We are the
personalisation
people.
Annual Report & Accounts 2024
CONTENTS
Delivered by our exceptional team, creating value
for some of the biggest brands globally.
A year of
profitable growth
Overview
01
Financial Highlights
02
Strategic Highlights
03
At a Glance
07
Strategic Framework
08
Powered by People
Strategic Report
09
Chair Statement
12
Chief Executive Officer’s Statement
24
Environmental Social Governance (ESG)
26
Financial Review
32
Principal Risks and Uncertainties
Governance
37
Board of Directors
39
Corporate Governance Statement
45
Section 172 Statement
47
Remuneration Committee Report
56
Directors’ Report
58
Statement of Directors’ Responsibilities
Financial Statements
59
Independent Auditor’s Report
65
Consolidated Statement of Profit or Loss and
Total Comprehensive Income
66
Consolidated Statement of Financial Position
67
Consolidated Statement of Changes in Equity
69
Consolidated Statement of Cash Flows
70
Notes to the Consolidated Financial Statements
99
Company Statement of Financial Position
100
Company Statement of Changes in Equity
101
Notes to the Company Financial Statements
Other Information
106
Notice of Annual General Meeting
110
Company Information
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
FINANCIAL HIGHLIGHTS
Group Revenue
Recurring revenue
(subscription fees and transactions)
Read our Financial Review on page 26
Strong growth in ARR
and EBITDA
£47.7m
79%
FY23: 80%
Annual Recurring Revenue1 (ARR)
Adjusted EBITDA margin
Profit after tax
Closing net cash4 position
£39.7m
FY23: £33.3m
Net Revenue Retention2
109%
FY23: 137%
Adjusted EBITDA3
£11.3m
FY23: £8.8m
24%
FY23: 20%
£5.7m
FY23: £1.2m
£10.4m
FY23: £9.3m
Exiting the year with increasing momentum and focus on win
FY23: £43.1m
1
Annual Recurring Revenue
is defined as period exit rate
for recurring subscription
and transaction revenue plus
any professional services
contracted for more than 12
months hence and secured new
wins, excluding any seasonal
variations and lost contracts.
2
Net Revenue Retention is
defined as the improvement
in recurring revenue excluding
new wins in the last 12 months.
3
EBITDA has been adjusted for
the exclusion of share-based
payment charges along with
depreciation, amortisation,
interest and tax from the
measure of profit. EBITDA
has also been adjusted to
exclude costs and changes in
the fair value of consideration
associated with the acquisition
of EagleAI.
4
Net cash is defined as cash
and cash equivalents less
financial liabilities.
-1ppts
+19%
+28%
-28ppt
+11%
+12%
+383%
+4pps
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
01
STRATEGIC HIGHLIGHTS
Read our Chief Executive Officer's Statement on page 12
New wins and
innovation within
the EagleAI offering
Focus on EagleAI
to expand our
opportunity
Delivering profitable
growth
Focused on
driving our
'Win' rate
Pipeline includes
some of the worlds'
largest retailers
Continued
financial
growth
Strong foundation
on which to build
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
02
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
AIR
Enterprise ready
Security
Stability
Speed
Scalability
Support
CLOUD NATIVE
API-FIRST
COMPOSABLE
OMNICHANNEL
REAL-TIME
Our top priority
Invest +5% of
revenues back
into best-in-
class security
Trusted to
deliver
a stable service for
~500k points of
sale worldwide
We are
real-time
150ms to
adjudicate a
basket. 10k API
TPS 365 days
No one
does more
Execute +850m
personalised
offers every week
Here for you
24/7/365
Delivers a
customer
retention rate
of +98%
AT A GLANCE
We exist to solve the biggest problems facing
the world’s leading customer-centric businesses
We create value by ensuring our customers are able to deliver
better, more personalised marketing, which is simpler for
their teams to execute and cheaper for them to run.
Our composable customer engagement platform, AIR, is
cloud-native and API first, enabling us to solve the primary
business problems facing our customers. It is the world's
most flexible platform to deliver omnichannel personalisation
at scale.
It’s in our
We are problem solvers
DNA
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
03
AT A GLANCE CONTINUED
Personalised
Challenges
04
Omnichannel
Promotions Engine
02
Real-Time
Loyalty
01
Gifting &
Top-Up
03
Our Core Products
To deliver against our vision of powering the personalised marketing revolution globally, we offer four core products which enable
our customers to personalise their customers’ experiences in a myriad of ways
How we
make
money
1.
I
M
P
L
E
M
E
N
T
A
T
I
O
N
F
E
E
3
.
T
R
A
N
S
A
C
T
I
O
N
F
E
E
2
.
L
I
C
E
N
C
E
F
E
E
SaaS business
model
• One off implementation fee
• Recurring licence fee
• Transaction fee
• Per issuance X pence – linked
to value
• Per redemption 3–5 times
issuance or interaction fees
(earn and burn of points)
for loyalty services replaces
issuance and redemption
01
02
03
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
We have a global presence, with offices and customers around the world
Tried, tested
and proven
The best-in-class loyalty
and promotions platform
for leading omnichannel
retailers globally.
Manchester
London
Guildford
Toronto
Paris
Frankfurt
San Francisco
Jacksonville
Singapore
Melbourne
Auckland
Solving the personalisation problem for leading businesses all over the world
Eagle Eye locations
+850m
personalised offers weekly
+500m
loyalty wallets managed
1.7%
customer churn
AT A GLANCE CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
05
RULE
We believe in following the
AT A GLANCE CONTINUED
Treating people as they would
like to be treated
This sits at the very heart of personalisation
and underpins everything we do. We believe
this is what drives our performance for all of
our constituent groups.
The golden rule in action:
End Consumers
We are powering
personalisation
Powered
+6bn
personalised shopping
trips last year
Our Employees
We are a great
place to work
5th
best tech company
to work for in the UK
Our Customers
We win with our
customers
Customer retention
rate of
+98%
Our Shareholders
Celebrating 10 years
on AIM
NRR
+109%
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Powered by Purple People
Our strategic framework will enable us
to achieve our ambitions
Our next milestone is £100m revenue and 25% EBITDA margin
STRATEGIC FRAMEWORK
Win, Transact,
Deepen
Innovation
Better, Simpler,
Cheaper
International
Growth
Mergers and
Acquisitions
To run the
business
Better, Simpler,
Cheaper
To assess
complementary
acquisition
opportunities as
they arise
To enter new
geographies
To win new
customers,
transact through
our platform,
deepen with
additional
products from
our portfolio
To develop
new products
to provide
further upsell
opportunities
across our
customer base
and strengthen
our competitive
positioning
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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07
Our Values
Innovation
Keeping things fresh
Teamwork
Passing purple on
Excellence
Maintaining trust,
building loyalty
Passion
Enjoying the ride
Integrity
Earning trust
Kindness
Bonding us together
How we do what we do is what really makes us unique.
“We have an exceptional team at
Eagle Eye who are dedicated to
creating value for our customers
through building and delivering
great technology to some of
the world’s biggest businesses
and best loved brands. Their
energy fuels the momentum
in the business. We, in turn, are
committed to providing them
with fantastic opportunities to
accelerate their careers.”
Tim Mason
Eagle Eye CEO
POWERED BY PEOPLE
All the value we create is thanks to our
people
Purple
who deliver exceptional results for our customers.
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
CHAIR STATEMENT
I am very pleased to be reporting another
year of strong profitable growth for Eagle
Eye, and one of strategic significance as
the Group positions itself for its next stage
of growth. These results are evidence of
the value customers place in our offering,
as the team continues to win new clients
globally and strengthen relationships with
existing ones. Additionally, our exciting AI-
based offerings show significant potential
for future growth.
A year of strategic
significance
positioning Eagle Eye for its next
phase of growth
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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09
To read more about our response to ESG
and the expertise of our Board, go to page 24 and 37
This is my first time presenting Eagle Eye’s
results as Chair, having taken over the role
from Malcolm Wall in November 2023, after
nine years of exceptional leadership by him.
My passion for technology and innovation
led me to Eagle Eye; it has always been an
ambition of mine to deliver personalisation at
scale, given the opportunity it presents and
the market’s growing appetite for it. Eagle
Eye’s technology means personalisation at
scale is truly here. The breadth and depth of its
AIR platform and its ability to leverage AI in a
concrete way through its EagleAI offerings give
the Group a leading position in the loyalty and
promotions market to build upon.
With this in mind, this year has seen the Board
and management team comprehensively
assess the Group’s strategy and operations
to ensure we have the foundations in place
to achieve our next significant milestone of
£100m of revenue.
Financial results – Profitable growth
and increasing ARR
The Group experienced good momentum,
particularly towards the end of the year,
increasing the Group’s ARR by 19% to £39.7m
at 30 June 2024 (30 June 2023: £33.3m),
providing confidence in further growth.
Whilst revenue of £47.7m (FY23: £43.1m)
represented 11% growth year on year, growth
was impacted by the timing of Wins coming
towards the end of the year and the reduction
in non-core SMS revenue and so we believe the
Group’s true growth potential is much higher.
I am pleased to report that, due to the Group’s
strong cost discipline, we delivered adjusted
EBITDA ahead of original market expectations,
up by 28% to £11.3m (FY23: £8.8m). Profit
after taxation increased by 383% to £5.7m
(FY23: £1.2m) reflecting the improvement in
operating performance and a tax credit for
losses brought forward given the continued
growth in profitability. The Group generated
cash in the year, with a net cash position of
£10.4m at 30 June 2024 (30 June 2023: £9.3m),
providing the business with the continued
ability to invest organically in line with its
growth ambitions.
Our People and Values
I have been truly impressed by the culture at
Eagle Eye and its commitment to its ‘Purple’
way of working, with our experienced and
ambitious management team leading by
example. Eagle Eye has a passionate and
united team which truly lives and breathes our
core values, in turn delivering exceptional value
to customers.
Eagle Eye believes that to be the best company
to work with, you should be the best company
to work for, and there are a broad range
of initiatives in place across the business
to support this. We continued to invest
significantly in training, including the rollout
of ‘Purple Leaders’ training and the launch of
a new ‘Purple Playbook’, providing all team
members with access to personalised value-
based coaching and development. Then at our
annual conference in July 2024, we launched
a new employee recognition programme
‘Purple Stars’, identifying employees who have
made significant contribution to the business,
starting with those that made an impact in
FY24. These initiatives are loved by our now
250+ strong team, contributing to our fantastic
Employee Net Promoter Score (eNPS) scores
which we continue to track quarterly.
CHAIR STATEMENT CONTINUED
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Outlook – Positioned to achieve our
growth ambitions
It is clear that omnichannel marketing by
retailers is now the new normal. Applied AI has
arrived, and consumers increasingly expect,
and want, personalisation. Retailers have
to react to these market dynamics to drive
their businesses forward and are increasingly
turning to Eagle Eye to do so.
However, Eagle Eye is still only at the start of
its growth journey. We are making inroads in
all our key markets, but our penetration of our
target customer base remains low, as they too
are only at the start of their personalised loyalty
journeys. This provides Eagle Eye with a very
considerable runway of opportunity ahead. The
Group has entered FY25 in a strong position
to achieve our growth ambitions over the
next three to five years, with a significant sales
pipeline, energised team and powerful offering.
Anne de Kerckhove
Chair of the Board
CHAIR STATEMENT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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11
CEO STATEMENT – STRATEGY
Eagle Eye's reputation for delivering personalised
marketing at scale, combined with the new
opportunities presented by our entry into data
science via EagleAI, provides a strong foundation
for long-term growth. Our significant sales
pipeline includes some of the largest retailers
in the world. With robust cash generation and a
growing customer base globally, we are confident
about the future.
Our ambition is to
grow the business
significantly
We have a strong foundation on which to build
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Strategy
The world of loyalty is evolving at pace, with
grocers leading the way. For them, loyalty
increasingly means personalised marketing
and engagement, due to its proven ability
to delight customers and increase loyalty,
profitably. We work with the leaders in the
field, powering some of the world’s most
successful loyalty programmes, providing
us with outstanding reference customers,
globally. It is these leaders who are seeing the
improvements in profitability, proving that the
personalisation at scale is delivering results
which in turn is heightening the urgency for all
retailers to embrace personalisation. This is why
I am more excited than ever by the outlook for
Eagle Eye. Our ability to support the execution
of personalised promotions at huge scale,
coupled with the growing opportunities from
our new AI-based offerings, provide us with a
significant and growing opportunity.
The Group exited the year with strong ARR, up
19% year-on-year, as we continued to expand
with existing customers and delivered good
win momentum towards the end of the year.
These contracts show that even the most
advanced retailers in personalised marketing,
like Tesco, are seeking new ways to engage
and delight customers – evidenced by Tesco's
rollout of EagleAI’s Personalised Challenges
product to millions of Clubcard members.
We believe we can increase our revenue
growth rate beyond the 11% achieved in
FY24. We have implemented some strategic
enhancements that are intended to accelerate
our speed of pipeline conversion, and which
have already started to bear fruit.
The Wins achieved at the end of FY24 and
into FY25 mean we anticipate significant
ARR growth in the year ahead. While this
will naturally take time to flow through to
revenue, the inherent operational leverage in
the business means that over time the overall
financial performance of the business should
be very powerful.
Achieving our next milestone of
£100m revenue
Our ambition is to grow the business
significantly, with our medium-term goal to
achieve the next milestone of £100m revenue
and 25% adjusted EBITDA margin business and
the timing couldn't be better – our exceptional
offerings position us at the forefront of a global
personalised marketing revolution.
Given our track record of growth and the
supportive market backdrop, we are confident
the business has the ability to double revenues
in the medium-term, from our current position
of c.£50m to £100m in revenue. We feel that
various factors may accelerate the pace of
growth, such as our entry into the data science
and AI space, through our new AI-based suite
of personalisation solutions, EagleAI; growth
in non-grocery opportunities; growth in the
partner channel; and further M&A targeting the
same ‘ideal customer profile’ ('ICP').
Alongside all this, even just small improvements
in our speed of conversion within our high
growth markets, such as the US and Asia, will
yield significant returns. We now have a truly
global presence, with North America accounting
for approximately half of Group revenue.
Revenue growth of
ARR growth of
+11%
to £47.7m
FY23: £43.1m
+19%
to £39.7m
FY23: £33.3m
CEO STATEMENT – STRATEGY
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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13
International regions delivered the highest
growth rates in the year, with North America
up 9% and APAC up 39%, alongside 6% growth
in our more established European market. With
strong and growing pipelines, and low current
market penetrations, these regions represent
considerable expansion opportunities for
the Group.
Significant addressable enterprise
market opportunity
Today, the majority of a retailer’s value
perception is driven via mass marketing
channels. However, the balance is shifting, with
global leaders recognising that they can drive
a significantly greater ROI and improve the
customer experience by delivering personalised
marketing to individualise how customers
perceive value. The promise of personalisation at
scale to achieve this has been around for many
years, but only now is this becoming a reality
thanks to advances in cloud-computing, AI and
the ability to communicate with end consumers
in real time. The world’s largest management
consultancies are also championing
personalisation like never before, supporting
the excitement about the future of the Group;
according to BCG, shifting just 25% of spend to
targeted strategies can boost ROI by 200%. Eagle
Eye is exceptionally well-positioned to capitalise
on this growing demand for personalised offers,
giving us a distinct edge in the market.
We currently generate more than 850m
personalised offers a week and we don’t believe
anyone else is doing more than us. We have
footholds in sufficient markets that can get us
to £100m in revenue due to the size and growth
of those markets, and there is still so much
more to go after. We're gaining momentum
in key markets, with 2.4% ICP penetration in
North America and 3.4% in the fast-growing
APAC region. The UK & Ireland lead with 23.3%
penetration, offering strong upsell potential,
while France and DACH also present further
opportunities for expansion.
By remaining focused on our growing pipeline
and making calculated moves in these key
markets, we are well-positioned to reach and
exceed our £100m revenue target.
Driving our win rate in FY25 and beyond
The Group has a considerable pipeline of sales
opportunities, which includes some of the
world's largest retailers. Our current pipeline
has doubled in size compared to 12 months
ago, reflecting our significant growth across a
diverse range of geographies and sectors. We
have agreed four key programmes of work to
accelerate our pipeline conversion rate:
Increased focus on ‘Win’ within our sales
organisation, supported by a more mature
sales process
We are changing the sales effort both
structurally and through partnerships to
increase our focus on winning. Our sales
teams’ responsibilities have now been split
into Win focused roles, Account Managers
and Customer Success, aimed at winning new
customers and better managing the customer
lifecycle. We have restructured existing roles
and reengineered our customer management
process as well as investing in both technical
sales resource and partnerships, to make a
meaningful difference in generating ARR. We
have also implemented the MEDDPICC sales
process which has enhanced forecasting,
information accuracy and responsiveness,
supporting our next stage of growth. This
evolution is complemented by increased
global marketing efforts within a controlled
budget, as we continue to seek to achieve
operational leverage.
Increased focus on alliances to expand the
Group’s reach
We are also sharpening our focus on
partnerships to expand the Group's reach,
with the goal of driving a significant increase
in the percentage of Group revenue from
partnerships. A key alliance is with Google,
where we've made significant progress,
securing several client wins via the Google
partnership and building a substantial
pipeline of opportunities globally thanks
to joint marketing activity in the year. We
are recognised as a top technology partner
and have been included in their Integrated
Commerce IVN (Industry Value Network).
Integrations have always been at the
heart of how Eagle Eye operates due to its
central position within an integrated loyalty
programme software stack.
CEO STATEMENT – STRATEGY CONTINUED
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
CEO STATEMENT – STRATEGY CONTINUED
Packaging
Innovation
3
New sales
structure &
processes in
place
Four key initiatives to help us drive win conversion
A focus on simplification and scale
1
Partnerships
2
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4
Increased focus on alliances to expand the
Group’s reach continued
We are seeing this being increasingly important
to retailers with standardised integrations now
playing a crucial role in winning RFPs (Requests
for Proposals), and we will continue to invest
in this area. commercetools was an important
technology partner launched in 2024, enabling
commercetools’ customers to access Eagle Eye
AIR capabilities out of the box.
We are also enhancing our collaboration with
systems integrators who can take on a greater
proportion of the customer implementation
work, meaning that as our revenue grows, so can
our global implementation capacity. Our Delivery
Team will work in conjunction with these new
partners to ensure high customer satisfaction
is maintained. We are also actively seeking
partnerships for future geographic expansions,
including a referral scheme with select partners.
Increased productisation of our technology
to facilitate simplified sales discussions and
easier integration and implementation
As part of enabling greater growth through
alliances, we are focused on making our
technology more digestible by creating more
packaged offerings alongside standardising
and simplifying documentation and support
collateral. While still allowing for customisation,
these packaged products will simplify
implementation for both us and our future
partners, driving efficiency and profitability.
This approach also enables a streamlined and
accessible solution for the mid-size market,
making it easier to use and maintain. Overall, our
emphasis is on simplification and focus, ensuring
an efficient and effective offering.
Continued innovation, particularly
within EagleAI, to capitalise on the
growing interest in AI-powered
personalisation execution
The Untie Nots offering has now been fully
rebranded as EagleAI. EagleAI currently powers
two core solutions, with a clear future roadmap.
Personalised Challenges were launched in 2017
and Personalised Promotions launched in 2024.
Cloud technologies have made AI considerably
more accessible, and our approach is to build
modules to enable customers to buy applied AI
in manageable ‘chunks’, rather than having to
take on a major additional platform. We will work
with a client on the development of each use
case, to ensure it has clear ROI at point of launch
and a strong market fit.
EagleAI won several customers through these
two solutions in the year, as detailed in the
operational review below, which will drive
significant Eagle AI revenue growth in FY25, from
contracts already secured.
2025 will see the launch of the Personalised
Flyer, with France’s leading Grocer, E.Leclerc, as
our reference customer. The offering leverages
Eagle Eye’s existing and new AI machine learning
capabilities to create a digital, highly personalised
version of the traditional grocery flyer, a
promotional tool for advertising sales, discounts
and special offers which is either distributed via
print or made available online. Promotional flyers
attract customers, encourage larger purchases,
and help retailers clear inventory, but are largely
still mass produced. Our flyer will be personalised
for each customer, making it a far more effective
marketing tool.
This new product strengthens our offering in the
French and US markets in particular, where the
use of digital flyers is well established, particularly
in France as the use of paper flyers has recently
been banned and where E.Leclerc will serve as a
strong reference customer.
In FY25 we will also continue with the
development of applications that develop
audience building, personalised prices and
personalised content.
Outlook
The case for adopting personalisation is
stronger than ever and those that have adopted
personalisation are increasingly using it for a
greater number of applications. We believe only
Eagle Eye can meet this growing enterprise
demand with the necessary speed, scalability,
stability and security.
The world of loyalty is evolving at pace and Eagle
Eye's market-leading reputation as the provider
of personalised marketing at scale, and the
increasing opportunities available to us through
the Group’s new AI-based offerings, provide us
with a strong foundation for long-term growth.
We have a significant sales pipeline, including
some of the leading businesses across multiple
sectors and geographies, and have implemented
new initiatives to drive our win rate. The wins
secured at the end of FY24 and at the start of
the new financial year have meant we entered
FY25 in a strong position to drive further growth
throughout the year and beyond. With healthy
levels of cash generation, a growing international
customer base and new AI-based offerings, the
Board looks to the future with confidence.
CEO STATEMENT – STRATEGY CONTINUED
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OTHER INFORMATION
FINANCIAL STATEMENTS
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STRATEGIC REPORT
OVERVIEW
Delivering
against our
strategic
framework
In the final month of the year and at the start
of FY25, we secured a number of new AIR
customers including a three-year contract
with Central Retail Vietnam, the Group's first
customer in Vietnam, a three-year contract
with a retailer in a new industry of Fuel and
Convenience in New Zealand, a three-year
contract with RONA in Canada, and a five-
year contract with Waterstones Booksellers
Limited in the UK. The wins will commence
revenue contribution through the course of
FY25, providing a strong basis for further growth
through FY25 into FY26.
EagleAI also secured a good level of new
customers, particularly in the second half of
the year, including PFG, as mentioned above,
Tesco Stores Ltd, Morrisons and French retailers
Picard Surgeles and Chronodrive, EagleAI’s first
eCommerce customer.
Transact
Chargeable AIR redemption and loyalty
interaction volumes, a key measure of usage
of Eagle Eye AIR, increased by 14% to 3.8 bn
(2023: 3.3 bn). This was driven in particular
by the Woolworths Group contract, which
expanded into new use cases and a major
expansion into Woolworths’ New Zealand
business, adding a further 1.6 million loyalty
members to the programme. Total Application
Programming Interface (API) requests via AIR
increased by 27% year-on-year to 89.9bn (FY23:
70.1 bn). Transaction volume growth was also
driven by the growing success of Asda’s loyalty
programme, Asda Rewards, and in the latter part
of the year by Morrisons.
Customer strategy:
Win, Transact, Deepen
We continued to successfully deliver across the
three areas of our customer strategy in the year –
Win, Transact and Deepen.
• ‘Win’: bring more customers into the Group;
• ‘Transact’: drive volumes; and
• ‘Deepen’: encourage our customers to
adopt more of our product portfolio.
Win
A key focus for the Group is to drive our win rate
for future growth. During the year, we secured
a good level of wins across our key geographies;
we now have ten customers in North America
and a growing presence in Europe and Asia,
alongside our long-standing UK presence. Our
high level of customer retention means that
each new customer win significantly adds to
our growth prospects, through customers’
expanding the use of the platform and the
addition of new services over time.
Key AIR wins in the year include a five-year
loyalty contract with a large pet supply company
in North America, a three-year contract with
one of Australia's leading drinks and hospitality
businesses, Endeavour Group, and a five-year
contract with Pattison Food Group (PFG),
Western Canada's largest grocery retailer, which
included a contract for Personalised Promotions
from EagleAI.
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17
Deepen
The Group's performance was supported by the
deepening of existing relationships, including
expansion with Woolworths Group and Asda
and Morrisons in the UK, as described above.
Further customer expansions include Staples
US Retail and the deepening of our partnership
with Mitchells & Butlers through the launch of
its Employee Rewards app as well as an app
targeting suppliers, providing discounts at
venues across the UK.
We have also seen good levels of deepening
for EagleAI, the Group's AI-based personalised
promotions offering, which expanded with
existing customers, including both Carrefour and
E.Leclerc, who have signed a 24-month renewal
for the Personalised Challenges product, which
is to be delivered through the Google Cloud
Marketplace. They are also the flagship customer
for the new Personalised Flyer product.
The continued expansion with customers and
strong progress with EagleAI contributed to
growth in ARR of 19% to £39.7m as at the year
end, providing a solid foundation for growth
in FY25.
Win, Transact, Deepen continued
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Innovation sits at the heart of everything we
do at Eagle Eye. As one of seven core company
values, we pride ourselves on innovating both
with and for our customers to deliver value
which ultimately helps the businesses we work
for better delight their consumers. Innovation
has enabled us to continually deliver new
solutions to the market in the year which
differentiate us and enable us to provide added
value to our core customer base. We were
delighted to be named the 7th most innovative
marketing technology company globally by the
TMW 100 awards, where we also received the
prestigious Judges' Pick accolade.
Innovation is in our DNA and we will continue
to celebrate our teams for delivering new
capabilities as it is critical to our future success.
