OXFORD METRICS PLC
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2023
COMPANY NO 03998880
Perivan.com
267444
OXFORD METRICS PLC ANNUAL REPORT 2023
Contents
Chairman’s Statement
Strategic Report
Report of the Directors
Corporate Governance Report
Audit Committee Report
Report on Directors’ Remuneration
Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated and Company Statement of Financial Position
Consolidated and Company Statement of Cashflows
Consolidated and Company Statement of Changes in Equity
Notes to the Financial Statements
Company Information
Notice of Annual General Meeting
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OXFORD METRICS PLC ANNUAL REPORT 2023
CHAIRMAN’S STATEMENT
I am delighted to report that Oxford Metrics has delivered a strong financial performance during 2023 reporting both record
revenue and Adjusted PBT results. Valkyrie, the Group’s most advanced motion capture system to date, launched in July 2022,
has continued to drive revenues and has been positively received and widely adopted by new and existing customers alike.
Since the launch of the Group’s current five-year plan, we have continued to invest in the future of the business. Over the
Summer, at Siggraph, the premier conference for computer graphics and interactive techniques, hosted in Los Angeles, we
were able to reveal the fruits of our innovation efforts over the past four years to unveil our new markerless technology.
Following successful public demonstrations, this development represents a pivotal moment for the business and, once
commercialised, is expected to help drive growth over the coming years.
Given the record performance in FY23, the addition of Industrial Vision Systems (IVS) acquired in November 2023 and the
commercialisation of markerless, we remain on track to achieve our five-year plan which aims to grow revenues 2.5x to £70m
whilst delivering an Adjusted PBT* margin of 15% by the end of the FY26.
The Group reported revenues of £44.2m (FY22: £28.8m), adjusting for the deferment of £3.5m of orders we were unable to ship
in September 2022; the underlying growth was strong nonetheless at 26%. An Adjusted PBT* of £6.5m (FY22: £2.6m) is
reported, equivalent to a return on sales of 14.8% (FY22: 9.0%). The order book for the year ahead stands at £11.5m
(FY22: £24.0m) which represents a more reasonable lead time for our customers, following the easing of supply chain
constraints, which we will seek to maintain in the future.
The Group reports a statutory Profit after tax for all operations of £5.7m (FY22: £46.9m) which last year included the disposal
of the Yotta business at a highly attractive valuation and on a continuing basis a statutory Profit after tax of £5.7m
(FY22: £3.4m) is reported. The net cash position including Fixed Term Deposits was £64.8m (FY22: £67.7m). After the
continued investment in the business and the deployment of cash for working capital purposes during the year, the net cash
position remains significant and available for the execution of our M&A plans.
The Board proposes a 10% increase to our final dividend to 2.75p per share (FY22 Final Dividend: 2.50p) this year. We remain
committed to our progressive dividend policy and aims to achieve average dividend cover of approximately two-times
Adjusted PBT* per share over time.
The success of our business depends on having engaged and dedicated employees. This is reflected in our very high retention
rate, 89% globally, of which we are very proud. We understand the importance of environmental and social sustainability within our
own operations and our supply chain, and we are taking steps to reduce our impact on the environment from redesigning our
products and transforming our operational processes. As an important part of our investment in the future of the business, we have
published our Environmental, Social and Governance initiatives on our sustainability webpage oxfordmetrics.com/sustainability,
and we have published our Streamlined Energy and Carbon Reporting (‘SECR’) data in this year’s Annual Report. The Board is
committed to taking a holistic view of the business and we will continue to update and review our sustainability webpage
throughout 2024.
I would like to take the opportunity on behalf of the Board and our colleagues to thank our former CEO, Nick Bolton, who
contributed an enormous amount. Nick successfully led the Group over the last 18 years leaving it well positioned to capitalise
on the opportunities ahead of us today. We wish him all the very best in his new role. Following a thorough and orderly CEO
transition process, we are delighted to have appointed Imogen Moorhouse, to step up into CEO of Oxford Metrics to lead us
forward.
We are very fortunate to have a natural successor; Imogen knows our business inside and out, having spent 22 years at Vicon,
the last 12 of which as Vicon CEO. Through this time Imogen has grown the business organically and via M&A and has been
integral to the development and implementation of the Group’s five-year growth plan.
We were also pleased to announce the acquisition of Industrial Vision Systems. The acquisition is immediately earnings
enhancing, adding smart manufacturing to our portfolio and increasing our presence in the Engineering market. Along with our
new IVS colleagues and energised team, I look forward to continuing to work with Imogen as we move ahead to achieve our
aims of creating a Group focused on expanding market opportunities in smart sensing.
Lastly, I would like to thank everyone involved in supporting and building our business – our customers, our shareholders, our
partners, and, of course, our brilliant team across the world who responded magnificently, not least the production team who,
this year, manufactured more camera systems than ever before.
Roger Parry
Chair
* Profit Before Tax before Group recharges adjusted for share-based payments, amortisation and impairment of intangibles
arising on acquisition and additional Contemplas consideration deemed remuneration.
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OXFORD METRICS PLC ANNUAL REPORT 2023
STRATEGIC REPORT
Imogen Moorhouse, CEO
After 12 years as operational CEO for Vicon I am delighted to have taken on the Oxford Metrics CEO role at such an exciting
time for the Group.
Delivering the five-year growth plan for Oxford Metrics is my key focus, having worked very closely with my predecessor, Nick
Bolton, to formulate the Group’s next chapter. In year two of the plan, 2023 has certainly been a year of powering up, delivering
a record performance from our Vicon division and unveiling yet more innovation, making our markerless technology a reality at
Siggraph. Post year end, we acquired Industrial Vision Systems in November and are encouraged by our start to the new
financial year.
We enter year three of the plan in a strong position. Over FY23 I have grown the senior leadership team at Vicon with a series
of new appointments.
With an energised team and clear roadmap, we are well-positioned to deliver on the target of growing revenues 2.5x whilst
delivering an Adjusted PBT* margin of 15% by the end of the plan. At the core of the plan is the three elements of smart
sensing: sense, analyse and apply:
1. Extend our sensing capabilities
Firstly, we seek growth by extending our sensing methods through R&D, M&A and fostering key supplier partnerships, which
broadens the applicability of our solutions and expands our addressable market.
At Siggraph, we unveiled our markerless technology, receiving a very positive market reaction. At the same time, we launched
a Pioneer Programme allowing customers and prospects to work with us on executing product delivery to ensure we capture
both the technical, user experience, operational and commercial aspects of the delivery in the right way.
With our post year end acquisition of IVS, we have added machine vision techniques used in the growing smart manufacturing
market, an adjacent industry to Vicon, and one where there are clear opportunities to expand its geographic footprint and grow
its IP-rich static technology offering with prospects to benefit from Vicon's dynamic sensing. We’re excited about the
opportunity ahead to extend into yet more applications and industries as inspection automation becomes more mainstream
and smart manufacturing becomes the standard.
2. Enhance the analysis we can perform
Secondly, we seek to augment the analysis our customers can undertake with our software, thus broadening the range of
applications to which our systems can be applied.
Vicon’s new life sciences reporting tool, Nexus Insight, is a good example of this. Nexus Insight simplifies reporting, making it
easier for customers to visualise, interpret, share, analyse and compare their data. This new tool takes motion capture data,
turning it into clear, easy to understand, accessible reports.
3. Apply our IP by embedding in other companies’ solutions
Finally, we aim to grow by seeing our deep technology incorporated into other business’ products and services – which aims
to expand our addressable market as we drive the integration of our sensing and analysis IP to specific application domains.
Currently, the best example of our embedding opportunity is in the Location-based Entertainment (LBE) market and in FY23 we
saw encouraging next phase rollouts by our partners Sandbox VR and Immersive Gamebox. Sandbox VR recently announced
their 45th location while Immersive Gamebox have opened their 30th location in the year with exciting news announced of their
multi-million pound agreement with Merlin entertainments across the UK, Europe, the USA, and Australia. The multi-territory
partnership is intended to create immersive experiences that will engage and connect players of all ages, using the Gamebox
suite of IP partnerships that include Paw Patrol, Ghostbusters, Netflix, and the Angry Birds game.
In addition, there are opportunities for IVS’ proprietary vision modules to be embedded by providers into their solutions in
smart manufacturing process to ensure “right first time” products.
New markerless technology
Markerless motion capture enables 3D motion capture without the need to wear motion capture suits or attach reflective
markers, active markers or inertial sensors. The technology uses the latest machine learning and AI techniques to process
video imagery to create 3D visualisations. In a similar way to how Large Language Models are used to drive AI Chatbots, we
are building our own proprietary Large Video Models to develop and improve the markerless technology. We showcased our
new markerless technology platform in the summer showing the technique seamlessly working in a six-participant real-time
immersive VR experience with our LBE partner Dreamscape.
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OXFORD METRICS PLC ANNUAL REPORT 2023
In its nascent state, markerless technology is not yet as accurate as existing marker-based systems so will be a
complementary solution. The markerless solution will therefore be suited to situations where it is not practical or desirable to
add markers to the subject or where commercial imperatives mean efficiency is key. We expect the markerless technology to
have immediate applicability in the LBE and Entertainment segments and, over time, will become relevant in Life Sciences in
clinical situations as the technique is validated against marker-based data. Markerless is a complementary capture technique
to marker-based and will be of value to most of Vicon’s existing 10,000 global customers, as well as expanding our TAM by
appealing to those who cannot use markers to adopt the technology.
Ultimately, the markerless product solution will incorporate elements of cloud infrastructure and delivery, exploring the
opportunity for subscription and annual recurring revenue (ARR) models alongside the traditional capital goods model.
M&A
During the year, we continued to actively pursue M&A opportunities to complement the five-year plan. Our recent acquisition of
IVS in November 2023 fits into our five-year plan and is a good strategic fit, serving as an example of the types of targets we
are seeking to acquire. IVS has deep Intellectual Property in integrated smart sensing; has a position of strength in its niche
market; is culturally a good fit; has an attractive financial profile and will be immediately earnings enhancing.
Oxford Metrics has a disciplined approach to M&A – we are absolutely determined to find the right acquisitions, at the right
price, for the right reasons.
