptional costs incurred in the year. Cash inflow from operating activities after adjusting for working capital and tax was
£1.8 million (2023: £9.9 million). Given the annual in advance payment profile of our subscription revenues, and in a company
growing at rates the Group is, we would expect working capital to be a cash inflow.
The Group had investment outflows of £5.8 million (2023: £6.0 million) including £0.2 million for tangible assets (2023: £0.2 million)
and £4.5 million on development investments in own products (2023: £4.4 million). In 2024, approximately 67% of R&D expenditure
was capitalised (2023: 73%).
Cash inflows from financing activities were £8.9 million (2023: £0.4 million outflow), due to the £9.7 million received from the exercise
of share options prior to the takeover, net of £0.8 million of payments made on leases. The 2023 outflow was due to £0.6 million paid
on leases, offset by £0.2 million proceeds from share issues on exercise of share options.
Going concern
As at 31 December 2024, the Group had £15.4 million of cash (2023: £11.0 million) and no debt other than lease liabilities. The
Directors have prepared detailed cash flow projections including sensitivity analysis on key assumptions. The projections prepared
until 30 June 2026 show that the Group will be able to operate comfortably within the current levels of cash available and, based on
this, the Directors have a reasonable expectation that the Group and company has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, the Group and company continues to adopt the going concern basis in preparing
its consolidated financial statements.
This is discussed further in note 3 to the financial statements.
FUTURE DEVELOPMENTS
IQGeo is fortunate to work within the telecommunication and electric utility industries that are making major social and environmental
impacts with the deployment of ubiquitous broadband services to global communities and creating low-carbon renewable energy
networks. Our mission of “Building Better Networks” provides a clear purpose for the development of our software solutions to meet
our vision of “Delivering digital equity and a greener energy future”. The challenges faced by these industries also create a tremendous
opportunity for our software as we identify new operational areas where we can expand our product offering across the lifecycle of
the network. With the additional investment from KKR, we have the unique opportunity to rapidly expand all areas of our business
creating an unrivalled advantage for IQGeo when contrasted with our competitors.
Key to the success of our Integrated Network and Adaptive Grid solutions is our focus on supporting the entire lifecycle of our
customers’ networks. From planning and design, through to construction, operations and maintenance, monetisation, and disaster
response, our software joins up operational processes with a shared network model to accelerate time to revenue, enhance efficiency,
and improve safety.
To support our “land and expand” sales strategy, in 2024 we extended our software product portfolio to address the evolving
requirements of the telecom and utility industries. For broadband operators, we released new versions of all our flagship products
including Network Manager Telecom, Comsof Fiber, Workflow Manager, and Network Revenue Optimizer. New product capabilities
enable tighter process integrations, extend support for operational use cases, and optimise the revenue potential of the existing fibre
network. For electric utility operators we added new capabilities to the network model within our Network Manager Electric software
and added additional digital work execution capabilities within Workflow Manager. In addition to these industry specific developments,
we released the first version of our new API environment for use by our customer and partners. These APIs support the integration
of 3rd party systems and enable customizations for advanced, Enterprise deployments.
In 2025 we will accelerate these areas of our product development to deliver greater product innovation on shorter timetables. To
meet our ambitious ACV targets, in 2025 we will focus on streamlining our software to deliver faster customer ROI and expanding
our SaaS capabilities to shorten upgrade time, cost, and complexity. As the broadband market matures and electric utilities invest in
a once-in-a-generation grid transformation, IQGeo will focus more resources on providing compelling solutions for the operate phase
of the lifecycle. Coupling this product development vision with our expanded sales enablement, product management, and product
marketing resources, will improve our ability to deliver new solutions to current customers and targeted prospects.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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PRINCIPAL RISKS AND UNCERTAINTIES
A high-level summary of the key business risks facing the Group and the management actions to mitigate them to an acceptable
level is presented below:
Risk
Mitigation of risk
Growth management
Near-term expansion is expected in the future to
develop existing markets and to expand into
new markets. The risks associated with growth
include the delivery of market penetration
through the conversion of the sales funnel, and
control of increases in fixed operating costs to
support revenue growth. If the Group is unable
to manage expansion effectively, its business
and financial results could suffer.
If the Group is unable to deliver growth to
exceed the costs of operation, then ultimately its
cash resources will be fully consumed.
Subscription revenue model provides greater stability to revenue, cash flows
and operations in future periods.
Close monitoring of business development strategy and regular reviews of the
sales opportunity pipeline at Board meetings.
Head office support of regional office development in the event of accelerated
regional growth.
Development of systems and processes that can scale with the business while
maintaining good financial management.
Close monitoring of gross margin including resource allocation and utilisation
on services projects.
The costs within the business are closely monitored to ensure they remain in
line with the growth trajectory, and cash flow outlook, of the business.
Dependence on key customers
The Group has a significant portion of Exit
Annual Contract Values concentrated with
several substantially larger enterprises than the
Group. The Group is reliant on significant
projects with its key customers to deliver
financial results. The conversion of opportunities
to signed contracts and then the subsequent
timing of the projects is not fully under the
control of the Group.
The Group’s management performs regular reviews of the opportunity pipeline,
including critical stages to complete the larger deals with status reported at
Board meetings.
The Group’s customer base has expanded with more customers using IQGeo
products. The Group added £2.1m of new exit ACV from New Logos in the
year.
Increase the breadth of the opportunity pipeline through recruitment of more
quota‑carrying sales and pre-sales personnel.
The Group continues to invest in the key customer relationships that it has
successfully retained over many years, while also maintaining a strategy to
extend and diversify its customer base.
Customer satisfaction and retention
The subscription model is attractive to some
customers as it provides flexibility and reduces
the initial investment required to adopt the
IQGeo Platform. Poor customer satisfaction
would impact renewal of subscription and
maintenance and support contracts.
Additionally, poor customer satisfaction could
result in delays in the timing of customer
payments which would reduce the working
capital available to the Group.
Maintain regular communications with customers.
Ensure appropriate level of resources are applied to key customer accounts.
Net retention (increase in existing customer ACV) for FY24 is 122%.
Deal with issues quickly through a clear escalation path.
Investment in product enhancements with a focus on understanding customer
needs.
Technological risk
The Group operates in an industry where
competitive advantage is heavily dependent on
technology. Technological development may
reduce the importance of the Group’s function in
the market.
Slower adoption of disruptive technologies within
the markets we operate in will impact on
revenue unless the benefits of the IQGeo
Platform are clearly communicated.
Regular monitoring of the industry and advances through participation in
research forums.
Review of the product roadmap by the Board to ensure competitiveness.
Continued investment in technologies that meet customer needs.
Monitoring of planned R&D to ensure resources are allocated to deliver
advances that are aligned to the Group strategy, linking investment to
commercial viability and return on investment.
Staff recruitment and retention
The Group’s success is substantially dependent
upon recruiting, retaining and incentivising
senior management and key technically skilled
employees, the loss of whom could have an
adverse impact on the performance of the
business.
The Group has in place appropriate incentive structures to attract and retain
the calibre of employees necessary to ensure the efficient development and
management of the Group. Employee benefits have been reviewed and
improved in 2024.
The Group has implemented Employer of Choice initiatives including career
planning and organisational development.
Succession planning in key positions across the business functions.
In 2025, we have launched, in conjunction with KKR, an all employee option
scheme.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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Risk
Mitigation of risk
Legal and regulatory breaches
The Group is required to comply with local laws,
regulations and legislation in each jurisdiction in
which it operates. These include compliance
with financial reporting and conduct
requirements, Health & Safety, Data Protection
and anti-Bribery rules.
Failure to comply with local laws may result in
the cessation of the ability to trade in that
jurisdiction, fines or the allocation of resources
to perform corrective actions.
The Group monitors new developments, taking input from local advisers.
The Group regularly reviews its processes to ensure that the risk of default is
minimised.
International trade
The Group is exposed to economic downturn
within the markets in which it operates.
IQGeo Europe NV and IQGeo Germany GmbH, Belgium and German based
subsidiaries of IQGeo Group Limited, contract with customers based in the
European Union, dependent on location.
A new office has been opened in Malaysia to support expansion in the Asia
Pacific region.
The Group’s customer sales are spread across multiple territories which will
partially mitigate against a downturn in any one region.
Digital infrastructure and cyber security
Breaches of the Group’s digital security through
cyber-attacks or otherwise, or failure of the
Group’s digital infrastructure, could seriously
disrupt operations, including the provision of
customer services and result in the loss or
misuse of sensitive information, legal or
regulatory breaches resulting in potential liability,
and reputational damage among the customer
base leading to a decline in revenues.
The Group continues to invest in resources in enhancing site resilience and
defences, improving network monitoring and reviewing the incident response
processes to mitigate the impact of a security breach.
The Group ensures all employees receive training and testing to improve their
awareness of cyber‑threats.
Short and medium-term cyber security plans are regularly reviewed by the
Board.
ISO 27001 certification maintained in 2024 which involved review of processes
in place across the Group.
Internal control
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The
risk management process and systems of internal control are designed to manage, rather than eliminate, the risk of failure to
achieve the Group’s objectives. It should be recognised that such systems can only provide reasonable, but not absolute,
assurance against material misstatement or loss. The Directors acknowledge their responsibilities for the Group’s system of internal
control and for reviewing its effectiveness. The principal features of the system of internal financial controls include the following:
Budgetary control over all operations, measuring performance against pre‑determined targets on at least a monthly basis
Regular forecasting and reviews covering trading performance, assets, liabilities, headcount and cash flows
Authority covering key financial commitments including, but not necessarily limited to, capital expenditure, office lease commitments and
recruitment
Identification and management of key business risks
The Board continually reviews the effectiveness of other internal controls, including financial, operational, and compliance controls
and risk management.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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STREAMLINED ENERGY AND CARBON REPORTING
Overview
Measuring and mitigating the impact of climate change remains a priority for IQGeo, our customers, our partners, and our
employees. The telecom and utility industries are actively working to design and build the net zero carbon networks of the future
and IQGeo is proud to support this important effort.
IQGeo has been measuring our greenhouse gas (GHG) emissions for the last six years and 2024 will be the fourth year that we
plan to offset our GHG emissions. Through this process IQGeo has received CO2e Assessed and Carbon Neutral Organisation
certifications.
Results and analysis
Working with our carbon consulting partner “Carbon Footprint”, we use a well-documented assessment methodology in accordance
with Part 1 of ISO 14064: 2018. For 2024 the analysis includes statistics for all the IQGeo offices and additional statistics for home
working and office-based emissions. This year we also widened the scope of our reporting to include “Well to tank – Location
based” reporting which includes numbers for 2024 and adjusted reporting for previous years in keeping with reporting best practice.
The 2024 carbon footprint numbers show a predictable 24% increase in emissions per employee, which reflect IQGeo’s growing
employee numbers, geographic expansion, and increase in reporting scope. As recruitment of new employees slows in future
years, we can expect to see a proportional levelling off of emission numbers.
IQGeo’s carbon neutral status
The results and analysis of IQGeo’s 2024 GHG emissions are fully documented and available in a detailed report produced by
Carbon Footprint. Working together with our Human Resources and Internal Communication teams, we will continue to build upon
our carbon mitigation best practice programme and educate employees on the reduction of their professional and personal carbon
emissions.
IQGeo will be offsetting our 2024 carbon emissions using only Gold Standard or Verified Carbon Standard programmes provided by
our reporting partner Carbon Footprint. These offsetting programs comply with the stringent requirements from the Quality Assurance
Standard (QAS) for Carbon Offsetting. IQGeo will receive Carbon Neutral Organisation status for our 2024 financial reporting period,
receiving this important certification for four consecutive years.
Tonnes of CO2e for carbon footprint
Element
2019
2023
2024
% change
on baseline
year3
% change
on previous
year3
Flights
227.48
239.93
729.39
220.6
204.0
Well to Tank (Location-based)
38.491
86.60
131.00
240.3
51.3
Site electricity (Location-based)
81.66
143.56
63.43
-22.3
-55.8
Homeworking (Location-based)
14.15
96.43
71.19
403.2
-26.2
Company car travel (Location-based)
-
45.27
40.78
N/A
-9.9
Commuting
N/A
53.06
37.42
N/A
-29.5
Hotel stays
-
12.57
25.30
N/A
101.2
Computing
N/A
30.47
23.69
N/A
-22.2
Hire cars (Location-based)
5.64
1.78
15.89
181.7
794.2
Rail travel
1.42
2.83
9.24
549.8
226.8
Taxi travel
7.63
3.52
5.22
-31.6
48.4
Cash opt out car travel (Location-based)
3.10
2.74
4.09
31.9
49.3
Employee-owned car travel (grey fleet) (Location-based)
-
-
2.74
N/A
1st year
Bus travel
-
0.14
1.84
N/A
1,210.6
Water (and wastewater)
N/A
N/A
0.37
N/A
1st year
Paper
N/A
0.02
0.04
N/A
65.1
Total Tonnes of CO2e (Location-based)
379.57
718.922
1,161.63
206.0
61.6
Tonnes of CO2e per employee (end-of-year)
5.20
3.31
4.12
-20.8
24.3
Tonnes of CO2e per employee (average)
5.13
3.59
4.68
-8.7
30.3
1WTT added for previous years during this assessment
2Figure corrected from previous report
3% change calculated using unrounded numbers
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
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SECTION 172 STATEMENT
As required by Section 172 of the UK’s Companies Act, a director of a company must act in a way that he or she considers, in good
faith, would most likely promote the success of the company for the benefit of its shareholders.