We have continued to innovate to expand the
Group's addressable market, focusing on our
AI-based offering, EagleAI, validated by initial
customer wins described above.
From an AIR platform perspective, our key
focus has been on continuing to develop
new functionality to ensure that we are the
most complete and most flexible loyalty and
promotions personalisation platform on
the market:
Real-Time Loyalty key feature
developments:
• Advanced loyalty tiering capability which
allows retailers to flex how customers can
earn their way into different tiers, as well as
being able to dictate different rules for how
loyalty points can be earned and spent within
unique tiers.
• Support for savers and short-term collectible
schemes e.g. Christmas Saver pots.
• Pending points capability to prevent points
being spent during a product refund period.
• Auto-converting points to vouchers at pre-
configured milestones.
Extending our unique Cloud-Based
Adjudication service:
• Support for product exchanges to provide
a seamless and accurate exchange process,
adjudicating changes to the basket to ensure
that all discounts, points and rewards are
correctly managed.
• Developed a new adjudication capability to
allow retailers greater flexibility to process
adjustments and award customers points
against previous transactions.
Delivering new capabilities to support
customers in new sectors and geographies:
• Universal coupon codes for eCommerce
journeys e.g. BLACKFRIDAY10.
• Multi-stage points/discount fulfilment;
ensuring customers are only correctly
rewarded once their items have
been delivered.
• commercetools integration to enable
retailers to access AIR’s loyalty and
promotional functionality directly through the
commercetools platform.
• Increased support for new sectors
e.g. fuel-specific loyalty scheme and
promotional management.
• Developed new capabilities to support our
expansion into new markets such as localising
our AIR dashboard into new languages.
Continuing to focus on leading the market
when it comes to platform speed and scale:
• Scaled our ability to transact up to 10,000
transactions per second.
• Reduced our key API response times for
retailer critical systems e.g. Point of Purchase,
by 50% to under a quarter of a second.
• Streamlined data flows and coupon allocation
processes, enabling us to deliver billions of
personalised offers worldwide every week,
twice as fast as we could just a year ago.
Innovation
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CEO STATEMENT – OPERATIONAL REVIEW CONTINUED
Internal use of AI
Following on from the explosion of AI use cases
across businesses globally, we have successfully
embedded AI across all our teams, with the aim
to run the business in a Better, Simpler, Cheaper
way. We’re using AI within our operations teams
to help understand our monitoring and alerting
data, meaning we can respond quicker to issues
and incidents; our engineers are using AI to
assist with writing and testing code, and our
sales teams are using AI to help manage their
deals and accounts, reducing the time spent
on day-to-day work. The biggest deployment
of AI has been rolling out an enterprise search
tool, which sits across all the tools our teams use
on a daily basis, allowing them to quickly find
the right information and knowledge, and chat
with the data that exists in those platforms. We
estimate we can save around 70,000 man-hours
a year with this capability alone. In the year we
rolled out AI training across the business, so our
employees can make best use of AI, including
gaining a better understanding of the use
cases AI can help with, and courses on prompt-
engineering, so we can all make the most of
generative AI. We have added an AI module to
our onboarding programme, so all new starters
hit the ground running. All this is being done to
gain efficiencies, allowing us to reinvest the time
we’re saving to support our growth.
Innovation continued
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As described above, we have footholds in many of the major, high
growth loyalty markets around the world, with considerable potential for
further expansion.
The benefits of our investment into international expansion to date are
evident in the high number of international customers secured in the year,
with highlights including the expansion of our North American customer
base to ten and entry into the DIY sector via RONA in Canada; in APAC our
first customer win in Vietnam and entry into the Fuel and Convenience
sector in New Zealand; and in France multiple new EagleAI customers
including our first pure eCommerce business.
We continue to see opportunities for international expansion:
• Within our established European markets, we are focused on the cross
sell of AIR into EagleAI’s customer base and will continue to deepen
existing AIR customers with EagleAI products as we have done with the
likes of Morrisons, Tesco and Asda.
• In the DACH region, where we are just at the start of our journey.
• North America, the largest promotions and loyalty market in the
world, for which our soon to launch Personalised Flyer offering is
particularly relevant.
• In APAC we now have strong reference customers in Australia, New
Zealand, Taiwan and Indonesia, and have secured our first customer
in Vietnam.
In order to capitalise on this increased presence and opportunity, we
increased investment in marketing activities in the year, attending more
trade shows than before across multiple regions, increasingly alongside our
partner, Google. In FY24, Eagle Eye attended 36 trade shows and events, up
112% from 17 in FY23. This has significantly contributed to an increase in the
number of opportunities entering our sales pipeline across all geographies
as retailers look to drive customer loyalty through personalised promotions,
at scale.
International Growth
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21
APAC
+39%
North America
+9%
EMEA
+6%
While investing in innovation and growing the
business, we simultaneously look for inherent
productivity and efficiencies coming from the
scale of what we do. The Group has maintained
strong cost discipline, delivering adjusted
EBITDA ahead of original market expectations,
increasing by 28% to £11.3m (FY23: £8.8m). This
was alongside good growth in adjusted EBITDA
margin to 24% (FY23: 20%) demonstrating the
operating leverage within the business and
ongoing 'better, simpler, cheaper' initiatives.
Better, Simpler,
Cheaper
Read more about the Board on page 37
The successful acquisition of EagleAI
demonstrates the benefits Eagle Eye can
bring to other businesses looking to scale,
and the benefits they can bring to the
Group. We have a proven, strong organic
growth strategy, and any future M&A can
be considered as a lever for accelerating us
towards our vision to be a £100m revenue
business generating 25% EBITDA margin.
Mergers and
Acquisitions
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Our people
At Eagle Eye, creating value for our customers is central to our success,
driven by our Purple People who follow the Golden Rule: treating
others as they wish to be treated. This principle is at the core of both our
world-class culture and our effort to power the personalised marketing
revolution globally. Our commitment was recognised this Year, as we
ranked 7th in the Best Companies to Work For and 5th in Technology’s
Best Company to Work For in the UK. Whilst we are proud of this
achievement, we are consistently aiming higher and have ambitions to
be the best company to work for.
Following the AGM in November 2023, Malcolm Wall retired as Chair of
Eagle Eye. We thank him for his significant guidance since 2014. Anne
de Kerckhove, our new Chair, brings extensive experience in technology,
media and entertainment, and has already made positive contributions
to the Group. We are excited to have her lead us into the next stage
of growth.
Tim Mason
Chief Executive Officer
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23
We are committed to high
standards of ESG
focused on materiality and making a difference
Everything we do is
underpinned by our belief
in following The Golden Rule
As a Board we are committed to high standard
of Environmental Social Governance (‘ESG’)
with a focus on change that makes Eagle Eye
a better business. We made good progress
against our stated objectives during the
year, building on our existing foundation of
responsible business practice. Key to any
policy is benchmarking and data, and we are
measuring our progress through KPIs and
comparing them to the market median to
allow focus on areas of improvement.
We will continue in the year ahead to build on
the work to date.
The Group remains committed to high standards of ESG as set out in the table below:
Units
FY23
FY24
Better than median
Environmental
Energy consumption
MWh/£m
4.21
Offset
√
CO2 emissions from travel
tonnes
106
130
√
Water consumption
m3/£m
0.13
De minimus
√
Waste consumption
Tonnes/£m
N/A
N/A
Has an environmental or sustainability policy?
Yes/no
Yes
Yes
√
Social
Employee turnover rate
%
14
15
√
Employee NPS
No
66
54
√
Median Gender Gap
%
19
17
√
Has discrimination policy?
Yes/no
Yes
Yes
√
Has community outreach policy?
Yes/no
Yes
Yes
√
Has ethics policy?
Yes/no
Yes
Yes
√
Governance
% Women on Board
%
29
43
√
% Independent Directors*
%
43
43
X
CEO pay as multiple of UK median
x
x14
x12
√
Is CEO & Chairman role split?
Yes/no
Yes
Yes
√
Adheres to QCA code?
Yes/no
Yes
Yes
√
* Deemed appropriate with the knowledge and skills of the Board overall
ENVIRONMENTAL SOCIAL GOVERNANCE (ESG)
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Environmental
E
• Our environmental footprint is low – we eliminate paper with
our digital solution
• Key tech suppliers take environmental targets seriously
• ‘Virtual First’ reduces our carbon footprint from travel –
planted trees to offset
Governance
G
• Strong governance framework – QCA code followed
• Exec level ownership with Lucy Sharman-Munday being the
owner of our ESG initiatives
• KPIs to assess and monitor key aspects of ESG
• The Group remains committed to high standards of ESG as
set out in the table on page 24
Social
S
• Our goal is to be the best company to work for, which we
believe will make us the best company to work with. Our
people are our greatest asset
• Continued our charity partnership with 52 Lives helping
individuals and families in need. Raised nearly £40k in FY24
• We have multiple, exec-sponsored ERG groups including
Purple Women, Purple Pride, Neurodiversity, Purple Minds, the
Cultural Collective, Values Champions, Charity Committee and
more, all of which bring members of our global team together
to inspire, educate and drive positive change in our business
To read more about how we support our people, go to page 23
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25
FINANCIAL REVIEW
Revenue, profits and cash flow
A year of profitability
with strong growth
in ARR and EBITDA
Revenue
Profit after tax
Closing net cash position
£47.7m
FY23: 43.1m
£5.7m
FY23: £1.2m
£10.4m
FY23: £9.3m
+383%
+11%
+12%
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Key Performance Indicators
Financial
FY24
£m
FY23
£m
Var
Revenue
47.7
43.1
11%
Subscription and transaction revenue:
AIR licence revenue
£14.8m
31%
£14.1m
32%
5%
AIR transaction revenue
£16.8m
35%
£15.7m
37%
7%
EagleAI licence & transaction revenue
£4.4m
9%
£2.2m
5%
100%
SMS transaction revenue
£1.4m
3%
£2.4m
6%
(42)%
Total subscription and transaction revenue
£37.5m
79%
£34.5m
80%
9%
Annual recurring revenue
39.7
33.3
19%
Net revenue retention rate
109%
137%
-28ppt
Adjusted EBITDA1
11.3
8.8
28%
Adjusted EBITDA1 margin
23.6%
20.4%
3.2ppt
Profit after tax
5.7
1.2
383%
Net cash2
10.4
9.3
12%
Cash and cash equivalents
10.6
10.6
0%
Financial liabilities
(0.2)
(1.3)
(87)%
Non-financial
FY24
FY23
Var
Chargeable AIR redemption & interaction volumes
3.8bn
3.3bn
14%
Long-term contract customer churn by value
1.7%
0.2%
1.5ppt
1. Adjusted EBITDA excludes costs and changes in the fair value of contingent consideration associated with the acquisition of EagleAI, share-based payment charges along with depreciation, amortisation, interest and tax from
the measure of profit and is reconciled to the GAAP measure of profit before taxation in Note 21 to the Consolidated Financial Statements.
2. Net cash is cash and cash equivalents less financial liabilities.
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Group results
Revenue
The Group’s Annual Recurring Revenue (ARR),
which is our period exit rate for recurring AIR
and EagleAI (formerly Untie Nots) subscription
and transaction revenue, plus any professional
services contracted for more than 12 months
hence and secured new wins, excluding
any seasonal variations and lost contracts,
increased by 19% to £39.7m (FY23: £33.3m). The
growth rate in ARR is higher than the overall
revenue growth due to the timing of new wins
and the impact of the expected reduction in
SMS messaging revenue in the year (which is
not included in ARR). New contracts secured
post-year end have increased ARR further, as
additional ‘win’ initiatives start to deliver results.
This ARR growth included strong progress with
EagleAI and provides a good foundation for the
year ahead, as the timing of wins means that
revenue recognition from these contracts will
benefit FY25 onwards.
Revenue growth for the Group was 11% for the
year (FY23: 36%). Recurring revenue grew by 9%
to £37.5m (FY23: £34.5m) as clients continued
to grow volumes as they take on new services
and reflecting the full year impact of the
acquisition of EagleAI in FY23, offset by the 42%
reduction in SMS revenue. This was supported
by growth in professional services revenue of
20% to £10.2m (FY23: £8.6m). Under IFRS 15, a
SaaS business will typically recognise revenue
(including implementation revenue from
professional services) over time.
In some cases, this means implementation
revenue is now recognised over the period
the service is live. Therefore, during the period
of implementation for a new client, which
is typically between two and six months,
no revenue will be recognised. Directly
attributable associated costs are also spread
over the same period, matching revenue and
costs. Revenue from professional services that
has been deferred into future periods, but
delivered and billed, was £5.9m at 30 June 2024
(30 June 2023: £5.8m).
The Group has continued to deepen
client relationships resulting in a Net
Revenue Retention (NRR) rate, which is the
improvement in recurring revenue excluding
new wins in the last 12 months, of 109%
(FY23: 137%). This reduction reflects both
a UK grocery customer contract reaching
the end of its lifecycle in September 2023
and the timing of wins being later in the
year and thus reducing their impact in the
reported number. Excluding the impact of
the UK grocery customer, NRR in FY24 would
be 117%. Chargeable AIR redemption and
loyalty interaction volumes, a key measure of
usage of the AIR platform, increased by 14%
to 3.8bn (FY23: 3.3bn), ahead of the growth
in recurring subscription and transaction
revenue, reflecting increasing transactional
usage of the platform by all our grocery clients,
in particular for loyalty transactions where we
have seen key customers such as Woolworths
and Asda continuing to move through their
contract cycle with volumes from their services
increasing within their existing licence and
transaction fee charging bands.
The Group successfully maintained a low rate
of long-term contract customer churn by
value at 1.7% (FY23: 0.2%). This reflects the scale
and breadth of the AIR platform’s offering in
meeting our customers’ needs. The increase
in the year primarily reflected the cessation of
the contract with the one UK grocery customer
mentioned above, which had not been fully
integrated to the AIR platform.
FINANCIAL REVIEW CONTINUED
ARR
£39.7m
FY23: £33.3m
Revenue growth
£47.7 m
FY23: £43.1m
+19%
+11%
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Adj. EBITDA
£11.3m
FY23: £8.8m
Adj. EBITDA %
24%
FY23: 20%
Gross profit
Gross profit grew 13% to £46.5m (FY23: £41.0m),
with gross margin increasing to 97% (FY23: 95%)
as the contribution to revenue from the lower
margin SMS business continues to reduce; a
trend which is expected to continue into FY25.
Costs of sales includes the cost of sending
SMS messages, revenue share agreements,
including the cost of sales made through the
Google Marketplace, and outsourced, bespoke
development work. All internal resource costs
are recognised within operating costs, net of
capitalised development and contract costs.
Direct profit
With the acquisition of EagleAI, the
development of packages and continued
reduction in the proportion of revenue
generated from SMS messaging, the relevance
of gross profit as a performance measure
is declining. We are therefore developing a
new measure of 'Direct' profit which more
accurately reflects the margin directly
generated by the revenue recognised in the
year. In addition to the cost of sales as defined
above, this measure also includes the cost
of the AIR and EagleAI platforms (including
associated software licenses) and staff costs
for employees dedicated to the successful
implementation and ongoing running of client
services. In the year direct profit increased to
£34.9m (FY23: £31.1m) with margin increasing
from 72% to 73%. Our ambition is to see this
margin continue to increase as the platform is
made more efficient as transaction volumes
continue to increase.
Adjusted operating expenses
Adjusted operating costs were controlled
broadly in line with revenue growth and
increased by 10% to £35.4m (FY23: £32.3m) as
the business invested in line with our growth
model. These operating expenses, which
exclude a credit in the year of £1.3m related
to the release of contingent consideration
and FY23 costs of £1.3m associated with the
acquisition of EagleAI, represent sales and
marketing, product development (net of
capitalised costs), operational IT, general and
administration costs.
Staff costs increased 11%, in line with revenue
growth, to £27.5m (FY23: £24.8m) which
was for the most part attributable to an
increase in average headcount for the year to
257 (FY23: 222), reflecting the full year impact of
the acquisition of EagleAI in FY23. We continue
to invest in developing our products, and in
sales and marketing to support our growth
plan; within staff costs, gross expenditure on
product development increased to £7.6m
(FY23: £6.9m) and sales and marketing
spend was £6.3m (FY23: £4.8m), driven by a
37% increase in marketing spend, including
increased attendance at trade events, which
has helped to generate the increase in ARR
through wins in the latter half of the year.
IT Infrastructure costs grew to £9.6m;
representing 26% of recurring revenue
(FY23: £8.1m; 23% of recurring revenue),
reflecting the full period impact of the
acquisition of EagleAI as well as the continued
investment in the speed, stability and security
of the platform.
Work continues to optimise the efficiency of
our infrastructure as we continue to grow.
Capitalised product development costs were
£2.9m (FY23: £2.6m), whilst amortisation of
capitalised development costs was £2.9m
(FY23: £2.5m). Contract costs (including costs to
obtain contracts and contract fulfilment costs),
recognised as assets under IFRS 15, increased
to £3.8m (FY23: £2.8m), primarily reflecting the
implementation of new wins during the year,
some of which were yet to go live at 30 June
2024, and amortisation of contract costs was
£3.6m (FY23: £1.7m).
+28%
+4pps
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29
Adjusted EBITDA and profit/(loss) before tax
Continued controlled investment spend in
the year has resulted in continued growth
in organic adjusted EBITDA margin to 25%
(FY23: 21%). Reflecting its earlier stage of
growth, EBITDA margin for EagleAI increased
to 6% (FY23: 4%), resulting in an adjusted
EBITDA margin for the Group increasing to 24%
(FY23: 20%). Adjusted EBITDA was up 28% at
£11.3m (FY23: £8.8m) for the year.
To provide a better guide to the underlying
business performance, adjusted EBITDA
excludes the FY23 costs of the acquisition
of EagleAI and FY24 credit of contingent
consideration associated with that acquisition,
along with share-based payment charges,
depreciation, amortisation, interest and tax
from the measure of profit. The GAAP measure
of operating profit before interest and tax was
£0.8m (FY23: loss of £(0.6)m).
This reflects the improved EBITDA
performance, the £1.3m credit related to
the release of contingent consideration on
the acquisition of EagleAI in FY24 and the
FY23 costs associated with the acquisition of
EagleAI (£1.3m), offset by amortisation which
increased to £8.9m (FY23: £5.7m), primarily
as a result of intangibles recognised under
IFRS 3 on the acquisition of EagleAI and the
increased non-cash share-based payment
charge of £2.8m (FY23: £2.4m), reflecting
successful performance and the strong
position the Group continues to be in to
deliver increased revenue and profits, which
are reflected in future, performance related,
vesting assumptions.
The profit before tax for FY24 was
£0.7m (FY23: loss of £(0.8)m), reflecting the
improved operating profit before interest and
tax. Net finance expense reduced to £0.11m
(FY23: £0.14m) reflecting the repayment of
the partial utilisation of the Group’s revolving
loan facility and debt acquired in the
EagleAI acquisition.
Profit after tax, EPS and dividend
The improvement in underlying profitability
during the year, in particular in the UK, has
allowed the Group to forecast the further
recovery of taxable losses brought forward
from prior years with more certainty which has
resulted in an increase in the deferred tax asset
of £6.8m, reflecting historic losses brought
forward now being recognised. Along with the
continued successful R&D tax credit claims
in the UK and France, this has resulted in an
overall tax credit of £5.0m in FY24 (FY23: credit
of £1.9m).
As a result, the Group’s profit after taxation
increased to £5.7m (FY23: £1.2m) and reported
basic earnings per share improved to 19.47p
(FY23: 4.25p) with diluted earnings per share of
17.36p (FY23: 3.79p).
No dividend is proposed this year (FY23: £nil)
as the Group continues to invest in a managed
way to pursue our growth strategy.
Group Statement of Financial Position
The Group had net assets of £34.1m at
30 June 2024 (30 June 2023: £24.0m), including
capitalised intellectual property of £5.4m
(30 June 2023: £5.3m). The movement in net
assets primarily reflects the profit made during
the year, which has given further confidence
to future profits allowing the recognition of
deferred tax assets for the utilisation of losses
carried forward which arose as Eagle Eye
invested for successful growth in prior periods.
Net current assets increased by £3.5m primarily
due to a lower bonus accrual offset by lower
receivables, primarily reflecting improved debt
collection. In addition, the cash generated
in the year was utilised to make repayments
against the Group’s revolving credit facility
and the debt acquired with EagleAI. Liabilities
decreased by £6.4m primarily due to this
repayment of debt, deferred consideration
paid to the vendors of EagleAI and contingent
consideration released and a lower bonus
accrual, reflecting lower revenue growth in the
year compared to previous periods.
FINANCIAL REVIEW CONTINUED
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30
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Cash flow and net cash
The Group ended the year with net cash of
£10.4m (30 June 2023: £9.3m). Overall net cash
inflow for the year was £1.1m.
The main cash movements were:
• the conversion of the improved EBITDA
profitability during the year;
• capital investment in the AIR and EagleAI
platforms and other infrastructure of
£3.3m (FY23: £2.6m), as well as contract
costs capitalised under IFRS 15 of £3.6m
(FY23: £2.8m);
• repayment of debt of £1.1m (FY23: £1.6m);
• payments in respect of leases of £0.6m
(FY23: £0.2m);
• net tax payments of £0.3m (FY23: net
tax receipt of £0.9m) reflecting that the
payment for R&D tax credits in France has
been delayed by six months following the
change of accounting period of the French
subsidiary; and
• £0.7m deferred consideration paid for the
acquisition of EagleAI.
Banking facility
The Group has remained comfortably within its
banking covenants which relate to the Group’s
debt ratio and adjusted EBITDA performance.
The Group continues to hold a £5.0m revolving
loan facility with HSBC Innovation, with an
additional £2.5m accordion facility available,
subject to credit approval at the time. The
Group is currently well advanced in the renewal
of the facility. This provides the business with
security and flexibility over its financing options
to deliver on its growth aspirations. The Group’s
gross cash of £10.6m (FY23: £10.6m) and the
currently unutilised £5.0m facility (FY22: £4.0m
undrawn), less £0.2m debt of EagleAI, gives the
Group £15.4m of headroom, which, allied to
growing levels of profitability and organic cash
generation, the Directors believe is sufficient
to support the Group’s current organic
growth plans.
The Group hedges elements of our foreign
currency net receipts to ensure that it is
protected from significant and sudden adverse
movements in foreign currency exchange rates.
There were no open hedges at 30 June 2024
(30 June 2023: none).
FINANCIAL REVIEW CONTINUED
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
31
PRINCIPAL RISKS AND UNCERTAINTIES
Evolution of the market
Description
The Group operates in an evolving market and there
is a possibility that the rate of growth in loyalty and
personalised solutions will not match independent
predictions or that users of mobile devices will change
their behaviour with respect to mobile commerce. The
Group’s services are new and continually evolving and
it is difficult to predict the future growth rates, if any,
and the size of these markets. Even if the market for the
Group’s products develops as anticipated, the Group may
face severe competition from other businesses offering
similar products and services and there can therefore
be no assurance that the Group will be able to secure
customers for its products and services on acceptable
terms and conditions, or successfully adjust the Group’s
strategy to meet the changing market dynamics.
The Group is in and continues to enter new
international markets and not all of these markets may
be at the same stage of development. The Group may
face competition from other local businesses in those
territories offering similar products and services and
there can therefore be no assurance that the Group
will be able to secure customers for its services on
acceptable terms and conditions, or successfully adjust
the Group’s strategy to meet the different dynamics,
languages and cultures of these new markets.
Mitigation
These risks are mitigated by continued investment
in the product, based on customer needs and
requirements, to stay ahead of the competition
and by the strength and experience of the Group’s
management team, including through retention of key
management in international acquisitions.
Technological changes could overtake the
products being developed by the Group
Description
The Group’s business is dependent upon technology
which could be superseded by superior technology,
more competitively priced technology or a shift in
retail practices which could affect both the potential
profitability and the saleability of the Group’s product
offering. Staying abreast of technological changes may
require substantial investment. The Group’s existing
software products need to develop continually in
order to meet customer requirements. The Group may
encounter delays and incur additional development
and production costs and expenses, over and above
those expected by the Directors, in order to develop
suitable technologies and products. The technology
used in the Group’s products continues to evolve, for
instance with the further development of AI capabilities,
and is highly complex and may change rapidly.
Research and development by other companies may
render any of the Group’s products in development, or
currently available, obsolete.
Mitigation
This risk is primarily mitigated by the quality of the
technical staff recruited, investment in defining and
refining the product roadmap and the use of the agile
development methodology. Our business model allows
for investment for growth; an important pillar of that
investment is into the product.
Protection of intellectual property
Description
The Group’s success and ability to compete effectively
are in large part dependent upon exploitation of
proprietary technologies and products that the Group
has developed internally (including through the
acquisition of EagleAI), the Group’s ability to protect and
enforce its intellectual property rights so as to preserve
its exclusive rights in respect of those technologies and
products, and its ability to preserve the confidentiality
of its know-how. No assurance can be given that the
Group will develop further technologies or products
which are patentable, that patents will be sufficiently
broad in their scope to provide protection for the
Group’s intellectual property rights against third parties,
or that patents will have been granted in all new
territories which the Group enters.
Patents pending or future patent applications may not
be granted and the lack of any such patents may have a
material adverse effect on the Group’s ability to develop
and market its proposed products. Where patents have
been granted the Group may not have the resources
to protect any such issued patent from infringement.