Our M&A pipeline continues to develop and evolve and includes greater focus on certain market opportunities, for example
smart manufacturing is emerging as a strong adjacent technology market with global growth potential.
Quadrants of Growth
OPERATIONAL REVIEW
KPI
Vicon
Plc
Group
Revenue
PBT
FY23
£44.2m
-
£44.2m
FY22
£28.8m
-
£28.8m
FY23
£4.6m
£1.6m
£6.2m
FY22
£2.7m
-
£2.7m
Adjusted PBT*
FY23
£8.2m
(£1.7m)
£6.5m
FY22
£5.4m
(£2.8m)
£2.6m
Record revenues are reported of £44.2m (FY22: £28.8m) representing an increase of 53.5% (52.4% on a constant currency
basis). Order intake for the full year was £31.7m (FY22: £46.9m) reflecting a normalisation of customer buying behaviour
compared to last year in which customers were placing orders in advance following the disruption caused by the pandemic
and subsequent supply chain challenges. As of 30th September 2023, the order book stood at £11.5m (FY22: £24.0m)
representing a normalisation of customer buying patterns. Given the operational benefits of having an order book, the business
will seek to maintain an order book broadly equivalent to a quarter’s revenue in the future.
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OXFORD METRICS PLC ANNUAL REPORT 2023
Continued buoyant performance in our Entertainment segment, which saw year on year revenue growth of 82% and accounts
for 43% of orders in hand. Cover Japan purchased a large number of Valkyrie cameras for four motion capture stages to allow
V-tubers to capture and purchase content for their channels. Double Negative’s partnership with Dimension Studio continued
with the purchase of an In-Camera Visual Effects stage which is being shipped globally for projects coming to a theatre or
streaming service very soon. While in the USA, PUBG Madison installed the first Valkyrie stage in that territory.
Life Sciences, traditionally our cornerstone market, saw year on year revenue growth of 40% and accounts for 29% of the
orders in hand. The Hospital Israelita Albert Einstein (HIAE), the largest gait lab in Brazil, upgraded their system and in Italy the
University of Padova’s Industrial Engineering in Sports Department are using the new Valkyrie 8 for high speed analysis with
the Italian Paralympic team. Elsewhere, in Australia, Victoria University continue to provide gold standard testing for FIFA’s
research using the Valkyrie 16 and 26 systems, and in the US, the University of Rochester Medical Centre have installed
multiple Valkyrie laboratories for spine and other biomechanical research.
Engineering reported year on year revenue growth of 56% and accounts for 22% of orders in hand. ITESM, a private university
in Monterrey, Mexico installed a Valkyrie system for drone tracking whilst the University of Arizona also purchased Valkyrie
26 cameras to track tiny ‘crazyfly’ drones. While the University of Manitoba acquired a large Valkyrie system for both
Unmanned Aerial Vehicle (UAV) and ground robot tracking in an indoor agriculture research facility.
LBE reported a slight revenue decline year on year of 5% and accounts for 6% of orders in hand. Despite this, LBE remains an
attractive market and presents a clear growth opportunity going forward, but for the time being remains sensitive to customer
roll out plans and consumer acceptance of this exciting application. Our partner Sandbox VR recently announced their
45th location and Immersive Gamebox opened their 30th location in the year with exciting news announced of their multi-million
pound and multi-territory agreement with Merlin Entertainments, a family entertainment company.
Overall, Entertainment represented the largest segment of revenues but given strong performances in Life Sciences and
Engineering in the second half, it is likely that we can expect a more even balance of revenues in the year ahead.
Included in the Gross Profit, the Product gross margin was 68.0% (FY22: 70.5%). This was largely driven by more expensive
components as a consequence of the challenging supply chain constraints over the past two years together with product mix.
The supply chain constraints have, for the most part, returned to normal so replenishment of Inventory will be at lower cost.
The overall cost base increased during the year reflecting the investment set out in our five-year plan, the resources are now
largely all in place. Given the above, Vicon reported an improved Adjusted PBT* of £8.2m (FY22: £5.4m).
In addition to our markerless development outlined earlier, FY23 also saw the development and release of numerous software
updates that serve our existing markets including Tracker 4.0 in Engineering, Shogun 1.09 and Shogun 1.10 in Entertainment,
Nexus 2.15 and Nexus Insight in Life Sciences and Evoke 1.6 in the LBE market. All these releases kept our solutions relevant,
and at the cutting edge, ensuring the best customer experience.
CURRENT TRADING AND OUTLOOK
With ongoing market demand, Vicon starts the new financial year with an Order Book of £11.5m which, together with a
growing sales pipeline, provides the business with visibility on over a half of expected revenues for the year ahead. The year
ahead will also see the start of the commercialisation of our markerless technology. In this regard, revenue expectations for the
year ahead from that product are modest ahead of a more expected material contribution in FY25.
In FY23 we saw decline in product gross margins arising from supply chain cost pressures; the supply chain situation has now
normalised, and we expect to see recovery closer to historic performance in FY24.
The cost base increased in FY23, reflecting the planned investment to deliver the five-year plan. We feel the key resources to
deliver the plan are in place and will open a new dedicated markerless facility in Oxford in FY24. More generally the cost base
is not immune to the current inflationary environment, so some underlying increase is to be expected.
The Group remains in good financial health which includes a net cash position of £64.8m. With these resources the Group can
move forward with confidence and in a strong position both to pursue further M&A in line with the five-year plan and enhance
earnings per share.
The Board looks forward to the new financial year which is set to see further underlying growth in our existing markets whilst
laying the foundations for future growth including the rollout of markerless in Vicon.
Imogen Moorhouse
CEO
* Profit Before Tax before Group recharges adjusted for share-based payments, amortisation and impairment of intangibles
arising on acquisition and additional Contemplas consideration deemed remuneration.
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OXFORD METRICS PLC ANNUAL REPORT 2023
FINANCIAL REVIEW
David Deacon, CFO
INCOME STATEMENT
The Group reported revenue from continuing operations of £44.2m (FY22: £28.8m) representing a headline increase of 53.5%.
The year on year FX effects were modest: on a constant FX basis revenues increased by 52.4%. From a geographical
perspective, our Asia Pacific region had a strong year driven by Entertainment reporting 74.8% year on year growth, whilst
Vicon USA, our largest market in the year reported year on year growth of 61.0%.
Gross Profit margin declined to 65.0% (FY22: 67.5%), which reflected the usage of higher cost components acquired during
the supply chain challenge of the last few years and product mix within year. In real terms Gross Profit improved year on year
by £9.3m to £28.7m.
Reviewing the cost base within the Income Statement:
•
•
•
Sales, Support and Marketing costs increased by £1.6m which was largely due to increased revenue generation activity,
additional marketing resources and commission.
Research & Development expensed through the Income Statement was £6.5m (FY22: £3.5m). The continual investment
and innovation in product and services is necessary to maintain the Group’s competitive position; this included a number
of the new products released during the financial year. In addition, the markerless project, described in the CEO review
was expensed during the year as research into the technology progressed toward a marketable and capitalisable product
in the future.
Administration expenses. Excluding the presentational effect of the Yotta disposal, the underlying increase was £1.7m from
continuing operations which was due to augmentation of back office and operational management together with
performance related payments.
Adjusted PBT* of £6.5m (FY22: £2.6m) has been determined after adding back to the Statutory PBT £6.3m (FY22: £2.7m)
non-cash items such as amortisation and impairment of acquired intangibles, share option charge and non-recurring items.
A full reconciliation is available in note 7.
Compared to the first half, second half profitability did benefit both from an increased gross margin as a result of higher
revenues and from additional Interest received, however the Adjusted PBT performance in the second half of £2.4m compared
with a first half performance of £4.1m. The imbalance was largely caused by costs incurred or accrued in the second half that
in practice relate to the full year, such as higher marketing and performance related incentives finalised at the end of the year.
Taking this effect into account underlying profitability in the second half was similar to the first half.
STATEMENT OF FINANCIAL POSITION
Goodwill and intangibles
The overall balance was largely unchanged at £10.2m (FY22: £10.1m) reflecting the addition of £2.1m (FY22: £3.4m) of
capitalised development in the year less amortisation and impairment of development costs £1.7m (FY22: £1.4m) and the
amortisation and impairment of acquired intangibles of £0.3m (FY22: £0.3m).
Property, plant and equipment
The value of fixed assets increased to £2.5m (FY22: £1.6m). The movement arising due to investment of £1.5m (FY22: £0.6m)
in the year which included Leasehold Improvements for the new Denver office, a variety of IT related equipment and a
Dreamscape pod. Depreciation charge for the year of £0.6m (FY22: £0.4m).
Right of use assets (IFRS16)
The value of Right of Use assets increased to £3.1m (FY22: £1.4m) during the year which reflected the commencement of a
new lease for our US operations in Denver and a rent review of at our Oxford facility.
Investments
The investment of £0.2m (FY22: £0.2m) relates to a minority interest in Trensl Inc. which provides training VR solutions for the
military and healthcare (rehabilitation). The investment comes back-to-back with an exclusive supply agreement to provide all
systems.
Inventories
The inventory position at the end of the financial year was £7.2m (FY22: £4.5m). Given the supply chain situation over the past few
years, the Group decided to deploy cash during the year to increase inventory in order to hedge against any further disruption.
The supply chain has for the most part normalised, so inventory is expected to return to a lower level in the year ahead.
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OXFORD METRICS PLC ANNUAL REPORT 2023
Trade and other receivables
At the year-end Trade and other receivables were £9.9m (FY22: £7.4m). The net overall increase is due to higher Vicon Trade
receivables £7.6m (FY22: £5.3m), which reflected the pattern of trading in FY23 and Accrued interest £0.6m (FY22: £0.3m).
Current liabilities
At the year-end, Trade and other payables were £11.3m (FY22: £11.3m). Whilst there was no change overall trade payables
decreased at the year-end to £3.8m (FY22: £4.0m), accruals were higher at £3.5m (FY22: £1.9m) and Vicon support contract
liabilities were lower at £3.7m (FY22: £5.1m) due in part to exceptional level of customer deposits last year.