In doing this, the director must have regard, amongst other matters, to the following issues:
•
Likely consequences of any decisions in the long term
•
Interests of the company’s employees
•
Need to foster the company’s business relationships with suppliers, customers and others
•
Impact of the company’s operations on the community and environment
•
The company’s reputation for high standards of business conduct
•
Need to act fairly between members of the company
Details on how the board has taken these matters into account in their decision making are given below, including with regard to the
likely long-term consequences of decisions where applicable.
Employees
IQGeo’s success is dependent on the commitment and creativity of our employees and we have implemented a range of programmes
and activities to nurture their professional development and support their personal ambitions. With the rapid growth in employee
numbers off the back of the KKR business investment, the IQGeo staff grew to nearly 300 by the end of 2024 and recruitment
continues at pace. We plan to grow to around 400 employees by the end of 2025. Communication is essential to maintaining the
open and engaged company culture valued by the team. This is achieved by monthly All-hands meetings used to share the strategies
and goals of the business and an internal Portal where departmental and resource updates are shared along with milestones and
business achievements.
Each year we conduct an Annual Employee Survey and a separate NPS employee survey (eNPS). The results of the eNPS survey
were very positive, increasing from a January 2024 score of 41 to a score of 50 in January of 2025. Feedback in the Employee survey
also reflected an engaged workforce with strong scores and positive comments on the culture and direction of the organisation. To
further support this engagement, the Human Resources team enhanced our employee support activities in 2024 to encourage
continued professional development along with regionally tailored employee assistance services across all our operating areas.
To instil a greater sense of employee ownership in IQGeo, we are working with the KKR team to introduce a new stock option
programme which has been launched to employees in Q1 2025. This is being offered to all employees and will be accompanied by
a refreshed Company Values programme that was championed by a team of employee volunteers.
Employee engagement activities
Employee stock option programme
Annual appraisals and stay interviews
Hybrid and remote working
Flexible working support
Professional development training
Employee assistance programmes
Mentor programme for all new employees
Monthly All-hand meetings and corporate portal
Employee HR engagement portal
Peer recognition and quarterly Kudos awards
Summer and holiday parties
Paid charity volunteer day
Partners and Suppliers
The IQGeo business ecosystem of partners and suppliers is key to the overall success of our business and we strive to develop open
and transparent relationships with these important stakeholders. Our partner network grew significantly in 2024 as we added new
programmes for Certified Implementation Partners and Certified Design Partners. Increasing demand from our customers also saw
the addition of new technology partners who deliver complementary software and hardware solutions for our joint customers.
The development and expansion of our partner network is a key building block in our growth strategy and in January 2025 Fred
Gerritse joined IQGeo as our new Vice President of Partner Sales and Strategic Alliances. Fred and his team will work to
professionalise and grow our partner network, providing the programmes, training, and technical support that partners need to be
successful with the sale and service of our software.
The achievement of our ACV growth targets is linked to the expansion of our reseller and OEM partner network. These partners play
a vital role in parts of the world where IQGeo does not have a direct sales presence and customer success demands on-the-ground
local relationships. A flourishing partner sales network is instrumental to our growth plans in Southeast Asia and in 2025 we will
continue to grow and build new relationships.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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As a technology company, we rely on best-in-class suppliers that provide the software and service infrastructure we need to operate
as a high performance business. We are committed to building strong relationships with reputable suppliers and we have put in place
a robust supplier onboarding process. Proposed new suppliers are carefully vetted to ensure they meet IQGeo’s security and business
practice standards that are aligned with our ISO 27001 certification, and appropriate contractual relationships are in place. Our
supplier code of conduct seeks to establish fair and ethical dealing with all strategic suppliers, securing the best value, solutions, and
relationships that underpin our business growth.
Customers
2024 saw the continued growth of our Customer Success team which is dedicated to the ongoing success of our customers and the
retention and expansion of their ACV contribution. Throughout 2024 we put a highly experienced team in place with individuals that
often have decades of industry expertise. This industry knowledge is crucial to building long-term trusted relationships with our largest
and most strategic accounts across North America and EMEA.
We continue to build our customer support resources and in 2024 we formalized and launched product training courses for an initial
set of key software products with plans to expand our training offering in 2025. To make this important training resource as accessible
as possible, we also selected a new digital training platform which will be rolled out in 2025 to offer scheduled online training to both
customers and partners.
The IQGeo customer community is supported by three Meetup events each year held in Japan, Europe, and North America.
Attendance at these events has grown year over year and they provide an excellent forum for customers and partners to be educated
on IQGeo’s latest product developments and build interconnected relationships that strengthen their commitment to IQGeo and our
technology. At the European and North American Meetup events we make a special point to recognize the creativity of our customers
and partners with the annual IQGeo Innovation Awards. The companies are selected for their exceptional project and technology
innovation using the IQGeo network and workflow management software.
2024 Customer and Partner Innovation Award winners
Bolivar Energy Authority – Americas
Conterra Networks – Americas
Cox Communications – Americas
Deutsche Glasfaser - EMEA
Deutsche Telekom - EMEA
FiberGrid – EMEA
Fibersmith – Americas
LG&E and KU – Americas
Lightpath – Americas
In 2024 we also launched an initial customer NPS program to begin measuring the satisfaction of our customers with the products
and services from IQGeo. The initial programme targeted a small number of customers which produced a healthy NPS score of 44.
Any customers responding with passive or detractor scores were immediately passed to the Customer Success team for review and
follow-up. We plan to expand the target audience for our customer NPS programme in 2025 to improve the overall quality of our
analysis.
Shareholders
Our business success attracted a wider range of shareholder profiles prior to the KKR takeover. To engage with this broader audience
we ran online and in-person investor briefing sessions.
Since the change of ownership, there is regular communication with representatives from major shareholders KKR and Kestrel
Partners. KKR and Kestrel representatives have been appointed to the boards of the Group’s holding companies.
Community and environment
The communities in which the IQGeo team lives and works provides the foundation for our people and business to reach new heights.
IQGeo’s community programmes encourage our employees to get involved and donate to local activities that enrich the lives of
people in our communities. We do this through charitable donation schemes in certain countries and by giving every employee one
day a year that they can use to volunteer their time to support a local community cause.
Unfortunately 2024 bore witness to many catastrophic natural and man-made disasters and IQGeo provided contributions to
international organisations that are responding to these devastating incidents. We selected the Red Cross Disaster Relief fund as
our designated charity for 2024 and made several donations as part of an incentive scheme to encourage survey responses to our
Meetup and Impact digital surveys.
IQGeo’s carbon footprint has been fully documented from 2019 through 2024, providing a comprehensive view of our carbon
emissions over the last six years. Since 2021 IQGeo has been recognised with Carbon Neutral Organisation Certification by offsetting
the total tonnes of carbon generated during the calendar year through its support of high-quality, certified carbon offsetting projects.
With the assistance of the KKR Impact team, IQGeo will work in 2025 to develop additional activities in partnership with our employees
to raise the awareness of environmental and sustainability issues and propose programmes to mitigate the impact of our corporate
carbon footprint.
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(Formerly IQGeo Group plc)
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Maintaining high standards of business conduct
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise
shareholder value. These values are reinforced with employees by the management team through annual business review sessions
and form the cornerstone of the employee performance review process.
The ethical standards at IQGeo are a key factor in the evaluation of individual performance and that of the entire Company.
Need to act fairly between members of the company
The Board considers which course of action best enables delivery of the company’s strategy through the long term, taking into
consideration the effect on stakeholders. The Board believes that considering, and balancing, the needs and priorities of the
company’s stakeholders in key business decisions is not only the right thing to do, but is also core to our ability to drive value creation
over the longer term.
The strategic report was approved by the Board of Directors and signed on its behalf:
Haywood Chapman
Director
7 May 2025
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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Directors’ Report
The Directors present their Annual Report on the affairs of the Group together with the audited financial statements for the year to 31
December 2024.
Incorporation and constitution
IQGeo Group Limited is domiciled in England and incorporated in England and Wales under Company Number 05589712. Based on
the country generating the greatest revenue, the main country of operation is the United States of America.
Change in Company name
On 23 September 2024, the Company, reregistered as a private company and is now incorporated under IQGeo Group Limited.
Principal activity
The Group delivers end-to-end geospatial software which improves productivity and collaboration across enterprise planning, design,
construction and maintenance processes for telecoms and utility network operators. Our mobile-first enterprise solutions create and
maintain an accurate view of complex network assets that is easily accessible by anyone, wherever and whenever needed.
Specialised applications combined with our open IQGeo Platform help network operators create a single source of network truth to
meet their digital transformation ambitions and operational KPIs. Our award-winning solutions save time and money, and improve
safety and productivity, while enhancing customer satisfaction.
Business review and key performance indicators
The Group’s results are set out in the consolidated income statement on page 21. A detailed review of the business, its results and
future direction is included in the Strategic Report on page 4.
Capital structure
The Company has one class of ordinary share of two pence each and all issued shares are fully paid. The shares carry no right to
fixed income. Each share carries the right to one vote at general meetings of the Company. As at 31 December 2024, the Company
had 69,314,119 ordinary shares in issue (2023: 61,491,490).
Details of the share capital of the Company, including shares issued during the year, can be found in note 20 of the consolidated
financial statements.
Details of employee share schemes are set out in note 21.
As part of the Group restructure in September 2024, following the acquisition of the Group by KKR, a leading global investment firm
based in America, a new intermediary holding company “Geologist BidCo Limited” holds 100% of the Company’s share capital.
During the year, 7,622,629 new shares were issued on exercise of employee share options, and all share options outstanding prior
to the acquisition had their vesting accelerated and all future service requirements waived.
Directors
The Directors serving at 31 December 2024 and to the date of this report were as follows:
Haywood Chapman
Andrew MacLeod
Riccardo (Richard) Petti
Claire Clarson
(appointed 9 December 2024)
The following directors served during the year, but all resigned on the 23 September 2024, following the change of ownership of the
company:
Paul Taylor
Robert Sansom
Matthew (Max) Royde
Ian Kershaw
Carolyn Rand
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Directors’ interests
Details of Directors’ remuneration are provided in note 7 and interests in the ordinary shares of IQGeo Group Ltd are disclosed in
note 23. There are no loans to or from the Directors in either the current or prior year.
Directors’ indemnity arrangements
The Group has made qualifying third-party indemnity provisions for the benefit of its Directors which were made during the year and
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.
Financial instruments
Principal financial risks and mitigating activities have been set out within the Strategic Report. Additionally, note 24 to the financial
statements provides further details in respect of credit risk, market risk and liquidity risk.
Research and development activities
During the year, the Group has been active in the development of software. In the opinion of the Directors, continuity of the investment
in software development is essential for the long-term growth of the business. The Board regularly reviews the IQGeo product
roadmap to ensure its competitiveness.
Going concern review
The review of Going concern is discussed within the Strategic Report on page 7.
Post-balance sheet events
On 24 March 2025, IQGeo announced that exclusive negotiations are underway with the goal of acquiring the AI computer vision
software developer Deepomatic. The company would be acquired by Geologist Topco Ltd, a holding company of the IQGeo Group,
and ownership would then be transferred to IQGeo Group Ltd. The addition of Deepomatic’s AI capabilities will enable IQGeo to
enhance its network lifecycle solutions.
Future developments in the business
Future developments are discussed within the Strategic Report on page 7.
Dividends
The Directors do not recommend payment of a dividend for the year (2023: £nil).
Auditor
Pursuant to section 487 of the Companies Act, the auditors are deemed to be reappointed and Grant Thornton UK LLP will therefore
continue in office.
Donations
During the year, the company and its subsidiaries made charitable donations totalling £13k (2023: £nil). The Company made no
political donations during the year (2023: £nil).
Haywood Chapman
Chief Financial Officer
7 May 2025
IQGeo Group Limited
Registered number: 05589712
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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Directors’ responsibilities statement
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have
elected to prepare the consolidated financial statements in accordance with UK-adopted international accounting standards, and
have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting
Standard applicable in the UK and Republic of Ireland’). 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 and profit or loss of the company and
group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures
disclosed and explained in the consolidated financial statements;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and
explained in the Company financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure
that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors confirm that:
so far as each director is aware, there is no relevant audit information of which the company’s auditor is unaware; and
the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any
relevant audit information and to establish that the company’s auditor is aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
This responsibility statement has been signed on behalf of the Board of Directors below.