There is a significant delay between the time of filing of
a patent application and the time its contents are made
public, and others may have filed patent applications
for subject matter covered by the Group’s pending
patent applications without the Group being aware
of those applications. The Group’s patent applications
may not have priority over patent applications of others
and its pending patent applications may not result in
issued patents.
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OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Protection of intellectual property continued
Description
Even if the Group obtains patents, they may not be
valid or enforceable against others. Moreover, even
if the Group receives patent protection for some or
all of its products, those patents may not give the
Group an advantage over competitors with similar
products. Furthermore, the Group cannot patent much
of the technology that is important to its business.
If the Group fails to obtain adequate access to, or
protection for, the intellectual property required to
pursue its strategy, the Group’s competitors may be
able to take advantage of the Group’s research and
development efforts.
Once granted, a patent can be challenged both in
the patent office and in the courts by third parties.
Third parties can bring material and arguments which
the patent office granting the patent may not have
seen. Therefore, issued patents may be found by a
court of law or by the patent office to be invalid or
unenforceable or in need of further restriction.
Mitigation
These risks are mitigated by enforcement of the Group’s
pending and granted patents under applicable patent
laws and non-disclosure agreements to protect its
intellectual property rights.
Product risk
Description
The Group’s business involves providing customers with
highly reliable software and services. If the software
or services contain undetected defects when first
introduced or enhanced, the Group may fail to meet
its customers’ performance requirements or otherwise
satisfy the contract specifications. As a result, it may
lose customers and/or may become liable to them
for damages. Additionally, the Group is committed to
developing products for its customers on a set timeline.
However, the pace of progress of the development
projects may not be as expected and the Group could
fail to meet its customers’ timing or performance
requirements which may lead to it becoming liable to
those customers for damages and suffering damage to
its reputation.
Mitigation
These risks are mitigated by the Group managing
its product delivery using an agile methodology,
having liability insurance in place and endeavouring
to negotiate limitations on its liability in its
customer contracts.
Infrastructure risk
Description
The Group has service level commitment obligations
with some of its customers in which it provides various
guarantees regarding levels of service. The Group may
not be able to meet these levels of service due to a
variety of factors, both inside and outside the Group’s
control. If the Group fails to provide the levels of service
required by the agreements, such customers may be
entitled to terminate their contracts or may choose not
to enter into new work orders with the Group and this
may also damage the Group’s reputation and reduce
the confidence of the Group’s customers in its software
and services, impairing its ability to retain existing
customers and attract new customers.
Mitigation
To mitigate against this risk, the Group has service
level agreements in place with key suppliers and has
multiple suppliers and operates its services in the cloud
to ensure continuity of service to its customers.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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33
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Reliance on key suppliers
Description
The Group is dependent on a small number of key
suppliers for the hosting of its IT infrastructure and
delivery of messaging services. A disruptive event
affecting any one of these suppliers could mean that
the Group is unable to meet its customers’ timing or
performance requirements. As a result of these risks,
the Group may lose customers, may become liable to
those customers for damages and may suffer damage
to its reputation.
Mitigation
To mitigate against this risk, the Group has service level
agreements in place with these key suppliers and has
multiple suppliers/sites, including live disaster recovery
sites, to ensure continuity of service to its customers.
Online security breaches, data loss
and fraud
Description
Security breach and fraud remain key concerns in the
online world and any security breach or fraud event
might deter consumers from purchasing goods via
online voucher and offer content or using a Digital
Wallet. Any move away from using the mobile channel
whilst purchasing goods could have a negative impact
on the Group’s growth prospects and revenues.
Security breach and fraud may also lead to regulatory
investigations, sanctions (including fines) and
litigation with clients and consumers. Any regulatory
investigation or litigation may be costly and may divert
efforts and attention of the Group’s key management
and other personnel and resources, may cause wider
reputational damage to the Group and may result
in existing clients terminating contracts and deter
potential new clients from becoming actual clients.
Any compromise of the Group’s systems, security
breaches or data loss may result in the temporary
inability of the Group to operate its services and clients’
mobile sites and applications and therefore may have
a detrimental impact on the Group’s revenues, both
directly through the inability of the Group’s clients
to trade or of the Group to authenticate offers, and
indirectly through loss of confidence in the security of
the Group’s platform.
Mitigation
In line with its ISO 27001 accredited and SOC 1
compliant procedures, the Group uses third party
security and data compliance services to monitor and
mitigate against this risk, in addition to client specific
security testing, and has robust business continuity
procedures in place.
Dependence on key customers and sectors
Description
The Group is dependent on a number of key contracts
and partner relationships for its current and future
growth and development. A limited number of clients
account for a large percentage of the Group’s revenue,
although this reliance is being diluted as new enterprise
clients are won, aided by the continuing low rate
of client churn and high levels of annual recurring
revenue. Whilst the Group endeavours to enter and
renew long term agreements with its clients, there can
be no assurance that clients will continue to be secured
on acceptable terms and conditions.
The Group is also focused on the Grocery, Food and
Beverage and Retail sectors. Although a downturn in
each of these sectors can result in increased demand
for the Group’s services, as discounts and offers are used
to encourage footfall, a long term downturn could have
a negative impact on the Group’s growth prospects
and revenues.
Mitigation
This risk is mitigated by the Group’s focus on revenue
growth diluting the dependency on key clients,
aided by the Group’s geographical spread, continued
refinement of its products for entry into new sectors
and use of new technologies.
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OTHER INFORMATION
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Employee recruitment and retention
Description
The ability to continue to attract and retain employees
with the appropriate expertise and skills cannot be
guaranteed. Finding and hiring top talent can be
costly and might require the Group to grant significant
equity awards or other incentives, which could
adversely impact its financial results. The Group’s future
development and prospects depend to a significant
degree on the experience, performance and continued
service of its senior management team. Effective
product development and innovation, upon which the
Group’s success is dependent, is in turn dependent
upon attracting and retaining talented technical and
marketing employees, who represent a significant asset
and serve as the source of the Group’s technological
and product innovations. In addition, to continue to
expand the Group’s customer base, increase sales
and achieve growth generally, the Group will need to
hire additional qualified sales personnel as well as in
administrative and operational support functions. If the
Group is unable to hire, train and retain such talent in
a timely manner an undue burden could be placed on
existing employees, the development and introduction
of the Group’s products could be delayed and its ability
to sell its products and otherwise to grow its business
could be impaired, which may have a detrimental effect
upon the overall performance of the Group.
Mitigation
To mitigate against these risks, the Group benchmarks
salaries and has developed a remuneration policy which
rewards loyalty, including through the use of a Growth
Plan, and has the culture and people of the business at
its heart.
Changes in applicable laws and regulations
Description
Laws and regulations governing internet and cloud-
based services, related communication services and
information technology, e-commerce, the processing of
personal data, the processing of payment card data and
mobile commerce in the United Kingdom and other
territories continue to evolve and, depending on the
evolution of such regulations, may adversely affect the
Group’s business.
Mitigation
This risk is mitigated for the Group by the Compliance
Manager who is responsible for ensuring that all
applicable laws and regulations related to the digital
services provided by the Group are understood
and addressed.
Exchange rate risk
Description
As the Group’s international operations continue
to grow, exchange rate fluctuations could have a
material effect on the Group’s profitability or the price
competitiveness of its services.
Mitigation
The Group continues to review its exposure to such
fluctuations and assesses the appropriateness of its
strategies to mitigate this risk on a continual basis.
The Group hedges future foreign currency cash
flows to reduce the exposure to adverse movements.
However, there can be no assurance that the Group
would be able to compensate or hedge against such
adverse effects and therefore negative exchange rate
movements could have a material adverse effect on the
Group’s business, prospects and financial performance.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
35
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Integration of Acquisitions
Description
During the prior year, the Group acquired EagleAI,
a rapidly growing SaaS company enabling retailers
to deliver AI-powered, personalised challenges to
customers at scale. Although positive progress has
been made on the integration it is not complete
and focus on the integration may divert efforts and
attention of the Group’s key management and other
personnel and resources.
Mitigation
This risk is mitigated by the due diligence performed in
advance of the acquisition and the retention of the key
management of EagleAI within the Group.
Employee involvement
Description
The Group recognises and seeks to encourage the
involvement of its employees, with the aim being
the recruitment, motivation and retention of quality
employees throughout the Group. The Group
encourages employee performance through employee
remuneration packages, including by granting
share options, and by promoting its core values to
employees. The Group ensures that employees are
fully aware of financial and economic factors affecting
its performance.
The Group’s employment policies, including the
commitment to equal opportunity, are designed to
attract, retain and motivate employees regardless of
sex, race, religion or disability. Equality of treatment
includes full and fair assessment of applications and
extends to training and continuing career development.
The Group is committed to ensuring and
communicating the requirements for a safe and
healthy working environment for all employees,
consistent with health and safety legislation and, where
practicable, gives full consideration to applications for
employment from disabled persons.
By order of the board
James Esson
Company Secretary
5 New Street Square
London
EC4A 3TW
17 September 2024
The Group’s Section 172 report can be
found on pages 45 to 46
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
36
OTHER INFORMATION
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Anne de Kerckhove
Non Executive Chairman –
Anne has over 20 years of experience in leading
some of the most innovative B2B and B2C
technology, data, media, e-commerce and
entertainment companies in Europe, both as an
executive and as a board member.
After working as a banker in Canada and then a
management consultant at the Boston Consulting
Group in London, Anne decided to focus her career
on technology and innovation.
Until December 2023, Anne de Kerckhove was CEO
of Kaisa, a company in the customer experience
orchestration space. Before that, Anne held several
Managing Director roles in fast growing companies
such as Videology and Inspired Gaming Group.
Anne has over ten years of UK public company
board experience. Anne currently chairs Eagle
Eye plc, Blackbird plc, The Pebble Group and
Moneyhub. She is also SID at Evoke.
Anne holds a Bachelor of Commerce from McGill
University and an MBA from INSEAD.
Anne is passionate about start-ups and has been an
angel investor, mentor and LP in over 20 early-stage
start-ups and entrepreneurial funds including CRE
and Daphni. She is also a guest lecturer at INSEAD
on innovation, leadership and entrepreneurship.
She is actively involved in promoting diversity on
boards and within the technology industry and
is a regular speaker at business conferences and
events. Anne mentors 10 entrepreneurs each year.
Relevant skills and experience include:
-
Technology industry
-
AI and cloud computing
-
Growth acceleration
-
Public company board experience
-
Senior leadership experience
-
Global/international experience
-
Mergers and acquisitions experience
-
Governance, risk and compliance
BOARD OF DIRECTORS
Tim Mason
Chief Executive Officer
Tim joined as Chairman in January 2016, later
moving to CEO in September 2016. Tim has over
30 years’ experience within the grocery and retail
industries, with a strong background in strategic
marketing and customer loyalty. Previously Tim
was a Managing Director at Sun Capital Partners
and is currently a Non-Executive Director at
Gousto. Prior to that he was Deputy CEO at Tesco
from January 2010 to December 2012. He held
a number of other roles within the Tesco Group
including CMO for Tesco and CEO of Fresh & Easy
LLC. Whilst at Tesco, Tim was instrumental in the
creation of Clubcard, Express, Personal Finance
and Tesco.com. Tim is also an author, of which the
second edition of his book, “Omnichannel Retail –
How to Build Winning Stores in a Digital World”
was published in September 2023, providing an
updated guide for retail marketers navigating an
increasingly complex marketplace.
Relevant skills and experience include:
-
Public company board experience
-
Senior leadership experience
-
Retail and grocery industries
-
Omnichannel and loyalty
-
Financial knowledge
-
Strategy and innovation
-
Governance, risk and compliance
Steve Rothwell
Founder and Chief Information Officer
Fuelled by a deep-seated passion for retail
technology, Steve founded the Eagle Eye Group
in 2003 to revolutionise the way retailers connect
with their customers. Committed to the principle
that people should be treated as they wish to
be treated, Steve’s aim is to build technology
which enables businesses to craft personalised
customer experiences that are both respectful
and seamless. He is the visionary force behind
the product’s development, and is focused on
leveraging cutting-edge technology to deliver
exceptional customer interactions.
Before launching the Eagle Eye Group, Steve
founded Eagle Eye Technology Limited, another
landmark in his journey of technological
innovation. His background also includes a
formative role at Consult Hyperion, serving as a
developer and technical consultant with a focus
on both the payment and media industries.
Educated with a B.Eng in Electrical and Electronic
Engineering from the University of Leicester,
Steve’s professional journey began with training as
a software engineer at Ericsson, setting the stage
for a career devoted to creating meaningful and
ethical technology solutions.
Relevant skills and experience include:
-
Technical expertise
-
Omnichannel and loyalty
-
Strategy and innovation
-
Business and product development
-
Leadership and vision
Lucy Sharman-Munday
Chief Financial Officer
Lucy joined the Group in 2014, her prior
experience being in the technology sector. Her
core role encompasses finance, governance and
strategic growth, in addition she set up and is
an ambassador of the ‘Purple Women’ initiative.
She is also currently Non-Executive Director at
Microlise Group Plc. Prior to joining Eagle Eye, she
was the CFO of the 5one Group, helping retailers
achieve a customer-centric strategy through
analytics and software. She also worked for
Adapt Group Ltd, a managed services company,
and in 2006 at iSOFT plc was an integral part of
the turnaround team that successfully sold the
business to IBA Health Group at the end of 2007.
Lucy began her career at KPMG in 1999 and is a
member of the Institute of Chartered Accountants
in England and Wales.
Relevant skills and experience include:
-
Financial knowledge
-
Public company board experience
-
Senior leadership experience
-
Strategy and growth
-
Retail & technology industries
-
Governance, risk and compliance
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
37
Charlotte Stranner
Non Executive Director –
Charlotte joined the Group as an Independent
Non-Executive Director in May 2023. She is
currently CFO of AIM-quoted Dianomi Plc, a
native advertising technology company and is
also an Independent Non-Executive Director of
Elixirr International Plc. Charlotte is a chartered
accountant and was previously a Corporate
Finance Director at finnCap and a partner at TMT
investor MXC Capital.
Relevant skills and experience include:
-
Financial knowledge
-
Growth acceleration
-
Public company Board experience
-
Senior leadership experience
-
Mergers and acquisitions experience
-
Technology industry
-
Governance, risk and compliance
Sir Terry Leahy
Non Executive Director
Sir Terry joined the Group as a Non-Executive
Director in 2011. He became a Senior advisor to the
CD&R funds in 2011 and serves as Chairman of BUT
International and a Director of Motor Fuel Group.
In his 32-year career at Tesco plc, Sir Terry helped
to transform the company into the third-largest
retailer in the world, serving in a number of senior
positions including CEO from 1997 to 2011. During
his CEO tenure, Tesco quadrupled both sales and
profits, and expanded into new products, store
formats, lines of business, and geographies. Sir
Terry was chancellor of UMIST, his alma mater,
from 2002 until 2004, when he became a co-
chancellor of the newly-formed University of
Manchester. He was honoured with a doctorate
of Science from Cranfield University in June 2007.
He holds various Chair and Executive Committee
memberships which also include Chairman of the
Board for Morrisons and Mobilux.
Relevant skills and experience include:
-
Public company board experience
-
Senior leadership experience
-
Retail and grocery industries
-
Strategy and innovation
-
Mergers and acquisitions experience
-
Governance, risk and compliance
Robert Senior
Non Executive Director –
Robert joined the Group as a Non-Executive
Director in 2018. He was previously Worldwide
CEO of Saatchi & Saatchi. Robert is a partner at
Redrice Ventures, Chairman of Boys & Girls, a
Dublin based independent advertising agency,
Chairman of Selbey Anderson a London based
marketing services group, and is a Durham
University Council member. He is on the speaker
circuit and sits on the Castore sportswear board.
Relevant skills and experience include:
-
Senior leadership experience
-
Global/international experience
-
Growth acceleration
-
Financial knowledge
-
Marketing industry
-
Governance, risk and compliance
Board Committee Membership
Audit Committee
Remuneration Committee
BOARD OF DIRECTORS CONTINUED
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GOVERNANCE
STRATEGIC REPORT
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CORPORATE GOVERNANCE STATEMENT
Principles of Corporate Governance
The Directors recognise the importance of
sound corporate governance and confirm
that the Group is complying with the QCA
Corporate Governance Code (as devised
by the QCA in consultation with a number
of significant institutional small company
investors). The QCA Code is constructed
around ten broad principles and a set of
disclosures. The QCA has stated what it
considers to be appropriate arrangements for
growing companies and asks companies to
provide an explanation about how they are
meeting the principles through the prescribed
disclosures. The Directors have explained how
each principle is applied below. The Directors
consider that the Group does not depart from
any of the principles of the QCA Code.
Establish a purpose, strategy and business
model which promote long-term value
for shareholders
The Group’s strategy is reviewed by the Board
on an annual basis at a full day strategy event.
The Group’s strategy is to drive long-term value
for shareholders, whilst addressing the risks
highlighted on pages 32 to 36, from:
• Continued development of the Group’s
product offering;
• Revenue growth from both new and
existing accounts;
• Realising opportunities in relevant new
sectors and geographies both organically
and through acquisitions; and
• Scaling the cost base efficiently with the
objective of growing EBITDA in a controlled
manner allowing for investment to drive
revenue growth and generating cash in line
with management expectations.
Promote a corporate culture that is based
on ethical values and behaviours
The Group has seven core values that
employees are recruited by (as well as skill) and
are remunerated by (as well as achievement of
objectives). These are:
• Excellence
• Innovation
• Integrity
• Passion
• Kindness
• Fun
• Teamwork
Excellence encapsulates what the Group calls
'the Purple Standard' and is what is looked
for on a day-to-day basis from the Group’s
employees and suppliers.
The Board believes that a culture based on
these values provides a competitive advantage
and is consistent with fulfilment of the
Group’s strategy. The culture is monitored
through the biannual employee appraisal
process and through the use of a satisfaction
and engagement survey which is performed
annually. The executive leadership team
reviews the key findings of the survey and
determines whether any action is required.
Seek to understand and meet shareholder
needs and expectations
In addition to shareholders being welcomed
and provided the opportunity to speak to
the Directors at the Annual General Meeting,
the Group has a series of events designed
to educate and listen to shareholders as set
out below.
• Private investor sessions held twice per year
for significant shareholders;
• Roadshows held twice per year for
institutional investors;
• Meetings with significant shareholders
when introducing significant changes to
governance/remuneration arrangements,
as applicable;
• Annual capital markets day event held
covering general developments in the
market and specific developments and
strategy in our business; and
• Equity analyst and sell-side briefings
held throughout the year for broader
investor insight.
The Board takes note of dissenting views at
the Annual General Meeting and works to
address any shareholder concerns underlying
those views.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
39
Principles of Corporate Governance
continued
Take into account wider stakeholder
interests, including social and
environmental responsibilities, and their
implications for long-term success
The Group’s key stakeholders are its
shareholders (see “Seek to understand and
meet shareholder needs and expectations”
above), employees, customers and suppliers.
Each has their own communication and
interaction strategy:
• Employees: The Group operates a
weekly video-conference 'town hall' for all
employees that provides a business update
and a forum to celebrate success and for
employees to ask questions. There are also
additional quarterly briefings to update
employees on Company performance in the
previous quarter and objectives for the next
quarter. Along with quarterly employee NPS
surveys, these events provide employees
with an opportunity to provide feedback.
This is supplemented by an annual
‘Company Week’ which is attended by all
employees, providing strategic direction
and Company objectives for the year ahead,
a look back at progress and performance
in the year and a recognition of those
employees who have best demonstrated the
Group’s values. As part of the Group’s values,
we encourage employees to 'get involved'.
The Group’s clubs and societies such as
netball, golf, theatre and hackathons all
provide opportunities to do good and
benefit society. The Group also has a
charity committee which is responsible
for organising events and identifying
opportunities where the Group and its
employees can assist those in need. The
Group has chosen 52 Lives as its partner
charity, supporting employee efforts in
raising funds through various events. The
Group has encouraged the formation of
Employee Resource Groups and these
include: mental health first aiders who are
responsible for encouraging employee
wellbeing and others promoting racial
diversity and equality (our 'Purple Women'
and 'Purple Pride' groups).
We also ensure that employees are able
to raise concerns through our formal
whistleblowing policy which allows them
to raise concerns they may have about
the conduct of others in the business
or the way in which the business is run,
including detailing the appropriate
person to make a report to and the
process that is then followed. Under
the policy any whistleblowers would be
protected appropriately.
• Customers: All customer accounts have an
assigned account management team who
meet regularly with their respective clients
to understand their business needs and
how the Group can assist them in meeting
their objectives. The Group regularly issues
an NPS (Net Promoter Score) survey and
a working committee ensures that key
take outs from the survey are acted upon.
The Group holds a number of differently
themed webinars during the year which
give customers a flavour of what is on the
product roadmap and examples of real-
life uses of the Group’s products. This is
supplemented by an email newsletter sent
to all customers.
• Suppliers: The Group’s largest suppliers
are for hosting and recruitment services.
The relationships for suppliers in these
categories are owned by the Chief Operating
Officer/Chief Information Officer and Chief
People Officer respectively. It is their role to
meet the key suppliers on a timely basis to
communicate the Group’s business needs
and the supplier’s performance against
expectations. A number of the Group’s
suppliers are also invited to join and present
during customer webinars.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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OVERVIEW
Principles of Corporate Governance
continued
Embed effective risk management,
internal controls and assurance activities,
considering both opportunities and threats,
throughout the organisation
The Directors are responsible for the Group’s
system of internal controls and reviewing
its effectiveness.
Although, no system of internal control can
completely eliminate the risk of failure to
achieve business objectives or provide absolute
assurance against material misstatement
or loss, the Group’s controls are designed
to provide reasonable assurance over the
reliability of financial information and the
Group’s assets. Overall the Group is risk averse
and uses a combination of controls, legal
agreements and insurance to mitigate the risks
it faces.
The key controls are as follows:
• The Executive Directors and Senior
Leadership Team have a close involvement
with the day to day operations and, with the
involvement of staff, identify business risks
and monitor controls;
• There is a comprehensive process
of financial reporting based on the
annual budget that is approved by the
Board. Monthly financial results are
reported with analysis of key variances
against expectations;
• The Corporate risk register is owned by the
executive leadership team and is reviewed
by the Board on a quarterly basis. The risk
register considers the impact, probability,
controls in place and any mitigating factors
to be considered for each risk, including
risks that may impact on key suppliers and
climate-related risks. Where applicable, the
register also sets out the risk treatment plan;
• In addition, the key risks are, where
applicable, reflected in the Group’s ISO
27001 statement of applicability which
is monitored by the Group’s Security
Management Team and Information
Security Committee and audited under
ISAE 3402; and
• Employees are encouraged to report any
new risks through the Group’s internal
reporting procedures.
The Group’s principal risks and uncertainties are set
out on pages 32 to 36.
There is currently no internal audit function
as the Board and Audit Committee considers
that given the Group’s current stage of
development, it is not necessary but this will
be reviewed annually as the Group evolves. The
Audit Committee considers the level of non-
audit work performed by the external auditor
and the term of the key audit personnel in
assessing auditor independence.
Establish and maintain the Board as a well-
functioning, balanced team led by the Chair
The Board is responsible to shareholders
for the proper management of the Group.
A statement of Directors’ responsibilities is
set out on page 58 and the interests and
experience of the Board are set out on pages
37 and 38. The Non-Executive Directors have
a particular responsibility to ensure that the
strategies proposed by the Executive Directors
are fully considered.
The Board recognises that having a
diverse Board with a blend of genders,
skills, experiences, perspectives, ages
and other characteristics leads to a more
robust understanding of, and challenge
of, opportunities, issues and risks and as a
result, more informed decision making. In
addition, the Chair and other Non-Executive
Directors are undertaking a succession
planning exercise. Shareholders are given the
opportunity to vote annually on the re-election
of all individual Directors to the Board.
The Board comprises of the Non-Executive
Chair, who was independent at the time of
appointment, three Executive Directors and
three other Non-Executive Directors. Of the
Non-Executive Directors, the Board considered
three to be independent Directors (Anne
de Kerckhove, Robert Senior and Charlotte
Stranner). The Non-Executive Directors have
retail, advertising and technology business
expertise. Although Sir Terry Leahy is non-
independent on the basis of his shareholding
and length of service for the Group, the Board
remains comfortable with its overall balance.
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41
CORPORATE GOVERNANCE STATEMENT CONTINUED
Principles of Corporate Governance
continued
The executive leadership team includes three
members of the Board, the Chief Executive
Officer (who has a retail background), the Chief
Information Officer (who has a technology
background) and the Chief Financial Officer
(who has a finance in technology businesses
background). The skills and capabilities of the
Board are kept up to date through annual
training sessions.
The Board holds regular meetings and is
responsible for formulating, reviewing and
approving the Group’s strategy, budgets and
corporate actions and overseeing the Group’s
progress towards its goals.
The Board has a schedule of regular business,
financial and operational matters and each
Board Committee has compiled a schedule
of work to ensure that all areas for which
the Board has responsibility are addressed
and reviewed during the course of the year.
Board and committee papers are circulated
to Directors prior to meetings. The Company
Secretary provides minutes of each meeting
and every Director is aware of the right to
have any concerns minuted and to seek
independent advice at the Group’s expense
where appropriate.