The bank overdraft of £1.2m (FY22: £0.0m) relates to a subsidiary current account where there is technically no legal right of
set-off, we are therefore required to present this balance separately.
The lease liabilities balance reported at £0.7m (FY22: £0.4m) represents the value of lease payments due within one year
relating to right of use assets.
Non-current liabilities
The £0.2m decrease in other liabilities are due to Vicon Support contract liabilities.
The lease liabilities balance reported of £2.5m (FY22: £1.1m) represents the value of lease payments due greater than one year
relating to right of use assets which has increased due to changes described in Right of Use assets.
STATEMENT OF CASHFLOWS
The Group finished the year with Net cash of £64.8m (FY22: £67.7m) including Fixed Term deposits of £42.0m (FY22: £55.0m).
The amount on fixed term deposit was reduced at year-end in readiness for the acquisition of IVS post yearend.
Cash generated by operating activities was £3.2m (FY22: £3.5m).
The deployment of this cash included continued investment in development giving rise to a purchase of intangibles of £2.1m
(FY22: £3.5m), payment of dividends of £3.2m (FY22: £2.5m) and the aforementioned increase in Inventory.
Surplus cash not required for the day to day working capital needs of the business is on a variety of 3-12 month bank deposits
with NatWest and Lloyds Bank. Interest received in cash for the year was £1.2m (FY22: £0.0m).
TAX
The Group tax charge this year is £0.6m (FY22: Credit £0.7m). The tax credit in the prior year arose due to various deferred tax
adjustments including but not exclusively Research & Development tax credits which continues to have a beneficial effect on
the level of corporation tax payable in the UK.
The Group has a net deferred tax liability of £1.1m (FY22: £0.9m).
KEY PERFORMANCE INDICATORS
The Group relies on financial key performance indicators including revenue, profit before tax, adjusted profit before tax (see
note 7) and cash generation to measure the performance of the Group described below. The Group does not use non-financial
key performance indicators to measure performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group’s strategy are subject to a number of risks. The Group monitors
these risks on a continual basis through the use of a risk register and through market intelligence provided by operational
management and determines mitigation plans and actions accordingly. During the financial year under review the risk profile of
the Group has changed. The well publicised global semi-conductor shortage has improved however the general inflationary
conditions have worsened. The key business risks affecting the Group’s ability to deliver on its strategic objectives are set out
below:
Product and technology risk
The Group operates in a complex and competitive technological environment. The business requires continual investment and
innovation in its products and services to maintain its competitive position. In order to mitigate this risk the business has
invested in product marketing with the objective of focusing research and development with specific measurable aims and
goals to meet market needs. The business coordinates each development project with Board monitoring and project
management principles in order to mitigate the length of time that products take to enter the market.
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OXFORD METRICS PLC ANNUAL REPORT 2023
Suppliers
The Group sources certain product components which are only available from a small number of specialist suppliers.
Disruption to the supply chain could have an adverse effect on the business. Where possible, such risks are mitigated by
ensuring ownership of design and intellectual property and maintaining appropriate inventory levels.
Employee retention
The Group’s performance depends largely on its skilled staff. The loss of key individuals and the inability to recruit individuals
with the right experience and skills could adversely impact the Group’s results. To mitigate these matters, the Group aims to
have appropriate management structures and provide competitive remuneration, including share options and where possible
provide continuing career development for key personnel. The Group’s culture, values and behaviours create an environment
that respects and values staff, making Oxford Metrics an attractive and inclusive place to work.
Market
The Group operates in multiple geographical markets, with the US being a significant market, so there is a risk that territory
and global macro-economic conditions may result in one or more of these markets being adversely affected and the revenues
of the business impacted accordingly. However, by virtue of selling in multiple geographical markets the impact of localised
economic downturn in one or a number of markets is minimised.
Vicon operates in four distinct areas described below. In mitigation of the risks identified Vicon operates in multiple
geographies, through well-established key distributors, who provide insight into local markets and an effective defence against
competitive activity. Disruption to Vicon’s relationship with these key distributors would have an adverse effect on the
business. However, Vicon has a well-established and respected brand and through continual innovation maintains a
competitive advantage over the competition.
Life Sciences – Our customers are primarily medical and educational institutions funded largely, but not exclusively,
by Government which are subject to national budgetary decisions although in many markets these areas of spend are
protected to some extent.
Engineering – The majority of our customers are largely commercial organisations whose investment decisions are
determined by general macro-economic conditions in their markets so revenues can be affected accordingly. The
remaining customers tend to be higher education research establishments whose funding is ultimately controlled by
national budgetary decisions.
Entertainment – Our customers are commercial organisations who produce content for the film, TV and video game market
place. Spending in this market tends to be erratic and ultimately driven by consumer demand for content which by virtue
of this market place cannot always be guaranteed.
LBE – Our customers are commercial organisations that provide location-based entertainment. Spending in this market is
driven by consumer interest in virtual and inter-active experiences so our ultimate success in this market is subject to
consumer demand.
Financial
The business has outlined its principal financial risks in note 20 to the accounts. These are broadly summarised as foreign
currency and credit risks. Typically 40% of the Group’s revenues are generated from its US subsidiaries in US dollars, together
with some overseas territories which purchase in US dollars and Euros. Changes in exchange rate could have an adverse
effect on revenues and profitability of the Group. Where possible the Group aims to mitigate this by making purchases and
engaging personnel in local markets.
Inflationary pressure
As a result of macro-economic events, the risk of inflation has become more significant and has the potential to damage the
Group’s financial performance. The Group’s exposure can be summarised as follows:
Staff costs account for half of the cost base – The ongoing so-called ‘Cost of Living’ crisis may give rise to the need to
increase remuneration in order to retain staff and morale.
Cost of Goods accounts for a quarter of the cost base – The well-publicised global semi-conductor shortage may result in
the cost of key components increasing over time.
The remaining cost base consisting of operational and general overheads are subject to general inflationary pressures
which may result in increased costs.
In mitigation, the business has the opportunity to increase customer prices and optimise bill of materials to maintain product
gross margins and to seek alternative suppliers to secure competitive terms where possible.
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OXFORD METRICS PLC ANNUAL REPORT 2023
Non-Financial
The business continually assesses its exposure to non-financial risks. These are broadly summarised as competition,
reputation and product related risks. The Board is cognisant of this information when determining business strategy.
Global Pandemic
The Covid-19 pandemic has abated but it is not inconceivable that future trading conditions could be affected adversely again
causing disruption to demand and our customers’ ability to take delivery of our products and services. In mitigation, the Group
has successfully adapted working practices in the past to ensure the safe continuation of manufacturing and the delivery of
services through remote methods to fulfil demand.
Oxford Metrics Streamlined Energy and Carbon Reporting (‘SECR’)
FY23 is the first year that Oxford Metrics is reporting under the Streamlined Energy & Carbon Reporting (SECR) framework.
In accordance with the requirement of SECR, Oxford Metrics has reported Scope 1, 2 and associated Scope 3 greenhouse gas
(GHG) emissions for its UK business, for the period 1 October 2022 to 30 September 2023 using the GHG Protocol Corporate
Accounting and Reporting Standard methodology to calculate emissions. Although Oxford Metrics has presence outside of the
UK, the UK operations represent the significant proportion of the business. We have a small office in New Zealand working
exclusively on research and development; and an office in Denver in the US, focused on US sales and support with a relatively
small number of finance, sales, customer support, logistics and research and development employees. All manufacturing of
our hardware and software, which generates our material Scope 1 and 2 emissions, is done in the UK.
The tables included in this report show Oxford Metrics’ total UK energy consumption for Scope 1 and 2, the resulting GHG
emissions by Scope and the chosen intensity metric. We have chosen tCO2e per £million revenue as the most appropriate
intensity metric for Oxford Metric’s business model.
Calculation Methodology
Responsibilities
Oxford Metrics was responsible for collection and aggregation of the data, which includes the associated kWh readings from
gas and electricity bills as well as business fuel use expenses for FY23. Where any data is missing, an estimation model is
used, based on direct comparison of the usage during the same period in the previous year.
Addidat was responsible for the GHG calculation. The UK Government GHG Conversion Factors for Company Reporting,
specifically ‘DEFRA 2023’ were used to calculate emissions of CO2, NO2 and CH4, which are ultimately expressed in a
combined format as tonnes of carbon dioxide equivalent (tCO2e).
GHG sources
Scope 1 covers the Greenhouse Gas (“GHG”) emissions directly associated with Oxford Metrics through the combustion of
fuels in our offices, namely natural gas.
Scope 2 emissions are those indirectly generated through the consumption of electricity on our sites, using the location-based
methodology.
The reported Scope 3 relates to emissions produced from UK business travel, including the use of fuel in personal and hire
cars but excluding taxis and any mileage expenses for non-employees, in line with the SECR regulation. The reported Scope 3
also includes the emissions lost as a result of the Transport and Distribution (T&D) of the electricity purchased by Oxford
Metrics.
UK energy use mWh
Scope 1 - Gas
Scope 2 - Electricity
Total
2023
58.25
316.52
374.77
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OXFORD METRICS PLC ANNUAL REPORT 2023
UK emissions tCO2e
Scope 1
Combustion of gas
Combustion of fuel for transport purposes
Scope 2
Purchased electricity (location-based method)
Total scope 1 and 2 (location-based method)
Scope 3
Category 3: Upstream transport and distribution losses and excavation and transport of fuels
(location-based)
Category 6: Business travel in personal or rental cars for which Oxford Metrics is responsible
for purchase of fuel
Total tCO2e (location-based)
UK GHG emission intensity tCO2e/£m revenue
Scope 1
Scope 2 (location-based)
Scope 1 and 2 (location-based)
Scope 3: Category 3 and 6
Total
Energy efficiency action
2023
10.66
n/a
65.54
76.20
0.01
7.16
83.37
2023
0.24
1.49
1.73
0.16
1.89
Oxford Metrics takes sustainability seriously and is committed to working in an ethically and in an environmentally and socially
responsible way.