Haywood Chapman
Director
7 May 2025
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IQGeo Group Limited
(Formerly IQGeo Group plc)
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Independent auditor's report to the members of IQGeo Group Limited
Opinion
We have audited the financial statements of IQGeo Group Limited (the 'parent company') and its subsidiaries (the 'group') for the
year ended 31 December 2024, which comprise the Consolidated income statement, the Consolidated statement of comprehensive
income, the Consolidated statement of changes in equity, the Consolidated statement of financial position, the Consolidated
statement of cashflows, the Company balance sheet, the Company statement of changes in equity and notes to the financial
statements, including material accounting policy information. The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial
reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and
United Kingdom Accounting Standards, including Financial Reporting Standard 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 loss 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’
section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other
ethical responsibilities in accordance with these 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
We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the group's and the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report.
However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group's and the parent
company's business model including effects arising from macro-economic uncertainties such as cost of living crisis and inflation we
assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how
those risks might affect the group's and the parent company's financial resources or ability to continue operations over the going
concern period.
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.
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 the parent company's ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
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Other information
The other information comprises the information included in the annual report and financial statements, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual
report and financial statements. 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 audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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.
Opinions on other matters prescribed by the Companies Act 2006
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.
Matter on which we are required to report under the Companies Act 2006
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.
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 from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 16, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are
capable of detecting irregularities, including fraud, is detailed below:
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We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company,
and determined that the most significant are those that relate to the financial reporting frameworks, being UK-adopted
international accounting standards and the Companies Act 2006 (for the group) and United Kingdom Generally Accepted
Accounting Practice (for the parent company)..
We enquired of management, whether they were aware of any instances of non-compliance with laws and regulations or
whether they had any knowledge of actual, suspected or alleged fraud. We corroborated our enquiries through our review of
board minutes.
We assessed the susceptibility of the group’s and the parent company’s 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 the evaluation of the risk of management override of controls. We determined that the principal risks were in
relation to:
-
Determining the basis of recognition of income over contracts when there are significant judgements involved.
-
Potential management bias in the judgements made by management in applying the accounting policies, especially in
relation to the capitalisation of development cost.
Our audit procedures involved:
-
Gaining an understanding of the group’s and the parent company’s operations, including the nature of its revenue sources,
products and services and of its objectives and strategies to understand the classes of transactions, account balances,
expected financial statement disclosures and business risks that may result in risks of material misstatement.
-
Assessing the design and implementation of controls management has in place to prevent and detect fraud and the
adequacy of procedures for authorisation of transactions and internal review procedures.
-
Challenging assumptions and judgements made by management in their significant accounting estimates.
-
Performing journal entry testing, including those with unusual account combinations.
-
Completing audit procedures to conclude on the compliance of disclosures in the annual report and accounts with
applicable financial reporting requirements.
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.
The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement
team included consideration of the engagement team’s:
-
Understanding of, and practical experience with audit engagements of a similar nature and complexity through appropriate
training and participation.
-
Knowledge of the industry in which the entity operates.
-
Understanding of the legal and regulatory requirements specific to the group and the parent company.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the 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 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 company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
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Joanne Love
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
Date: 7 May 2025
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Consolidated income statement
for the year ended 31 December 2024
Notes
2024
2023
£’000
£’000
Revenue
5
50,340
44,485
Cost of revenue
(21,553)
(17,783)
Gross profit
28,787
26,702
Operating expenses
(38,074)
(26,180)
Operating (loss) / profit
(9,287)
522
Analysed as:
Gross profit
28,787
26,702
Other operating expenses
(20,120)
(20,126)
Adjusted EBITDA
8,667
6,576
Depreciation
12, 13
(911)
(613)
Amortisation
11
(4,148)
(3,292)
Share option expense
(1,181)
(774)
Unrealised foreign exchange losses on intercompany trading balances
(599)
(290)
Non-recurring items
9
(11,115)
(1,085)
Operating (loss) / profit
(9,287)
522
Finance income
8
305
15
Finance costs
8
(326)
(480)
(Loss) / profit before tax
(9,308)
57
Income tax
10
(191)
(53)
(Loss) / profit for the year
(9,499)
4
The notes on pages 26 to 54 are an integral part of the financial statements.
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Consolidated statement of comprehensive income
for the year ended 31 December 2024
2024
2023
£’000
£’000
(Loss) / profit for the year
(9,499)
4
Other comprehensive income:
Exchange difference on retranslation of net assets and results of overseas subsidiaries
253
128
Total comprehensive (loss) / profit for the year
(9,246)
132
The notes on pages 26 to 54 are an integral part of the financial statements.
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Consolidated statement of changes in equity
for the year ended 31 December 2024
Ordinary
share
capital
Share
premium
Share
based
payment
reserve
Capital
redemption
reserve
Merger
relief
reserve
Translation
reserve
Other
reserves
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1
January 2023
1,229
25,965
634
476
2,153
(1,437)
238
(7,569)
21,689
Profit for the year
-
-
-
-
-
-
-
4
4
Exchange difference
on retranslation of
net assets and
results of overseas
subsidiaries
-
-
-
-
-
128
-
-
128
Total
comprehensive
profit for the year
-
-
-
-
-
128
-
4
132
Exercise of share
options
5
168
(49)
-
-
-
-
49
173
Lapse of share
options
-
-
(23)
-
-
-
-
23
-
Equity-settled share-
based payment
-
-
774
-
-
-
-
-
774
Transactions with
owners
5
168
702
-
-
-
-
72
947
Balance as at 31
December 2023
1,234
26,133
1,336
476
2,153
(1,309)
238
(7,493)
22,768
Loss for the year
-
-
-
-
-
-
-
(9,499)
(9,499)
Exchange difference
on retranslation of
net assets and
results of overseas
subsidiaries
-
-
-
-
-
253
-
-
253
Total
comprehensive
loss for the year
-
-
-
-
-
253
-
(9,499)
(9,246)
Exercise of share
options
152
9,582
-
-
-
-
-
-
9,734
Exercise of share
options
-
-
(2,517)
-
-
-
-
2,517
-
Equity-settled share-
based payment
-
-
1,181
-
-
-
-
-
1,181
Transactions with
owners
152
9,582
(1,336)
-
-
-
-
2,517
10,915
Balance as at 31
December 2024
1,386
35,715
-
476
2,153
(1,056)
238
(14,475)
24,437
The notes on pages 26 to 54 are an integral part of the financial statements.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 24
Consolidated statement of financial position
for the year ended 31 December 2024
Notes
2024
2023
£’000
£’000
Assets
Non-current assets
Intangible assets
11
21,257
20,830
Property, plant and equipment
12
399
382
Right-of-use assets
13
1,538
1,624
Total non-current assets
23,194
22,836
Current assets
Trade and other receivables
14
20,519
16,330
Corporation tax receivable
592
-
Cash and cash equivalents
15
15,400
10,954
Total current assets
36,511
27,284
Total assets
59,705
50,120
Liabilities
Current liabilities
Trade and other payables
16
(31,588)
(23,806)
Corporation tax payable
(276)
-
Lease liability obligations
19
(590)
(629)
Total current liabilities
(32,454)
(24,435)
Non-current liabilities
Deferred income tax liabilities
10
(443)
(596)
Provisions
17
(1,074)
(965)
Lease liability obligations
19
(1,297)
(1,356)
Total non-current liabilities
(2,814)
(2,917)
Total liabilities
(35,268)
(27,352)
Net assets
24,437
22,768
Equity attributable to owners of the Company
Ordinary share capital
20
1,386
1,234
Share premium
20
35,715
26,133
Share-based payment reserve
-
1,336
Capital redemption reserve
476
476
Merger relief reserve
2,153
2,153
Translation reserve
(1,056)
(1,309)
Other reserves
238
238
Retained earnings
(14,475)
(7,493)
Equity attributable to shareholders of the Company
24,437
22,768
The notes on pages 26 to 54 are an integral part of the financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 7 May 2025 and signed on its behalf
by:
Richard Petti
Haywood Chapman
Chief Executive Officer
Chief Financial Officer
IQGeo Group Limited
Registered Number: 05589712
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 25
Consolidated statement of cash flows
for the year ended 31 December 2024
2024
2023
Notes
£'000
£'000
(Loss) / profit before tax from operating activities
(9,308)
57
Depreciation
12,13
911
613
Amortisation
11
4,148
3,292
Unrealised foreign exchange losses on intercompany trading balances
599
290
RDEC income
(789)
-
Share-based payment charge
1,181
774
Finance income
8
(305)
(15)
Finance costs
8
326
480
Movement in provision
17
-
965
Operating cash flows before working capital investment
(3,237)
6,456
Change in receivables
(4,269)
(4,604)
Change in payables
9,554
7,589
Cash generated from operations before tax
2,048
9,441
Net income taxes (paid) / received
(254)
507
Net cash flows from operating activities
1,794
9,948
Cash flows from investing activities
Purchases of property, plant and equipment
12
(224)
(245)
Expenditure on intangible assets
11
(4,496)
(4,434)
Acquisition of subsidiaries, net of cash acquired
(1,326)
(1,319)
Interest received
285
15
Interest paid
(83)
-
Net cashflows used in investing activities
(5,844)
(5,983)
Cash flows from financing activities
Payment of lease liability
19
(840)
(602)
Proceeds from the issue of ordinary share capital on exercise of options
9,734
173
Net cash flows generated from / (used in) financing activities
8,894
(429)
Net increase in cash and cash equivalents
4,844
3,536
Cash and cash equivalents at start of period
10,954
8,055
Exchange difference on cash and cash equivalents
(398)
(637)
Cash and cash equivalents at year end
15
15,400
10,954
The notes on pages 26 to 54 are an integral part of the financial statements.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 26
Notes to the consolidated financial statements
1 General information
IQGeo Group Limited (the “Company”) and its subsidiaries (together, the “Group”) delivers geospatial software solutions that integrate
data from any source – geographic, real-time asset, GPS, location, corporate and external cloud-based sources – into a live
geospatial common operating picture, empowering all users in the customer’s organisation to access, input and analyse operational
intelligence to proactively manage their networks, respond quickly to emergency events and effectively manage day-to-day
operations.
The Company is a private limited company which is incorporated and domiciled in the United Kingdom. The address of its registered
office is 20 Station Road, Cambridge, CB1 2JD, United Kingdom.
The Group has its operations in the UK, USA, Canada, Belgium, Germany, Japan and Malaysia and sells its products and services
in over 40 countries globally. The Group consists of seven subsidiary companies headed by IQGeo Group Limited at 31 December
2024 (eight at 1 January 2024).
The consolidated financial statements have been approved for issue by the Board of Directors on 7 May 2025.
2 New accounting standards
The consolidated financial statements are prepared in accordance with UK-adopted international accounting standards in conformity
with the requirements of the Companies Act 2006.
There were no new standards or amendments or interpretations to existing standards that became effective during the year that were
material to the Group.
No new standards, amendments or interpretations to existing standards having an impact on the financial statements that have been
published and that are mandatory for the Group’s accounting periods beginning on or before 1 January 2025, or later periods, have
been adopted early.
Standards and interpretations not yet applied by the Group
The following new standards and interpretations, which are yet to become mandatory and have not been applied in the Group’s
financial statements, are not expected to have a material impact on the Group’s financial statements.
Lack of Exchangeability (Amendment to IAS 21) effective for Accounting Periods starting on or after 1 January 2025
'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'
effective for Accounting Periods starting on or after 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements effective for Accounting Periods starting on or after 1
January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures effective for Accounting Periods starting on or after 1
January 2027
These amendments are not expected to have a significant impact on the financial statements in the period of initial application and
therefore the disclosures have not been made.
3 Summary of significant accounting policies
The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements of IQGeo Group Limited are prepared in accordance with UK-adopted international accounting
standards in conformity with the requirements of the Companies Act 2006 (‘IFRS’). The consolidated financial statements have been
prepared under the historical cost convention. The consolidated financial statements are presented in GBP and all values are rounded
to the nearest thousand pounds (£’000) except when otherwise indicated.
The preparation of these financial statements in conformity with IFRS requires the Directors to make certain critical accounting
estimates and judgements that affect the amounts reported in the financial statements and accompanying notes. The areas involving
a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 4.
Going concern basis
In determining the basis for preparing the consolidated financial statements, the Directors are required to consider whether the Group
and Company can continue in operational existence for the foreseeable future, being a period of not less than twelve months from
the date of the approval of the consolidated financial statements.
Management prepares detailed cash flow forecasts which are reviewed by the Board on a regular basis. The forecasts include
assumptions regarding the opportunity funnel from both existing and new clients, growth plans, risks and mitigating actions. In
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 27
particular, operating cash flow and profitability are highly sensitive to revenue mix and the positive contribution of continuing growth
in software sales whether on a perpetual licence or subscription basis.
The forecasts used by the Directors in their going concern assessment do not include the impact of any future acquisitions not
committed at the time of approving the financial statements. Prior to any acquisition, the Directors will consider the funding of the
transaction, along with the impact on the Group and Company’s cash flow forecasts.
In reaching their going concern conclusion, the Directors have considered that the Group had cash of £15.4 million as at 31 December
2024 and sufficient working capital to continue operations. Management have also prepared analysis including downside scenarios
considering the impact of limited revenue growth and reduced margins. This demonstrates that even in the event of a significant
downturn in performance, cash reserves are sufficient to continue trading. A reverse stress test scenario has also been considered,
demonstrating that a depletion of all cash reserves would require an implausible fall in revenue and margins.