Maintain appropriate governance structures
and ensure that individually and collectively,
Directors have the necessary up-to-date
experience, skills and capabilities
Each year, a presentation is made to the
Directors to ensure that they are aware of their
duties as Directors. Beyond this, the Company
assists each individual Director in identifying
any additional training requirements they have.
In addition to the Board and its Committees
referred to under “Establish and maintain the
Board as a well-functioning, balanced team led
by the Chair” and set out in more detail below,
the Group operates a number of sub-Boards,
each of which has a Chair and an Executive
Director sponsor and are attended by a wider
cross-section of key senior managers from
across the business.
CORPORATE GOVERNANCE STATEMENT CONTINUED
Each year, the Non-Executive Directors are
required to attend over 70% of Board and
Board Committee meetings as well as a whole
day offsite strategy session, which helps to
shape the Group’s strategy for the coming year
and beyond.
Board Committees
The Board has two Committees with clearly
defined terms of reference which are set by
the Board. The role, work and members of
the Committees are outlined on page 43. The
entire Board acts as a Nominating Committee
when required.
Meetings of the Board and its Committees
held during the year and the attendance of the
Directors are summarised below:
Board meetings
Audit Committee
Remuneration Committee
Possible
Attended
Possible
Attended
Possible
Attended
Tim Mason
11
11
–
–
–
–
Steve Rothwell
11
11
–
–
–
–
Lucy Sharman-Munday
11
11
–
–
–
–
Anne de Kerckhove
9
9
1
1
2
2
Sir Terry Leahy
11
8
–
–
–
–
Robert Senior
11
10
–
–
3
3
Malcolm Wall
4
3
2
–
2
2
Charlotte Stranner
11
10
3
3
–
–
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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Principles of Corporate Governance
continued
• The executive leadership team reviews the
day to day operations against the business
objectives set within the Group’s strategy;
• The Sales and Operations Board monitors
the sales, strategic partnerships and project
delivery required to achieve the targeted
revenue growth;
• The Product Board monitors the product
delivery against the roadmap and takes
customer and market feeds to drive the
innovation of the product that is discussed,
debated and prioritised within this
forum; and
• The People Board discusses all employee-
related matters, including reward
and benefits, talent attraction and
retention strategy, employee relations
and recruitment.
Remuneration Committee
The Remuneration Committee is currently
chaired by Robert Senior and consists of
two Non-Executive Directors, Robert Senior
and Anne de Kerckhove. The Committee is
expected to meet no less than twice a year.
Executive Directors may attend meetings at
the Committee’s invitation.
The Remuneration Committee is responsible
for determining and agreeing with the
Board the broad policy for the remuneration
and employment terms of the Executive
Directors, Chair and other senior executives
and, in consultation with the Chief Executive
Officer, for determining the remuneration
packages of such other members of the
executive management of the Group as it
is designated to consider. The Committee is
also responsible for the review of, and making
recommendations to the Board in connection
with, share option plans and performance
related pay and their associated targets, and for
the oversight of employee benefit structures
across the Group.
The remuneration of Non-Executive Directors
is a matter for the Board. No director may
be involved in any decision as to their
own remuneration. This Remuneration
Committee report includes a summary of the
remuneration policy and the Annual Report
on Remuneration.
Audit Committee
The Audit Committee is chaired by Charlotte
Stranner and consists of two Non-Executive
Directors, Charlotte Stranner and Anne de
Kerckhove. The Audit Committee meets
formally not less than twice every year and
otherwise as required. The external auditors
are invited to each meeting and the Chief
Executive Officer and Chief Financial Officer
(together with members of the finance team
as appropriate) attend by invitation.
The Committee assists the Board in meeting
its responsibilities in respect of corporate
governance, external financial reporting and
internal controls, including, amongst other
things, reviewing the Group’s annual financial
statements, reviewing and monitoring the
extent of the non-audit services undertaken by
external auditors, advising on the appointment
of external auditors and reviewing the
effectiveness of the Group’s internal controls
and risk management systems.
In fulfilment of these objectives the Committee:
• reviews the Group’s financial statements
and finance-related announcements,
including compliance with statutory
and listing requirements. Compliance is
reviewed each year with the Chief Financial
Officer and enhancements are made
as appropriate;
• considers whether these statements and
announcements provide a fair, balanced and
understandable view of the Group’s strategy
and performance, and of the associated
risks. Further consideration of these matters
is also provided by the Board as a whole;
• considers the appropriateness of accounting
policies and significant accounting
judgements and the disclosure of these in
the financial statements;
• reviews the effectiveness of financial
controls and systems. The Group does not
have an internal audit function and the
Committee continues to be of the view that
the Group is not yet of a size and complexity
to warrant the establishment of such a
function; and
• oversees the relationship with and
performance of the external auditors.
CORPORATE GOVERNANCE STATEMENT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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43
Principles of Corporate Governance
continued
Evaluate Board performance based on
clear and relevant objectives, seeking
continuous improvement
The Board carries out an annual 360º Board
assessment that assesses the objectives,
strategy and remit of the Board, performance
management, risk management and the
experience, skills and capabilities of the
Directors to manage the business. This
assessment is owned by the Chair who uses
the feedback to improve reporting processes
and oversight.
The executive leadership team has objectives
that are fed from the Group’s annual strategy
session. Appraisals for the executive leadership
team are held quarterly and are discussed at
the Remuneration Committee.
Establish a remuneration policy which is
supportive of long-term value creation
and the Company’s purpose, strategy
and culture
The Group’s remuneration policy is formulated
to attract and retain high-calibre executives
and motivate them to develop and implement
the Group’s business strategy in order to
optimise long-term shareholder value. It is
the intention that this policy should conform
to best practice standards and that it will
continue to apply for 2024 and subsequent
years, subject to ongoing review as appropriate.
See the Remuneration Committee Report on
page 47 to 55 for further details.
Communicate how the Group is governed
and is performing by maintaining a dialogue
with shareholders and other relevant
stakeholders
Communications with shareholders are set out
above under “Seek to understand and meet
shareholder needs and expectations”. Meetings
with analysts and institutional shareholders are
held following the interim and full year results
and on an ad-hoc basis. These meetings are
usually held by the CEO and the CFO. There is
an opportunity at the Annual General Meeting
for individual shareholders to raise general
business matters. Notice of the Annual General
Meeting is provided at least 21 days in advance
of the meeting being held.
Additionally, communications with other
relevant stakeholders are set out above under
“Take into account wider stakeholder and
social responsibilities and their implications for
long-term success”. The Group’s informative
website contains information to be of interest
to new and existing investors. In addition, the
Group retains the services of a financial PR
consultancy, providing an additional contact
avenue for investors.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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The Directors are aware of their duty under Section 172 of the Companies Act 2006 to act in the way which they consider, in good faith, would be
most likely to promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard (amongst other
matters) to the:
• 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;
• Company’s reputation for high standards of business conduct; and
• need to act fairly as between members of the Company.
The ways in which these duties are addressed is set out below:
Stakeholders
How we engage
Significant events
Employees
See “Take into account wider stakeholder and
social responsibilities and their implications for
long-term success” on page 40 of the Corporate
Governance Statement.
We have a ‘virtual first’ method of working, allowing employees more
flexibility in where they work from, whilst monitoring output to ensure
appropriate levels of productivity. We also hold an annual company
conference allowing our teams from around the world to gather in
person. Management have maintained high levels of communication to
employees to keep them abreast of Company updates.
Employee driven initiatives to look after the wellbeing of our staff include
a variety of Employee Resource Groups covering mental health, 'Purple
Pride' and 'Purple Women', making Eagle Eye a great place to work
for women.
We were delighted to retain our ‘World Class’ recognition by Best Companies.
Shareholders
See “Seek to understand and meet shareholder
needs and expectations” on page 39 of the Corporate
Governance Statement.
The Group holds face to face and video conferencing meetings to
communicate with shareholders and interim and preliminary results
presentations are recorded and published on the website.
The business continues to review and revise its objectives on a quarterly
basis, which is shared with the Board, to address the rapidly changing
environment in which the Group operates and to ensure that investment
is made where it will have the biggest return.
SECTION 172 STATEMENT
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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45
Stakeholders
How we engage
Significant events
Customers
See “Take into account wider stakeholder and
social responsibilities and their implications for
long-term success” on page 40 of the Corporate
Governance Statement.
Retailers’ move to digital has continued and our customers need a
relevant digital marketing solution. Therefore we continue to invest
c.15% of our revenue into the product in order to maximise value for
our customers.
Suppliers
See “Take into account wider stakeholder and
social responsibilities and their implications for
long-term success” on page 40 of the Corporate
Governance Statement.
Our supplier code of conduct continues to ensure our key suppliers
operate with an appropriate level of social and environmental care.
Community
The Group has a charity committee which is
responsible for organising events and identifying
opportunities where the Group and its employees
can assist those in need. The Group engages with its
landlords and neighbouring businesses to address
local issues and share successes.
We continued to partner with 52 Lives during the year, a charity built
around the concept of ‘kindness’ who find people who need help and
then deliver it. The funds raised in our partnership have continued to
exceed our expectations, allowing more people to benefit.
SECTION 172 STATEMENT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
46
OTHER INFORMATION
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GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Directors’ remuneration policy
The Group’s remuneration policy is formulated
to attract and retain high-calibre executives
and motivate them to develop and implement
the Group’s business strategy in order to
optimise long-term shareholder value. It is
the intention that this policy should conform
to best practice standards and that it will
continue to apply for 2024 and subsequent
years, subject to ongoing review as appropriate.
The policy is framed around the following
key principles:
• total rewards will be set at levels that
are sufficiently competitive to enable
the recruitment and retention of high-
calibre executives;
• total incentive-based rewards will be
earned through the achievement of
performance conditions consistent with
shareholder interests;
• the design of long-term incentives will be
prudent and will not expose shareholders to
unreasonable financial risk;
• in considering the market positioning of
reward elements, account will be taken of
the performance of the Group and of each
individual Executive Director; and
• reward practice will conform to best practice
standards as far as reasonably practicable.
REMUNERATION COMMITTEE REPORT
When formulating the quantum and
structure of remuneration, the Remuneration
Committee takes account of a number of
different factors including market practice
and external market data of the level of
remuneration offered to directors of similar
role and seniority in other companies whose
activities and size are similar, as well as
the experience and performance of both
the Executive Directors and the Group. In
addition, the pay and employment conditions
of employees are also considered when
determining Directors’ remuneration. The
Remuneration Committee may also seek
advice from external consultants where
appropriate. No Director was involved in
deciding the level and composition of their
own remuneration.
The Executive Directors receive an amount
of fixed pay made up of a base salary, and
in some cases a benefits package and
pension contribution.
Short term performance for senior executives
is incentivised using an annual bonus scheme
based on the achievement of profitability,
revenue, employee NPS and personal
strategic goals. Long term performance is
incentivised by way of a long term incentive
plan (‘LTIP’) based on the achievement of
performance goals aligned to the Company’s
business strategy and measured over a three-
year period.
Employees of the Group are rewarded for
excellent performance by the award of EMI
options. Vesting of these options is based on
the achievement of certain revenue and profit
targets to be achieved three years after the
grant of the options.
In FY23, a Growth Plan was introduced
following extensive shareholder consultation by
the Remuneration Committee. The Committee
considers that the introduction of the Growth
Plan will drive long term sustainable value on
our ambition to be a £1bn market capitalisation
business, whilst enabling the retention and
motivation of significant core talent and senior
leaders of the Group.
These various schemes provide the
Board with tools to help it to continue to
strengthen the alignment of employee and
shareholder interests.
As a company listed on AIM, the Company is
not required by the Companies Act 2006 to
prepare a Directors’ Remuneration Report. The
following parts of the Directors’ Remuneration
Report are not subject to audit.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
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47
Executive Directors’ remuneration for 2024
2024 base salaries
The Executive Directors’ base salaries were increased in the year effective from 1 January 2024 by an average 5.0%. Salary is considered as well as
the overall remuneration packages of the Executive Directors, their relative responsibilities and the performance of the Group during the previous
12 months.
Salary 1 January
2023
£000
Salary 1 January
2024
£000
Tim Mason
414
434
Steve Rothwell
245
256
Lucy Sharman-Munday
245
256
2024 Annual bonus
The Executive Directors have a maximum annual bonus opportunity of 100% of salary with performance measured on both personal objectives
linked to the strategic direction of the business (maximum opportunity 25% of annual salary) and revenue and EBITDA achievement (maximum
opportunity 75% of annual salary, split equally between revenue and EBITDA). The combined target bonus opportunity is 50% of salary. The delta
between the target (50%) and the maximum (100%) represents the stretch target.
The revenue target range was between £46.0m and £48.6m; the outturn being £43.3m and the EBITDA target range between £10.4m and £11.2m
with the outturn being £11.0m, excluding the contribution of EagleAI. This resulted in a combined payout of 27.3% (out of a maximum of 75%) for
all Executive Directors. Personal Objectives are set and monitored on a quarterly basis. These are based both on KPIs and objectives linked to the
strategic focus of the business in the areas of responsibility for each Director.
REMUNERATION COMMITTEE REPORT CONTINUED
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OTHER INFORMATION
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OVERVIEW
Executive Directors’ remuneration for 2024 continued
The total bonus payable to the Executive Directors in respect of the financial (revenue and EBITDA), employee NPS and personal objective
performance in FY24 was determined as set out below:
Maximum performance
Actual performance
Actual bonus payable
Tim Mason
100% of salary payable
50.9% of salary payable
£220,954
Steve Rothwell
100% of salary payable
51.8% of salary payable
£132,639
Lucy Sharman-Munday
100% of salary payable
51.4% of salary payable
£131,780
LTIP awards granted in FY24
FY26 performance
On 21 November 2023 LTIP awards were granted as nominal cost options under the Eagle Eye LTIP Share Option Scheme to the Executive Directors
subject to the following performance targets to be met during the performance period of three financial years ending 30 June 2026.
FY26 Performance targets for FY24 LTIP awards
Performance measures
Threshold vesting
Target vesting
Stretch vesting
Super Stretch vesting
35% of salary
(23.3% of max)
62.5% of salary
(41.6% of max)
100% of salary
(66.6% of max)
150% of salary
(100% of max)
Revenue – 50% of award
£66.50m
£77.70m
£88.85m
£100.00m
Adjusted EBITDA – 50% of award
£15.40m
£17.87m
£20.44m
£25.00m
1. There is linear vesting in between each of the vesting points.
2. The Committee may scale back the level of vesting if it considers at the time of vesting that the formulaic level of vesting does not reflect the overall underlying performance of the Company or investor experience taking into
account, among other matters, share price.
3. The LTIP award has a value at the date of grant of 100% of salary. To manage dilution through share awards, achievement of the Super Stretch target is likely to be satisfied with cash with no link to share price movement from
the date of grant.
REMUNERATION COMMITTEE REPORT CONTINUED
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49
Executive Directors’ remuneration for 2024 continued
Growth Plan
On 4 April 2023 a Growth Plan was launched which the Committee considers will drive long-term sustainable growth and build shareholder value, whilst
enabling the retention and motivation of significant core talent and senior leaders of the Group. The Growth Plan, a one-off award of B shares in Eagle Eye
Solutions Holdings Limited, an intermediate holding company of the Group, which are convertible on exercise into Ordinary Shares of Eagle Eye Solutions
Group plc, is designed to focus solely on creating shareholder value through a series of distinct, stretching share price hurdles, as listed below. The awards
under the Growth Plan will vest on the third anniversary of grant and unless converted into Ordinary Shares, expire after ten years from grant.
Awards under the Growth Plan of B shares were made to the following Directors for £0.001 per B share, in the year to 30 June 2023, as follows:
Director/PDMR
Role
Number of B shares subscribed for
Maximum potential award under the
Growth Plan for reaching an implied
market cap of in excess of £1.0bn
% of existing issued ordinary share
capital of Eagle Eye on full vesting
Tim Mason
Chief Executive Officer
1,720
£7.2m
0.69%
Steve Rothwell
Chief Information Officer
1,290
£5.4m
0.52%
Lucy Sharman-Munday
Chief Financial Officer
1,290
£5.4m
0.52%
LTIP awards with performance period ending in FY24
The LTIP awards granted in 2022 as nominal cost options will vest as set out in the table below, to the extent the targets set were met during the
performance period of three financial years ending 30 June 2024.
Performance targets
Threshold performance
Target performance
Stretch performance
Actual performance
% of award vesting
Revenue (50% of award)
£34.5m
£37.8m
£41.1m
£47.7m
50%
Adjusted EBITDA (50% of award)
£6.9m
£7.6m
£8.2m
£11.3m
50%
Date of grant
Maximum number of shares
Number of shares vesting
Total value of LTIP award vesting1
Tim Mason
7 February 2022
64,547
64,547
£311,827
Steve Rothwell
7 February 2022
37,287
37,287
£180,133
Lucy Sharman-Munday
7 February 2022
37,287
37,287
£180,133
1. Value of award uses 3-month average share price to 30 June 2024 of £4.841 and nominal cost exercise price of £0.01 per share as the share price on the actual date of vesting is not known.
The Committee has reviewed and is comfortable with the underlying performance of the Company and considers that no scale back of vesting
levels is necessary.
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50
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Outstanding LTIP awards
FY
Date of grant
Type of award
Number
of shares
granted
Exercise
price
£
Vested
during the
year
Exercised
during the
year
Lapsed
during
the year
Vested
unexercised
Total
30 June
2024
Performance
period ends
Tim Mason
2016
4 January 2016
LTIP
443,165
0.01
–
–
–
334,470
334,470
N/A
2017
21 September 2016
LTIP appointment award
221,388
0.01
–
–
–
153,606
153,606
N/A
2018
9 November 2017
LTIP appointment award
221,679
0.01
–
–
–
153,808
153,808
N/A
2018
9 November 2017
LTIP
83,871
0.01
–
–
–
62,408
62,408
N/A
2019
8 January 2019
LTIP appointment award
221,679
0.01
–
–
–
221,679
221,679
N/A
2019
8 January 2019
LTIP 472,500
0.01
–
–
–
240,345
240,345
N/A
2020
13 February 2020
LTIP
188,775
0.01
–
–
–
188,775
188,775
N/A
2021
8 April 2021
LTIP
142,662
0.01
142,662
–
–
142,662
142,662
N/A
2022
8 February 2022
LTIP
64,547
0.01
–
–
–
–
64,547
30 June 2024
2023
4 April 2023
LTIP
138,174
0.01
71,331
–
–
71,331
138,174
30 June 2025
2024
21 November 2023
LTIP
75,674
0.01
–
–
–
–
75,674
30 June 2026
213,993
–
– 1,569,084 1,776,148
Steve Rothwell 2019
8 January 2019
LTIP
267,750
0.01
–
16,225
–
–
–
N/A
2020
13 February 2020
LTIP
109,050
0.01
–
32,780
–
38,103
38,103
N/A
2021
8 April 2021
LTIP
82,412
0.01
82,412
38,373
–
44,039
44,039
N/A
2022
8 February 2022
LTIP
37,287
0.01
–
–
–
–
37,287
30 June 2024
2023
4 April 2023
LTIP
79,819
0.01
41,206
12,622
–
28,584
67,197
30 June 2025
2024
21 November 2023
LTIP
44,686
0.01
–
–
–
–
44,686
30 June 2026
123,618 100,000
–
110,726
231,312
REMUNERATION COMMITTEE REPORT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
51
FY
Date of grant
Type of award
Number
of shares
granted
Exercise
price
£
Vested
during the
year
Exercised
during the
year
Lapsed
during
the year
Vested
unexercised
Total
30 June
2024
Performance
period ends
Lucy Sharman-Munday
2016
12 January 2016
LTIP
39,383
0.01
–
–
–
39,383
39,383
N/A
2017
21 September 2016
LTIP
91,582
0.01
–
–
–
58,520
58,520
N/A
2018
9 November 2017
LTIP
47,527
0.01
–
–
–
35,365
35,365
N/A
2019
8 January 2019
LTIP
267,750
0.01
–
–
–
136,196
136,196
N/A
2020
13 February 2020
LTIP
109,050
0.01
–
–
–
109,050
109,050
N/A
2021
8 April 2021
LTIP
82,412
0.01
82,412
–
–
82,412
82,412
N/A
2022
8 February 2022
LTIP
37,287
0.01
–
–
–
–
37,287
30 June 2024
2023
4 April 2023
LTIP
79,819
0.01
41,206
–
–
41,206
79,819
30 June 2025
2024
21 November 2023
LTIP
44,686
0.01
–
–
–
–
44,686
30 June 2026
123,618
–
–
502,132
622,718
Performance targets for LTIP awards granted in FY23 with performance period ending in FY25
Performance measures
Threshold vesting
Target vesting
Stretch vesting
35% of salary (35% of max)
62.5% of salary (62.5% of max)
100% of salary (100% of max)
Revenue – 50% of award
£53.0m
£61.1m
£69.2m
Adjusted EBITDA – 50% of award
£11.9m
£13.4m
£15.2m
1. There is linear vesting in between each of the vesting points.
2. The Committee may scale back the level of vesting if it considers at the time of vesting that the formulaic level of vesting does not reflect the overall underlying performance of the Company or investor experience taking into
account, among other matters, share price.
Outstanding LTIP awards continued
REMUNERATION COMMITTEE REPORT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
52
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Company Chair and Non-Executive Directors
The Non-Executive Directors’ fees were reviewed with effect from 1 January 2024 with no changes being made. The fee for the Company Chair was
£75,000, the Non-Executive Directors’ base fee between £30,000 and £40,000 with additional fees for chairing the Remuneration Committee and
Audit Committee at £5,000.
Total Directors’ Remuneration
The table below sets out the total remuneration payable to the Directors:
30 June 2024
Salary and fees
£000
Annual bonus1
£000
Other benefits2
£000
Pension
£000
Long-term
incentives3
£000
Total
£000
Tim Mason
443
221
7
–
–
671
Steve Rothwell
250
133
4
11
459
857
Lucy Sharman-Munday
250
132
15
2
–
399
Anne de Kerckhove
56
–
–
–
–
56
Malcolm Wall
23
–
–
–
–
23
Robert Senior
35
–
–
–
–
35
Terry Leahy
30
–
–
–
–
30
Charlotte Stranner
45
–
–
–
–
45
1,132
486
26
13
459
2,116
1. The annual bonus shown in the table above for FY24 is in respect of performance for FY24 (and is paid in FY25).
2. Benefits represent allowances payable, including car allowance and healthcare.
3. Long term incentives reflects the difference between the market price at the time of exercise and the amount paid in relation to the exercise of long term incentives during the year.
REMUNERATION COMMITTEE REPORT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
53
30 June 2023
Salary and fees
£000
Annual bonus1
£000
Other benefits2
£000
Pension
£000
Long term
incentive gains
£000
Total
£000
Tim Mason
409
444
5
–
–
858
Steve Rothwell
229
261
3
10
1,403
1,906
Lucy Sharman-Munday
229
267
5
10
377
888
Malcolm Wall
60
–
–
–
–
60
Robert Senior
35
–
–
–
–
35
Terry Leahy
30
–
–
–
–
30
Bill Currie
25
–
–
–
–
25
Charlotte Stranner
6
–
–
–
–
6
1,023
972
13
20
1,780
3,808
1. The annual bonus shown for FY23 is in respect of performance for FY23 and was paid in FY24.
2. Benefits represent allowances payable, including car allowance and healthcare.
Application of remuneration policy for FY25
Base salaries
The Executive Directors' base salaries will be reviewed by the Remuneration Committee during the course of the year with any increases effective
from 1 January 2025.
Annual bonus
The Executive Directors' annual bonus opportunity will follow the same format as FY24 with a maximum annual bonus opportunity of 100% of
salary with performance measured both on personal objectives and employee NPS linked to the strategic direction of the business (maximum
opportunity 25% of annual salary) and revenue and EBITDA achievement (maximum opportunity 75% of annual salary, split equally between
revenue and EBITDA). The combined target bonus opportunity is 50% of salary. The delta between the target (50%) and the maximum (100%)
represents the stretch target.
Total Directors’ Remuneration continued
REMUNERATION COMMITTEE REPORT CONTINUED
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54
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
LTIP awards
The Committee intends to grant LTIP awards to the Executive Directors over shares with a value equivalent to up to 150% of salary, subject to
achievement of stretching Revenue and EBITDA targets measured over three financial years to 30 June 2027. The targets will be determined prior
to awards being granted and will be disclosed in the FY25 Remuneration Report.
Company Chairman and Non-Executive Directors
The fees for the Company Chairman and Non-Executive Directors will be reviewed during the course of the year with any increases effective from
1 January 2025.
Shares held by Directors
Beneficially
owned shares
30 June 2023
Beneficially
owned shares
30 June 2024
Unvested subject
to performance
targets
30 June 2023
Unvested subject
to performance
targets
30 June 2024
Vested
unexercised
30 June 2023
Vested
unexercised
30 June 2024
Tim Mason
328,534
328,534
415,383
207,064
1,355,091
1,569,084
Steve Rothwell
1,355,913
1,355,913
199,518
120,586
87,108
110,726
Lucy Sharman-Munday
92,572
92,572
199,518
120,586
378,514
502,132
Anne de Kerckhove
–
–
–
–
–
–
Malcolm Wall
41,132
–
–
–
–
–
Robert Senior
31,694
31,694
–
–
–
–
Terry Leahy
2,457,006
2,457,006
–
–
–
–
Charlotte Stranner
–
–
–
–
–
–
REMUNERATION COMMITTEE REPORT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
55
DIRECTORS’ REPORT
The Directors present their annual report and
the audited consolidated financial statements
for the year ended 30 June 2024.