Although our business model is not carbon intensive, we are taking several steps to decarbonise our business globally and are
not limited to the scope of emissions we are currently calculating. Our actions include:
•
•
•
Transitioning to fully recyclable packaging and product components
Increasing the recyclability of our products
Reducing waste and maximising the recovery of valuable resources from our products
• Using less paper
•
Redesigning our exhibition operations to increase reuse in materials and local suppliers
• Using UK suppliers where possible
• Cycle to work scheme
We are also building our understanding of our supply chain including understanding environmental practices. More details on
our sustainability strategy can be found on the sustainability page on our website.
Oxford Metrics is a growing business, and our total carbon footprint will likely grow in the medium term as we continue to build
a successful business. For example, our acquisition of Industrial Vision Systems and our planned expansion of our office
space in Oxford this year will increase our energy usage and impact our carbon emissions for FY24. We recognise the
continued need to decarbonise our business in line with business growth.
Section 172 Statement
Board engagement with our stakeholders
Section 172 of the Companies Act 2006 requires a director of a Company to act in the way he or she considers, in good faith,
would be most likely to promote the success of the Company for the benefit of its shareholders as a whole. In doing this,
section 172 requires a director to have regard, among other matters, to: the likely consequences of any decision in the
long-term; the interests of the Company’s employees; the need to foster the Company’s business relationships with customers
and suppliers; the impact of the Company’s operations on the community and the environment; the desirability of the Company
maintaining a reputation for high standards of business conduct; and the need to act fairly with shareholders of the Company.
During the year directors considered the factors set out above in discharging their duties under section 172. The stakeholders
we considered in this regard are the people who work for us, buy from us, supply to us, own us, regulate us as well as the
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OXFORD METRICS PLC ANNUAL REPORT 2023
wider community and environment. The Board recognise that building strong relationships with our stakeholders will help us
deliver our strategy in line with our long-term values and operate the business in a sustainable way.
During the year the Board regularly received reports from Executive Management on issues concerning employees, customers,
suppliers, investors and on wider issues concerning the environment, communities, regulators and governments to the extent
appropriate, which it took into account in its decision-making process under section 172 in relation to risks and uncertainties
described in the Strategic Report on page 7. In addition to this, the Board sought to understand the interests and views of the
Group’s stakeholders by engaging with them directly as follows:
•
•
•
•
•
The Board received employee updates from Executive Management using various metrics and feedback tools including
performance appraisals and training needs and engaged with employees in two-way meetings to ensure that employees
were kept well-informed about the business and continued to ensure that we remained a trusted and safe employer.
The Board regularly received updates on feedback from investors from the Chairman, CEO and CFO who met frequently
(in person or remotely) with institutional investors to discuss and provide updates about – and seek feedback on – the
business, strategy, long-term financial performance, directors’ remuneration policy and dividend policy to the extent
appropriate. The CEO and CFO also provided the opportunity for the wider shareholder base to see full year and interim
presentations using the InvestorMeet platform which included Q&A. Investors also had a Q&A opportunity at the last AGM.
Through professional services and support functions who engage directly with customers through on-site and remote
meetings the Executive Team continued to foster good customer engagement and receive valuable feedback to ensure
customer satisfaction and retention.
Through professional Supply Chain Management who engage directly with suppliers through on-site and remote meetings, the
Executive Team ensured the interests of suppliers were regularly considered and provided demand forecasts where
appropriate.
Throughout the year, the Board continued to oversee the management and operation of worldwide business activities in
conformity with applicable laws and regulations whilst maintaining the Company’s reputation for integrity and fairness in
business dealings with third parties.
Aware of the interests of all stakeholders, matters of particular focus during the financial year included:
•
•
•
•
The selection of development opportunities and leveraging the core IP across the business during the year.
The directors continued to evaluate numerous merger and acquisition opportunities that would support growth and amplify
the effectiveness of the now Vicon focused Group.
The Board reviewed the Group Treasury Policy which included due consideration to the selection and security of cash
deposits. Furthermore, the Board also kept under review the mechanisms of returning cash to shareholders.
The directors considered succession planning and in particular the selection of a new Group CEO following the resignation
of the former Group CEO.
The Board believe that no particular stakeholder was disadvantaged as a result of decisions taken during the year and were
consistent with protecting the long-term interest of stakeholders whilst promoting the long-term success of the business for
the benefit of shareholders.
For further details of how the Board operated and the way in which decisions were made, including key activities during the
financial year ended 30 September 2023 and Board governance, see pages 15 to 18 and the Board Committee reports
thereafter.
On behalf of the Board
Imogen Moorhouse
Chief Executive and Director
4 December 2023
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OXFORD METRICS PLC ANNUAL REPORT 2023
REPORT OF
THE DIRECTORS
The directors present their report together with the audited consolidated and parent Company financial statements for the year
ended 30 September 2023.
Business review
Oxford Metrics plc is a holding Company. The nature of the Group’s operations and its principal activities are set out in the
Strategic Report on pages 4 to 11. Its subsidiary undertakings are shown in note 16. The Strategic Report includes details of
the market overview; key growth drivers; our business model; strategic objectives; principal risks and uncertainties; key
performance indicators and a summary of 2022/23 performance.
Likely future developments
The Group’s likely future developments are discussed within the Strategic Report on page 4.
Share capital
The Company has one class of ordinary shares which carry no right to a fixed income. Full details of changes in share capital
during the year are shown in note 24 to the financial statements. Details of employee share options are set out in note 25.
Dividends
The directors are proposing a final dividend in respect of the financial year ended 30 September 2023 of 2.75 pence per share
which will absorb an estimated £3,587,000 of shareholders’ funds. This dividend, if approved, will be paid on 14 February 2024
to shareholders on the register of members at close of business on 15 December 2023.
Research and development
During the year, the Group’s continuing operations expensed £6,543,000 (2022: £3,547,000) in research costs. In addition,
£2,127,000 (2022: £3,435,000) of development costs were capitalised.
Research and development costs are principally the costs of employees involved in research and development, together with
related equipment and materials for hardware development and external costs. Further information regarding the nature and
value to the Group of this expenditure is explained in the Strategic Report.
Directors and their interests
The interests of the directors in the shares of the Company and their interest in options over the shares of the Company at
30 September 2023 are disclosed in the Report on Directors’ Remuneration.
The directors who served during the year and up to the date of signing of these financial statements were as follows:
Roger Parry
David Quantrell
Naomi Climer
Paul Taylor
Nick Bolton (resigned 30 September 2023)
Imogen Moorhouse (appointed 1 October 2023)
David Deacon
Catherine Robertson
At the Annual General Meeting of the Company Imogen Moorhouse, David Quantrell and Naomi Climer will retire and being
eligible, offer themselves for re-election.
Financial instruments
Information about the Group’s management of financial risk can be found in note 20 of the financial statements.
Directors’ indemnity insurance
The directors confirm that qualifying third party indemnity provisions are held.
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OXFORD METRICS PLC ANNUAL REPORT 2023
Employees
The Group ensures that all employees are kept informed, as far as is practical, with regard to the activities of the Group. This is
achieved through the use of staff briefings and electronic communications. It is the Group’s aim that recruitment and
development of staff should be determined solely on ability and other relevant requirements of the job. Disabled persons and
those who become disabled are given the same consideration as others and, depending on their skills, will enjoy the same
prospects as other staff.
The Group considers all forms of discrimination to be unacceptable in the workplace and is committed to promoting equality of
opportunity for all staff and job applicants. This includes in job advertisements, recruitment and selection, training and
development, opportunities for promotion, conditions of service, pay and benefits, conduct at work, disciplinary and grievance
procedures, and termination of employment.
The Group’s policies on health & safety are continually under review, ensuring that current practices comply with the laws
applicable in the countries in which it operates.
Going concern
In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether
the Group can continue in operational existence for the foreseeable future.
The going concern review considered the following key areas:
Market considerations
The Group’s primary markets are life sciences, engineering and location based entertainment. The directors have assessed the
prospects in these markets together with the inflationary environment.
The Life Sciences market segment historically accounts for around 50% of Vicon revenues. This segment serves customers
including hospitals, medical research centres, universities and sport research. For the most part, these customers are financed
by Government grants and to a lesser extent by charitable donations. There is currently no evidence that Governments are
seeking to reduce expenditure in these areas.
The Entertainment segment serves customers in the video games industry, Location Based Entertainment (‘LBE’) and TV/Film
and historically accounts for around 25% of Vicon revenues. These customers are typically commercial organisations in nature.
The sector has demonstrated resilience during the pandemic and would appear to be less sensitive to the threat of recession.
Those customers involved in video games are enjoying increased demand. Those involved with solutions provided to the
general public (LBE) have resumed expansion plans and have ambitious rollout targets over the coming years. Those involved
in TV/Film have been adopting virtual production as evidenced by growth over the past two years.
The Engineering market segment historically accounts for around 25% of Vicon revenues. This segment serves customers that
use our technology in an engineering context to design and/or manufacture goods. These customers are typically commercial
organisations in nature and address many sectors which may be sensitive to macro-economic factors such as recession in
certain markets.
Operational readiness
Oxford Metrics as a whole adapted to virtual working during the pandemic and demonstrated the business could operate
effectively during this period. All operations have returned to normal though this ‘new normal’ includes more remote working
and will continue through FY24 and beyond. In the event of a ‘pandemic’ like event in the future the business would adapt as
before. The Group recognises that ‘human capital’ is essential for future success and has included measures in the financial
forecasts to enhance compensation to maintain a high retention rate and has included proposed new recruitment at near
market rates.
Financial considerations
The Company has no external financing and as at the balance sheet date had cash balances, including fixed term deposits, of
£64.8 million. Future trading performance is likely to be more volatile following the disposal of Yotta, however, the financial
strength of the Group is capable of trading through significant disruption arising from a further pandemic or significant
macro-economic events.
Stress testing
Based on the above considerations, multiple combinations of a revenue shortfall, gross margin erosion and foreign exchange
risk have been considered. Given a worst case, the impact on cash generation and cash reserves could be tolerated and would
not impact the ability of the business to continue trading. The result of this analysis is that the directors are confident that the
business has sufficient cash liquidity to sustain very significant and prolonged reductions in trading revenue.