The Group’s forecasts and projections to 30 June 2026, taking account of reasonably possible changes in trading performance,
support the conclusion that there is a reasonable expectation that the Group and Company have adequate resources to continue in
operational existence for the foreseeable future, a period of not less than twelve months from the date of this report. The Group and
Company therefore continue to adopt the going concern basis in preparing the consolidated financial statements.
Consolidation
The Group financial statements include the results, financial position and cash flows of the Company and all of its subsidiary
undertakings. Subsidiary undertakings are those entities controlled directly or indirectly by the Company. Control arises when the
Company has the power to govern the financial and operating policies of an entity, uses this power to affect the returns from that
entity and has exposure to variable returns from its investment in the entity.
Financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting
policies. Businesses acquired or disposed of during the year are accounted for using acquisition method principles from, or up to, the
date control passed. Intra-group transactions and balances are eliminated on consolidation. All subsidiaries use uniform accounting
policies for like transactions and other events and similar circumstances.
Foreign currencies
a. Functional and presentation currency
The functional currency of each Group entity is the currency of the primary economic environment in which each entity operates. The
consolidated financial statements are presented in GBP.
b. Transactions and balances
Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates prevailing at
the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated at rates ruling at the period
end date. Such exchange differences are included in the consolidated income statement within “operating expenses”. Non-monetary
items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of
the initial transactions.
c. Consolidation
For the purpose of presenting consolidated financial statements, the results and financial position of all the Group entities (none of
which have the currency of a hyperinflationary economy) that have a functional currency other than GBP are translated into GBP as
follows:
assets and liabilities for each statement of financial position are translated at the exchange rate at the period end date;
income and expenses for each income statement are translated at the exchange rate ruling at the time of each period the
transaction occurred; and
all resulting exchange differences are recognised in other comprehensive income.
Revenue recognition
Revenue represents the consideration that the entity expects to receive for the sales of goods and services net of discounts and
sales taxes. Revenue is recognised based on the distinct performance obligations under the relevant customer contract as set out
below. Where goods and/or services are sold in a bundled transaction or on a subscription basis, the Group allocates the total
consideration under the contract to the different individual elements based on actual amounts charged by the Group on a standalone
basis.
Revenue is recognised at different points in time, upfront, over time and at points in time, as described below. Such recognition takes
into consideration the term of the licence granted or services to be provided as much as the term of any longer agreement that the
licencing and services are provided within. Where there are recognisable points which require actions from the customer and/or the
Group, which includes the renewal of annual licences within a term contract, the Group recognises revenue only to the next renewal
point to reflect inherent uncertainties of future revenues and separate performance obligations. Revenue is recognised either on a
subscription / monthly basis or upfront annually dependant on the basis of the agreement and services to be provided or upfront for
the term of the licence where there are no separate performance obligations or renewal points within the customer agreement.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 28
Recurring IQGeo Product revenue - subscription
Subscription services, which may include hosting services, are considered to be a single distinct performance obligation due to the
promises stated within the contract. Revenue is recognised evenly over the subscription period as the customer receives the benefits
of the subscription services.
Recurring IQGeo Product revenue - maintenance and support
Maintenance and support is recognised on a straight-line basis over the term of the contract, which is typically one year, reflecting
the time over which the customer receives the benefits of the services. Revenue not recognised in the consolidated income statement
is classified as deferred revenue on the consolidated statement of financial position.
Perpetual software
Software is also sold under perpetual licence agreements. Under these arrangements revenue is recognised at a point in time, when
the software is made available to the customer for use, provided that all obligations associated with the sale of the licence have been
made fulfilled.
If contracts include performance obligations which result in software being customised or altered, the software cannot be considered
distinct from the labour service. Revenue recognition is dependent on the contract terms and assessment of whether the performance
obligation is satisfied over time. If the conditions of IFRS 15 to recognise revenue over time are not satisfied, revenue is deferred until
the software is available for customer use, because once software has been installed by the customer, the Group has no further
obligations to satisfy.
Demand Points revenue (Comsof products)
Annual licence revenue
For Comsof software products which are sold within an agreement based on Demand Points and which contain an annual licence
renewal, revenue is recognised annually upfront, when the software is made available to the customer for use, provided that all
obligations associated with the sale of the licence have been made fulfilled. Hosting or associated services within the same agreement
are recognised over time, reflecting the time over which the customer receives the benefits of the services. This reflects that whilst
the contractual term may extend across multiple annual renewals, there is a trigger at the annual renewal which if not met could
cause the contract to be terminated.
Term licence revenue
For Comsof software products which are sold within an agreement based on Demand Points, which is for a fixed period, but which
does not contain an annual licence renewal, revenue is recognised in full upfront, when the software is made available to the customer
for use, provided that all obligations associated with the sale of the licence have been made fulfilled. Hosting or associated services
within the same agreement are recognised over time. This reflects that the customer has the benefit of the software for the duration
of the term contract.
Services
Services revenue includes consultancy and training. Services revenue from time and materials contracts is recognised in the period
that the services are provided on the basis of time worked at agreed contractual rates and as direct expenses are incurred.
Revenue from fixed price, long-term customer specific contracts is recognised over time following assessment of the stage of
completion of each assignment at the period end date compared to the total estimated service to be provided over the entire contract
where the outcome can be estimated reliably. If a contract outcome cannot be estimated reliably, revenues are recognised equal to
costs incurred, to the extent that costs are expected to be recovered. An expected loss on a contract is recognised immediately in
the consolidated income statement.
Timing of payment
Maintenance and support income and subscription income is invoiced annually in advance at the commencement of the contract
period. Software and demand points are invoiced on delivery. Services are invoiced either on a time and deliverables basis monthly
in arrears, or on completion of milestones. Other revenue is invoiced based on the contract terms in accordance with performance
obligations. Our standard payment terms are 30 days from date of invoice, however management discretion can be applied for
significant contracts.
Contract assets and contract liabilities
Amounts recoverable on contracts (contract assets) relate to the Group’s right to consideration for completed performance obligations
under the contract prior to invoicing. Deferred income (contract liabilities) relates to amounts invoiced in advance of services
performed under the contract.
Employee benefits
a. Retirement benefits
The Group operates various defined contribution pension arrangements for its employees.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 29
For defined contribution pension arrangements, the amount charged to the consolidated income statement represents the
contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown
as either accruals or prepayments in the consolidated statement of financial position.
b. Share-based payments
The Group has previously issued equity-settled share-based payments to certain employees. Vesting conditions are continuing
employment. Equity-settled share-based payments are measured at fair value at the date of grant using an appropriate pricing model.
The fair value is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity in the
share-based payment reserve. Non-market vesting conditions include assumptions about the number of options expected to vest.
Non-recurring items
Non-recurring items are disclosed separately in the financial statements where it is helpful to do so to provide further understanding
of the financial performance of the Group. They are material one-off items of income or expense that have been shown separately
due to the significance of their nature or amount and do not reflect the ongoing cost base or revenue-generating ability of the Group.
Adjusted EBITDA
Due to the one-off nature of acquisition and other costs and the non-cash element of certain charges, the Directors believe that
adjusted EBITDA provides shareholders with a more appropriate representation of the underlying earnings derived from the Group’s
business and a more comparable view of the year-on-year underlying financial performance of the Group. Adjusted EBITDA excludes
amortisation, depreciation, share option expense, foreign exchange gains/losses on intercompany trading balances and non-recurring
items.
Interest income and expense
Interest income and expense is included in the consolidated income statement, using the effective interest method by reference to
the principal outstanding.
Tax
The tax charge or credit comprises current tax payable and deferred tax:
a. Current tax
The current tax charge represents an estimate of the amounts payable or receivable to or from tax authorities in respect of the Group’s
taxable profits and is based on an interpretation of existing tax laws. Taxable profit differs from profit before tax as reported in the
consolidated income statement because it excludes certain items of income and expense that are taxable or deductible in other years
or are never taxable or deductible. Taxation received is recognised only when it is probable that the Group is entitled to the asset.
b. Deferred tax
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying
amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses
available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability, unless
the related transaction is a business combination or affects tax or accounting profit.
Deferred tax liabilities are always provided in full. Deferred tax assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to be offset against future taxable income. Deferred tax assets and liabilities are
calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are
enacted or substantively enacted at the reporting date. Deferred tax is recognised as a component of tax expense in the consolidated
income statement, except where it relates to items charged or credited directly to other comprehensive income or equity when it is
recognised in other comprehensive income or equity.
During the current year, IQGeo UK Limited intends to submit a claim for UK Research and Development tax credit relief ("R&D tax
claim") under the HMRC RDEC scheme. The company intends to receive the available part of the claim as a cash payment during
the year, and this is included within current assets. The portion of the claim that is not available for cash payment during the year will
be carried forward as a tax loss, and forms part of the unrecognised deferred tax asset in the UK. In the prior year, IQGeo UK Limited
submitted a claim under the HMRC SME scheme, with the amount of the claim forming part of the unrecognised deferred tax asset
in the UK.
Business combinations
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity
interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their provisional fair values at the acquisition date. Fair values are reassessed during the measurement
period and updated if required. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s
identifiable net assets.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in
the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes
to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 30
the consolidated income statement. Contingent consideration that is classified as equity is not remeasured and its subsequent
settlement is accounted for within equity.
Goodwill
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling
interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net
assets of the subsidiary acquired, the difference is recognised in profit or loss.
Goodwill arising on an acquisition of a business is the difference between the fair value of the consideration paid and the net fair
value of the assets and liabilities acquired. Goodwill is carried at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Costs relating to ongoing obligations of customer contracts are expensed.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is only capitalised if all of the following conditions are met:
completion of the intangible asset is technically feasible so that it will be available for use or sale;
the Group intends to complete the intangible asset and use or sell it;
the Group has the ability to use or sell the intangible asset;
the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for
the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in
generating such benefits;
there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;
and
the expenditure attributable to the intangible asset during its development can be measured reliably.
Internally generated intangible assets, consisting mainly of direct labour costs, are amortised on a straight-line basis over their useful
economic lives. Amortisation is shown within administrative expenses in the consolidated income statement. The estimated useful
lives of current development projects are three years. Upon completion the assets are subject to impairment testing if impairment
triggers are identified, based on expected future sales.
Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the
period in which it is incurred.
Other intangible assets
Intangible assets that are purchased separately, such as software licences that do not form an integral part of related hardware, are
capitalised at cost and amortised on a straight-line basis over their useful economic life which is typically three years.
Customer relationships acquired following a business combination are amortised on a straight-line basis over their useful economic
life which is ten years.
Brands acquired following a business combination are amortised on a straight-line basis over their useful economic life which is two
to five years.
Intellectual Property acquired following a business combination is amortised on a straight-line basis over its useful economic life
which is five years.
Acquired software recognised following a business combination is amortised on a straight-line basis over their useful economic life
which is three to five years.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation
is charged to the consolidated income statement so as to write off the cost or valuation less estimated residual values over their
expected useful lives on a straight-line basis over the following periods:
Fixtures and fittings and leasehold improvements: three to ten years, or period of the lease if shorter
Computer equipment: three years
Residual values and useful economic lives are assessed annually. The gain or loss on the disposal or retirement of an asset is
determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in operating
expenses.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 31
Leased assets
The Group as a lessee
For any new contracts entered into, the Group considers whether a contract is, or contains, a lease. A lease is defined as ‘a contract,
or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’.
To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:
•
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group
•
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the
period of use, considering its rights within the defined scope of the contract
•
the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether
it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the consolidated statement of
financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any
lease payments made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end
of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment
when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date,
discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in-substance fixed),
variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments
arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to
reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the
right-of-use asset is already reduced to zero.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of
recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss
on a straight-line basis over the lease term.
On the consolidated statement of financial position, right-of-use assets have been presented as non-current assets and lease
liabilities presented within current and non-current liabilities.
Impairment of non-financial assets
Assets that have an indefinite useful life – for example, goodwill – are not subject to amortisation and are tested at least annually for
impairment and whenever there is an indication that the asset may be impaired. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Impairment
losses are recognised immediately in profit or loss.
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each
reporting date. Where an impairment loss is reversed, it is reversed to the extent that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been recognised in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial
instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial
asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
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Page 32
Financial assets are classified into the following categories:
• amortised cost;
• fair value through profit or loss (FVTPL); and
• fair value through other comprehensive income (FVOCI).
The classification is determined by both:
• the entity’s business model for managing the financial asset; and
• the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance
income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the
effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category
of financial instruments.
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised
at fair value through profit and loss. Further, irrespective of business model, financial assets whose contractual cash flows are not
solely payments of principal and interest are accounted for at FVTPL.
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets
in this category are determined by reference to active market transactions or using a valuation technique where no active market
exists.
Trade receivables
Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If
collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records
the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience,
external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics and they
have been grouped based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group
designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and
financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in the profit or
loss.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-
current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and
other short-term highly liquid investments with original maturities of three months or less.