Principal activities, business review and
future developments
The principal activity of the Group is enabling
businesses to create digital connections
enabling personalised real-time marketing,
through the provision of its marketing
technology software as a service solution. The
review of the business performance and future
developments, including those since the end of
the year ended 30 June 2024, are set out in the
Strategic Report on pages 9 to 36.
Corporate Status
Eagle Eye Solutions Group plc ('the Company’)
is a public limited company domiciled in
the United Kingdom and was incorporated
in England & Wales with company number
8892109 on 12 February 2014. The Company
has its registered office at 5 New Street
Square, London EC4A 3TW. The principal
places of business of the Group are its offices
in Guildford, Manchester and London and
it also operates in Canada, France, Australia,
New Zealand, Singapore and the USA.
Directors
• Tim Mason
• Steve Rothwell
• Lucy Sharman-Munday
• Anne de Kerckhove
(appointed 1 October 2023)
• Sir Terry Leahy
• Robert Senior
• Charlotte Stranner
• Malcolm Wall
(resigned 18 November 2023)
The Company has agreed to indemnify its
Directors against third party claims which may
be brought against them and has put in place
a Directors’ and officers’ insurance policy.
The market price of the Company’s shares at
the end of the financial year was £4.80 and the
range of the market price during the year was
between £4.40 and £5.90.
Substantial Shareholdings
At 16 September 2024, the Directors have been
notified of the following beneficial interests
in excess of 3% of the issued share capital of
the Company (excluding those shares held
in treasury).
Total shares
%
Canaccord
3,778,167
12.76
Liontrust
2,997,470
10.12
Sir Terry Leahy*
2,457,006
8.30
BGF Investment
Management
2,144,500
7.24
Andrew Sutcliffe*
1,593,133
5.38
Julian Reiter
1,360,029
4.59
Steve Rothwell
1,355,913
4.58
Christopher Gorell
Barnes
1,344,866
4.54
Chelverton Asset
Management
1,309,650
4.42
* Includes shares held by family members
Research and Development
Details of the Group’s policy for the recognition
of expenditure on research and development of
its Eagle Eye AIR platform and other products
are set out in Note 1 of the consolidated
financial statements. The activities involved in
the research and development are described in
the Strategic Review on page 19 to 20.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
56
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Risk Management Objectives and
Policies
Details of the Group’s financial risk
management objectives and policies are set
out in Note 16 of the consolidated financial
statements. The key non-financial risks that the
Group faces are set out on pages 32 to 36 of the
Strategic Report.
Related Party Transactions
Details of the Group’s transactions and
year end balances with related parties
are set out in Note 20 of the consolidated
financial statements.
Dividends
The Directors do not recommend the payment
of a dividend (2023: £nil).
Strategic report
The Company has chosen in accordance with
Companies Act 2006, section 414C (11) to set out
in the Company’s Strategic Report on pages
9 to 36 information required to be contained
in the directors’ report by Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008, Sch. 7, where not
already disclosed in the Directors’ Report.
Events after the reporting period
There are no events after the end of the
reporting period which need to be reported.
Statement as to disclosure of
information to the auditor
The Directors who were in office on the date
of approval of these financial statements have
confirmed that, as far as they are aware, there
is no relevant audit information of which the
auditor is unaware. Each of the Directors have
confirmed that they 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
it has been communicated to the auditor.
Auditor
RSM UK Audit LLP were appointed for the year
ended 30 June 2024 and have indicated their
willingness to continue in office.
By order of the board
James Esson
Company Secretary
5 New Street Square
London
EC4A 3TW
17 September 2024
DIRECTORS’ REPORT CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
57
The Directors are responsible for preparing
the Strategic Report, the Directors’ Report and
the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
group and company financial statements for
each financial year. The Directors have elected
under company law and AIM Rules of the
London Stock Exchange to prepare group
financial statements in accordance with UK-
adopted International Accounting Standards
and have elected under company law to
prepare the company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and
applicable law).
The group financial statements are required by
law and UK-adopted International Accounting
Standards to present fairly the financial
position and performance of the Group. The
Companies Act 2006 provides in relation to
such financial statements that references
in the relevant part of that Act to financial
statements giving a true and fair view are
references to their achieving a fair presentation.
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and the
Company and of the profit or loss of the Group
and the Company for that period.
In preparing each of the Group and Company
financial statements, the Directors are
required to:
a. select suitable accounting policies and then
apply them consistently;
b. make judgements and accounting
estimates that are reasonable and prudent;
c. for the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted International
Accounting Standards and for the Company
financial statements state whether
applicable UK accounting standards have
been followed, subject to any material
departures disclosed and explained in the
Company financial statements; and
d. prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the Group
and the Company will continue in business.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s
and the Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Group and the
Company and enable them to ensure that
the financial statements comply with the
Companies Act 2006. They are also responsible
for safeguarding the assets of the Group
and hence for taking reasonable steps for
the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Group’s website.
Legislation in the United Kingdom governing
the preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
58
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC
Opinion
We have audited the financial statements of Eagle Eye Solutions Group
Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the
year ended 30 June 2024 which comprise the consolidated statement
of profit or loss and total comprehensive income, consolidated and
company statement of financial position, consolidated and company
statements of changes in equity, consolidated statement of cash flows
and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in
the preparation of the group financial statements is applicable law and
UK-adopted International Accounting Standards. The financial reporting
framework that has been applied in the preparation of the parent
company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 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 30 June 2024 and of
the group’s profit for the year then ended;
• the group financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards;
• the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
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 as applied to listed entities, 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.
Summary of our audit approach
Key audit matters
Group
• Revenue recognition
No key audit matters are identified in respect
of the parent company.
Materiality
Group
• Overall materiality: £676k (2023: £451k)
• Performance materiality: £507k (2023: £338k)
Parent Company
• Overall materiality: £50k (2023: £45k)
• Performance materiality: £37.5k (2023: £33.7k)
Scope
Our audit procedures covered 91% of revenue,
85% of EBITDA and 93% of total assets.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the group financial statements
of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on the overall audit
strategy, the allocation of resources in the audit and directing the efforts
of the engagement team. These matters were addressed in the context
of our audit of the group financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these
matters. We determined that there are no parent company key audit
matters to communicate in our report.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
59
Key audit matters continued
Revenue recognition
Key audit
matter
description
(Refer to page 72 regarding the accounting policy in respect of revenue recognition, page 78 in respect of critical judgements and
estimates applied by the Directors and note 3 to the financial statements on page 79).
Appropriate and accurate revenue recognition in accordance with the requirements of IFRS 15 “Revenue from Contracts with
Customers” is required to be applied by the Directors to ensure that revenue is fairly stated in the financial statements. There are
risks that customer contracts and the inherent performance obligations and their transaction prices are not appropriately identified
and/or that revenue recognised in the period does not reflect the stage of service delivery. These risks could result in material errors
in the revenue recognised.
The audit team itself also spent considerable time and effort to obtain sufficient evidence over this area. As such revenue
recognition considered a key audit matter.
How the
matter was
addressed in
the audit
We have performed detailed testing on revenue taking into consideration the required revenue recognition for different contract
performance obligations. A sample of sales recognised in the period was compared to the underlying contracts and sales invoices.
The revenue recognised was then evaluated with regard to the terms in the contracts, the completed performance obligations
and the invoiced amounts to determine whether it had been recognised in line with the Group’s accounting policies and the
requirements of IFRS 15.
The recognition and measurement of accrued and deferred income applying the principles of IFRS 15 and the group’s accounting
policies were considered and tested as was the treatment of sales commissions and set-up costs to determine whether they had
been treated appropriately.
Significant contracts for which a modification had occurred were separately reviewed to determine if revenue recognition was in
accordance with the IFRS 15 as per the Group’s stated accounting policies.
Data analytics testing was utilised on full scope entities to identify any transactions that did not fall into the expected sales cycle.
We tested management controls by carrying out a reperformance of the monthly reconciliations that occur between the sales
reporting system and the secured revenue spreadsheet that would help identify if any significant contracts had been excluded
from the revenue listing on a monthly basis. We also traced through a sample of opportunities from the sales reporting system
back to the revenue listing to test the completeness of revenue.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
60
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit
procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably
influence the economic decisions of the users we take into account the qualitative nature and the size of the misstatements. Based on our
professional judgement, we determined materiality as follows:
Group
Parent company
Overall materiality
£676k (2023: £451k)
£50k (2023: £45k)
Basis for determining overall materiality
6% of EBITDA
1% of total assets (Restricted to £50k)
Rationale for benchmark applied
EBITDA is considered to be the key indication
of the performance of the business by its
major stakeholders
Total assets in the non-trading parent company is
considered to be the key indication of the value of
trading subsidiary companies
Performance materiality
£507k (2023: £338k)
£37.5k (2023: 33.7k)
Basis for determining performance
materiality
75% of overall materiality
75% of overall materiality
Reporting of misstatements to the
Audit Committee
Misstatements in excess of £33,800 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
Misstatements in excess of £37,500 and
misstatements below that threshold that, in our
view, warranted reporting on qualitative grounds.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
61
An overview of the scope of our audit
The group consists of 8 components, located in the following countries;
• United Kingdom
• Canada
• Australasia (including New Zealand)
• United States of America
• France
Number of components
Revenue
EBITDA
Full scope audit
4
81%
85%
Specific audit procedures
3
10%
–
Total
7
91%
85%
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation
of the directors’ assessment of the group’s and parent company’s ability
to continue to adopt the going concern basis of accounting included
review of the reasonableness of financial forecasts prepared by the
directors covering at least 12 months from the signing of the accounts,
assessment and challenge of management assumptions utilised in
those forecasts and applying appropriate sensitivities to assess the
availability of adequate headroom within the Group’s banking facilities
to support the going concern basis.
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 or 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.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
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.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
62
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
Matters on which we are required to report by exception
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.
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 58 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.
The extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations.
The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a
direct effect on the determination of material amounts and disclosures
in the financial statements, to perform audit procedures to help identify
instances of non-compliance with other laws and regulations that may
have a material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with laws and
regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess
the risk of material misstatement of the financial statements due to
fraud, to obtain sufficient appropriate audit evidence regarding the
assessed risks of material misstatement due to fraud through designing
and implementing appropriate responses and to respond appropriately
to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the
oversight of those charged with governance, to ensure that the entity's
operations are conducted in accordance with the provisions of laws and
regulations and for the prevention and detection of fraud.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
63
The extent to which the audit was considered capable of
detecting irregularities, including fraud continued
In identifying and assessing risks of material misstatement in respect of
irregularities, including fraud, the group audit engagement team and
component auditors:
• obtained an understanding of the nature of the industry and sector,
including the legal and regulatory framework that the group and
parent company operate in and how the group and parent company
are complying with the legal and regulatory framework;
• inquired of management, and those charged with governance, about
their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
• discussed matters about non-compliance with laws and regulations
and how fraud might occur including assessment of how and where
the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation/
Regulation
Additional audit procedures performed by the Group audit engagement team
and component auditors included:
IFRS/ FRS102
and Companies
Act 2006
Review of the financial statement disclosures and
testing to supporting documentation.
Completion of disclosure checklists to identify areas of
non-compliance
The areas that we identified as being susceptible to material
misstatement due to fraud were:
Risk
Audit procedures performed by the audit engagement team:
Revenue
recognition
Please refer to key audit matters section of the audit
report for further details on the testing performed on
this key audit matter
Risk
Audit procedures performed by the audit engagement team:
Management
override of
controls
Testing the appropriateness of journal entries and
other adjustments;
Assessing whether the judgements made in making
accounting estimates are indicative of a potential bias;
and
Evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at:
http://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.
ALASTAIR JOHN RICHARD NUTTALL (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Ninth Floor, Landmark
St Peter’s Square
1 Oxford Street
Manchester
M1 4PB
17 September 2024
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
64
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF EAGLE EYE SOLUTIONS GROUP PLC CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND TOTAL COMPREHENSIVE INCOME
for the year ended 30 June 2024
Note
2024
£000
2023
£000
Continuing operations
Revenue
3
47,733
43,074
Cost of sales
(1,283)
(2,091)
Gross profit
46,450
40,983
Operating expenses
(45,814)
(41,725)
Other income
195
122
Adjusted EBITDA1
11,260
8,789
Acquisition costs
–
(1,298)
Change in fair value of contingent
consideration
23
1,303
–
Share-based payment charge
(2,835)
(2,426)
Depreciation and amortisation
(8,897)
(5,685)
Operating profit/(loss)
4
831
(620)
Finance income
6
41
30
Finance expense
6
(153)
(170)
Note
2024
£000
2023
£000
Profit/(loss) before taxation
719
(760)
Taxation
7
5,015
1,948
Profit after taxation for the financial
year
5,734
1,188
Foreign exchange adjustments
(333)
(410)
Total comprehensive profit
attributable to the owners of the
parent for the financial year
5,401
778
Earnings per share
From continuing operations
Basic
8
19.47p
4.25p
Diluted
8
17.36p
3.79p
1. Adjusted EBITDA excludes share-based payment charge, depreciation and amortisation from the measure
of profit along with the costs associated with the acquisition of EagleAI in 2023 and subsequent changes in
fair value of contingent consideration due on that acquisition.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
65
Note
2024
£000
2023
£000
Non-current assets
Intangible assets
9
17,804
19,458
Contract fulfilment costs
10
2,610
2,562
Property, plant and equipment
11
1,175
1,444
Deferred taxation
15
8,455
1,626
30,044
25,090
Current assets
Trade and other receivables
12
10,349
11,085
Current tax receivable
183
762
Cash and cash equivalents
16
10,576
10,615
21,108
22,462
Total assets
51,152
47,552
Current liabilities
Trade and other payables
13
(10,583)
(14,252)
Current tax payable
–
(74)
IFRS 15 deferred income
(3,002)
(3,086)
Financial liabilities
14
(122)
(1,102)
(13,707)
(18,514)
Note
2024
£000
2023
£000
Non-current liabilities
Other payables
13
(412)
(2,131)
IFRS 15 deferred income
(2,927)
(2,670)
Financial liabilities
14
(50)
(197)
(3,389)
(4,998)
Total liabilities
(17,096)
(23,512)
Net assets
34,056
24,040
Equity attributable to owners of the
parent
Share capital
17
296
293
Share premium
17
30,089
29,925
Merger reserve
17
3,278
3,278
Share option reserve
9,084
7,291
Retained losses
(8,691)
(16,747)
Total equity
34,056
24,040
These financial statements were approved by the Board on
17 September 2024 and signed on its behalf by:
L Sharman-Munday
T Mason
Director
Director
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2024
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
66
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2024
Share capital
£000
Share premium
£000
Merger reserve
£000
Share option reserve
£000
Retained losses
£000
Total
£000
Balance at 1 July 2022
264
17,685
3,278
5,549
(18,209)
8,567
Profit for the financial year
–
–
–
–
1,188
1,188
Other comprehensive income
Foreign exchange adjustments
–
–
–
–
(410)
(410)
–
–
–
–
778
778
Transactions with owners recognised in equity
Issue of share capital
22
12,148
–
–
–
12,170
Issue costs
–
(285)
–
–
–
(285)
Exercise of share options
7
377
–
–
–
384
Fair value of share options exercised in the year
–
–
–
(684)
684
–
Share-based payment charge
–
–
–
2,426
–
2,426
29
12,240
–
1,742
684
14,695
Balance at 30 June 2023
293
29,925
3,278
7,291
(16,747)
24,040
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
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67
Share capital
£000
Share premium
£000
Merger reserve
£000
Share option reserve
£000
Retained losses
£000
Total
£000
Balance at 30 June 2023
293
29,925
3,278
7,291
(16,747)
24,040
Profit for the financial year
–
–
–
–
5,734
5,734
Other comprehensive income
Foreign exchange adjustments
–
–
–
–
(333)
(333)
–
–
–
–
5,401
5,401
Transactions with owners recognised in equity
Exercise of share options
3
164
–
–
–
167
Fair value of share options exercised in the year
–
–
–
(1,042)
1,042
–
Share-based payment charge
–
–
–
2,835
–
2,835
Deferred tax on share-based payments
–
–
–
–
1,549
1,549
Deferred tax on losses
–
–
–
–
64
64
3
164
–
1,793
2,655
4,615
Balance at 30 June 2024
296
30,089
3,278
9,084
(8,691)
34,056
Included in Retained losses is a cumulative foreign exchange profit of £436,000 (2023: profit £103,000).
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONTINUED
for the year ended 30 June 2024
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
68
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 30 June 2024
2024
£000
2023
£000
Cash flows from operating activities
Profit/(loss) before taxation
719
(760)
Adjustments for:
Depreciation
718
487
Amortisation
8,180
5,198
Share-based payment charge
2,835
2,426
Finance income
(41)
(30)
Finance expense
153
170
Decrease/(increase) in trade and other
receivables
544
(3)
(Decrease)/increase in trade and other
payables
(2,019)
3,850
Movement on contingent consideration for
acquisition of EagleAI
(1,303)
–
Income tax paid
(313)
(56)
Income tax received
10
960
Net cash flows from operating activities
9,483
12,242
Cash flows from investing activities
Payments to acquire property, plant and
equipment
(346)
(171)
Payments to acquire intangible assets and
contract fulfilment costs
(6,711)
(5,444)
Acquisition of EagleAI, net of cash and cash
equivalents acquired
(654)
(6,347)
Net cash flows used in investing activities
(7,711)
(11,962)
2024
£000
2023
£000
Cash flows from financing activities
Net proceeds from issue of equity
167
7,097
Proceeds from borrowings
–
2,000
Repayment of borrowings
(1,123)
(1,627)
Capital payments in respect of leases
(545)
(217)
Interest paid in respect of leases
(80)
(31)
Interest received
41
4
Interest paid
(73)
(113)
Net cash flows from financing activities
(1,613)
7,113
Net increase in cash and cash equivalents
in the year
159
7,393
Foreign exchange adjustments
(198)
(410)
Cash and cash equivalents at beginning
of year
10,615
3,632
Cash and cash equivalents at end of year
10,576
10,615
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
69
1 Accounting policies
General information
Eagle Eye Solutions Group plc ('the Company’) is a public limited
company domiciled in the United Kingdom and was incorporated in
England & Wales with company number 8892109 on 12 February 2014.
The Company has its registered office at 5 New Street Square, London
EC4A 3TW. The principal places of business of the Group are its offices
in Guildford, Manchester and London and it also operates in France,
Canada, Australia, New Zealand, Singapore and the USA.
Basis of preparation
These consolidated financial statements have been prepared on
a going concern basis under the historical cost convention, and in
accordance with UK-adopted International Accounting Standards and
the International Financial Reporting Interpretations Committee (IFRIC)
interpretations issued by the International Accounting Standards Board
(IASB) that are effective or issued and early adopted as at the date of
these financial statements and in accordance with the provisions of the
Companies Act 2006.
Adjusted EBITDA and Direct profit (see Note 21) are presented as
the Directors consider these performance measures provide a more
accurate indication of the underlying performance of the Group and are
commonly used by City analysts and investors.
The preparation of financial statements requires management to
exercise its judgement in the process of applying accounting policies.
The areas involving a higher degree of judgement, or areas where
assumptions and estimates are significant to the financial information,
are disclosed in Note 2.
The presentational and functional currency of the Group is Sterling.
Results in these financial statements have been prepared to the
nearest £1,000.
New standards, amendments and interpretations issued but not
effective for the financial year beginning 1 July 2023 and not
early adopted
The IASB and IFRIC have issued the following relevant standards and
interpretations with effective dates as noted below:
Standard
Key requirements
Effective date
(for annual
periods beginning
on or after)
Amendments to IFRS
1 Presentation of
Financial Statements
The standard clarifies that the
classification of liabilities as current
or non-current should be based
on rights that exist at the end of
the reporting period. No impact is
expected on the results of the Group.
1 January
2024
Amendments to IAS
7 Statement of Cash
Flows and IFRS 7
Financial Instruments
The standard requires an entity to
provide additional disclosures about
its supplier finance arrangements.
Therefore, the quantity of accounting
policy disclosures may increase,
although no impact is expected on
the results of the Group.
1 January
2024
IFRS 18 Presentation
and Disclosure in
Financial Statements
The standard will replace IAS 1 and
aims to meet investor demand for
better, more comparable information
about companies’ performance.
Although the standard will not
change the accounting results of
the Group, additional disclosures,
in particular around management-
defined performance measures, will
be required.
1 January
2027
There are no other IFRSs, IFRIC interpretations or amendments that are
not yet effective that would be expected to have a material impact on
the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
70
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
1 Accounting policies continued
Going concern
As part of their going concern review the Directors have followed
the guidelines published by the Financial Reporting Council entitled
“Guidance on the Going Concern Basis of Accounting and Reporting on
Solvency and Liquidity Risks – Guidance for directors of companies that
do not apply the UK Corporate Governance Code”.
The Directors have prepared detailed financial forecasts and cash
flows looking 3 years beyond the date of these consolidated financial
statements. In developing these forecasts, the Directors have made
assumptions based upon their view of the current and future economic
conditions that will prevail over the forecast period.
On the basis of the above projections, the Directors are confident
that the Group has sufficient working capital and available funds to
honour all of its obligations to creditors as and when they fall due. In
reaching this conclusion, the Directors have considered the forecast
cash headroom, including the impact of the revolving credit facility
with HSBC Innovation Bank and the covenants associated with it,
its upcoming renewal, the resources available to the Group and the
potential impact of changes in forecast growth and other assumptions,
including the potential to avoid or defer certain costs and to reduce
discretionary spend as mitigating actions in the event of such changes.
Accordingly, the Directors continue to adopt the going concern basis in
preparing these consolidated financial statements.
Basis of consolidation
The consolidated financial statements consolidate those of the
Company and its subsidiary undertakings drawn up to 30 June each
year. Subsidiaries are entities where the Company has: power over the
entity; exposure, or rights, to variable returns from its involvement with
the entity; and the ability to use its power over the entity to affect the
amount of its returns. The Group generally obtains and exercises control
through voting rights.
Other than the results of Eagle Eye Solutions Limited which are
accounted for in accordance with the principles of merger accounting,
the results of subsidiaries acquired are consolidated from the date on
which control passed under the acquisition method. This involves the
recognition at fair value of the assets, liabilities and contingent liabilities
of the subsidiary at the acquisition date. These fair values are also used
as the bases for subsequent measurement in accordance with the
Group’s accounting policies.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Foreign currencies
Transactions in foreign currencies are initially recorded at the functional
currency rate for the relevant legal entity prevailing at the date of the
transactions. The assets and liabilities of entities with a non-Sterling
functional currency are expressed in Sterling using exchange rates
prevailing at the reporting date and the profit or loss for each such
entity is expressed in Sterling using exchange rates prevailing at the
date of the transaction.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
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71
1 Accounting policies continued
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable from contracts with customers for the provision of the Group’s services,
excluding any applicable sales taxes, and is recognised at the point that the performance obligations to the customer have been satisfied, as set
out below.
Products and Services
Nature and timing of satisfaction of performance obligations and significant payment terms
Development and set up fees
The Group uses an Agile methodology in its development. When delivering services to certain clients the nature of
this development is that the exact form and functionality of the final solution is agreed through consultation with
the client as the development progresses. In these circumstances, the development phase of the project which is
not integral to the provision of the basic Software as a Service (SaaS) solution is a separate performance obligation,
which is delivered over the period of development, with revenue recognised based on the number of hours worked.
In other cases, where the client has purchased the Group’s standard product, there is a single performance
obligation – the delivery of a SaaS solution. In these circumstances, the development and set up fees will be
recognised over the period from when the SaaS solution is launched to the client to the end of the contract period.
Subscription fees
Subscription fees covering, inter alia, licences, hosting and support services, form part of the SaaS performance
obligation and are recognised over time from when the SaaS solution is made available to the end of the
contract period. Generally for the provision of a SaaS solution, such revenue is recognised on a straight line basis.
Subscription fees are invoiced on a monthly, quarterly, bi-annual or annual basis. Where invoices are raised
in advance of the performance obligation being satisfied, a portion is recognised in deferred income in the
Statement of Financial Position.
Transactional fees
Transactional fees are linked to transactional volumes and are recognised as the transactions occur, due to the
inherent unpredictability of their timing and volume.
Where the services provided to a client represent a single performance obligation the entire transaction price is allocated to that performance
obligation. In determining the transaction price, consideration is given to any amounts collected on behalf of third parties, which are not included
within the transaction price, and whether there is any financing component. The Group’s credit terms offered to its clients mean that there is no
finance component to amounts charged to clients.
Where a contract covers multiple performance obligations, such as where the development phase of a project and the delivery of the SaaS solution
represent separate performance obligations, the transaction price for each individual performance obligation will be determined by considering a
number of factors including the stand alone selling price for the services provided to satisfy the performance obligation, any variable consideration
and the properties of any associated licences.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
1 Accounting policies continued
Cost of sales
The Group’s cost of sales includes costs directly attributable to distinct
sales including the cost of sending SMS messages, revenue share
agreements and outsourced bespoke development work.