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OXFORD METRICS PLC ANNUAL REPORT 2023
The directors, having prepared cash flow forecasts and given due consideration to the inflationary environment and residual
supply chain challenges and general macro-economic uncertainty on the Group’s markets, operations and financial risk, have
assessed that there is no material uncertainty with the Group’s ability to continue operating as a going concern for a period in
excess of 12 months from the date of signing the financial statements. For this reason, the directors continue to adopt the
going concern basis in preparing the financial statements.
Statement on disclosure of information to auditors
So far as each director is aware, there is no relevant audit information of which the Group’s auditors are unaware. Relevant
information is defined as “information needed by the Group’s auditors in connection with preparing their report”.
Each director has taken all the steps (such as making enquiries of other directors and the auditors and any other steps
required by the director’s duty to exercise due care, skill and diligence) that they ought to have taken as a director in order to
make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of that
information.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are
required to prepare the Group and Company financial statements in accordance with UK adopted International Accounting
Standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
•
select suitable accounting policies and apply them consistently.
• make judgements and accounting estimates that are reasonable and prudent.
•
•
state whether they have been prepared in accordance with UK adopted International Accounting Standards, subject to any
material departures disclosed and explained in the financial statements.
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website.
Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance
and integrity of the Group's website is the responsibility of the directors. The directors' responsibility also extends to the
ongoing integrity of the financial statements contained therein.
Auditors
BDO LLP offer themselves for reappointment as auditors and a resolution will be proposed at the AGM to approve the auditors
reappointment.
On behalf of the Board
David Deacon
Director
4 December 2023
14
OXFORD METRICS PLC ANNUAL REPORT 2023
CORPORATE
GOVERNANCE REPORT
Directors’ statement on corporate governance
The Chairman of Oxford Metrics plc is ultimately responsible for the corporate governance of the Group but the Board as a whole
considers that good corporate governance is a key driver in the success of the business and accountability to the Company’s
stakeholders, including shareholders, customers, suppliers and employees is vital in that governance.
The Board of Directors is accountable to shareholders for the good corporate governance of the Group. In 2018 the Group
formally adopted the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code aims to apply the
key elements of the UK Corporate Governance Code and other relevant governance guidance to the needs of small and medium-
sized listed PLCs. Details of how we apply the Code and ensure good governance over the business is now available for all
stakeholders to review and understand on our corporate website at oxfordmetrics.com/code. An extract is provided below.
Establish a strategy and business model which promotes long-term value for shareholders
Our strategy and new five-year plan were launched in October 2021 and set out in the Company's annual report and financial
statements. Subsequent annual report and financial statements update shareholders as to how the strategy and plans are
progressing. Specifically, the Strategic Report section of the annual report and financial statements covers our business model,
our strategy and how we aim to drive long-term value for shareholders.
Embed effective risk management, considering both opportunities and threats throughout the organisation
The Board is responsible for ensuring the Group has effective and sound systems of internal controls, which are designed to
manage, but not eliminate, the risk of failure to achieve business objectives and provide reasonable assurances against
material misstatements and loss. The day to day management and monitoring of the Group’s internal control systems is
delegated to the Chief Financial Officer.
Risk management and risk register
The Board has embedded an effective risk management framework to identify, evaluate and manage opportunities and risks, in
order to execute the strategy and five-year business plan. The principal risks and uncertainties are discussed in the Strategic
Report on page 7. The Chief Financial Officer ensures that the Group’s risk management framework and culture are embedded
within the business. The executive directors provide assurance to the Board, through the Audit Committee, that risks are
appropriately monitored, escalated and managed within the risk appetite of the Board.
The Company’s risk register is compiled annually, by non-executive director and Audit Committee member, David Quantrell,
with input from senior members of staff from across the Company and presented to the Board to inform its strategy review,
and to enable the Board to identify, manage, and mitigate risks.
Internal Audits
The Company has an internal audit function and conducts system audits periodically which include:
•
•
•
•
•
•
ISO9001:2015 Quality Management Systems Vicon Denver – Annually,
ISO9001:2015 Quality Management Systems Vicon Yarnton – 5 times per year,
ISO13485:2016 Medical Quality Management Systems Vicon Yarnton – 5 times per year,
93/42/EEC as amended Medical Devices Directive Production Quality Vicon Yarnton,
Information Asset Penetration Testing - Internal 12 days per year and external 7 days per year, and
RAPID7 and Business Continuity Exercises.
Maintain the Board as a well-functioning, balanced team led by the Chair
There are three executive, and four non-executive Board members. All non-executive Board members are considered independent.
The Board operates formally through meetings of the full Board, and informally through regular contact between directors. Matters
reserved for the Board include investor relations, strategy, review and approval of budgets and forecasts, financial performance and
reporting, dividends, risk management, major capital expenditure, and mergers, acquisitions and disposals.
The Board is kept informed outside its formal meetings by monthly reports from the Chief Executive that include information on the
Company’s financial and operational performance. The Board agenda and information relating to the agenda are sent to Board
members before all formal Board meetings. Board minutes are circulated to all members within 7 days of each Board meeting.
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OXFORD METRICS PLC ANNUAL REPORT 2023
The Board meets formally six times a year. No director has been absent from a Board meeting during the 12 months from
1st October 2022 to 30th September 2023.
Non-executive directors are expected to devote as much time as is necessary for the proper performance of their duties, at a
minimum, 15 days per year or more if serving on a committee. Executive directors are full-time employees and expected to
devote as much time as is necessary for the proper performance of their duties, there is no specific time commitment.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Directors’ biographies are summarised below and are available on the corporate website.
Roger Parry – Chairman
Roger joined the Board in June 2016 with an extensive career in the media sector. Currently Chairman of YouGov plc, Mobile
Streams plc plus a number of private companies. He has held a variety of Chairman roles including Johnston Press plc, Future
plc and Shakespeare's Globe. Previously he was CEO of Clear Channel International and More Group plc and spent 3 years
with McKinsey, the international consulting firm and prior to that was a TV and radio journalist with the BBC and ITV.
David Quantrell – Non-executive Director, member of Audit Committee and Remuneration Committee
David joined the Board in June 2018 with more than 30 years of senior management experience across a range of high growth
global software businesses including HP, Mercury Interactive and McAfee. Most recently he was Senior Vice President and a
member of the Global Management Team at Box, the cloud storage company, where he helped to establish the brand in
Europe in a period where the Company experienced dramatic growth and a successful IPO.
Naomi Climer – Non-executive Director, Chair of Remuneration Committee and member of Audit Committee
On 20 November 2019, we appointed Naomi Climer to replace Jonathon Reeve as Chair of the Remuneration Committee.
Naomi has had a successful executive career in broadcast, media and the communications technology sectors with the BBC,
ITV Digital and Sony. Naomi is currently a Non-Executive Board Member at Sony UK Technology Centre, a Non-Executive
Director at Focusrite plc, Chair at the International Broadcasting Convention Council (an advisory body), Trustee and Vice
President at the Royal Academy of Engineering, Co-chair at the Institute for the Future of Work and a Member of the Science
and Technology Awards Committee.
Paul Taylor – Non-Executive Director and Chair of Audit Committee
Paul joined the Board in October 2021 and brings over 20 years of boardroom experience as an Executive and Non-Executive
Director, and throughout his career has remained connected to growth technology businesses. Paul spent a large part of his
executive career with AVEVA Group plc, where as CFO he was part of the team that delivered consistently high levels of growth
in revenue and profitability both organically and through acquisition. Paul has also served on the Board on a number of
technology businesses in a Non-Executive capacity supporting Executive teams in delivering strong stakeholder returns. Paul
is currently Chairman of IQGeo plc and Trustee of the CADCentre pension scheme.
Imogen Moorhouse – Chief Executive Officer
Imogen was appointed CEO of Oxford Metrics in October 2023. With a 22-year tenure at Vicon, she gained increasing levels of
responsibility across the business, culminating in her appointment as Vicon’s CEO in 2012. Imogen has successfully grown the
Vicon business organically and through acquisition and has been integral to the development and implementation of Oxford
Metrics current 5-year growth strategy.
David Deacon – Chief Financial Officer
David joined Oxford Metrics in 2008 as Chief Financial Officer. Before joining he was CFO of AIM listed Mediasurface for five
years where he successfully floated the business in 2004 and concluded the disposal of the business in 2008 to Alterian plc.
Prior to this he held senior financial positions with R.L Polk & Co, Wonderware Inc. and Kalamazoo Computer Group plc.
Cathy Robertson – Executive Director and Company Secretary
Cathy joined Oxford Metrics in 1985 and was Financial Controller for 10 years. She has over 30 years’ experience in law,
finance, and administration. Prior to joining the Group she began her career with the UK subsidiary of a US company, working
with the founders to establish a thriving electronics business.
Directors are able at the Company’s expense to seek independent professional advice as required to support their role either
as a member of a Board committee or for any matter within the terms of reference of the Board. A list of the Company’s
external advisors is available on page 73.
A formal evaluation of the performance of the directors is conducted annually and the directors are able to seek independent
training and development as required to support their roles.
16
OXFORD METRICS PLC ANNUAL REPORT 2023
The Audit Committee works with the Company’s auditor BDO LLP. During the year the Company Secretary was supported by
Numis Securities Ltd, Oxford Metrics plc’s nominated advisor and sole broker, and Goodman Derrick LLP.
The Remuneration Committee is supported by PwC and Mercer Kepler on matters falling under its terms of reference, and the
Company Secretary. The Company Secretary advises the Board on a range of regulatory and compliance matters.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
An overview of directors’ responsibilities can be found within the Report of the Directors’ on page 14.
The Chief Executive’s objectives are set by the Chair and the Remuneration Committee in consultation with other non-
executive Board members, and the objectives of the executive directors are set by the Chair and the Remuneration Committee
in consultation with the Chief Executive. The Board has an annual effectiveness review cycle consisting of reviews of the
performance of executive members of the Board by the Non-executive Board members, and a review of the Chairman’s
performance by all other non-executive and executive directors. The reviews conducted during the year concluded that the
Chairman and executive directors continue to contribute effectively to the Board.