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(Formerly IQGeo Group plc)
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Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from the proceeds. The nominal value of shares issued is classified as share capital and the amounts
paid over the nominal value in respect of share issues, net of related costs, is classified as share premium.
Share-based payment reserve
The share-based payment reserve relates to a cumulative charge made in respect of share options granted by the Company to the
Group’s employees under its employee share option plans.
Capital redemption reserve
The capital redemption reserve relates to the repurchase and subsequent cancellation of issued ordinary share capital.
Merger relief reserve
The merger relief reserve relates to the issue of shares as consideration for acquisitions of direct or indirect 100% owned subsidiaries
within the Group.
Translation reserve
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional
currencies to the Group’s presentation currency of GBP, are recognised directly in other comprehensive income and accumulated in
the translation reserve.
Retained earnings
Retained earnings include all current and prior period retained profits/losses.
4 Critical accounting judgements and key sources of estimation and uncertainty
When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the
recognition and measurement of assets, liabilities, income and expenses.
Significant management judgements
The following are the judgements made by management in applying the accounting policies of the Group that have the most significant
effect on the financial statements.
Capitalisation of development costs
The point at which development costs meet the criteria for capitalisation is critically dependent on management’s judgement of the
point at which technical and commercial feasibility is demonstrable. The carrying amount of capitalised development costs at 31
December 2024 is £6.6 million (2023: £5.5 million). After capitalisation, management monitors whether the recognition requirements
continue to be met and whether there are any indicators that capitalised costs may be impaired.
Revenue recognition
Significant management judgement is applied in determining the distinct performance obligations included within contracts involving
multiple deliverables. In particular, where additional services are sold alongside perpetual licence sales, management must make an
assessment if contracts include performance obligations which would result in software being customised or altered, prior to reaching
a conclusion as to whether the software can or cannot be considered distinct from the labour service.
For each identified significant performance obligation management are required to determine which obligations meet the criteria to
recognise revenue over time. As revenue from fixed price services agreements is recognised over time, the amount of revenue
recognised in a reporting period depends on the extent to which the performance obligation has been satisfied. This requires an
estimate of the time and value to deliver the services to be provided, based on historical experience with similar contracts. In a similar
way, recognising revenue requires the estimated number of hours required to complete the promised work. For further detail on the
specific nature of revenue streams recognised by the Group, refer to the revenue recognition section within note 3.
Deferred tax
A deferred tax asset is recognised where the Group considers it probable that future taxable profits will be available against which
the tax credit will be utilised in the future. This specifically applies to tax losses and to outstanding vested share options at the
statement of financial position date. In estimating the amount of the deferred tax asset that should be recognised, the Directors make
judgements based on current budgets and forecasts about the amount of future taxable profits and the timings of when these will be
realised. As at 31 December 2024 deferred tax assets have not been recognised in respect of existing tax losses because it is not
probable that future taxable profits will be available against which the Group can utilise the benefits.
Estimating uncertainty
The Group makes estimates and assumptions concerning the future. The Group has no key sources of estimation uncertainty at the
year end date that have a significant risk of causing material misstatement in the financial statements.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 34
5 Business information
5.1 Revenue by type
The following table presents the different revenue streams of the IQGeo Group:
Revenue by stream
2024
£'000
% of total
revenue
2023
£'000
% of total
revenue
Subscription
20,133
40%
12,728
29%
Maintenance and support
3,060
6%
3,021
7%
Recurring IQGeo product revenue
23,193
46%
15,749
35%
Perpetual software
965
2%
4,355
10%
Demand points software
4,468
9%
4,879
11%
Services
21,433
43%
18,776
42%
Non-recurring IQGeo product revenue
26,866
53%
28,010
63%
Total IQGeo product revenue
50,059
99%
43,759
98%
Geospatial services on third party products
281
1%
726
2%
Total revenue
50,340
100%
44,485
100%
5.2 Geographical areas
The Group’s revenue from external customers in the Group’s domicile, the UK, and its major worldwide markets have been identified
on the basis of the customers’ geographical location.
The following table represents the Group’s operational revenue by geographical region:
Revenue
2024
2023
£’000
£’000
UK
1,381
2,626
Europe
8,663
5,404
USA
33,915
29,318
Canada
3,690
3,501
Japan
1,972
3,049
Rest of World
719
587
Total
50,340
44,485
5.3 Information about major customers
During 2024, the Group had one customer who generated revenues of greater than 10% of total revenue for the group (2023: 2
customers).
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 35
6 Employee information
6.1 Employee numbers
The number of people as at 31 December and the average monthly number of people employed during the year, including Executive
Directors, was:
Actual number of
people as at 31
December
Average monthly number
of people in the year
By activity
2024
2023
2024
2023
Number
Number
Number
Number
Technical consultants
102
80
88
75
Sales & marketing
76
65
71
60
Research & development
74
50
63
45
Administration
29
22
26
20
281
217
248
200
By geography
2024
2023
2024
2023
Number
Number
Number
Number
United Kingdom
75
53
66
43
Europe
55
45
52
43
North America
141
111
120
107
Asia
10
8
10
7
281
217
248
200
6.2 Employee benefits
The aggregate employee benefit expense, including Executive Directors, comprised:
2024
2023
£’000
£’000
Wages and salaries
24,134
20,931
Social security costs
2,401
2,105
Contributions to defined contribution pension arrangements
724
645
Share-based payments
1,181
774
Total aggregate employee benefits
28,440
24,455
7 Directors’ remuneration
The aggregate remuneration of the Directors comprised:
2024
2023
£’000
£’000
Aggregate remuneration
1,403
1,201
Payments in lieu of notice
56
-
Gain on exercise of share options
12,287
-
Contributions to defined contribution pension arrangements
22
17
Total aggregate Directors’ remuneration
13,768
1,218
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 36
During the year, three directors (2023: none) exercised share options in shares of IQGeo Group Limited (then plc) with a total gain
of £12.3 million (2023: £nil).
The Group paid £22k (2023: £17k) into defined contribution pension schemes with retirement benefits accruing to three directors
(2023: two) in respect of defined contribution pension schemes.
An expense for equity-settled share-based payments of £125k (2023: £211k) was recognised in the year in relation to share
options granted to directors.
Remuneration has been paid to Max Royde in his role as Non-Executive Director through Kestrel Partners LLP. As at 31 December
2024 £nil (2023: £nil) is included within trade and other payables.
The highest paid director’s emoluments were as follows:
2024
2023
£’000
£’000
Total amount of emoluments
677
543
Gain on exercise of share options
8,488
-
Contributions to defined contribution pension arrangements
6
6
Total remuneration of highest paid director
9,171
549
8 Finance income and costs
2024
2023
£’000
£’000
Gain on modification of office lease
20
-
Interest income from cash and cash equivalents
285
15
Finance income
305
15
Interest expense for lease arrangements
(134)
(136)
Interest expense on unwinding of provision
(109)
-
Interest expense for contingent and deferred consideration
-
(344)
Other finance expenses
(83)
-
Finance costs
(326)
(480)
Net finance costs
(21)
(465)
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 37
9 Loss before tax: analysis of expenses by nature
9.1 Expenses by nature
The following items have been charged / (credited) to the consolidated income statement in arriving at a gain / loss before tax:
Notes
2024
2023
£’000
£’000
Amortisation of capitalised development and software costs
11
3,556
2,520
Amortisation and impairment of acquired intangible assets
11
592
772
Depreciation of owned property, plant and equipment
12
200
163
Depreciation of right-of-use assets
13
711
450
Lease rental charges – land and buildings
19
840
602
Research & development costs expensed
2,179
1,650
Net foreign currency expense
23
539
Unrealised foreign exchange losses/(gains) on intercompany trading
balances
599
290
Non-recurring items expense
9.2
11,115
1,085
9.2 Non-recurring items
2024
2023
£’000
£’000
Costs incurred on takeover by KKR
10,630
-
Acquisition costs
485
120
SPA tax warranty
-
965
Total non-recurring items
11,115
1,085
Costs incurred on takeover by KKR
As detailed in the Strategic Report, the IQGeo Group was acquired during the year by KKR. These costs relate largely to professional
fees in relation to the transaction, and the employer costs of the associated payout of employee share options.
Acquisition costs
The acquisition costs incurred in 2024 relate to the planned acquisition referred to in note 26. 2023 acquisition costs relate to the
Comsof acquisition in August 2022.
SPA warranty
On 31 December 2018, the Group disposed of its RTLS SmartSpace business. The sale agreement included a number of warranties
which would allow the new owners of the RTLS SmartSpace business to claw back consideration paid, should additional liabilities
crystallise at a later date. During the year ended 31 December 2023, Management were made aware of a potential tax warranty claim
related to the sale, and following legal advice, believe that it is more likely than not that payment will be required under the warranty
in around 4 years’ time. A best estimate of the amount payable including associated costs and expenses has been discounted to net
present value using the Group’s weighted average cost of capital, resulting in a provision as at 31 December 2024 of £1.1m (2023:
£1.0m). This has increased from the prior year due to the unwinding of the discount.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 38
9.3 Auditor’s remuneration
During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor and its
associates:
2024
2023
£’000
£’000
Fees payable to the Group’s auditor for the audit of:
Parent company and consolidated financial statements
121
123
Financial statements of subsidiaries, pursuant to legislation
-
17
Total audit fees
121
140
Fees payable to the Group’s auditor for other services:
Audit-related assurance services
-
35
Fees payable to the associates and affiliates of the Group’s auditor for other
services:
Tax advisory
4
29
Tax compliance services
4
26
Total non-audit fees
8
90
Total auditor’s remuneration
129
230
The auditor of IQGeo Group Limited is Grant Thornton UK LLP.
10 Income tax
10.1 Income tax recognised in the consolidated income statement
2024
2023
£’000
£’000
Current tax
Corporation tax
584
95
Adjustments in respect of prior periods
(239)
164
Total current tax charge / (credit)
345
259
Deferred tax
Origination and reversal of timing differences
(97)
(97)
Adjustments in respect of prior periods
11
(21)
Effect of increased / decreased tax rate on opening balance
(67)
(88)
Total deferred tax credit
(153)
(206)
Total income tax charge / (credit) for the year
191
53
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 39
The tax charge differs from the standard rate of corporation tax in the UK for the year of 25.0% in 2024 (2023: 23.52%) for the
following reasons:
2024
2023
£’000
£’000
(Loss) / profit before tax
(9,308)
57
(Loss) / profit before tax multiplied by the standard rate of corporation tax
in the UK of 25.0% (2023: 23.52%)
(2,327)
13
Tax effects of:
Fixed asset differences
14
(88)
Share scheme deduction
(3,685)
-
Expenses not deductible for tax purposes
2,391
558
Non-deductible amortisation of goodwill
(47)
(46)
Research & development tax (credits) in additional deduction
-
(674)
Research and development tax credit
197
Adjustments to tax charge in respect of previous periods – current tax
(237)
164
Adjustments to tax charge in respect of previous periods – deferred tax
11
(21)
Utilisation of previously unrecognised tax losses
(938)
(838)
Remeasurement of deferred tax for changes in tax rates
(67)
(121)
Difference on tax treatment of share options – unrecognised
-
(208)
Unrecognised deferred tax movements
4,874
1,412
Difference on overseas tax rates
5
(98)
Total income tax charge
191
53
During the current year, IQGeo UK Limited intends to submit a claim for UK Research and Development tax credit relief ("R&D tax
claim") under the HMRC RDEC scheme. In the prior year, IQGeo UK Limited submitted a claim under the HMRC SME scheme. For
the year ended 31 December 2023, the claim formed part of the unrecognised deferred tax asset in the UK. The consolidated income
statement reflects the tax credit for the 2024 financial year.
10.2 Factors that may affect future tax charges
The Group has tax losses of £39 million (2023: £23.7 million) that are available for offset against future taxable profits of those
subsidiary companies in which the tax losses arose. Deferred tax assets have not been recognised in respect of those losses as they
may not be used to offset elsewhere in the Group, and they have arisen in subsidiaries whose future taxable profits are uncertain.
No deferred tax has been recognised on the unremitted earnings of overseas subsidiaries, because the earnings are continually
reinvested by the Group and no tax is expected to be payable on them in the foreseeable future.
The deferred tax balances have been measured at 25%, based on the UK tax rate as at April 2024 (2023: 25%).