Operating profit
Operating profit comprises the Group’s revenue for the provision of
services, less the costs of providing those services and administrative
overheads, including depreciation and amortisation of the Group’s non-
current assets.
Property, plant and equipment
Purchased property, plant and equipment is stated at cost less
accumulated depreciation and any provision for impairment losses.
Cost includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its
intended use. Depreciation is charged so as to write off the costs of
assets over their estimated useful lives, on the following bases:
Right of use assets
In line with term of lease
Computer equipment
2 to 3 years, straight-line
Office furniture and fittings
3 to 5 years, straight-line
The economic lives of assets are reviewed by the Directors on at least an
annual basis and are amended as appropriate.
Intangible assets
Goodwill
Goodwill arising on business combinations represents the difference
between the consideration for a business acquisition and the fair
value of the net identifiable assets acquired, less any accumulated
impairment losses. The consideration for a business acquisition
represents the fair value of assets given and equity instruments issued in
return for the assets acquired. Goodwill is not amortised but is subject to
an impairment review which is performed at least annually.
Costs to obtain contracts
The Group recognises the incremental costs of obtaining contracts with
customers as an asset if those costs are expected to be recoverable, and
records them in ‘intangible assets’ in the Consolidated Statement of
Financial Position. Incremental costs of obtaining contracts are those
costs that the Group incurs to obtain a contract with a customer that
would not have been incurred if the contract had not been obtained
and are amortised over the expected initial period of the client
relationship. The Group does not reinstate costs previously expensed
should the recognition criteria be met in a later period.
Internally-generated development intangible assets
An internally-generated development intangible asset arising from the
Group’s product development is recognised as intellectual property if,
and only if, the Group can demonstrate all of the following:
• the technical feasibility of completing the intangible asset so that it
will be available for use or sale
• its intention to complete the intangible asset and use or sell it
• its ability to use or sell the intangible asset
• how the intangible asset will generate probable future
economic benefits
• the availability of adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset
• its ability to measure reliably the expenditure attributable to the
intangible asset during its development
Internally-generated development intangible assets are amortised in
the statement of comprehensive income on a straight-line basis over
their estimated useful lives of 3 years.
Where no internally-generated intangible asset can be recognised,
research and development expenditure is recognised as an expense in
the period in which it is incurred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
73
1 Accounting policies continued
Contract fulfilment costs
The Group recognises the costs incurred in fulfilling future performance
obligations for contracts with customers, where those costs are directly
associated with the contract, as an asset if those costs are expected to
be recoverable, and records them in ‘other assets’ in the Consolidated
Statement of Financial Position. Costs associated with fulfilment of
future performance obligations are amortised over the period that those
specific performance obligations are performed.
Acquired intangible assets
On acquisition, specific intangible assets are identified and recognised
separately from goodwill and then amortised over their estimated
useful lives. These include items such as customer contracts and
intellectual property.
Impairment of non-current assets
The Group reviews the carrying amounts of its assets annually to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of
the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset
belongs. An intangible asset with an indefinite useful life is tested for
impairment at least annually and whenever there is an indication that
the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount of
the asset (or cash-generating unit) is reduced to its recoverable amount.
In the case of a cash-generating unit, any impairment loss is charged
first to any goodwill in the cash-generating unit and then pro rata to the
other assets of the cash-generating unit.
Financial instruments
Financial assets and financial liabilities are recognised in the
consolidated Statement of Financial Position when the Group becomes
party to the contractual provisions of the instrument. Financial assets
are de-recognised when the contracted rights to the cash flows from
the financial asset expire or when the contracted rights to those
assets are transferred. Financial liabilities are de-recognised when the
obligation specified in the contract is discharged, cancelled or expired.
Financial assets
(a) Trade and other receivables
Trade and other receivables are recognised initially at their fair value and
then at amortised cost using the effective interest method. Appropriate
provisions for estimated irrecoverable amounts are recognised in the
statement of comprehensive income when there is objective evidence
that the assets are impaired. The impairment methodology applied
depends on whether there has been a significant increase in credit
risk. For trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits held on call with banks. The Group does not consider cash
received on behalf of and due to the Group’s clients as cash and cash
equivalents. These amounts are held within other debtors.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
1 Accounting policies continued
Financial instruments continued
Financial liabilities and equity
(c) Trade and other payables
Trade payables are recognised initially at their fair value and then
amortised cost.
(d) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs
incurred. Borrowings are subsequently measured at amortised cost.
(e) Lease liabilities
Lease liabilities are initially recognised at the present value of the lease
payments and then at amortised cost.
(f) Equity instruments
An equity instrument is any contract that evidences a residual interest
in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds
received, net of issue costs.
Leases
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract is a lease, the
Group assesses whether:
• The contract involves the use of an identified asset;
• The Group has the right to obtain substantially all of the economic
benefits from use of the asset throughout the period of use; and
• The Group has the right to direct the use of the asset. The Group
has this right when it has the decision-making rights that are most
relevant to changing how and for what purpose the asset is used.
At inception or on reassessment of a contract that contains a lease
component, the Group allocates the consideration in the contract to
each lease component on the basis of their relative stand-alone prices.
The Group recognises a right-of-use asset and a lease liability at the
lease commencement date. The right-of-use asset is initially measured
at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or before the commencement date,
plus any initial direct costs incurred.
The right-of-use asset is subsequently depreciated using the straight-
line method from the 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
estimated useful lives of right-of-use assets are determined on the same
basis as those of property, plant and equipment.
The lease liability is initially measured at the present value of the lease
payments, discounted using the interest rate implicit in the lease, or
if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Lease payments included in the measurement of the
lease liability comprise the contracted fixed payments.
The lease liability is measured at amortised cost using the effective
interest method. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate or if the Group
changes its assessment of whether it will exercise an extension or
termination option. When the lease liability is remeasured in this way,
a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in profit or loss if the carrying amount
of the right-of-use asset has been reduced to £nil.
Short term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases that have a minimum lease term of 12
months or less and leases of low-value assets which the Group considers
to be any lease for an asset with a cost of less than £5,000. The Group
recognises the lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
75
1 Accounting policies continued
Employee benefits
The Group operates a defined contribution auto-enrolment personal
pension scheme for UK employees of the Group. The assets of
the scheme are held separately from those of the Group in an
independently administered fund. The pension costs charged in the
income statement are the contributions payable to the scheme in
respect of the accounting period.
Current and deferred income tax
Current tax
The tax currently payable is based on taxable profit or loss for the year
in each territory. Taxable profit or loss differs from the profit or loss for
the financial year as reported in the statement of total comprehensive
income because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never
taxable or deductible. The Group’s liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the
reporting date.
The UK Research & Development tax credit is accounted for under the
SME tax credit scheme, with the credit due being deducted from the tax
expense for the period.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in
the consolidated financial statements and the corresponding tax bases
used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that
it is probable that future taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than
in a business combination) of other assets and liabilities in a transaction
that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in
the period when the liability is settled or the asset is realised based on
tax laws and rates that have been enacted or substantively enacted at
the reporting date. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited in other
comprehensive income, in which case the deferred tax is also dealt with
in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax assets
and liabilities on a net basis.
Share-based payments
The Company issues equity-settled share-based remuneration to certain
employees as consideration for services. Equity-settled share-based
payments are measured at fair value at the date of grant by reference
to the fair value of the equity instruments granted calculated using
the Black-Scholes or Monte Carlo models as appropriate. The fair value
determined at the grant date of equity-settled share-based payments
is recognised as an expense over the vesting period on a straight-line
basis, based on the Group’s estimate of the number of instruments
that will eventually vest with a corresponding adjustment to equity.
The expected life used in the valuation, based on the Directors’ best
estimate, takes account of the effect of non-transferability, exercise
restrictions, and behavioural considerations.
Non-vesting and market vesting conditions are taken into account
when estimating the fair value of the options at grant date. Service and
non-market vesting conditions are taken into account by adjusting the
number of options expected to vest at each reporting date.
When the options are exercised the Company issues new shares. The
proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
1 Accounting policies continued
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has
been identified as the Board of Directors that makes strategic decisions.
Equity
Equity comprises the following:
• Share capital, representing the nominal value of issued shares of
the Company;
• Share premium, representing the excess over the nominal value of
the fair value of consideration received for shares, net of expenses of
the share issue;
• Merger reserve, representing the excess of the Company’s investment
over the nominal value of Eagle Eye Solutions Limited’s shares
acquired using the principles of merger accounting;
• Share option reserve, representing the cost of equity-settled share-
based payments until such share options are exercised or lapse; and
• Retained losses.
2 Critical accounting estimates and judgements
The preparation of these consolidated financial statements requires
the Directors to make judgements and estimates that affect the
reported amounts of assets and liabilities at each reporting date and the
reported amounts of revenue during the reporting periods. Estimates
and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events
that are believed to be reasonable under the circumstances. Actual
results could differ from these estimates. Information about such
judgements and estimations are contained in individual accounting
policies. The key judgements and sources of estimation uncertainty that
could cause an adjustment to be required to the carrying amount of
assets or liabilities within the next accounting period are outlined next
on pages 77 to 79.
Capitalisation of internally-generated intangible assets
Careful judgement by the Directors is applied when deciding whether
the recognition requirements as defined within IAS 38 Intangible
Assets for development costs have been met. This is necessary as the
economic success of any product development is uncertain until such
time as technical viability has been proven and commercial supply
agreements are likely to be achieved. Judgements are based on the
information available at each reporting date which includes contracts
signed, pipeline conversations and results of QA testing. In addition, all
internal activities related to research and development of new products
are continuously monitored by the Directors through the Product
Board. The Directors exercise judgement in determining the costs to be
capitalised and will use estimates to determine the useful economic life
to be applied to the asset.
Impairment of internally-generated intangible assets
The Group reviews the carrying value of its assets annually to determine
whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists a review of the
recoverable value of the asset is performed. This review involves the use
of judgement to consider the future projected income streams that
will result from the aforementioned costs. The expected future cash
flows are modelled and discounted over the estimated expected life
of the assets in order to test for impairment. In the years represented
in these consolidated financial statements no impairment charge was
recognised as a result of these reviews. The carrying value of internally
generated intangible assets at 30 June 2024 is £8.6m (2023: £7.0m).
Impairment of goodwill
The Group determines whether goodwill arising on acquisitions is
impaired at least on an annual basis. This requires an estimation of
the ‘value in use’ of the cash-generating units to which the goodwill
is allocated. Estimating a value in use amount requires the Directors
to make an estimate of the expected future cash flows from the cash-
generating unit and also to choose a suitable discount rate in order to
calculate the present value of those cash flows.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
77
2 Critical accounting estimates and judgements continued
Impairment of goodwill continued
The Group’s patented, proprietary technology and service offering are
unique and there are therefore no direct competitors against whom
forecast growth and discount rates can be compared. Therefore the
growth and discount rates are selected based on comparison with
those of the Group’s partners and those companies that the Group is
compared with by City analysts and investors.
The actual cash flows may be different from the Directors’ estimates,
which could impact the carrying value of the goodwill and therefore
operating results negatively. The carrying value of goodwill at
30 June 2024 is £6.0m (2023: £6.1m).
Revenue recognition
Revenue is measured based on the consideration specified in a contract
with a client and is recognised when the performance obligations
specified in a contract are transferred to a client, which may be at a
point in time or over time.
For the Group’s largest clients, the initial stage of engagement will often
include scoping and rescoping of the solution, working in consultation
with our clients under an agile methodology. In this case revenue for
the implementation services will be recognised as the scoping and
development of the solution is completed. Otherwise, the performance
obligation is the delivery of a SaaS solution and the implementation
is an integral part of this. The associated revenue will therefore be
recognised over the period that the service is live, post implementation.
Therefore the Directors must exercise their judgement in determining
those instances where the implementation services form a separate
performance obligation for the client.
Revenue related to implementation services in the year to 30 June
2024 was £10.2m (2023: £8.6m). Once a service is live for a client there is
generally only one performance obligation – the provision of the SaaS
solution. This meets the criteria to be recognised over time and, because
the SaaS solution should be provided on a continuing basis, the Directors
have exercised their judgement that it is appropriate to recognise this
revenue on a straight-line basis, reflecting the passage of time.
Contract costs
Costs associated with winning new contracts, such as sales commission
for the Group’s ‘Win’ sales team, are capitalised within intangible
assets and amortised over the longer of the contract period or the
expected term of the client relationship, where significant further costs
are not expected to be incurred for renewal. Costs associated with
implementation of the Group’s SaaS solution are capitalised as Contract
fulfilment costs and amortised over the period of the performance
obligation. The Directors exercise judgement in determining the costs to
be capitalised and use estimates to determine the expected term of the
client relationship. Contract costs capitalised in the year to 30 June 2024
were £3.8m (2023: £2.8m).
Share-based payment charge
The Group issues share options and other share-based incentives to
certain employees. The Black Scholes and Monte Carlo models are
used to calculate the appropriate charge for these options. The choice
and use of this model to calculate a charge involves using a number
of estimates and judgements to establish the appropriate inputs
to be entered into the model, covering areas such as the use of an
appropriate risk-free interest rate and dividend rate, exercise restrictions
and behavioural considerations. A significant element of judgement
is therefore involved in the calculation of the charge. In addition, the
Directors estimate the percentage of options that are expected to
vest considering the likelihood of achieving performance targets and
employee churn rates. Should more options vest than estimated the
charge would increase.
The total charge recognised in the year to 30 June 2024 is £2.8m
(2023: £2.4m). Further information on share options can be found
in Note 18.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
2 Critical accounting estimates and judgements continued
Deferred tax asset recognition
The Directors’ judgement is required to determine the amount of tax
assets that can be recognised, based upon the likely timing and level of
future taxable profits together with an assessment of the effect of future
tax planning strategies. With the Group’s increase in EBITDA and strong
pipeline to promote further growth, a larger proportion of tax losses
brought forward are now expected to be realisable and therefore in the
judgement of the Directors meet the ‘probable’ definition criteria for an
asset within IAS 12. The value of the unrecognised tax losses at 30 June
2024 was £8.6m (2023: £12.0m). The value of the deferred tax asset not
recognised at 30 June 2024 was £2.2m (2023: £3.0m). The deferred tax
asset is valued at £8.5m (2023: £1.6m) was recognised for tax losses
carried forward. Further information on the Group’s deferred tax position
can be found in Note 15.
3 Segmental analysis
The Group is organised into two principal operating divisions for
management purposes. These reflect the organic Eagle Eye business
and the EagleAI business acquired in 2023. All non-current assets are
held in the United Kingdom, other than the right of use asset relating
to the lease for the Paris office of EagleAI and capitalised intellectual
property of EagleAI.
Organic
2024
£000
EagleAI
2024
£000
Total
2024
£000
Organic
2023
£000
EagleAI
2023
£000
Total
2023
£000
Revenue
43,309
4,424
47,733
40,862
2,212
43,074
Cost of sales
(1,283)
–
(1,283)
(2,091)
–
(2,091)
Gross profit
42,026
4,424
46,450
38,771
2,212
40,983
Adjusted
operating costs
(31,037)
(4,153) (35,190) (30,060)
(2,134) (32,194)
Adjusted
EBITDA
10,989
271
11,260
8,711
78
8,789
Revenue is analysed as follows:
Service
2024
£000
2023
£000
Development and set up fees
10,249
8,563
Subscription and transaction fees
37,484
34,511
47,733
43,074
Product
2024
£000
2023
£000
AIR revenue
41,911
38,440
EagleAI revenue
4,424
2,212
Messaging revenue
1,398
2,422
47,733
43,074
Timing
2024
£000
2023
£000
Services transferred over time
47,733
43,074
In the year to 30 June 2024, revenue from three of the Group’s
customers represented more than 10% of the Group’s revenue. Revenue
related to those customers was £9.8m, £5.9m and £4.8m respectively.
In the year to 30 June 2023, revenue from two of the Group’s customers
represented more than 10% of the Group’s revenue. Revenue related to
those customers was £8.9m and £6.0m respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
79
3 Segmental analysis continued
All revenues are from external customers. Continuing revenues can
be attributed to the following geographical locations, based on the
customers’ location:
2024
£000
2023
£000
United Kingdom
15,614
16,076
France
3,014
1,530
United States
16,185
15,159
Canada
7,074
6,163
Australia
5,036
3,772
Rest of Europe
152
59
Rest of Asia Pacific
658
315
47,733
43,074
All international territories have demonstrated growth year on year; the
decline in the United Kingdom reflects a reduction in revenue earned
from the expected reduction in Messaging and from Sainsbury’s as this
contract reached the end of its lifecycle.
The amount of revenue recognised in 2024 from performance obligations
satisfied (or partially satisfied) in previous periods is £nil (2023: £nil).
Transaction price allocated to the remaining
performance obligation
The following table includes revenue expected to be recognised in
the future related to performance obligations that are unsatisfied
(or partially unsatisfied) at the reporting date.
2025
£000
2026
£000
2027
£000
Total
£000
Development and set up fees
5,497
1,805
950
8,252
Subscription fees
36,052
5,056
2,460
43,568
41,549
6,861
3,410
51,820
No consideration from contracts with customers is excluded from the
amounts presented above.
4 Operating profit/(loss)
Operating profit/(loss) is stated after charging to the statement of
comprehensive income:
2024
£000
2023
£000
Depreciation of owned tangible assets
244
219
Depreciation of right of use assets
474
268
Amortisation of intangible assets
5,053
3,771
Amortisation of contract fulfilment costs
3,127
1,426
Net employee costs (see Note 5)
23,017
20,836
IT infrastructure costs
9,559
8,065
Expenses relating to short-term leases
210
243
Auditor’s remuneration
Audit of parent and consolidated accounts
51
63
Audit of the Company’s subsidiaries
67
67
Non-audit services
Other non-audit services1
33
33
Research and development
168
677
1. Other non-audit services includes ISAE 3402 compliance costs of £32,500 (2023: £32,500).
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
5 Particulars of staff
The average number of persons employed by the Group, including
Executive Directors, during the year was:
2024
No
2023
No
Product development
81
73
Operations
117
97
Sales and administration
59
52
257
222
The aggregate payroll costs of these persons were:
2024
£000
2023
£000
Wages and salaries
22,997
20,985
Share-based payment charge
2,835
2,426
Social security costs
2,909
2,154
Pension costs – defined contribution plan
988
715
29,729
26,280
Less: amounts capitalised as intellectual property
(2,942)
(2,605)
Less: amounts capitalised as contract costs
(3,770)
(2,839)
23,017
20,836
Key management remuneration
Remuneration of the key management team, which includes the
executive leadership team including Directors, during the year was
as follows:
2024
£000
2023
£000
Aggregate emoluments including short-term
employee benefits
2,453
3,115
Share-based payment charge
2,399
1,968
Pension costs – defined contribution plan
43
46
Social security costs
336
419
5,231
5,548
Directors’ remuneration
Remuneration of Directors during the year was as follows:
2024
£000
2023
£000
Aggregate emoluments including short-term
employee benefits
1,644
2,008
Pension costs – defined contribution plan
13
20
1,657
2,028
The remuneration of the highest paid Director during the year was:
2024
£000
2023
£000
Aggregate emoluments including short-term
employee benefits
671
858
The remuneration of individual Directors is disclosed in the Remuneration
Report on page 47 to 55. Retirement benefits are accruing to two
(2023: two) Directors. Other than as stated in the Remuneration Report,
there were no other share options exercised or gains made on exercise of
share options by Directors during the year (2023: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
81
6 Finance income and expense
2024
£000
2023
£000
Interest receivable on bank deposits
41
30
2024
£000
2023
£000
Interest payable on facilities
73
139
Interest on lease liability
80
31
153
170
7 Taxation
2024
£000
2023
£000
Current tax
UK Corporation tax at 25.00% (2023: 20.50%)
–
–
Overseas tax
164
(453)
Adjustments in respect of prior years
37
–
201
(453)
Deferred tax
In respect of current year
(4,414)
414
In respect of prior years
(802)
(1,909)
(5,216)
(1,495)
Tax credit on (loss)/profit for the period
(5,015)
(1,948)
2024
£000
2023
£000
Tax reconciliation
Profit/(loss) before tax
719
(760)
Tax using UK corporation tax rate of 25.00%
(2023: 20.50%)
180
(156)
Non-deductible expenses
213
260
Variance in overseas tax rates
268
–
Employee share acquisition relief
–
(629)
Share-based payments
352
498
Temporary timing differences
–
397
Overseas tax
(1,455)
(480)
Unrelieved tax losses
(3,334)
(1,749)
Change in deferred tax rate
–
(269)
Adjustment in respect of prior years
(1,090)
–
Research and development tax credit claim
(149)
180
Tax credit on (loss)/profit for the period
(5,015)
(1,948)
The improvement in underlying profitability during the year, in
particular in the UK, has allowed the Group to forecast the further
recovery of taxable losses brought forward from prior years with more
certainty which has resulted in an increase in the deferred tax asset of
£6.8m, reflecting historic losses brought forward now being recognised.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
8 Earnings per share
The calculation of basic earnings per share is based on the result
attributable to ordinary shareholders divided by the weighted average
number of ordinary shares in issue during the year. The calculation of
diluted earnings per share is based on the result attributable to ordinary
shareholders divided by the weighted average number of shares in
issue during the year, diluted for the effect of options being converted to
ordinary shares. Basic and diluted earnings per share from continuing
operations is calculated as follows:
2024
2023
Earnings
per share
pence
Profit
£000
Weighted
average
number of
ordinary
shares
Earning
per share
pence
Profit
£000
Weighted
average
number of
ordinary
shares
Basic earnings
per share
19.47 5,734 29,447,934
4.25
1,188
27,942,991
Diluted earnings
per share
17.36 5,734
33,023,177
3.79
1,188
31,380,031
9 Intangible assets
Goodwill
£000
Costs to
obtain
contracts
£000
Customer
contracts
£000
Intellectual
property
£000
Total
£000
Cost
At 1 July 2022
2,664
1,027
–
18,140
21,831
Additions
–
284
–
2,605
2,889
Acquisitions
3,451
–
8,582
1,644
13,677
At 30 June 2023
6,115
1,311
8,582
22,389
38,397
Additions
–
593
–
2,942
3,535
Foreign exchange
movement
(136)
–
–
–
(136)
At 30 June 2024
5,979
1,904
8,582
25,331
41,796
Amortisation
At 1 July 2022
–
575
–
14,593
15,168
Charge for the year
–
247
1,038
2,486
3,771
At 30 June 2023
–
822
1,038
17,079
18,939
Charge for the year
–
474
1,677
2,902
5,053
At 30 June 2024
–
1,296
2,715
19,981
23,992
Net book value
At 30 June 2024
5,979
608
5,867
5,350
17,804
At 30 June 2023
6,115
489
7,544
5,310
19,458
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
83
9 Intangible assets continued
The Group’s intellectual property relates to:
1) its internally developed AIR platform;
2) the acquired intellectual property of 2ergo Limited which consisted
of a then stand-alone messaging platform and an app and customer
interface loyalty solution, both of which have now been integrated
within the AIR platform; and
3) the acquired intellectual property of EagleAI (formerly Untie Nots SAS).
Costs to obtain contracts relates to the incremental costs of obtaining
contracts which would not have otherwise been incurred.
The Group’s goodwill relates to its acquisition of 2ergo Limited on
16 April 2014 and EagleAI (formerly Untie Nots SAS) on 3 January 2023.
Following the successful integration of the acquired 2ergo business, the
Group has one identifiable cash generating unit in the UK. An annual
impairment review of the goodwill arising on the 2ergo acquisition
has therefore been performed for the UK cash generating unit. The
recoverable value of the unit has been based on its value in use.
Although taking advantage of central Group resources and in particular
the experience and processes of the Group’s sales and marketing team,
the EagleAI business is still able to be identified as a separate cash
generating unit. The recoverable value of the unit has been based on
its value in use.
The cash flow projections, which were based on 3 year forecasts
approved by the Directors and then extended to cover a 5 year period
with a terminal value assumed, supported the carrying value of goodwill
and the Group’s intellectual property with no impairment required.
2024
Cash generating unit
Carrying value of
goodwill
£000
Period over which
cash flows have
been projected
Growth rate
beyond
management
approved
forecasts
Pre-tax
discount rate
for cash flow
projections
UK
2,664
5 years
2.0%
13%
EagleAI
3,315
5 years
2.0%
13%
2023
Cash generating unit
Carrying value of
goodwill
£000
Period over which
cash flows have
been projected
Growth rate
beyond
management
approved
forecasts
Pre-tax
discount rate
for cash flow
projections
UK
2,664
5 years
2.0%
13%
EagleAI
3,451
5 years
2.0%
13%
As the acquired 2ergo business is fully integrated, the smallest cash
generating unit which the goodwill for that unit relates to is the UK cash
generating unit.
The key assumptions underlying the forecast are the continued
success in winning new business and the discount rate applied. These
assumptions are based on management’s experience, the current
pipeline and the historical success of the cash-generating unit. As the
Group’s SaaS AIR platform is a unique solution in the marketplace
there are no directly comparable companies to compare against when
estimating the discount and growth rates to be applied. The rates
chosen are estimated considering those used by the Group’s partners,
other entities that the Group is compared with by City analysts and
investors and other entities with similar characteristics to the Group.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
9 Intangible assets continued
The key assumptions underlying the forecast for the EagleAI cash
generating unit are the continued success in winning new business
and the discount rate applied. These assumptions are based on
management’s experience and the current pipeline, including the
impact of being able to cross-sell into existing Eagle Eye customers,
plus the access to new markets made capable by Eagle Eye’s
international presence. As the EagleAI SaaS platform is a unique
solution in the marketplace there are no directly comparable companies
to compare against when estimating the discount and growth rates to
be applied. The rates chosen are therefore the same as for the UK cash
generating unit.