The Board reviews its performance against its objectives to provide entrepreneurial leadership of the Company within a
framework of prudent and effective controls, set the Company’s strategic aims and ensure the necessary resources are in
place to meet these aims, to provide effective leadership to ensure the Company’s values and standards are upheld, and to
fulfil its obligations to shareholders and stakeholders.
Non-executive directors are expected to devote as much time as is necessary for the proper performance of their duties, at a
minimum, 15 days per year or more if serving on a committee. This will include attendance at a minimum of six Board
meetings, the AGM, at least one annual Board away day a year, at least one site visit a year, meetings of the non-executive
directors, meetings with shareholders, meetings forming part of the Board evaluation process and updating and training
meetings.
The Board keeps the issue of Board effectiveness under continual review and will continue to consider best practice in matters
relating to Board effectiveness, consistent with the size, range of activities, and stage of development of the Company.
Succession plans for all members of the Company’s Board and senior managerial roles across the Company are in place and
are regularly reviewed.
Promote a corporate culture that is based on ethical values and behaviours
The Board is committed to promoting a socially responsible culture throughout the Company and encouraging high ethical
standards in all its activities. The Company’s culture is communicated to the employees through engagement at Company
meetings and by other means, and employees are expected to exercise high ethical and moral standards at all times in their
dealings with the Company’s stakeholders. The Board monitor and promote this corporate culture by engaging in open
feedback with employees.
The Company has an anti-bribery policy and is committed to the elimination of modern slavery and human trafficking in its
supply chain.
The Board sets clear expectations regarding the Group’s culture, values and behaviours. We believe that it is vital that the
Board and our employees behave in a way that reflects the underlying values of the business.
The Company’s recruitment and employment policies are under continual review in order to maintain high ethical standards
and best practice, and to provide a working environment in which its employees are able to realise their potential and
contribute to the business. Applications are given full and fair consideration irrespective of nationality, ethnic origin, religion,
disability, sexual orientation, age, marital or civil partnership status or gender identity. The Company is committed to providing
for the health and safety of its employees and visitors to its premises through use of best practice and regular audits of the
Company’s health and safety policy and practices by external consultants.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders
The Company holds an Annual General Meeting annually in February. Agendas for General Meetings for the last 5 financial
years are available on the corporate website. There have been no resolutions put to a General Meeting that have resulted in
less than 80% of the votes cast in favour of the resolution in the last 5 years. The Company’s historic annual reports are also
available on the website.
This annual report and financial statements are available on the website and hard copies are available to all shareholders.
The Board consider that information available in these and previous annual report and financial statements together with the
corporate website provide sufficient information with regard to the reporting of the Audit Committee and Remuneration
Committee activity. The Board will continue to review the disclosures of the Audit and Remuneration Committees.
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OXFORD METRICS PLC ANNUAL REPORT 2023
As well as the Company’s general meeting with shareholders, the Chief Executive and Chief Financial Officer give formal
presentations to significant shareholders twice each year and have primary responsibility for communicating the views of these
shareholders to the Board. The Chairman has also had an occasional meeting with shareholders and financial advisors.
The Board does not currently recognise any constraints or circumstances that affect the Company uniquely.
The Remuneration Committee members are Naomi Climer (Chair) and David Quantrell who meet formally on at least two
occasions annually. No director has been absent from a committee meeting. The terms of reference of the Remuneration
Committee is available on page 15 of the Company’s Admission Document. Full information on the Remuneration Committee
and its policies are discussed in the Report on Directors’ Remuneration on page 20.
The Board acts as a whole as the Nominations Committee and meets when a new director needs to be appointed.
Appointments to the Board are made by consultation with, and the agreement of, the whole Board. Suitable candidates are
sought through external senior recruitment consultants.
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OXFORD METRICS PLC ANNUAL REPORT 2023
AUDIT COMMITTEE
REPORT
During the year the Audit Committee members were Paul Taylor (Chair), Naomi Climer and David Quantrell. The Audit
Committee meet formally on at least two occasions annually. No director has been absent from a committee meeting.
The terms of reference of the Audit Committee is available on page 15 of the Company’s Admission Document. The Committee
has a calendar of events agreed each year and senior managers and the external auditors (BDO LLP) may attend meetings at
the request of the Committee.
The key responsibilities of the Audit Committee are:
– monitoring the integrity of the financial statements, including approving any material changes in accounting policy,
reviewing the financial statements, and any market announcements relating to the Group’s financial performance;
–
reviewing the integrity of internal financial controls, risk management systems and codes of corporate conduct and ethics;
and
– making recommendations to the Board regarding the engagement of external auditors.
During the year, the topics subject to Committee discussion at formal scheduled Committee meetings included:
–
–
–
–
review of the risk register, assessing how each risk identified is being monitored and ensuring the process of how these
risks are being actively managed is in place;
receipt and consideration of reports from the external auditors regarding the scope and findings of their audit of the annual
report;
recommendation of the annual report and half-year report to the Board for approval, together with the management
representation letter and audit fees;
review of audit and non-audit related fees paid to the external auditors and monitoring the independence of the external
auditors.
To ensure the objectivity and independence of the external auditors, any service provided by the external auditors must be
approved in accordance with the Group’s policy on auditor independence and the provision of non-audit services, which is
consistent with the FRC Ethical Standards for Auditors.
The external auditor is only selected to provide non-audit services if they are well placed to provide the required service at a
competitive cost and the Committee is satisfied that the assignment will not impair their objectivity. In accordance with relevant
professional standards, the external auditors have confirmed their independence as auditors in a letter to the directors. Details
of fees paid to the external auditors for both audit and non-audit services are given in note 6 to the financial statements.
By order of the Audit Committee
Paul Taylor
Chair
4 December 2023
19
OXFORD METRICS PLC ANNUAL REPORT 2023
REPORT ON DIRECTORS’
REMUNERATION
Dear Shareholder
On behalf of the Board, I have pleasure in presenting the Report of the Remuneration Committee for the year ended
30 September 2023. The Directors’ Remuneration Report Regulations are not a requirement for AIM companies. However, for
improved transparency and in response to investor feedback, certain disclosures relating to directors’ remuneration are set out
in this report.
The Committee comprises of three Non-Executive Directors: Naomi Climer (Committee Chair), David Quantrell and Paul Taylor.
The Remuneration Committee determines and agrees with the Board the framework for the remuneration of the Company’s
Chairman, Executive Directors and, as appropriate, other senior members of the executive management. No individual is
involved in making decisions relating to their own remuneration.
The objective of the Committee is to ensure that senior executive remuneration is competitive, incentivises and rewards good
performance, supports the Company’s strategy, helps the Company continue to grow profitably, and aligns senior
management with stakeholders’ interests. Due consideration is given to all relevant factors including Company performance
and individual performance and the approach to employee remuneration throughout the Company; reference is also made to
market and best practice and external benchmarks, as appropriate. The Committee meets formally at least twice a year and at
such other times as the Committee Chair shall require or as the Board may request.
The Committee met twice during 2023.
The full terms of reference for the Remuneration Committee were last updated on 16 November 2023.
The primary roles and responsibilities of the Committee are to:
•
•
•
•
•
•
•
agree with the Board the policy for the remuneration of the Company’s Chairman, Executive Directors and, as appropriate,
other senior members of the executive management;
review the ongoing appropriateness and relevance of the Company’s remuneration policy;
determine the total individual remuneration package for each Executive Director and other senior executives including
bonuses, incentive payments and share/option awards;
determine the policy for and scope of any pension arrangements for each Executive Director and other senior executives;
oversee any major changes in employee benefit structures across the Company or Group;
review the performance and award of any options granted;
agree the terms and conditions for any remuneration consultants appointed by the Committee.
This report is split into two sections. The first provides the general principles that the Board has agreed should govern
executive remuneration; the second section details how these principles were applied in the financial year under review
followed by analysis of remuneration paid during the year.
PART 1 – Policy on Executive Directors' remuneration
Element of Remuneration Purpose and Strategic Relevance Policy & Approach
Attract, retain, and motivate talented
individuals while promoting responsible
corporate governance and aligning executive
remuneration with shareholder value creation.
The Remuneration Policy is established to
align the interests of executives and staff with
the long-term success and sustainability of
the Company.
General
Base Salary
To recruit and reward executives of a suitable
calibre to execute the Company’s strategy by
paying competitive levels of fixed
remuneration.
Base salaries are reviewed annually by the
Committee considering changes in roles and
responsibilities, prevailing market context,
consistency with staff remuneration practices
and benchmark comparisons with other
companies of a similar size and complexity.
Benefits typically include medical insurance,
life insurance, car allowances.
Benefits
To support the well-being of executives.
20
OXFORD METRICS PLC ANNUAL REPORT 2023
Element of Remuneration Purpose and Strategic Relevance Policy & Approach
Pension
To assist with post retirement financial
planning.
Annual Bonus
To incentivise the achievement of the
Company’s short-term operational and
financial goals whilst promoting long term
sustainability.
Long Term Incentive (‘LTIP’)
To incentivise the delivery of the Company’s
long-term strategic objectives and provide
alignment with shareholders through the use of
share-based incentives.
A pension contribution of up to 15% of base
salary is paid including the option to take a
cash alternative. Consideration has been
given to the alignment with pension
contribution levels for staff.
The maximum bonus is set as a percentage
of base salary, 80% CEO, 70% CFO and 40%
for other Executive Directors.
The potential bonus is split 70%/30% for all
Executive Directors between Financial and
Operational objectives which are set annually
for each Executive Director.
The Company uses the LTIP to underpin the
Company’s growth strategy. Inflight LTIP
awards will vest based on Total Shareholder
Return (‘TSR’) performance over a five-year
period commencing with FY22, to align with
the time horizon of our existing Strategic
Plan.
The Board is currently considering the
appropriate long term incentive structure for
the new CEO, details of which will be
published at the appropriate time.
Executive Service agreements
No Executive director has a service agreement with a notice period that exceeds 12 months.
Non-executive Directors
The Non-Executive Directors do not have service contracts but instead have letters of appointment which contain details of the
terms of office, period of appointment, fees and the policy for reimbursing reasonable expenses incurred in the performance of
their duties. In line with corporate governance good practice, the Company require all Non-Executive Directors (along with the
Executive Directors) to stand for re-election at the first AGM following appointment and every 3 years thereafter.