10.3 Deferred tax
The movement in deferred tax in the consolidated statement of financial position during the year is as follows:
Deferred income tax assets
Deferred income tax liabilities
2024
2023
2024
2023
£’000
£’000
£’000
£’000
At 1 January
1,143
937
(1,739)
(1,739)
Prior year adjustment re blended rate
-
21
-
-
Deferred tax credit / (charge) to the income
statement
64
185
89
-
At 31 December
1,207
1,143
(1,650)
(1,739)
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 40
The components of deferred tax included in the consolidated statement of financial position are as follows:
2024
2023
£’000
£’000
Fixed asset timing differences
(35)
(24)
Short term timing differences
14
11
Deferred tax liability on development costs capitalised
(1,650)
(1,400)
Deferred tax liability recognised on acquisition of intangible assets
(444)
(596)
Deferred tax asset on losses
1,672
1,413
Total net deferred tax liabilities
(443)
(596)
Deferred tax assets have not been recognised in respect of the following amounts because it is not probable that future taxable profits
will be available against which the Group can utilise the benefits:
2024
2023
£’000
£’000
Tax losses carried forward
8,204
4,524
Equity-settled share options temporary differences
-
698
Total unrecognised deferred tax assets
8,204
5,222
11 Intangible assets
Goodwill has been recognised on acquisition of the Comsof and OSPI businesses in 2022 and 2020 respectively. Management
considers that the Group as a whole represents a single CGU, including the Comsof and OSPI businesses, which have been fully
integrated into the existing structure of the Group. All goodwill has therefore been allocated to this single CGU, and management has
conducted an impairment review on this basis. Management has undertaken a detailed review of the future cash flows which are
anticipated to be generated from the Group. With the continued expectation of growth and profitability, management have projected
cash flows to 2029 and then applied a terminal growth rate of 1% to future periods. The key underlying assumption is that the Group
will continue to see revenue growth and an increase in recurring revenue contracts through subscription and demand point sales at
a rate consistent to that achieved in 2024. A discount rate of 10% has been applied to future cash flows. This value in use calculation
has been compared to an assessment of the Group’s fair value less costs to sell, based on the net sales value of the Group at the
September 2024 change in ownership. This results in a net sales value exceeding £300 million, which is higher than the calculated
value in use, and this is therefore considered to represent the recoverable amount. Therefore no impairment is required to goodwill
as at 31 December 2024.
The intangible assets include acquired software products, acquired brands and acquired customer relationships all arising from the
Comsof and OSPI business acquisitions. Values have been recognised from a valuation conducted by external experts.
Capitalised product development costs relate to expenditure that can be applied to a plan or design for the production of new or
substantial improvements to software products. Management have assessed the underlying products capitalised to identify if any
indicators of impairment exist. Where an indication of impairment does exist, management have completed impairment reviews
through estimating the future discounted cash flows to be generated from these assets and concluded that no impairment is required
as the discounted cash inflows exceeded the carrying value of the asset as at the year end. The amortisation period for capitalised
product development costs is 3 years.
Software assets represent assets purchased from third parties.
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(Formerly IQGeo Group plc)
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Goodwill
Acquired
Customer
relationships
Acquired
Software
Products
Acquired
Brands
Capitalised
Product
Development
Costs
Software
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Cost
As at January 2023
14,486
4,263
1,080
331
13,619
140
33,919
Additions
-
-
-
-
4,310
125
4,435
Effect of movements in
exchange rates
(249)
(118)
(27)
(3)
-
-
(397)
At 31 December 2023
14,237
4,145
1,053
328
17,929
265
37,957
Additions
-
-
-
-
4,496
-
4,496
Effect of movements in
exchange rates
62
28
7
1
-
1
99
At 31 December 2024
14,299
4,173
1,060
329
22,425
266
42,552
Accumulated
amortisation
As at January 2023
(2,970)
(502)
(338)
(76)
(9,876)
(128)
(13,890)
Charge for the year
-
(423)
(293)
(56)
(2,504)
(16)
(3,292)
Effect of movement in
exchange rates
-
29
22
4
-
-
55
At 31 December 2023
(2,970)
(896)
(609)
(128)
(12,380)
(144)
(17,127)
Charge for the year
-
(417)
(121)
(54)
(3,496)
(60)
(4,148)
Effect of movements in
exchange rates
-
(12)
(7)
(1)
-
-
(20)
At 31 December 2024
(2,970)
(1,325)
(737)
(183)
(15,876)
(204)
(21,295)
Net book value
At 31 December 2024
11,329
2,848
323
146
6,549
62
21,257
At 31 December 2023
11,267
3,249
444
200
5,549
121
20,830
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 42
12 Property, plant and equipment
Fixtures and
fittings
Computer
equipment
Leasehold
improvements
Total
£’000
£’000
£’000
£’000
Cost
At 1 January 2023
183
490
73
746
Effect of movements in exchange rates
(8)
(17)
(1)
(26)
Additions
36
150
59
245
Disposals
-
(5)
-
(5)
At 31 December 2023
211
618
131
960
Effect of movements in exchange rates
1
(3)
(6)
(8)
Additions
13
211
-
224
At 31 December 2024
225
826
125
1,176
Accumulated depreciation
At 1 January 2023
(113)
(265)
(58)
(436)
Effect of movements in exchange rates
6
10
1
17
Charge for the year
(36)
(119)
(8)
(163)
Disposals
-
4
-
4
At 31 December 2023
(143)
(370)
(65)
(578)
Effect of movements in exchange rates
(2)
1
2
1
Charge for the year
(42)
(148)
(10)
(200)
At 31 December 2024
(187)
(517)
(73)
(777)
Net book value
At 31 December 2024
38
309
52
399
At 31 December 2023
68
248
66
382
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 43
13 Right of use assets
Details of the Group’s right-of-use assets and their carrying amount are as follows:
2024
2023
£’000
£’000
Cost
At 1 January
2,712
2,266
Effect of movements in exchange rates
(10)
(101)
Additions
642
652
Disposals
(53)
(105)
Cost at 31 December
3,291
2,712
Accumulated depreciation
At 1 January
(1,088)
(786)
Effect of movements in exchange rates
(7)
44
Charge for the year
(711)
(450)
Disposals
53
104
Accumulated depreciation at 31 December
(1,753)
(1,088)
Net book amount at 31 December
1,538
1,624
Refer to note 19 for details of the related lease liabilities.
14 Trade and other receivables
Notes
2024
2023
£’000
£’000
Cost
Trade receivables, gross
16,150
12,746
Allowances for expected credit losses
14.1
(278)
(370)
Trade receivables, net
14.2
15,872
12,376
Amounts recoverable on contracts
2,882
2,469
Other receivables
497
209
Prepayments
1,268
1,276
Total trade and other receivables
20,519
16,330
All amounts disclosed are due in less than one year. The carrying value of trade receivables is considered a reasonable approximation
of fair value. Expected credit losses are not material.
The following disclosures are in respect of trade receivables that are either impaired or past due. The individually impaired receivables
mainly relate to customers who are in unexpectedly difficult economic situations and are assessed on a customer-by-customer basis
following detailed review of the particular circumstances. To the extent they have not been specifically provided against, the trade
receivables are considered to be of sound credit rating.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 44
14.1 Movement in allowance for expected credit losses
2024
2023
£’000
£’000
At 1 January
(370)
(244)
Allowance released / (provided)
92
(126)
As 31 December
(278)
(370)
14.2 Ageing past due but not impaired receivables
2024
2023
£’000
£’000
Neither past due nor impaired
11,814
9,387
0 to 90 days
3,188
2,347
More than 90 days
870
642
Total
15,872
12,376
15 Cash and cash equivalents
2024
2023
£’000
£’000
Cash at bank and in hand
15,400
10,954
Cash and cash equivalents
15,400
10,954
Short-term cash deposits earn interest at fixed rates for the term of the deposit. Included within cash and cash equivalents at 31
December 2024 is £11.2 million (2023: £2.6 million) of cash on deposit with a time to maturity of 30 days or less.
The composition of cash and cash equivalents by currency is as follows:
By currency
2024
2023
£’000
£’000
British Pound (GBP)
3,327
343
Euro (EUR)
1,339
2,643
US Dollar (USD)
9,296
5,305
Japanese Yen (JPY)
975
2,537
Canadian Dollar (CAD)
408
126
Malaysian Ringgit (MYR)
55
-
Cash and cash equivalents
15,400
10,954
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 45
16 Trade and other payables
2024
2023
£’000
£’000
Trade and other payables due within 1 year:
Deferred income
18,733
12,341
Trade payables
2,444
1,243
Accruals
9,090
7,318
Other taxation and social security
748
1,506
Other payables
573
51
Contingent acquisition consideration
-
1,347
Total trade and other payables
31,588
23,806
All amounts are short-term. The carrying values of trade and other payables are considered to be a reasonable approximation of fair
value.
17 Provisions
2024
2023
£’000
£’000
Warranty provision
1,074
965
Total provisions
1,074
965
A provision was recognised in 2023 in relation to a SPA tax warranty related to a previous business disposal. Refer to note 9 for
further information as to the nature of the provision. The only movement in the year is the unwinding of the discount.
18 Bank facilities
During 2022 an overdraft facility of £3.0 million was agreed with HSBC, the Group’s bank, as a contingent arrangement around the
acquisition of Comsof NV. The facility was not drawn down and has now lapsed. Security in the form of a Group debenture was put
in place to facilitate this. The security remains in place at 31 December 2024 to facilitate additional funding options for the Group.
During 2023, the group entered a bank guarantee for €344,000 as required in one of our customer’s contracts.
In December 2024 IQGeo Group Limited was acceded for security against a £10 million revolving credit facility with HSBC held by
Geologist Midco 3 Limited (a holding company of the IQGeo Group), which matures in August 2030. As at the date of this report, no
drawdowns had been made from this facility.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 46
19 Lease liabilities
The Group has measured lease liabilities at the present value of the remaining lease payments, discounted using the Group’s
incremental borrowing rate at the date of initial application.
Details of the Group’s liability in respect of right-of-use assets and their carrying amount are as follows:
2024
2023
£’000
£’000
At 1 January
1,985
1,896
Effect of movements in exchange rates
(14)
(77)
New leases entered into during the year
622
652
Finance costs incurred
134
116
Payments made during the year
(840)
(602)
At 31 December
1,887
1,985
Presented as:
Lease liability payable within 1 year
590
629
Lease liability payable in more than 1 year
1,297
1,356
At 31 December
1,887
1,985
Refer to note 13 for details of the related right-of-use assets.
At 31 December 2024, the lease liability consists of £2.1 million of lease payment commitments including various office premises.
The Group has a nine-year lease on the office premises in Ghent running until December 2031, an eight-year lease running to
February 2028 on office premises in Denver, an 18-month lease running to April 2025 on office premises in Cambridge, two-year
leases running to September 2025 and November 2025 on office premises and an apartment in Tokyo, and a 13-month lease running
to February 2025 on office premises in Malaysia.
In addition, the Group has a number of motor vehicles on lease commitments for use by employees, typically between three and five
years’ duration.
Short term leases
During the year the Group held short-term office rental agreements within Germany and Canada. The leases entered into are 12
months or less and the Group has elected to apply the practical expedient permitted under IFRS 16 to not recognise a right-of-use
asset and lease liability in respect of these leases due to their short-term nature. The 2024 operating expense presented within the
consolidated income statement includes £0.02 million of rent expense in respect of these leases.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 47
20 Share capital and premium
The Company has one class of ordinary shares. Holders of these shares are entitled to participate in dividends, and to share in the
proceeds on a return of capital on liquidation or capital reduction or otherwise, in proportion to the number of shares held. Holders
are also entitled to one vote per share at general meetings of the Company
Where shares were issued as part of the consideration for the acquisition of OSPI by IQGeo America Inc and Comsof NV, excess
proceeds over nominal value are recognised in a merger relief reserve.
Ordinary
shares of
£0.02 each
Share capital
Share
premium
Merger relief
reserve
Total
Number of
£’000
£’000
£’000
£’000
Balance at 1 January 2023
61,438,617
1,229
25,965
2,153
29,347
Issued under share-based payment plans
252,873
5
168
-
173
Balance at 31 December 2023
61,691,490
1,234
26,133
2,153
29,520
Issued under share-based payment plans
7,622,629
152
9,582
-
9,734
Balance at 31 December 2024
69,314,119
1,386
35,715
2,153
39,254
21 Share-based payments: options
21.1 Equity-settled share-based payment arrangements
The Group has operated a number of plans to award options over shares in the Company to incentivise high performing key
employees of the Group periodically.
The options generally vest evenly over three years on the anniversary from the date of the grant or entirely on the third anniversary
from the date of grant, depending on continuing service during the vesting period. The contractual life of the options is ten years from
the date of grant, after which they expire if unexercised.
Under the terms of the acquisition of the IQGeo Group by KKR, all outstanding vesting and other conditions were waived and all
options underwent an accelerated vesting and become immediately exercisable. As a result, all options brought forward and issued
during the year were exercised, and there are no remaining outstanding employee share options, and the full balance of the share-
based payments reserve was transferred to retained earnings.