The forecasts for both of the units provide sufficient headroom over
the value of goodwill and intangible assets attributed to each cash-
generating unit. No reasonable change in assumptions would lead
to an impairment and therefore no sensitivities have been disclosed.
The Group has no intangible assets with indefinite useful lives other
than goodwill.
10 Contract fulfilment costs
2024
£000
2023
£000
At 1 July
2,562
1,433
Additions
3,175
2,555
Amortisation
(3,127)
(1,426)
At 30 June
2,610
2,562
Costs to fulfil contracts are charged to the income statement as
amortisation over the period of satisfaction of the performance
obligations that those costs relate to.
11 Property, plant and equipment
Right of use
assets
£000
Computer
equipment
£000
Office
furniture and
fittings
£000
Total
£000
Cost
At 1 July 2022
1,497
874
311
2,682
Additions
853
171
–
1,024
Acquisitions
209
14
–
223
Disposals
(175)
(6)
–
(181)
At 30 June 2023
2,384
1,053
311
3,748
Additions
103
346
–
449
Disposals
(287)
–
(50)
(337)
At 30 June 2024
2,200
1,399
261
3,860
Depreciation
A1 1 July 2022
1,051
649
298
1,998
Charge for the year
268
210
9
487
Disposals
(175)
(6)
–
(181)
At 30 June 2023
1,144
853
307
2,304
Charge for the year
474
240
4
718
Disposals
(287)
–
(50)
(337)
At 30 June 2024
1,331
1,093
261
2,685
Net book value
At 30 June 2024
869
306
–
1,175
At 30 June 2023
1,240
200
4
1,444
There is only one class of Right of Use assets, being Buildings (see Note 19).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
85
12 Trade and other receivables
2024
£000
2023
£000
Trade receivables
7,457
7,716
Less: Provision for expected credit losses
(299)
(173)
7,158
7,543
Prepayments
1,379
1,378
Accrued income
1,106
1,315
Other assets
706
849
10,349
11,085
The ageing of trade receivables that were not impaired at 30 June was:
2024
£000
2023
£000
Not past due
5,919
7,358
Up to 3 months past due
1,025
38
More than 3 months past due
214
147
7,158
7,543
Accrued income and other receivables are not past due
(2023: not past due).
The Group trades only with recognised, credit-worthy third parties.
Receivable balances are monitored on an ongoing basis with the
aim of minimising the Group’s exposure to credit losses. The Group
has reviewed in detail all items comprising the above not past due
and overdue but not impaired trade receivables to ensure that no
impairment exists. In addition to assessing the recoverability of
each debt invoice individually, the Group also assesses whether it is
appropriate to make any general provision for expected credit losses
taking into account such factors as historic collection rates and the
general economic conditions for clients in each of the sectors the
Group serves.
As at 30 June 2024, trade receivables of £299,000 (2023: £173,000) were
impaired and provided for. £124,000 of these were more than 3 months
old (2023: £167,000 more than 3 months old). The amount of the
provision was £299,000 as at 30 June 2023 (2023: £173,000). Movements
on the provision for impairment of trade receivables are as follows:
2024
£000
2023
£000
At 1 July
173
158
Receivables written off during the year
(97)
–
Provision for expected credit losses charged
223
15
At 30 June
299
173
The other classes within trade and other receivables do not contain
impaired assets. The maximum exposure to credit risk for trade and
other receivables at the reporting date is the carrying value of each class
of receivable disclosed above.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
12 Trade and other receivables continued
Significant changes in the accrued income balances during the period
are as follows:
2024
£000
2023
£000
At 1 July
1,315
802
Transfers from accrued income recognised at
the beginning of the period to receivables
(1,288)
(802)
Increases as a result of progress made against
performance obligations, excluding amounts
invoiced during the year
1,079
1,315
At 30 June
1,106
1,315
The carrying amounts of the Group’s trade and other receivables are
denominated in the following currencies:
2024
£000
2023
£000
Sterling
4,813
4,708
Canadian Dollars
492
820
Australian Dollars
703
221
US Dollars
2,497
3,767
New Zealand Dollars
3
3
Euros
1,841
1,566
10,349
11,085
13 Trade and other payables
2024
£000
2023
£000
Current
Trade payables
3,014
3,212
Accruals
5,217
7,034
Lease liabilities
522
491
Deferred income
504
1,068
Other liabilities
1,326
1,793
Deferred consideration on acquisition of
EagleAI
–
654
10,583
14,252
Non-current
Lease liabilities
412
805
Contingent consideration on acquisition of
EagleAI
–
1,326
412
2,131
The deferred consideration on the acquisition of EagleAI related to
amounts due following the finalisation of certain tax affairs related to
the period prior to the acquisition and were paid on 3 July 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
87
13 Trade and other payables continued
Significant changes in the deferred income balances during the period
are as follows:
2024
£000
2023
£000
At 1 July
6,824
4,117
Revenue recognised that was included
in the deferred income balance at the
beginning of the year
(4,154)
(2,079)
Increases due to cash received, excluding
amounts recognised as revenue during
the year
3,763
4,786
At 30 June
6,433
6,824
The carrying amounts of the Group’s trade and other payables are
denominated in the following currencies:
2024
£000
2023
£000
Sterling
14,270
15,664
Euros
1,027
3,432
Canadian Dollars
663
615
Australian Dollars
685
741
New Zealand Dollars
7
10
US Dollars
312
1,677
16,964
22,139
14 Financial liabilities
2024
£000
2023
£000
Borrowings due within one year
122
1,102
Borrowings due in more than one year
50
197
172
1,299
The £5.0m revolving credit facility from HSBC Innovation Bank expires in
November 2024, with an additional £2.5m available, subject to credit
approval at the time, should there be an appropriate investment
opportunity. The Group is currently well advanced in the renewal of the
facility. As at 30 June 2024 the facility was undrawn (2023: £1.0m drawn
down). As security for the facility, HSBC Innovation Bank holds fixed and
floating charges over the assets of the Group, including the intellectual
property and trade debtors of the Group.
EagleAI holds fixed term capital repayment loans with outstanding
amounts at 30 June 2024 of €80,000 with BPI (30 June 2023: €160,000)
and €123,000 with BNP Paribas (30 June 2023: €187,000).
15 Deferred tax asset
The elements of deferred taxation are as follows:
2024
£000
2023
£000
Accelerated capital allowances and
intellectual property
(496)
157
Tax losses
(4,230)
(1,783)
Share-based payments
(3,699)
–
Other timing differences
(14)
–
IFRS 16 Right of use assets
217
–
IFRS 16 Lease liabilities
(233)
–
(8,455)
(1,626)
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
88
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
15 Deferred tax asset continued
Movement in deferred tax:
Other
timing
differences
£000
Share
based
payments
£000
Accelerated
capital
allowances &
intellectual
property
£000
Tax losses
£000
Total
£000
At 1 July 2022
–
–
(203)
334
131
Credited to income
statement
–
–
46
1,449
1,495
At 30 June 2023
–
–
(157)
1,783
1,626
Credited to income
statement
3
2,150
517
1,744
4,414
Prior year adjustments
11
–
152
639
802
Deferred tax in equity
–
1,549
–
64
1,613
At 30 June 2024
14
3,699
512
4,230
8,455
No deferred tax asset is recognised for unused tax losses and
deferred taxation arising on share options across the Group of £8.6m
(2023: £12.0m) due to uncertainty over the timing of their recovery.
16 Financial instruments and financial risk management
The Group is exposed to a variety of financial risks that arise from its use
of financial instruments: credit risk, liquidity risk, foreign exchange risk
and capital risk.
Principal financial instruments
The principal financial instruments used by the Group from which
financial instrument risk arises are as follows:
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
• Financial liabilities
2024
£000
2023
£000
Financial assets
Trade and other receivables
8,264
9,031
Cash and cash equivalents
10,576
10,615
18,840
19,646
Financial liabilities
Trade and other payables
9,597
14,019
Financial liabilities, including leases
1,106
2,595
10,703
16,614
Management believe that the fair values of all financial assets and
financial liabilities equals their carrying value.
Disclosures in respect of the Group’s financial risks are set out on pages
90 and 91.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
89
16 Financial instruments and financial risk management
continued
Financial risk management
The Group’s overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from trade receivables from customers
and cash deposits with financial institutions. The Group’s exposure to
credit risk is influenced mainly by the individual characteristics of each
customer. Credit checks are performed on new and potential customers
and receivable balances are monitored on an ongoing basis with the
aim of minimising the Group’s exposure to bad debt. The Directors
consider the above measures to be sufficient to control the credit
risk exposure.
The Group gives careful consideration to which organisations it uses for
its banking services in order to minimise credit risk. Under the Group’s
treasury policy, limits are in place on the proportion of the Group’s funds
which can be placed with any one banking institution. In addition,
as well as being amongst the largest banks in each territory, those
institutions must have a minimum A- long term rating.
At the reporting date, the Group’s cash held on short-term deposit with
Investec Bank plc in the United Kingdom was £0.2m (2023: £0.9m),
with HSBC Bank plc in the United Kingdom was £2.3m (2023: £0.8m),
with HSBC Innovation Bank was £1.8m (2023: £4.0m), with HSBC Bank
Canada in Canada was £nil (2023: £2.0m), with RBC Royal Bank in
Canada was £1.7m (2023: £nil), with First Citizens Bank in the United
States of America was £0.8m (2023: £0.2m), with Bank of America in the
United States of America was £2.0m (2023: £nil), with Mercury in the
United States of America was £0.2m (2023: £0.4m), with BNP Paribas
in France was £1.0m (2023: £0.7m) with ANZ Bank in New Zealand
was £0.2m (2023: £0.2m) and with ANZ Bank in Australia was £0.4m
(2023: £1.3m).
The carrying amount of financial assets recorded in the consolidated
financial statements represents the Group’s maximum exposure
to credit risk without taking into account the value of any collateral
obtained. In the Directors’ opinion there have been no impairments of
financial assets in the period, other than in relation to trade receivables
written off of £0.1m (2023: £nil). The Group’s trade receivables and
contract assets do not contain significant financing components
and therefore the Group uses the Simplified Approach to calculating
expected credit losses under IFRS 9. The size of the bad debt provision
at 30 June 2024 has been amended to reflect any disputes or delays in
collection in the year.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group manages its cash
flows to ensure that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or damage to the Group’s reputation.
The Group has maintained its facility with HSBC Innovation Bank
(formerly Silicon Valley Bank UK Ltd) and has a £5m revolving credit
facility, secured on the Group’s assets, with an additional £2.5m available,
subject to credit approval at the time, should there be an appropriate
investment opportunity. The Group is currently well advanced in the
renewal of the facility. At 30 June 2024, the facility was unutilised
(30 June 2023: £1.0m utilised), leaving headroom of £5.0m.
The Directors manage liquidity risk by regularly reviewing the Group’s
cash requirements by reference to short-term cash flow forecasts and
medium-term working capital projections prepared by management.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
16 Financial instruments and financial risk management
continued
Financial risk management continued
Foreign exchange risk
Activities in each foreign currency are funded as much as possible
through operating cash flows, mitigating foreign exchange risk. Funds
held in foreign currencies and not required for operating expenses in
the local currency are converted to Sterling as appropriate taking into
consideration prevailing foreign exchange rates at the time of receipt
and the Group’s hedging of future foreign currency cash flows through
the use of participating forward contracts. There were no outstanding
hedges at 30 June 2024 (2023: none). The Group’s revolving credit facility
is denominated in Sterling. The Group has the following cash and cash
equivalent deposits:
2024
£000
2023
£000
Sterling
3,832
2,218
Euros
1,084
722
Canadian Dollars
1,657
2,004
Australian Dollars
575
1,467
US Dollars
3,217
3,912
New Zealand Dollars
211
292
10,576
10,615
The gross value of receivables and payables by currency is disclosed
in Notes 12 and 13 respectively. The Group has the following net other
financial instruments:
2024
£000
2023
£000
Sterling
(3,546)
(7,500)
Euros
(69)
(2,240)
Canadian Dollars
327
296
Australian Dollars
(400)
(428)
US Dollars
2,038
2,284
Singapore Dollars
30
–
New Zealand Dollars
8
5
(1,612)
(7,583)
A 5% strengthening in the currency translation rate between Sterling
and overseas currencies would have the following effect on the Group’s
net assets and profit before tax:
Canadian Dollars
2024
£000
2023
£000
Net assets
(71)
(105)
Profit/(loss) before tax
(25)
(7)
Australian Dollars
2024
£000
2023
£000
Net assets
(31)
(48)
Profit/(loss) before tax
(1)
(4)
US Dollars
2024
£000
2023
£000
Net assets
(246)
(307)
Profit/(loss) before tax
(241)
(15)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
91
16 Financial instruments and financial risk management
continued
Financial risk management continued
Foreign exchange risk continued
Euros
2024
£000
2023
£000
Net assets
(111)
(602)
Profit/(loss) before tax
(34)
1
New Zealand Dollars
2024
£000
2023
£000
Net assets
(8)
(11)
Profit/(loss) before tax
13
21
Maturity of financial assets and liabilities
All of the Group’s financial assets and financial liabilities at each
reporting date are either receivable or payable within one year, other
than in respect of the Group’s leases (see Note 19) and therefore the fair
value of those financial assets and liabilities equals their carrying value.
Capital management
The Group’s capital structure is comprised of shareholders’ equity and
debt raised through the revolving credit facility with HSBC Innovation
Bank. The objective of the Group when managing capital is to maintain
adequate financial flexibility to preserve its ability to meet its financial
obligations, both current and long term. The capital structure is
managed and adjusted to reflect changes in economic conditions.
The Group funds its expenditures on commitments from existing cash
and cash equivalent balances, primarily received from operating cash
flows, issuances of shareholders’ equity and from the revolving credit
facility with HSBC Innovation Bank. There are no externally imposed
capital requirements. Financing decisions are made by the Directors
based on forecasts of the expected timing and level of capital and
operating expenditure required to meet the Group’s commitments and
development plans.
17 Share capital and reserves
The authorised share capital of the Company at 30 June 2024 is
29,613,336 ordinary shares of 1p each.
Number of shares
issued and fully paid
£000
Share capital
£000
Share premium
£000
At 1 July 2022
26,422,111
264
17,685
Issue of share capital
2,835,293
29
12,525
Issue costs
–
–
(285)
At 30 June 2023
29,257,404
293
29,925
Issue of share capital
355,932
3
164
At 30 June 2024
29,613,336
296
30,089
On 25 September 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 18,096.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
92
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
17 Share capital and reserves continued
On 23 October 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 16,886.
On 3 November 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 100,000.
On 18 January 2024, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 218,650.
On 22 March 2024, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 2,300.
Merger reserve
The acquisition of its principal subsidiary, Eagle Eye Solutions Limited,
by the Group in 2014 did not meet the definition of a business
combination and therefore fell outside the scope of IFRS 3. The
acquisition was therefore accounted for in accordance with the
principles of merger accounting.
The consideration paid to the shareholders of Eagle Eye Solutions
Limited was 13,641,384 ordinary shares of 1p each. A merger reserve
arises on consolidation being the difference between the nominal value
of the shares issued on acquisition and the net assets acquired.
18 Share option schemes
The Company has a share option scheme for certain employees and
Directors of the Group. Options are generally exercisable at a price equal
to the market price of the Company’s shares on the day immediately
prior to the date of grant. Options are forfeited if the employee or
Director leaves the Group before the options vest. The service and
performance criteria relating to the options are the continuing
employment of the holder and the achievement of certain earnings-
based performance criteria and, in the case of the LTIP Share Option
Scheme, may include the overall underlying performance of the
Company, taking into account, among other matters, the Company’s
share price (as set out on pages 49 to 52).
2024
Number of
share
options
2024
Weighted
average
exercise
price
£
2023
Number of
share
options
2023
Weighted
average
exercise
price
£
Outstanding at the
beginning of the year
3,569,398
0.17
3,745,589
0.27
Granted during the year
279,542
0.01
473,010
0.01
Exercised in the year
(355,932)
(0.47)
(642,513)
(0.59)
Lapsed in the year
–
–
(6,688)
(1.74)
Outstanding at the end
of the year
3,493,008
0.13
3,569,398
0.17
Exercisable at the end
of the year
2,638,961
0.08
2,300,690
0.16
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
93
18 Share option schemes continued
In the year ended 30 June 2024, options were granted on 21 November
2023. The aggregate of the estimated fair value of the options granted
on that day was £1.4m and the share price on that date was £5.15.
In the year ended 30 June 2023, options were granted on 4 April 2023.
The aggregate of the estimated fair value of the options granted on that
day was £2.7m and the share price on that date was £5.70.
In the year ended 30 June 2024, options were exercised as follows:
Date of exercise
Share price
25 September 2023
£5.30
23 October 2023
£4.59
3 November 2023
£4.62
18 January 2024
£5.35
22 March 2024
£5.63
In the year ended 30 June 2023, options were exercised as follows:
Date of exercise
Share price
8 August 2022
£5.53
20 October 2022
£5.63
16 November 2022
£5.64
22 November 2022
£5.55
25 November 2022
£5.68
20 January 2023
£5.50
10 February 2023
£5.40
14 March 2023
£5.58
12 April 2023
£5.50
11 May 2023
£5.38
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
94
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
18 Share option schemes continued
Options outstanding under the Company’s share option schemes were as follows:
Name of scheme
2024
No of options
2023
No of options
Calendar year of grant
Exercise period
Exercise price per share
EMI Share Option Scheme
–
24,344
2014
2014-2024
£0.51
EMI Share Option Scheme
28,808
28,808
2015
2015-2025
£2.07
EMI Share Option Scheme
7,500
7,500
2015
2015-2025
£2.23
EMI Share Option Scheme
55,000
57,300
2016
2016-2026
£1.32
EMI Share Option Scheme
10,000
58,193
2017
2017-2027
£2.69
EMI Share Option Scheme
117,500
117,500
2017
2017-2027
£2.33
EMI Share Option Scheme
–
20,926
2019
2019-2029
£1.00
LTIP Share Option Scheme
585,979
585,979
2016
2016-2026
£0.01
LTIP Share Option Scheme
251,581
251,581
2017
2017-2027
£0.01
LTIP Share Option Scheme
713,731
729,956
2019
2019-2029
£0.01
LTIP Share Option Scheme
445,321
536,103
2020
2020-2030
£0.01
LTIP Share Option Scheme
356,318
462,802
2021
2021-2031
£0.01
LTIP Share Option Scheme
215,396
215,396
2022
2022-2032
£0.01
LTIP Share Option Scheme
705,874
473,010
2023
2023-2033
£0.01
The weighted average remaining contractual life of these options is 5.3 years (2023: 6.0 years).
The fair value of the employees’ services received in exchange for the grant of share options is recognised as an expense. The total amount to be
expensed over the vesting period is determined by reference to the fair value of the share options granted. Fair value is determined by reference to
the Black-Scholes option pricing model.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
95
The inputs into the pricing model are as follows:
2023
Weighted average exercise price
£0.01
Expected volatility
40%-45%
Expected life
3-5 years
Risk free interest rate
3.31%-3.38%
Expected dividends
Nil
The Group recognised a charge of £2.8m (2023: £2.4m) related to equity-
settled share-based payment transactions in the year.
18 Share option schemes continued
The inputs into the option pricing model are as follows:
2024
2023
Weighted average exercise price
£0.13
£0.17
Expected volatility
25.3%-44.4%
25.3%-44.4%
Expected life
4-8 years
5-8 years
Risk free interest rate
0.2%-4.3%
0.2%-3.7%
Expected dividends
Nil
Nil
The volatility of the Company’s share price on each date of grant is
calculated as the average of the annualised standard deviations of daily
continuously compounded returns on the Company’s stock.
On 4 April 2023, the Group launched the Growth Plan, a one-off award
of B shares in Eagle Eye Solutions Holdings Limited ('B shares'), an
intermediate holding company of the Group, which are convertible on
exercise into ordinary shares in Eagle Eye ('Ordinary Shares'). The plan is
designed to focus solely on creating shareholder value through a series
of distinct, stretching share price hurdles. The awards under the Growth
Plan will vest on the third anniversary of grant and, unless converted
into Ordinary Shares, expire after ten years from grant. The fair value of
the employees’ services received in exchange for the Growth Plan shares
is recognised as an expense. The total amount to be expensed over the
vesting period is determined by reference to the fair value of the share
options granted. Fair value is determined by reference to the Monte
Carlo pricing model.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
96
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
19 Leases
The following expenses relating to leases were recognised during
the period.
2024
£000
2023
£000
Depreciation charge for right of use assets
474
268
Interest expense on lease liabilities
80
31
Short-term lease expense
210
243
Total cash outflow for leases
787
558
The carrying value of and, where applicable, additions to the Group’s
right of use assets are disclosed in Note 11.
At 30 June, the Group had aggregate minimum lease payments under
non-cancellable leases for office sites under IFRS 16 as follows:
2024
£000
2023
£000
Due within 1 year
522
523
Due within 2-5 years
117
426
639
949
The Group’s Guildford office lease agreement can be cancelled at the
end of its initial 10 year term, which commenced in July 2015. The lease
for the Group’s Manchester office can be cancelled at the end of its
initial 13 month term, which commenced in December 2023. The lease
for the Group’s London office can be cancelled after 2 years of its initial
5 year term, which commenced in April 2023. The lease for the Group’s
Paris office can be cancelled at the end of its current three year term,
which commenced in January 2023. There are no further options for
extension or termination and there are no residual value guarantees.
20 Related party transactions
The remuneration of the Directors and key management personnel is
disclosed in Note 5.
During the year the Group sold AIR services to the value of £1.8m
(2023: £0.0m) to companies associated with Morrisons, a subsidiary
of Market Topco Limited in which Sir Terry Leahy, a Director of the
Company, is a Director. At 30 June 2024, £0.5m (2023: £nil) was
outstanding in respect of these services.
During the year the Group acquired sub-contractor technical
development services to the value of £34,000 (2023: £41,000) from
Eagle Eye Technology Limited, a company in which Stephen Rothwell,
a Director of the Company, holds an interest. At 30 June 2024, £4,900
(2023: £3,900) was outstanding in respect of these services.
None of the key management personnel of the Group owe any amounts
to any company within the Group (2023: £nil), nor are any amounts
due from any company in the Group to any of the key management
personnel (2023: £nil).
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
97
21 Alternative performance measure
Adjusted EBITDA is a key performance measure for the Group and is
derived as follows:
2024
£000
2023
£000
Profit/(loss) before taxation
719
(760)
Add back:
Finance income and expense
112
140
Share-based payments
2,835
2,426
Depreciation and amortisation
8,897
5,685
Acquisition cost
–
1,298
Change in fair value of contingent consideration
(1,303)
–
Adjusted EBITDA
11,260
8,789
Direct profit is a new performance measure for the Group which is more
comparable to the gross profit measure of other SaaS companies and is
derived as follows:
2024
£000
2023
£000
Profit/loss before taxation
719
(760)
Add back:
Finance income and expense
112
140
Share-based payments
2,835
2,426
Depreciation and amortisation
8,897
5,685
Acquisition cost
–
1,298
Change in fair value of contingent consideration
(1,303)
–
Other income
(195)
(122)
Indirect operating expenses
23,785
22,415
Direct profit
34,850
31,082
22 Net cash
Net cash is a key performance measure for the Group and is defined as
follows:
30 June
2023
£000
Cash flow
£000
Foreign
exchange
adjustments
£000
30 June
2024
£000
Cash and cash equivalents
10,615
159
(198)
10,576
Financial liabilities
(1,299)
1,127
–
(172)
Net cash
9,316
1,286
(198)
10,404
23 Business combinations
As disclosed in the Annual Report for the year ended 30 June 2023, on
3 January 2023, Eagle Eye Solutions Group plc completed the acquisition of
100% of the issued share capital of EagleAI. The provisional fair value of the
net assets acquired was determined to be £12.3m and no adjustment is to
be made following the completion of the twelve month hindsight period.
Deferred tax liabilities arising on the intangibles are matched by trading
losses and therefore a net nil position is reported.
Contingent consideration is due to be paid in FY25 subject to specific
revenue targets being achieved in the year to December 2024 and
achievement of a minimum EBITDA margin. The minimum targets for
contingent consideration are not expected to be achieved in the timescales
required and therefore this consideration has been released during the
year. In accordance with IFRS 3 this has no impact on the fair value and
goodwill calculation.
24 Ultimate controlling party
The Directors do not consider there to be an ultimate controlling party due
to no individual party owning a majority share in the Company. See page 56
for information on percentage shareholdings.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
98
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
COMPANY STATEMENT OF FINANCIAL POSITION
as at 30 June 2024
Note
2024
£000
2023
£000
Non-current assets
Investments in subsidiaries
4
30,222
28,750
Current assets
Trade and other receivables
5
3,794
5,576
Cash and cash equivalents
74
673
3,868
6,249
Total assets
34,090
34,999
Current liabilities
Trade and other payables
6
(215)
(1,055)
Short term borrowings
–
(1,000)
(215)
(2,055)
Non-current liabilities
Trade and other payables
6
–
(1,356)
Total liabilities
(215)
(3,411)
Net assets
33,875
31,588
Equity attributable to owners of the parent
Share capital
7
296
293
Share premium
7
30,089
29,925
Share option reserve
9,084
7,291
Retained losses
(5,594)
(5,921)
Total equity
33,875
31,588
The Company has not presented its own income statement as
permitted by section 408 (4) of the Companies Act 2006. The loss for
the financial year dealt with in the accounts of the Company is £0.7m
(2023: £2.1m).