PART 2 – How the Remuneration Policy was applied in the financial year under review
Element Remuneration determination
Base Salary The Committee carried out a review of salary levels in the year. The Committee’s decisions (set out below)
considered individual performance in the role and benchmark findings, but also the context of increases
awarded to the wider workforce. Following the review, salaries were increased as follows from 1 October
2022:
N Bolton 10%, last increase 1 October 2017
C Robertson 6.2%, last increase 1 October 2021
D Deacon 5.9%, last increase 1 October 2018
Benefits No change
Pension No change
Annual Bonus In spite of continued market and global economic uncertainties, the Group is in a solid position going
forward with a robust balance sheet and strong order book at the start of FY24.
In respect of an excellent operational performance in challenging conditions, a bonus outcome of 100%
of target has been awarded to the Executive Directors.
The Remuneration Committee considers that these bonuses are appropriate and aligned with
stakeholders’ experience during FY23.
21
OXFORD METRICS PLC ANNUAL REPORT 2023
Element Remuneration determination
LTIP Awards were made under the LTIP on 2 December 2021 as set out below.
The Company consulted with its major institutional shareholders prior to the implementation of the LTIP
and it is structured to align with the Company's five-year growth strategy.
Total number of Total number of
Total number of shares under shares under option
shares over which option held held as % of issued
Director options granted following this grant share capital1
Nick Bolton* 903,506 2,103,506 1.7%
Cathy Robertson 398,567 798,567 0.6%
David Deacon 492,774 1,092,774 0.9%
* awards lapsed on leaving the Company on 30 September 2023.
The Options have an exercise price of 0.25 pence per share with a vesting date of 2 December 2026,
being the fifth anniversary of the grant date, subject to achievement of the following performance
condition:
Annualised % TSR over the
performance period % of award vesting
Less than 12% per annum 0%
12% per annum 25%
At least 22% per annum 100%
Between 12% and 22% Between 25% and 100% on a straight-line basis
Directors’ remuneration
The remuneration of directors who served during the year, excluding gains on share option exercise and LTIP related payments
was as follows:
R Parry (Chairman)*
D Quantrell (NED)
N Climer (NED)*
P Taylor (NED)
N Bolton (Chief Executive Officer)
C Robertson (Secretary and Executive Director)
D Deacon (Chief Financial Officer)
2023
Salary
£’000
Bonus
£’000
Benefits
£’000
Share
based Pension
£’000
£’000
46
35
40
40
238
146
180
725
-
-
-
-
187
60
126
373
-
-
-
-
21
10
14
45
25
-
-
-
-
-
-
25
-
-
-
-
36
22
27
85
Total
£’000
71
35
40
40
486
238
350
1,260
* Roger Parry’s remuneration includes £25,000 (2022: £25,000) of shares issued in satisfaction of salary and Naomi Climer’s remuneration includes £nil (2022: £11,000) of shares issued in
satisfaction of salary, see note 24.
2022
Salary
£’000
Bonus
£’000
Benefits
£’000
Share
based
£’000
Pension
£’000
Total
£’000
R Parry (Chairman)*
A Carey (NED) – Resigned 9th February 2022
D Quantrell (NED)
N Climer (NED)*
P Taylor (NED)
N Bolton (Chief Executive Officer)
C Robertson (Secretary and Executive Director)
D Deacon (Chief Financial Officer)
-
-
-
-
-
69
22
48
139
-
-
-
-
-
13
10
16
39
25
-
-
11
-
-
-
-
36
-
-
-
-
-
32
21
26
79
71
13
35
40
40
330
191
260
980
46
13
35
29
40
216
138
170
687
22
OXFORD METRICS PLC ANNUAL REPORT 2023
During 2023, the Executive Directors received no payments equivalent to dividends due on vested but unexercised LTIP shares
or gains on the exercise of share options. A comparison with 2022 is set out in the table below:
LTIP related payments Share option gain
N Bolton (Chief Executive Officer)
C Robertson (Secretary and Executive Director)
D Deacon (Chief Financial Officer)
Directors' share options
2023
£’000
2022
£’000
2023
£’000
-
-
-
-
26
-
12
38
-
-
-
-
2022
£’000
1,221
172
611
2,004
Interests in share options for directors who served during the year were as follows:
N Bolton*
C Robertson
D Deacon
Exercise price
0.25p
0.25p
0.25p
At 30 September
2023
Number
At 1 October
2022
Number
Exercise period
-
398,567
492,774
903,506
398,567
492,774
December 2026 to December 2031
December 2026 to December 2031
December 2026 to December 2031
891,341
1,794,847
* awards lapsed on leaving the Company on 30 September 2023.
In December 2021 a new LTIP was implemented with an exercise price of 0.25p. These options vest on 3 December 2026
subject to continued service within the Group and to the extent that the performance condition (based on Total Shareholder
Return performance over a period of five financial years) is satisfied.
The average share price for the year was 98.92 pence (2022: 105.34 pence) and the closing share price was 90.50 pence
(2022: 82.00 pence).
Directors' interests
The directors who held office at the end of the financial year had the following beneficial interests in the ordinary share capital
of Oxford Metrics plc at 30 September 2023 and at 1 October 2022 according to the register of directors' interests.
R Parry
N Climer
P Taylor
D Quantrell
Nick Bolton – Resigned 30th September 2023
C Robertson
D Deacon
Gender Pay Gap
Ordinary shares
of 0.25p
2022
Number
2023
Number
Percentage of issued
share capital
2022
%
2023
%
333,045
20,114
-
50,000
2,470,563
603,017
267,795
305,421
20,114
-
50,000
3,070,563
1,603,017
1,567,795
0.26
0.02
-
0.04
1.89
0.46
0.21
0.24
0.02
-
0.04
2.37
1.24
1.21
Oxford Metrics plc Group currently has 114 employees (2022: 94) in the UK.
The Company is not obliged to undertake a formal review of a potential gender pay gap. However, it carries out a review of
gender and remuneration levels across the UK, which is tabled with the Committee for information.
By order of the Remuneration Committee
Naomi Climer
Chair
4 December 2023
23
OXFORD METRICS PLC ANNUAL REPORT 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
OXFORD METRICS PLC
Opinion on the financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
30 September 2023 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 UK adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Oxford Metrics Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 30 September 2023 which comprise the Consolidated Income Statement, Consolidated Statement of
Comprehensive Income, Consolidated and Company Statement of Financial Position, Consolidated and Company Statement
of Cashflows, Consolidated and Company Statement of Changes in Equity and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements,
as applied in accordance with the provisions 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
Obtaining an understanding of how the Directors undertook their going concern assessment to determine if it was considered
appropriate for the circumstances. In performing this assessment, we used our knowledge of the business model, objectives,
strategies and related business risk. We also assessed the historical reliability of the Directors budgeting and forecasting
processes by comparing the actual outturn against previous forecasts. Other procedures included:
•
•
•
•
•
testing the arithmetical accuracy of the Directors’ assessment, including forecast liquidity under base and downside
scenarios;
obtaining the Directors’ cash flow forecasts and assessing whether assumptions made were reasonable against the
industry and in the market in which the Group trades and in the case of the downside scenarios, appropriately
incorporated the Group’s principal risks and uncertainties and our own assessment of those risks;
confirming that the Directors assessment included the cash outflow in respect of the acquisition of Industrial Vision
Systems Limited in November 2023;
re-performing down-side stress testing and sensitivity analysis on the key assumptions, including revenue growth
assumptions to determine whether a change in assumptions could indicate a material uncertainty in relation to going
concern;
considering the adequacy and appropriateness of disclosures in the financial statements regarding the going concern
assessment.
24
OXFORD METRICS PLC ANNUAL REPORT 2023
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
Coverage 96% (2022: 95%) of Group revenue
Key audit matters
Revenue Recognition
Development expenditure capitalisation and carrying value
Carrying value of goodwill and other recognised intangibles
2023
2022
Carrying value of goodwill and other recognised intangibles is no longer considered to be a key
audit matter due to the decrease in carrying value of amortised intangibles and the historical
trend of significant headroom identified across the Cash Generating Units in prior year
impairment reviews.
Materiality Group financial statements as a whole
£500,000 (2022: £330,000) based on 1.13% (2022: 1.15%) of revenue
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of
internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
We considered the size and risk profile of each component and any changes in the business when determining the level of
work to be performed on the financial information of each component.
Full scope audit procedures were performed on the following subsidiaries of the Group: Oxford Metrics Plc (parent Company),
Vicon Motion Systems Limited and Vicon Motion Systems Inc. These procedures were performed using component materiality
levels determined for each of them.
The Group audit team performed full scope audits of the Parent Company and Vicon Motion Systems Limited. The audit of
Vicon Motion Systems Inc, based in Denver, USA, was performed by a US BDO member firm.
Specified audit procedures were performed on the financial information of IMeasureU Limited (NZ) and Contemplas GmbH. In
addition, analytical procedures were performed at Group level on IMeasureU Inc and IMeasureU Limited (UK). All procedures
were performed by the Group audit team.
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to
conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial
statements as a whole. Our involvement with component auditors included the following:
• Group audit instructions were provided to the component auditors detailing the materiality, scoping, procedures to be
performed and reporting required;
•
•
•
•
The Group audit team held a meeting to specifically discuss the risk assessment process with the component auditors,
and therefore through this process confirmed the scope of the work required and the basis of testing to be applied by the
component auditor;
Regular meetings were held to enable the Group audit team to provide direction and supervision throughout the audit
process;
The Group audit team attended the component audit team planning and close meetings with management remotely;
The component auditor’s work and reporting were reviewed by the Group audit team as their work progressed and at its
conclusion. This was facilitated by provision of direct access to their audit working papers.
25
OXFORD METRICS PLC ANNUAL REPORT 2023
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
How the scope of our audit addressed the
Key audit matter key audit matter
Revenue Recognition
The Group’s revenue recognition policy is included within the
accounting policies in note 2 and the components of revenue
are set out in note 4.
The Group’s revenue and related profit recognition is a key
performance indicator upon which results will be assessed.