21.2 Analysis of amounts recognised in the financial statements
(a) Analysis of amounts recognised in the consolidated income statement
2024
2023
£'000
£'000
Total share-based payments charge recognised in operating profit
1,181
774
(b) Analysis of amounts recognised in the consolidated statement of changes in equity in the year
2024
2023
£'000
£'000
Net share-based payments credit recognised in equity
1,181
774
(c) Cumulative amounts included within equity in the consolidated statement of financial position
2024
2023
£'000
£'000
Cumulative reserve credit for share-based payments
-
1,336
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 48
21.3 Reconciliation of movements in equity-settled share-based payment arrangements in the year
Award
date
Year
Vests
Years
Expires -
Year
Exercise
price
£
Currency
of award
Awards
outstanding
at 1 Jan
2024
Granted
during
the year
Exercised
during
the year
Forfeited
during
the year
Awards
outstanding
at 31 Dec
2024
Awards
exercisable
at 31 Dec
2024
Number
Number
Number
Number
Number
Number
2018
2018–21
2028
0.555
GBP
280,000
-
(280,000)
-
-
-
2020
2020–23
2030
$0.783
USD
750,000
-
(750,000)
-
-
-
2020
2020–23
2030
0.625
GBP
65,000
-
(65,000)
-
-
-
2020
2020–23
2030
0.460
GBP
1,804,336
-
(1,804,336)
-
-
-
2020
2020–23
2030
0.675
GBP
500,000
-
(500,000)
-
-
-
2021
2021–24
2031
1.050
GBP
421,667
-
(421,667)
-
-
-
2021
2021-24
2031
1.255*
GBP
45,000
-
(45,000)
-
-
-
2021
2021–24
2031
$1.730*
USD
265,000
-
(265,000)
-
-
-
2022
2022–25
2032
1.430
GBP
694,334
-
(694,334)
-
-
-
2022
2022–25
2032
$1.690
USD
640,000
-
(640,000)
-
-
-
2022
2022–25
2032
$1.650
USD
200,000
-
(200,000)
-
-
-
2022
2022–25
2032
1.134
GBP
230,000
-
(230,000)
-
-
-
2022
2022-25
2032
1.430
GBP
65,000
-
(65,000)
-
-
-
2023
2023-26
2033
2.087
GBP
80,000
-
(80,000)
-
-
-
2023
2023-26
2033
2.100
GBP
250,000
-
(250,000)
-
-
-
2023
2023-26
2033
2.990
GBP
400,000
-
(400,000)
-
-
-
2023
2023-26
2033
2.950
GBP
882,292
-
(882,292)
-
-
-
2024
2024-27
2034
2.950
GBP
-
50,000
(50,000)
-
-
-
Total
7,572,629
50,000
(7,622,629)
-
-
-
Weighted average exercise price (£)
1.272
3.400
1.277
-
-
-
Weighted average remaining contractual life
7.7 years
-
-
-
* Option awards granted in 2021 to US and Canadian employees were at an exercise price below market value, in line with the UK
awards issued on the same date. Following tax advice, this treatment has been identified to be inefficient for both the awardees and
the Company. By agreement with all remaining awardees, these options have been “cured” and the exercise cost rebased to market
value at the time of the award. The table above reflects the rebased exercise price.21.4 Share option scheme details
2020 share option plan
In June 2020, IQGeo Group Limited implemented a new long-term incentive share option plan with options granted to Executive
Directors and employees of the Group. Options have been awarded with varying exercise prices as set out above. The options vest
in portions of one-third tranches on each of the first, second and third anniversaries of grant and have no further performance
conditions other than ongoing employment on the date of vesting and of exercise. Under the rules of the scheme, awards are subject
to a two-year holding period from vesting point, with participants only permitted to sell shares sufficient to cover the exercise cost and
any tax liability within this holding period.
Options under this scheme were valued using the Black-Scholes valuation model. The expected life is the expected period from grant
to exercise based on management’s best estimate of the effects of non-transferability, exercise restrictions and behavioural
considerations. The risk-free return is an average yield on the zero-coupon UK Government Bond in issue at the date of grant with a
similar life to the option.
Within the 2024 financial statements a charge of £1.2 million (2023: £0.8 million) has been recognised in respect of share options
granted. The increase in the year is due to the accelerated vest of options as detailed above.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 49
22 Subsidiaries
The Group consists of the parent company, IQGeo Group Limited, which is incorporated in the UK, and a number of subsidiary
companies which operate and are incorporated around the world. Information about the composition at the end of the reporting period
is as follows:
Subsidiary
Country of
Incorporation
Principal
activity
Proportion
of ordinary
shares held
by Group
(%)
Registered office
IQGeo America Inc.
US
Geospatial
solutions
100
1670 Broadway, Suite 2215, Denver,
CO 80202, United States
IQGeo Europe NV
Belgium
Geospatial
solutions
100
Dok Noord, Sassevaartstraat, 46/214,
9000, Gent, Belgium
IQGeo Germany
GmbH
Germany
Geospatial
solutions
100
Friedrich-Ebert-Anlage 49,
60308 Frankfurt am Main, Germany
IQGeo Japan K.K.
Japan
Geospatial
solutions
100
H1O Shibuya Jinnan 1-5-6 Jinnan,
Shibuya-ku. Tokyo 150-0041, Japan
IQGeo Solutions
Canada Inc
Canada
Geospatial
solutions
100
PO BOX 10026 Pacific Centre
25th floor, 700 West Georgia Street,
Vancouver BC V7Y 1B3, Canada
IQGeo UK Limited
UK
Geospatial
solutions
100
20 Station Road,
Cambridge, CB1 2JD, UK
IQGeo Malaysia Sdn
Bhd
Malaysia
Geospatial
solutions
100
Regus First Avenue,
Level 15, 2A, Dataran Bandar Utama,
1, First Avenue, Damansara,
47800 Petaling Jaya, Selangor, Malaysia
As at 31 December 2024, all subsidiaries are directly held by IQGeo Group Limited. All subsidiaries are 100% owned by IQGeo
Group Limited.
IQGeo Systems Limited, which was a 100% owned non-trading entity, was dissolved on 12 November 2024.
For the year ended 31 December 2024, IQGeo Group Ltd has provided a parental guarantee in respect of all liabilities due by its
subsidiary company IQGeo UK Ltd, thus entitling them to exemption from audit under section 479A of the Companies Act 2006
relating to subsidiary companies.
23 Related party transactions
23.1 Remuneration of key personnel
The key management have been assessed to be the Directors of the IQGeo Group Limited (Executive and Non-Executive) during
the 2024 and 2023 periods. Directors of subsidiaries have not been included as key personnel.
The Directors’ remuneration, including the highest paid and aggregate remuneration, of IQGeo Group Limited is reported within note
7.
23.2 Transactions with the Group related parties
In January 2024, Robert Sansom, a Non-Executive Director of the Company, sold 1,065,000 ordinary shares in the Company at a
price of 303 pence per ordinary share
On 28 August 2024, Andrew MacLeod, a Non-Executive Director of the Company, transferred 24,500 ordinary shares in the Company
to the beneficial ownership of his wife, Suzanne MacLeod, at a price of 474 pence per ordinary share.
On 19 September 2024, Directors of the Company exercised the following share options granted to them under the IQGeo share
plan.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 50
Director
Options exercised
Number
Richard Petti
2,060,000
Haywood Chapman
850,000
Paul Taylor
121,000
Total options exercised by Directors during 2024
3,031,000
On 23 September 2024, Directors of the Company sold the following shares as part of the acquisition of the IQGeo Group by KKR.
All shares sold at this point were sold at an agreed price of £4.80 per share.
Shares sold
Number
Richard Petti
2,295,442
Haywood Chapman
850,000
Paul Taylor
384,562
Ian Kershaw
97,117
Andrew McLeod
104,103
Carolyn Rand
10,000
Total shares sold by Directors during 2024
3,741,224
21,515 shares were sold at the acquisition by close family members of Haywood Chapman.
Robert Sansom exchanged his remaining shareholding of 3,355,729 shares in IQGeo Group Limited, for 335,572 shares in Geologist
TopCo Limited, a holding company of the IQGeo Group. Close family members of Haywood Chapman exchanged 74,713 shares in
IQGeo Group Limited for 7,470 shares in Geologist TopCo Limited.
Max Royde has no direct interest in the ordinary shares of IQGeo Group Limited but is a partner with the significant shareholder
Kestrel Partners LLP. Kestrel has retained an interest in the IQGeo Group following the change of ownership, by exchanging shares
held in IQGeo Group Limited for 1,579,671 shares in Geologist Topco Limited, held through their subsidiary company Geologist
Aggregator GP.
No other directors have retained any direct or indirect interest in the Company following the change of ownership.
In 2024 a Management Services Agreement was entered into with Geologist Bidco Limited, the sole shareholder of IQGeo Group
Limited, under which Geologist Bidco Limited will recharge certain costs to IQGeo Group Limited. Under this agreement, £0.7 million
of recharged costs have been recognised within the consolidated financial statements, and are included within accruals as at 31
December 2024.
In October 2024 two IQGeo employees were transferred to be employed by Geologist Bidco Limited, however their salary payments
continued to be made by IQGeo UK Ltd during 2024. In relation to this, costs of £0.4 million have been recharged to Geologist Bidco
Limited, and are include within other receivables as at 31 December 2024.
24 Financial risk management
24.1 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by category are
summarised within note 24.7. The main types of risks are market risk (including foreign currency risk), credit risk and liquidity risk.
The Group’s risk management is co‑ordinated at its headquarters, in close cooperation with the Board of Directors and focuses on
actively securing the Group’s short to medium-term cash flows. The Group does not actively engage in the trading of financial assets
for speculative purposes. The most significant financial risks to which the Group is exposed are described below.
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(Formerly IQGeo Group plc)
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24.2 Foreign currency risk management
The Group operates globally and undertakes certain transactions denominated in foreign currencies, predominantly in US Dollars
(USD), Euros (EUR) and Canadian Dollars (CAD), exposing the Group to foreign currency risk. The Group’s risk management policy
is to maintain natural hedges where possible, by matching foreign currency revenue and expenditure. The Group does not enter into
forward exchange contracts to mitigate the exposure to foreign currency risk as the Group’s currency transactions are not considered
significant enough to warrant this.
Foreign currency denominated monetary assets and liabilities which expose the Group to currency risk are disclosed below.
The amounts shown are those not denominated in the functional currency of the entity, translated into GBP at the closing rate.
US $
Euros €
Canadian $
2024
2023
2024
2023
2024
2023
£'000
£'000
£'000
£'000
£'000
£'000
Assets
8,275
2,878
2
3
168
4
Liabilities
-
-
-
-
-
-
8,275
2,878
2
3
168
4
All foreign currency financial assets and liabilities are classified as current.
24.3 Foreign currency sensitivity analysis
The following table illustrates the sensitivity of profit and equity in regard to the Group’s financial assets and financial liabilities and
the USD/GBP, EUR/GBP and CAD/GBP exchange rates “all other things being equal”. It assumes a +/- 5% change in the GBP
exchange rate against the relevant foreign currencies.
The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the
period end. A positive number indicates an increase in profit and equity.
US $
Euros €
Canadian $
2024
2023
2024
2023
2024
2023
£'000
£'000
£'000
£'000
£'000
£'000
Effect of a strengthening in
relevant exchange rate on:
Income statement
436
151
-
-
9
-
Equity
436
151
-
-
9
-
Effect of a weakening in
relevant exchange rate on:
Income statement
(394)
(151)
-
-
(8)
-
Equity
(394)
(151)
-
-
(8)
-
Exposure to foreign currency exchange rates varies during the year, depending on the volume of transactions. Nonetheless, the
analysis above is considered to be representative of the Group’s exposure to currency risk.
24.4 Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge a contractual obligation resulting in financial loss to the Group. The Group’s
maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised
in note 24.7, which are principally cash and cash equivalents and trade receivables.
Cash and cash equivalents are held at banks with good independent credit ratings in accordance with the Group Treasury policy.
The Group continuously monitors defaults of customers and other counterparties, identified either individually or by the Group, and
incorporates this information into its credit risk controls. Where available at reasonable cost, external credit ratings and/or reports on
customers and other counterparties are obtained and used. The Group’s policy is to deal only with creditworthy counterparties.
The Group’s management considers that its financial assets that are not impaired or past due for each of the reporting dates under
review are of good credit quality. All receivables are subject to regular review to ensure that they are recoverable, and any issues
identified as early as possible. In order to manage credit risk, the Directors set limits for customers based on a combination of payment
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(Formerly IQGeo Group plc)
Page 52
history and third party credit references. Credit limits are reviewed by finance on a regular basis in conjunction with debt ageing and
collection history. In addition, many of the Group’s customers are large telecom utility companies and other blue-chip companies that
would be considered a low credit risk. As a consequence, management have determined that there is an immaterial expected credit
loss in respect of trade receivables at 31 December 2024.
The amount of exposure to any single counterparty or a group of counterparties having similar characteristics is subject to a limit,
which is reassessed periodically by management. At 31 December 2024, one customer individually accounted for more than 12% of
the gross trade receivables balance (31 December 2023: more than 24%).
None of the Group’s financial assets are secured by collateral or other credit enhancements.
Details of certain trade receivables at 31 December 2024 that have not been settled by the contractual due date but are not considered
to be impaired are included in note 14.2.
24.5 Liquidity risk analysis
Liquidity risk is the risk arising from the Group not being able to meet its obligations as they fall due. The Group seeks to manage
this risk by regularly reviewing forecast inflows and outflows due in day-to-day business and investing cash assets safely and
profitably. The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below.