These financial statements were approved by the Board on
17 September 2024 and signed on its behalf by:
L Sharman-Munday
Director
T Mason
Director
Company number: 08892109
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
99
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2024
Share
capital
£000
Share
premium
£000
Share
option
reserve
£000
Retained
losses
£000
Total
£000
Balance at 1 July 2022
264
17,685
5,549
(4,525)
18,973
Loss for the financial year
–
–
–
(2,080)
(2,080)
Transactions with owners recognised in equity
Issue of share capital
22
12,148
–
–
12,170
Issue costs
–
(285)
–
–
(285)
Exercise of share options
7
377
–
–
384
Fair value of share options exercised in the year
–
–
(684)
684
–
Share-based payment charge
–
–
2,426
–
2,426
29
12,240
1,742
684
14,695
Balance at 30 June 2023
293
29,925
7,291
(5,921)
31,588
Loss for the financial year
–
–
–
(715)
(715)
Transactions with owners recognised in equity
Exercise of share options
3
164
–
–
167
Fair value of share options exercised in the year
–
–
(1,042)
1,042
–
Share-based payment charge
–
–
2,835
–
2,835
3
164
1,793
1,042
3,002
Balance at 30 June 2024
296
30,089
9,084
(5,594)
33,875
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
100
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
NOTES TO THE COMPANY FINANCIAL STATEMENTS
1 Accounting policies
Basis of preparation
These financial statements have been prepared on a going concern
basis under the historical cost convention, and in accordance with
the Companies Act 2006 and applicable United Kingdom accounting
standards. These financial statements conform to FRS 102.
The preparation of financial statements requires management to
exercise its judgement in the process of applying accounting policies.
The areas involving a higher degree of judgement, or areas where
assumptions and estimates are significant to the financial information,
are disclosed in note 2.
In accordance with FRS 102, the Company has taken advantage of the
exemptions from the following disclosure requirements:
• Section 7 ‘Statement of Cash Flows’ – Presentation of a Statement of
Cash Flow and related notes and disclosures
• Section 11 ‘Basic Financial Instruments’ & Section 12 ‘Other Financial
Instrument Issues’ – Carrying amounts, interest income/expense and
net gains/losses for each category of financial instrument; basis of
determining fair values; details of collateral, loan defaults or breaches,
details of hedges, hedging fair value changes recognised in profit or
loss and in other comprehensive income
• Section 26 ‘Share-based Payment' – Sections 26.18(b), 26.19-26.21
and 26.23
• Section 33 ‘Related Party Disclosures’ – Compensation for key
management personnel
The presentational and functional currency of the Company is Sterling.
Results in these financial statements have been prepared to the
nearest £1,000.
Going concern
As part of their going concern review the Directors have followed
the guidelines published by the Financial Reporting Council entitled
Guidance on the Going Concern Basis of Accounting and Reporting on
Solvency and Liquidity Risks – Guidance for directors of companies that
do not apply the UK Corporate Governance Code.
The Directors have prepared detailed financial forecasts and cash flows
for the Group looking 3 years beyond the date of these consolidated
financial statements. In developing these forecasts the Directors have
made assumptions based upon their view of the current and future
economic conditions that will prevail over the forecast period. The success
of the Group drives the success of the Company.
On the basis of the above projections, the Directors are confident
that the Group has sufficient working capital and available funds to
honour all of its obligations to creditors as and when they fall due. In
reaching this conclusion, the Directors have considered the forecast
cash headroom, the resources available to the Group and the potential
impact of changes in forecast growth and other assumptions, including
the potential to avoid or defer certain costs and to reduce discretionary
spend as mitigating actions in the event of such changes. This means
that the Company expects to be able to recover its intercompany
receivables. Accordingly, the Directors continue to adopt the going
concern basis in preparing these financial statements.
Investments
Investments held by the Company are stated at cost less any
provision for impairment in the Company’s financial statements.
The cost includes the non-cash impact of group settled share-based
payment arrangements.
Impairment of investments
The Company reviews the carrying values of its investments annually to
determine whether there is any indication that those investments have
suffered an impairment loss. If any such indication exists, the recoverable
amount of the investment is estimated in order to determine the extent
of the impairment loss (if any). Recoverable amount is the higher of fair
value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the investment for which
the estimates of future cash flows have not been adjusted.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
101
1 Accounting policies continued
Impairment of investments continued
If the recoverable amount of an investment is estimated to be less than
its carrying amount, the carrying amount of the investment is reduced
to its recoverable amount.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement
of Financial Position when the Company becomes party to the
contractual provisions of the instrument. Financial assets are de-
recognised when the contracted rights to the cash flows from the
financial asset expire or when the contracted rights to those assets are
transferred. Financial liabilities are de-recognised when the obligation
specified in the contract is discharged, cancelled or expired.
Financial assets
(a) Trade and other receivables
Trade and other receivables are recognised initially at their fair
value and then at amortised cost. Appropriate provisions for
estimated irrecoverable amounts are recognised in the statement of
comprehensive income when there is objective evidence that the assets
are impaired.
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits held on call with banks.
Financial liabilities and equity
(c) Trade and other payables
Trade payables are recognised initially at their fair value and then
amortised cost.
(d) Equity instruments
An equity instrument is any contract that evidences a residual interest
in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds
received, net of issue costs.
Current income tax
The tax currently payable is based on taxable loss for the year. Taxable
loss differs from the loss for the financial year as reported in the income
statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that
are never taxable or deductible. The Company’s liability for current tax
is calculated using tax rates that have been enacted or substantively
enacted by the reporting date.
Share-based payments
The Company issues equity-settled share-based remuneration to certain
employees of the Group as consideration for services. Equity-settled
share-based payments are measured at fair value at the date of grant by
reference to the fair value of the equity instruments granted, calculated
using the Black-Scholes or Monte Carlo models as appropriate. The fair
value determined at the grant date of equity-settled share-based
payments is recognised as an expense for employees of the Company,
or as an investment in the subsidiary entity employing the relevant
employees otherwise, over the vesting period on a straight-line basis,
based on the Directors’ estimate of the number of instruments that will
eventually vest with a corresponding adjustment to equity. The expected
life used in the valuation, based on the Directors’ best estimate, takes
account of the effect of non-transferability, exercise restrictions, and
behavioural considerations.
Non-vesting and market vesting conditions are taken into account
when estimating the fair value of the options at grant date. Service and
non-market vesting conditions are taken into account by adjusting the
number of options expected to vest at each reporting date.
When the options are exercised the Company issues new shares. The
proceeds received net of any directly attributable transaction costs are
credited to share capital (nominal value) and share premium.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
102
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
1 Accounting policies continued
Equity
Equity comprises the following:
• Share capital, representing the nominal value of issued shares of
the Company;
• Share premium, representing the excess over the nominal value of the
fair value of consideration received for shares, net of expenses of the
share issue;
• Share option reserve, representing the cost of equity-settled share-
based payments until such share options are exercised or lapse; and
• Retained losses.
2 Critical accounting estimates and judgements
The preparation of these financial statements requires the Directors to
make judgements and estimates that affect the reported amounts of
assets and liabilities at each reporting date. Estimates and judgements
are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to
be reasonable under the circumstances. Actual results could differ from
these estimates. Information about such judgements and estimations
is contained in individual accounting policies. The key judgements and
sources of estimation uncertainty that could cause an adjustment to be
required to the carrying amount of assets or liabilities within the next
accounting period are outlined below:
Impairment of investments
An impairment review of the Company’s investments in its subsidiaries is
undertaken at least annually. This review involves the use of judgement to
consider the future projected income streams that will result from those
investments. The expected future cash flows are modelled and discounted
over the expected life of the investments in order to test for impairment. In
the years represented in these financial statements no impairment charge
was recognised as a result of these reviews.
Share-based payment charge
The Company issues share options and other share-based incentives
to attract and retain certain employees of the Group. The Black Scholes
and Monte Carlo models are used to calculate the appropriate charge for
these options. The use of this model to calculate a charge involves using
a number of estimates and judgements to establish the appropriate
inputs to be entered into the model, covering areas such as the use of
an appropriate interest rate and dividend rate, exercise restrictions and
behavioural considerations. A significant element of judgement is therefore
involved in the calculation of the charge. In addition, the Directors estimate
the percentage of options that are expected to vest considering the
likelihood of achieving performance targets and employee churn rates.
Should more options vest than estimated the charge would increase.
The total charge recognised by the Company in the year to 30 June 2024 is
£nil (2023: £nil) with a capital contribution in a subsidiary company of £2.8m
(2023: £2.4m). Further information on share options can be found in Note 18
to the consolidated financial statements.
3 Particulars of staff
The Company had no staff during the year or the prior year, other than
Directors. Details of Directors’ remuneration are contained in Note 5 to the
consolidated financial statements.
4 Investments
Investments in subsidiaries and joint ventures
£000
Cost and net book value
At 1 July 2022
10,647
Share-based payment charge
2,426
Acquisition of EagleAI
15,677
At 30 June 2023
28,750
Share-based payment charge
2,835
Acquisition of EagleAI
(1,357)
Foreign exchange impact on EagleAI
(6)
At 30 June 2024
30,222
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
103
4 Investments continued
Investment
Principal activity
Country of incorporation
Class and percentage of shares
held and voting rights
Eagle Eye Solutions Limited1
Digital loyalty services
England & Wales
Ordinary 100%
Eagle Eye Solutions (North) Limited1
Dormant
England & Wales
Ordinary 100%
Eagle Eye Solutions Holdings Limited1
Holding Company
England & Wales
A Ordinary 100%
Eagle Eye Solutions Canada Limited2
Digital loyalty services
Canada
Ordinary 100%
Eagle Eye Solutions Australasia Pty Limited3
Digital loyalty services
Australia
Ordinary 100%
Eagle Eye Solutions Inc4
Digital loyalty services
United States
Ordinary 100%
Eagle Eye Solutions New Zealand Limited5
Digital loyalty services
New Zealand
Ordinary 100%
Untie Nots SAS6
Digital AI promotion services
France
Ordinary 100%
Untie Nots Inc7
Digital AI promotion services
United States
Ordinary 100%
1. The registered office address of this entity is 5 New Street Square, London, EC3A 4TW, UK
2. The registered office address of this entity is 400-725 Granville Street, Vancouver, BC, V7Y 1G5, Canada
3. The registered office address of this entity is Level 21, 55 Collins Street, Melbourne 3000, Vic, Australia
4. The registered office address of this entity is 251 Little Falls Drive, Wilmington, DE 19808-1674, USA
5. The registered office address of this entity is 166 Moorhouse Avenue, Sydenham, Christchurch 8011, New Zealand
6. The registered office address of this entity is 5 Rue Saint-Germain l’Auxerrois, 75001 Paris, France
7. The registered office address of this entity is 838 Walker Road, Suite 21-2, Dover, DE 19904, USA
5 Trade and other receivables
2024
£000
2023
£000
Amounts due from group undertakings
3,763
5,543
Prepayments and accrued income
31
33
3,794
5,576
The Company’s receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the carrying value of each
class of receivable disclosed above. All of the Company’s receivables are denominated in Sterling.
EAGLE EYE SOLUTIONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2024
104
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
OTHER INFORMATION
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
6 Trade and other payables
2024
£000
2023
£000
Current
Trade payables
136
354
Accruals and deferred income
79
47
Deferred consideration
–
654
Financial liabilities
–
1,000
215
2,055
Non-current
Contingent consideration
–
1,356
7 Share capital
The authorised share capital of the Company at 30 June 2024 is
29,613,336 ordinary shares of 1p each.
Number of shares
issued and fully
paid £000
Share capital
Share premium
£000
At 1 July 2022
26,422,111
264
17,685
Issue of share capital
2,835,293
29
12,525
Issue costs
–
–
(285)
At 30 June 2023
29,257,404
293
29,925
Issue of share capital
355,932
3
164
At 30 June 2024
29,613,336
296
30,089
On 25 September 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 18,096.
On 23 October 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 16,886.
On 3 November 2023, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 100,000.
On 18 January 2024, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 218,650.
On 22 March 2024, the Company issued 1p ordinary shares pursuant
to the exercise of employee share options. The total number of shares
issued on this date was 2,300.
8 Related party transactions
The remuneration of the Directors is disclosed in Note 5 to the
consolidated financial statements.
9 Ultimate controlling party
The Directors do not consider there to be an ultimate controlling party
due to no individual party owning a majority share in the Company. See
page 56 for information on percentage shareholdings.
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NOTICE OF ANNUAL GENERAL MEETING
Company no. 8892109
EAGLE EYE SOLUTIONS GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM')
of Eagle Eye Solutions Group plc ('the Company') will be held at MYO,
3 New Street Square, London, EC4A 3BF at 1.00 pm on 21 November 2024.
The AGM will be held in order to consider and, if thought fit, pass the
following resolutions which will be proposed as special or ordinary
resolutions as indicated.
ORDINARY BUSINESS
Ordinary resolutions
1. THAT the report of the Directors, the financial statements and the
report of the auditors for the Company’s financial year ended 30 June
2024, be received and adopted.
2. THAT Lucy Sharman-Munday, who is eligible for re-election pursuant
to article 19 of the Company's articles of association, be re-appointed
as a Director of the Company.
3. THAT Charlotte Stranner, who is eligible for re-election pursuant to
article 19 of the Company's articles of association, be re-appointed as
a Director of the Company.
4. THAT Anne de Kerckhove, who is eligible for re-election pursuant to
article 19 of the Company's articles of association, be re-appointed as
a Director of the Company.
5. THAT Tim Mason, who is eligible for re-election pursuant to article 19
of the Company's articles of association, be re-appointed as a Director
of the Company.
6. THAT Steve Rothwell, who is eligible for re-election pursuant to article
19 of the Company's articles of association, be re-appointed as a
Director of the Company.
7. THAT Sir Terry Leahy, who is eligible for re-election pursuant to article
19 of the Company's articles of association, be re-appointed as a
Director of the Company.
8. THAT Robert Senior, who is eligible for re-election pursuant to article
19 of the Company's articles of association, be re-appointed as a
Director of the Company.
9. THAT:
(a) RSM UK Audit LLP of Ninth Floor, Landmark, St Peter's Square,
1 Oxford Street, Manchester, M1 4PB, be re-appointed as auditors
of the Company to hold office from the conclusion of the AGM
until the conclusion of the next Annual General Meeting of the
Company at which financial statements are laid before the
Company’s shareholders; and
(b) the Directors be authorised to determine the auditors’ remuneration.
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SPECIAL BUSINESS
Ordinary resolutions
10. THAT the Directors be generally and unconditionally authorised for
the purposes of section 551 of the Companies Act 2006 ('the Act') to
exercise all the powers of the Company to:
(a) allot shares in the Company and grant rights to subscribe for
or convert any security into shares in the Company up to an
aggregate nominal amount of £98,711.12; and
(b) allot equity securities (as defined in section 560 of the Act) up to
an aggregate nominal amount of £197,422.24 (such amount to be
reduced by the nominal amount of any shares allotted or rights
granted under paragraph (a) of this resolution 10) in connection
with an offer by way of a rights issue to:
(i) the holders of ordinary shares in the Company in proportion
(as nearly as may be practicable) to the respective numbers of
ordinary shares held by them; and
(ii) holders of other equity securities, as required by the rights of
those securities or, subject to such rights, as the Directors of the
Company otherwise consider necessary,
and so that the Directors of the Company may impose any limits
or restrictions and make any arrangements which they consider
necessary or appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or practical problems
in, or under the laws of, any territory or any other matter.
These authorities shall apply in substitution for all previous authorities
(but without prejudice to the validity of any allotment pursuant to such
previous authority) and expire at the end of the next Annual General
Meeting of the Company or, if earlier, 15 months after the date of this
resolution, save that the Company may before such expiry make any
offer or agreement which would or might require shares to be allotted
or rights granted to subscribe for or convert any security into shares after
such expiry and the Directors may allot shares or grant such rights in
pursuance of any such offer or agreement as if the power and authority
conferred by this resolution had not expired.
Special resolutions
11. THAT, subject to the passing of resolution 10, the Directors be generally
and unconditionally empowered for the purposes of section 570 of the
Act to allot equity securities (within the meaning of section 560 of the
Act) for cash:
(i) pursuant to the authority conferred by resolution 10; or
(ii) where the allotment constitutes an allotment within the meaning
of section 560(2)(b) of the Act,
in each case as if section 561 of the Act did not apply to any such
allotment, provided that this power shall be limited to:
(i) the allotment of equity securities in connection with an offer
of equity securities (but in the case of an allotment pursuant to
the authority granted under paragraph (b) of resolution 10, such
power shall be limited to the allotment of equity securities in
connection with an offer by way of a rights issue only) to:
(a) the holders of ordinary shares in the Company in proportion
(as nearly as may be practicable) to the respective numbers of
ordinary shares held by them; and
(b) holders of other equity securities, as required by the rights of
those securities or, subject to such rights, as the Directors of
the Company otherwise consider necessary,
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NOTICE OF ANNUAL GENERAL MEETING CONTINUED
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Special resolutions continued
and so that the Directors of the Company may impose any
limits or restrictions and make any arrangements which they
consider necessary or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or any
other matter; and (ii) the grant of options to subscribe for shares
in the Company, and the allotment of such shares pursuant to
the exercise of options granted under the terms of any share
option scheme adopted or operated by the Company and the
allotment of shares pursuant to any share incentive plan ('SIP')
adopted or operated by the Company; and
(iii)the allotment of equity securities, other than pursuant
to paragraphs (i) and (ii) above of this resolution, up to an
aggregate nominal amount of £29,613.34.
This power shall (unless previously renewed, varied or novated by the
Company in general meeting) expire at the conclusion of the next
Annual General Meeting of the Company following the passing of
this resolution or, if earlier, on the date 15 months after the passing of
such resolution, save that the Company may before the expiry of this
power make any offer or enter into any agreement which would or
might require equity securities to be allotted, or treasury shares sold,
after such expiry and the Directors may allot equity securities or sell
treasury shares in pursuance of any such offer or agreement as if the
power conferred by this resolution had not expired.
12. THAT the Company be generally and unconditionally authorised for
the purposes of section 701 of the Act to make market purchases (as
defined in section 693(4) of the Act) of ordinary shares of £0.01 each
in the capital of the Company ("Ordinary Shares") in such manner
and on such terms as the directors of the Company may from time to
time determine, and where such shares are held as treasury shares,
the Company may use them for the purposes set out in sections 727
or 729 of the Act, including for the purpose of its employee share
schemes, provided that:
(a) the maximum number of Ordinary Shares which may be
purchased is 2,961,334 (representing 10% of the issued share
capital);
(b) the minimum purchase price which may be paid for any Ordinary
Share is £0.01 (exclusive of expenses);
(c) the maximum purchase price which may be paid for any Ordinary
Share shall not be more than the higher of (in each case exclusive
of expenses):
(i) 5% above the average middle market quotations for an
Ordinary Share as derived from the London Stock Exchange
Daily Official List for the five business days immediately
preceding the day on which the purchase is made; and
(ii) an amount equal to the higher of the price of the last
independent trade and the highest current independent bid
as derived from the trading venue on which the purchase is
carried out; and
(d) this authority shall take effect on the date of passing of this
resolution and shall (unless previously revoked, renewed or varied)
expire on the conclusion of the next annual general meeting of
the Company after the passing of this resolution or, if earlier, 15
months after the date of passing of this resolution, save in relation
to purchases of Ordinary Shares the contract for which was
concluded before the expiry of this authority and which will or may
be executed wholly or partly after such expiry.
By order of the Board
James Esson
Company Secretary
For and on behalf of Eagle Eye Solutions Group plc
Dated: 14 October 2024
Registered Office: 5 New Street Square, London EC4A 3TW
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Notes:
1. Members are entitled to appoint a proxy to exercise all or any of
their rights to attend and to speak and vote on their behalf at the
meeting and at any adjournment of it. A member may appoint more
than one proxy in relation to the meeting provided that each proxy
is appointed to exercise the rights attached to a different share or
shares held by that member. If a proxy appointment is submitted
without indicating how the proxy should vote on any resolution, the
proxy will exercise his discretion as to whether and, if so, how he votes.
2. A proxy need not be a member of the Company. A proxy form which
may be used to make such appointment and give proxy instructions
accompanies this notice. If you do not have a proxy form and
believe that you should have one, or if you require additional forms,
please contact Computershare Investor Services plc, The Pavilions,
Bridgwater Road, Bristol, BS13 8AE.
3. To be valid any proxy form or other instrument appointing a proxy
must be received by post or (during normal business hours only)
by hand by Computershare Investor Services plc, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY no later than 1.00 p.m. on
19 November 2024 (or, in the event of any adjournment, no later
than 1.00 p.m. on the date which is two days before the time of the
adjourned meeting (weekends and public holidays in England and
Wales excluded), together with, if appropriate, the power of attorney
or other authority (if any) under which it is signed or a duly certified
copy of that power or authority.
4. The return of a completed proxy form will not prevent a member
attending the meeting and voting in person if he/she wishes to do so.
5. A vote withheld option is provided on the form of proxy to enable
you to instruct your proxy not to vote on any particular resolution,
however, it should be noted that a vote withheld in this way is not
a ‘vote’ in law and will not be counted in the calculation of the
proportion of the votes ‘For’ and ‘Against’ a resolution.
6. To be entitled to attend and vote at the meeting (and for the
purpose of the determination by the Company of the votes they
may cast), members must be registered in the register of members
of the Company at 1.00 p.m. on 19 November 2024 (or, in the event
of any adjournment, no later than 1.00 p.m. on the date which is
two days before the time of the adjourned meeting (weekends and
public holidays in England and Wales excluded). Changes to the
register of members after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at
the meeting.
7. In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by
the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the
first-named being the most senior).
8. If a member submits more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
9. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to
the same shares.
10. A user of the CREST system (including a CREST Personal Member)
may appoint a proxy or proxies by having an appropriate CREST
message transmitted to be received by no later than 1.00pm on
19 November 2024 (or not less than 48 hours before the time fixed for
any adjourned AGM, provided that no account shall be taken of any
part of a day that is not a working day).
CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual.
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NOTICE OF ANNUAL GENERAL MEETING CONTINUED
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Notes: continued
CREST Personal Members or other CREST sponsored members, and
those CREST members who have appointed a voting service provider(s),
should refer to their CREST sponsor or voting service provider(s) who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the
CREST service to be valid, the appropriate CREST message (a ‘CREST
Proxy Instruction’) must be properly authenticated in accordance
with Euroclear International Limited’s specifications, and must
contain the information required for such instruction, as described in
the CREST Manual (available via www.euroclear.com). The message,
regardless of whether it constitutes the appointment of a proxy or
is an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be received
by the issuer’s agent (ID 3RA50) by 1.00pm on 19 November 2024
(or not less than 48 hours before the time fixed for any adjourned
AGM, provided that no account shall be taken of any part of a day
that is not a working day). For this purpose, the time of receipt will
be taken to be the time (as determined by the time stamp applied
to the message by the CREST Application Host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time any change
of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or
voting service providers, should note that Euroclear International
Limited does not make available special procedures in CREST for
any particular message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned to take (or,
if the CREST member is a CREST Personal Member, or sponsored
member, or has appointed (a) voting service provider(s), to procure
that his or her CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time.
In this connection, CREST members and, where applicable, their
CREST sponsors or voting system provider(s), are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
11. Proxymity Voting – if you are an institutional investor you may also
be able to appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and approved
by the Company’s Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. Your proxy must be lodged
by 1.00 p.m. on 19 November 2024 in order to be considered valid (or,
in the event of any adjournment of the AGM, not less than 48 hours
before the time fixed for the adjourned meeting, provided that no
account shall be taken of any part of a day that is not a working day).
Before you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is important
that you read these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy.
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COMPANY INFORMATION
Directors
Anne de Kerckhove
Tim Mason
Steve Rothwell
Lucy Sharman-Munday
Sir Terry Leahy
Robert Senior
Charlotte Stranner
Secretary
James Esson
Company number
8892109
Registered office
5 New Street Square
London
EC4A 3TW
Nominated Adviser
and Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QN
Bankers
HSBC UK Bank Plc
Alphabeta
14-18 Finsbury Square
London
EC2A 1BR
Solicitors
Taylor Wessing LLP
5 New Street Square
London
EC4A 3TW
Independent auditor
RSM UK Audit LLP
Chartered Accountants
Ninth Floor, Landmark
St Peter’s Square
1 Oxford Street
Manchester
M1 4PB
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OVERVIEW
NOTES
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CBP027420
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Eagle Eye Solutions Group plc
Customer service enquiries: Tel: 0844 824 3699
Sales and general enquiries: Tel: 0844 824 3686
Email: info@eagleeye.com
Head Office:
31 Chertsey Street
Guildford
Surrey
GU1 4HD