Cash flow forecasting is performed at the subsidiary level and aggregated by Group finance. Rolling cash flow forecasts are used by
the Group to monitor liquidity requirements to ensure it has sufficient cash to meet operational needs. The Group policy throughout
the year has been to remit surplus working capital balances at the subsidiary level to Group treasury and place on short-term deposit
or interest-bearing reserve accounts and distribute funds locally when required.
The Group’s existing cash balances exceed the current cash outflow requirements.
As at 31 December 2024, the Group’s financial liabilities have contractual maturities as summarised below:
Financial assets used for managing liquidity risk
Cash flows from trade and other receivables are contractually due within three months in the majority of cases. Where surplus cash
deposits are identified these are placed in accounts with access terms of no more than three months.
Current
Non-current
Within 6 months
Between 6 and
12 months
Between 1 and
5 years
Later than 5
years
£’000
£’000
£’000
£’000
As at 31 December 2024
Trade and other payables
11,534
-
1,480
-
Lease obligations
380
300
1,372
71
Other payables
573
-
-
-
As at 31 December 2023
Trade and other payables
8,561
-
1,480
-
Lease obligations
363
341
1,434
-
Other payables
1,398
-
-
-
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 53
24.6 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the
return to stakeholders and to maintain an optimal capital structure to reduce the long-term cost of capital. The capital structure of the
Group consists of cash and cash equivalents and capital and reserves attributable to the owners of the Company.
In order to maintain or adjust the capital structure, the Group may issue shares, take on debt, sell assets to raise cash, adjust the
amount of dividends payable to shareholders or return capital to shareholders.
The capital structure is continually monitored by the Group. The Group’s strategy is to have a capital structure that allows investment
in long-term profitable growth, takes into account prevailing trading conditions and seeks to improve balance sheet efficiency over
time. The Group is not subject to externally imposed capital requirements.
The Group has no agreed overdraft facilities at 31 December 2024 whilst security with the Group’s bank, HSBC, in the form of a
debenture over the assets of IQGeo Group Limited and IQGeo UK Limited were agreed to remain in place following a £3 million
facility being held through the period of the Comsof acquisition (2023: £3 million).
In December 2024 IQGeo Group Limited was acceded for security against a £10 million revolving credit facility with HSBC held by
Geologist Midco 3 Limited (a holding company of the IQGeo Group), which matures in August 2030. As at the date of this report, no
drawdowns had been made from this facility.
24.7 Categories of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement
and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity
instrument, are disclosed in the accounting policies in note 3. The carrying amounts presented in the consolidated statement of
financial position relate to the following categories of financial instrument:
2024
2023
Notes
£’000
£’000
Financial assets
Fair value through other comprehensive income:
Amortised cost:
– Trade receivables
14
15,872
12,376
– Amounts recoverable on contracts
14
2,882
2,469
– Other receivables
14
497
209
– Cash and cash equivalents
15
15,400
10,954
Total financial assets
34,651
26,008
Financial liabilities
Amortised cost:
– Trade payables
16
2,444
1,243
– Accruals
16
9,090
7,318
– Other payables
16
573
51
– Deferred consideration < 1 year
-
1,347
– Lease obligation
19
1,887
1,985
– Warranty provision
17
1,074
965
Total financial liabilities
15,068
12,909
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 54
25 Reconciliation of liabilities arising from financing activities
Lease liability
Total
£’000
£’000
At 1 January 2023
1,896
1,896
Cash flows:
Repayment
(602)
(602)
Effect of moving exchange rates
(77)
(77)
New leases entered into
652
652
Interest applied to principal
116
116
At 31 December 2023
1,985
1,985
Cash flows:
Repayment
(840)
(840)
Effect of moving exchange rates
(14)
(14)
New leases entered into
622
622
Interest applied to principal
134
134
At 31 December 2024
1,887
1,887
26 Post-balance sheet events
Please see the Directors report on page 15 for details on post-balance sheet events.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 55
Company balance sheet at 31 December 2024
Notes
2024
2023
£'000
£'000
Fixed assets
Investments
3
14,759
13,578
14,759
13,578
Current assets
Debtors falling due within one year
4
35,404
36,870
Debtors falling due after one year
4
3,002
3,447
Cash at bank and in hand
18
76
38,424
40,393
Total assets
53,183
53,971
Current liabilities
Creditors – amounts falling due within one year
5
(1,538)
(4,389)
Non-current liabilities
Creditors falling due after one year
5
(1,074)
(965)
Total liabilities
(2,612)
(5,354)
Net assets
50,571
48,617
Equity attributable to owners of the parent company
Ordinary share capital
6
1,386
1,234
Share premium
7
35,715
26,133
Share-based payment reserve
7
-
1,336
Capital redemption reserve
7
476
476
Merger reserve
7
2,153
2,153
Retained earnings
7
10,841
17,285
Equity attributable to shareholders of the Company
50,571
48,617
The notes on pages 57 to 60 are an integral part of the Company financial statements.
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account for
the year. IQGeo Group Limited reported a loss for the financial year ended 31 December 2024 of £9.0 million (2023: profit £4.4
million).
The financial statements were approved and authorised for issue by the Board of Directors on 7 May2025 and signed on its behalf
by:
Richard Petti
Haywood Chapman
Chief Executive Officer
Chief Financial Officer
IQGeo Group Limited
Registered Number: 05589712
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 56
Company statement of changes in equity
for the year ended 31 December 2024
Ordinary
share
capital
Share
premium
Share
based
payment
reserve
Capital
redemptio
n reserve
Merger
relief
reserve
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 1 January 2023
1,229
25,965
340
476
2,153
12,801
42,964
Profit for the year
-
-
-
-
-
4,412
4,412
Total comprehensive profit for
the year
-
-
-
-
-
4,412
4,412
Exercise of share options
5
168
(49)
-
-
49
173
Lapse of share options
-
-
(23)
-
-
23
-
Equity-settled share-based payment
-
-
1,068
-
-
-
1,068
Transactions with owners
5
168
996
-
-
72
1,241
Balance as at 31 December 2023
1,234
26,133
1,336
476
2,153
17,285
48,617
Loss for the year
-
-
-
-
-
(8,961)
(8,961)
Total comprehensive loss for the
year
-
-
-
-
-
(8,961)
(8,961)
Exercise of share options
152
9,582
(2,517)
-
-
2,517
9,734
Equity-settled share-based payment
-
-
1,181
-
-
-
1,181
Transactions with owners
152
9,582
(1,336)
-
-
2,517
10,915
Balance as at 31 December 2024
1,386
35,715
-
476
2,153
10,841
50,571
The notes on pages 57 to 60 are an integral part of the Company financial statements.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 57
Notes to the Company financial statements
for the year ended 31 December 2024
1 Principal accounting policies
Basis of preparation
The financial statements of IQGeo Group Limited have been prepared in compliance with United Kingdom accounting standards,
including Financial Reporting Standard 102 (FRS 102) and the Companies Act 2006. A summary of the significant accounting policies
which have been reviewed by the Board of Directors is set out below.
The financial statements are prepared under the historical cost convention.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by
FRS 102, as it is a qualifying entity, and its financial statements are included in the consolidated financial statements of IQGeo Group
Limited.
The requirements of Section 4 Statement of Financial Position 4.12(a)(iv)
The requirements of Section 7 Statement of Cash Flows
The requirements of Section 3 Financial Statement Presentation paragraph 3
The requirements of financial instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.47, 11.48(a)(iii),
11.48(iv), 11.48(b) and 11.48(c)
The requirements of Section 33 Related Party Disclosures paragraph 33.7
Share-based payments
The Company has previously issued equity-settled share-based payments to certain employees of its subsidiaries. Vesting conditions
are continuing employment. Equity‑settled share-based payments are measured at fair value at the date of grant using an appropriate
pricing model. The share-based payment is accounted for as a capital contribution to the subsidiaries. Investments in subsidiaries
are increased by the aggregate amount of share-based payment with a corresponding increase in equity for the same amount.
Information on share options which have been granted to Directors and employees is given in note 21 to the consolidated financial
statements. All options were exercised during the year as part of the change of ownership of the IQGeo group; as a result there is no
longer an employee share scheme in existence at the end of 2024.
Investments
Fixed asset investments are stated at historical cost less any provision for impairment.
The Group assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of
an investment may not be recoverable. If any such indication of impairment exists, the Group makes an estimate of the recoverable
amount. If the recoverable amount of the asset is less than the value of the investment, the investment is considered to be impaired
and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.
Debtors
Short-term debtors are measured at transaction price, less impairment. Financial assets are measured subsequently at amortised
cost using the effective interest method less any impairment.
Creditors
Short-term trade creditors are measured at transaction price. Other financial liabilities, including bank loans, are measured initially at
fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate.
Deferred taxation
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right
to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences
arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are
included in financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they
will be recovered. Deferred tax assets and liabilities are not discounted.
Critical accounting judgements and key sources of estimation and uncertainty
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are addressed below.
The Group is loss-making and this is an indicator that amounts due from subsidiary undertakings may not be recoverable. In
undertaking recoverable value reviews, management is required to make assumptions of the future cash flows generated from its
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 58
subsidiaries. This includes consideration of both the current business pipeline and estimations beyond the existing pipeline, and
timing of expected settlement of balances.
2 Employees
The average number of persons employed by the Company during the year was 1 (2023: nil). The Company had 4 employees at the
end of 2024 (2023: nil). One employee was also appointed as a Director of the Company during the year.
Directors’ remuneration is presented in note 7 of the consolidated accounts. The Non-Executive Directors were remunerated by
IQGeo Group Limited.
3 Investments
Investments in
subsidiaries
£’000
Cost and net book amount
At 1 January 2024
13,578
Dissolution of IQGeo Systems Limited
-
Capital contribution relating to share-based payments
1,181
At 31 December 2024
14,759
Capital contribution relating to share-based payments
Capital contributions relating to share-based payments arise because the Company has granted share options to the employees of
its various subsidiaries.
Consideration of impairment of investments
The Group is loss-making, and this is an indicator for potential impairment of its investments. Management have completed
impairment reviews through estimating the future discounted cash flows to be generated from these assets and concluded that
no further impairment is required as the cash flows are expected to exceed the value of the investment.
Further information about subsidiaries is provided in note 22 of the consolidated financial statements.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E
IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 59
4 Debtors
2024
2023
£’000
£’000
Debtors falling due within one year:
Amounts owed by subsidiary undertakings
34,774
36,713
Prepayments
209
96
Sales tax recoverable
421
61
35,404
36,870
Debtors falling due after one year:
Amounts owed by subsidiary undertakings
3,002
3,447
Total debtors
39,851
40,317
Interest is charged on intercompany long term loans according to the Intercompany Loan Agreement. These amounts owed by
subsidiary undertakings are unsecured.
Other amounts owed by subsidiary undertakings are interest free, unsecured and repayable on demand.
5 Creditors
2024
2023
£’000
£’000
Creditor amounts due within 1 year:
Trade accruals
1,461
370
Accounts payable
46
17
Contingent consideration
-
1,347
Tax and social security payable
20
8
Other creditors
11
-
Amounts owed to subsidiary undertakings
-
2,647
1,538
4,389
Amounts due after 1 year:
Provision
1,074
965
1,074
965
Total creditors
2,612
5,354
Amounts owed to subsidiary undertakings at 31 December 2023 were interest free, unsecured and repayable on demand.
A provision was recognised in 2023 in relation to a SPA tax warranty related to a previous business disposal. Refer to note 9 in the
Group accounts for further information as to the nature of the provision.
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IQGeo Group Limited
(Formerly IQGeo Group plc)
Page 60
6 Share capital
2024
2023
2024
2023
Number
Number
£’000
£’000
Allotted, called up and fully paid
Ordinary shares of £0.02 each
69,314,119
61,691,490
1,386
1,234
Movements during the year are disclosed within note 20 to the consolidated accounts.
7 Reserves
Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds. The nominal value of shares issued is classified as share capital and the amounts paid over
the nominal value in respect of share issues, net of related costs, is classified as share premium
Share-based payment reserve
The share-based payment reserve relates to a cumulative charge made in respect of share options granted by the Company to the
Group’s employees under its employee share option plans.
Capital redemption reserve
The capital redemption reserve relates to the repurchase and subsequent cancellation of ordinary share capital.
Merger relief reserve
The merger relief reserve relates to the issue of shares as consideration for acquisitions of direct or indirect 100% owned subsidiaries
within the Group.
Retained earnings
Retained earnings include all current and prior period retained profits/losses.
8 Related party transactions
The Company takes advantage of the exemption under FRS 102 for transactions with wholly owned Group companies. Other related
party transactions have been presented within note 23 to the consolidated accounts.
9 Controlling party
From 23 September 2024, the Company’s immediate parent undertaking has been Geologist Bidco Limited, a company incorporated
in the United Kingdom, and the ultimate controlling party is KKR & Co Inc. (NYSE: KKR).
IQGeo Group Limited is the smallest and largest group in which the results of the Group are consolidated.
10 Post-balance sheet events
Please see the Directors report on page 15 for details on post-balance sheet events affecting the Company.
Docusign Envelope ID: B419AD5C-0ABF-43D5-B203-3B192F32CD1E