We therefore identified improper revenue recognition as one
of the most significant risks of material misstatement due to
fraud and error and therefore a key audit matter.
Vicon system sales are multi-element arrangements that
include the sale of hardware, associated software and
ongoing support. Revenue for the sale of hardware and
perpetual licences is recognised at a point-in-time being
when the hardware and licence keys are delivered to the
customer. Revenue from support is recognised over-time.
Where support is provided free of charge a proportion of the
contractual consideration is allocated to this separate
performance obligation by reference to the equivalent
standalone selling price of the support.
Vicon sell directly to customers and via distributors.
There is a risk that hardware and perpetual software revenue
may not be recognised in the correct period with
inappropriate cut-off being applied around the year-end.
For sales to distributors there is a risk that contractual terms
do not appropriately transfer control of the goods at the time
revenue is recognised.
For support revenue the risk of inappropriate deferral arises
from the potential that management either do not correctly
identify or value (based on the appropriate allocation of the
transaction price) the revenue related to future services and
therefore do not accurately defer the related revenue.
In responding to the key audit matter, we performed the
following audit procedures:
•
•
assessed whether the Group’s revenue recognition policy
is consistent with IFRS 15.
tested a sample of system (hardware and associated
software) revenue to verify that revenue was recorded in
the correct accounting period. The testing was performed
through agreement to evidence of delivery to the
customer. This included testing a sample of post year
end system sales to supporting documentation to
determine whether these were recognised in the correct
period. Where the sample related to distributors we
inspected the distributor agreements for evidence of
terms that do not appropriately transfer control of goods.
• where system sales included free of charge support, we
assessed managements allocation of revenue based on
standalone selling price, recalculated revenue allocated
to the support obligation and confirmed that an
appropriate amount had been deferred based on over-
time recognition.
•
•
•
reviewed management’s estimate of standalone selling
prices and agreed a sample of inputs to supporting
evidence such as contracts for standalone support
agreements.
reviewed post year end credit notes for returns of goods
or other evidence that revenue was inappropriately
recorded in the year.
tested a sample of deferred income balances,
recalculating revenue recognised and deferred and
agreeing amounts to invoices and supporting contracts.
Key observations:
Based on the results of our work, we did not identify any
instances where revenue was not recognised in accordance
with the stated accounting policies. We did not identify any
instances of material revenue recognised in the incorrect
period.
26
OXFORD METRICS PLC ANNUAL REPORT 2023
How the scope of our audit addressed the
Key audit matter key audit matter
Development expenditure capitalisation and carrying
value
The Group’s accounting policy for capitalisation of
development expenditure is included within note 2 and the
significant judgements are set out in note 3. Development
costs are included in Intangible assets and are presented in
note 12.
Development costs are a significant expense and asset of the
Group. Inappropriate capitalisation of those costs could have
a material impact on the profit performance of the Group in
the current year and going forward.
Management exercises judgement in consideration of the
carrying value of individual projects, including the expected
future economic benefits, the allocation of resources and the
period over which they anticipate return.
In view of the judgements involved we considered the
capitalisation and carrying value of development expenditure
to be a key audit matter.
We reviewed the policies and procedures relating to research
and development expenditure, capitalisation of costs and
considered their compliance with the requirements of the
accounting standards.
For amounts capitalised in the year, we:
•
•
•
agreed a sample of expenditure to third party
documentation and timecard records to check that they
meet the criteria for capitalisation in accordance with the
accounting standards;
reviewed management’s judgement that projects met the
capitalisation criteria set out in IAS 38 and challenged
their assumptions at the balance sheet date through
discussion with management, including individuals
outside of the finance team, and comparison to other
corroborating evidence; and,
assessed management’s estimate of useful economic life
and impairment considerations, by reviewing actual sales
achieved and agreeing sales forecasts to Board approved
budgets consistent with those used in the going concern
assessment.
Key Observations
Based on the results of our work we consider the judgements
made by management are reasonable and the accounting for
development expenditure is in accordance with the
accounting standards.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements Parent Company financial statements
2023 2022 2023
2022
Materiality £500,000 £330,000 £70,000 £100,000
Basis for determining materiality 1.13% of revenue
1.15% of revenue
Rationale for the benchmark applied
Revenue was considered the most
appropriate measure in assessing
performance of the Group due to the
year-on-year volatility in profit before
tax.
4.5% of profit
before tax
3% of profit
before tax
The parent Company incurs and
recharges Group costs to its
subsidiaries and receives intergroup
dividends. Profit before tax has been
selected as the most appropriate
benchmark as it reflects the excess of
returns from subsidiaries over Group
costs.
Performance materiality £350,000 £231,000 £49,000 £70,000
27
OXFORD METRICS PLC ANNUAL REPORT 2023
Group financial statements Parent Company financial statements
2023 2022 2023
2022
Basis for determining 70% of 70% of 70% of 70% of
performance materiality Group materiality Group materiality Parent Company Parent Company
materiality materiality
Rationale for the percentage applied In setting the level of performance materiality we have considered the level of
for performance materiality specific risk associated with the audit, based on historical experience and
potential for aggregation and sampling risk.
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the
Parent Company whose materiality is set out above, based on a percentage of between 65% and 80% (2022: 36% and 85%)
of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component.
Component materiality ranged from £340,000 to £400,000 (2022: £118,000 to £280,000). In the audit of each component, we
further applied performance materiality levels of 70% (2022: 70%) of the component materiality to our testing to ensure that
the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £15,000 (2022:
£9,900). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual
report and financial statements other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the Directors’ report.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
28
OXFORD METRICS PLC ANNUAL REPORT 2023
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the legal and regulatory framework applicable to the Group and industry in which it operates,
through discussion with management and audit committee and our knowledge of the industry;
•
Enquiring of management and the audit committee, including obtaining and reviewing supporting documentation,
concerning the Group’s policies and procedures relating to:
o
o
o
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of
non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged
fraud; and
the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations,
We considered the significant laws and regulations to be the applicable accounting framework, UK tax legislation, AIM Listing
Rules and the UK Companies Act.
Our procedures in respect of the above included:
•
•
•
•
•
Reading minutes from Board meetings of those charged with governance to identify any instances of non-compliance with
laws and regulations;
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and
regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Involvement of tax specialists in the audit; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
•
Enquiry with management and the Audit Committee, regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
o
o
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
•
Review of minutes of Board meetings for any known or suspected instances of fraud;
29
OXFORD METRICS PLC ANNUAL REPORT 2023
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
•
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted
by these; and
•
discussing among the engagement team including the component audit team regarding how and where fraud might occur
in the financial statements and any potential indicators of fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue existence, focussing on
cut-off, capitalised development costs and manual journal entries, both in the accounting system and the consolidation, and
inappropriate use of estimates.
Our procedures in respect of the above included:
•
•
•
•
performing a detailed review of the Group’s year-end adjusting entries, assessing whether the judgements made in making
accounting estimates, including capitalisation of development costs which has been identified as a Key Audit Matter
above, are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business;
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and
other adjustments; Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to
supporting documentation;
Assessing significant estimates made by management for bias considered to be impairment reviews and the assumptions
taken in their preparation and useful lives of depreciable assets; and
In addressing the risk of fraud in existence of revenue, testing the appropriateness of the revenue recognition policies and
the application of these policies and performing specific procedures over the existence and cut-off of revenue and the
judgements involved in the allocation of the standalone selling price (further details of our approach to revenue recognition
are available within the key audit matters section of our audit report).
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including the component engagement team who were all deemed to have appropriate competence and capabilities and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component
engagement teams, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Daniel Henwood (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Reading,
United Kingdom
4 December 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
30
OXFORD METRICS PLC ANNUAL REPORT 2023
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Revenue
Cost of sales
Gross profit
Sales, support and marketing costs
Research and development costs
Administrative expenses
Operating profit
Finance income
Finance expense
Profit before taxation
Taxation
Profit from continuing operations
Profit from discontinued operations net of tax
Profit attributable to owners of the parent during the year
Earnings per share for profit on continuing operations attributable to
owners of the parent during the year
Basic earnings per ordinary share (pence)
Diluted earnings per ordinary share (pence)
Earnings per share for profit on total operations attributable to
owners of the parent during the year
Basic earnings per ordinary share (pence)
Diluted earnings per ordinary share (pence)
Note
4
9
11
10
10
10
10
2023
£’000
44,240
(15,497)
28,743
(8,202)
(6,543)
(9,146)
4,852
1,561
(163)
6,250
(594)
5,656
2022
£’000
28,816
(9,352)
19,464
(6,608)
(3,547)
(6,814)
2,495
305
(67)
2,733
665
3,398
-
43,519
5,656
46,917
4.35p
4.32p
2.66p
2.62p
4.35p
4.32p
36.70p
36.11p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Net profit for the year
Other comprehensive expense
Items that will or may be reclassified to profit or loss
Exchange differences on retranslation of overseas subsidiaries
Total other comprehensive expense
Total comprehensive income for the year attributable to owners of the parent
Group
2023
£’000
5,656
(110)
(110)
5,546
Group
2022
£’000
46,917
953
953
47,870
The notes on pages 36 to 72 are an integral part of these financial statements.
31
OXFORD METRICS PLC ANNUAL REPORT 2023
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL
POSITION AS AT 30 SEPTEMBER 2023
COMPANY NUMBER: 03998880
Note
Non-current assets
Goodwill and intangible assets
Property, plant and equipment
Right of use assets
Financial asset - investments
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Current tax receivable
Fixed term deposits
Cash and cash equivalents
Current liabilities
Trade and other payables
Current tax payable
Bank overdraft
Lease liabilities
Net current assets
Total assets less current liabilities
Non-current liabilities
Other liabilities
Lease liabilities
Provisions
Deferred tax liability
Net assets
Capital and reserves attributable to owners of the parent
Share capital
Shares to be issued
Share premium account
Retained earnings
Foreign currency translation reserve
Total equity shareholders’ funds
12
14
15
16
21
17
18
19
15
22
15
23
21
24
26
26
26
26
Group
2023
£’000
10,203
2,480
3,135
236
-
16,054
7,240
9,907
-
42,000
23,965
83,112
(11,304)
(275)
(1,174)
(724)
(13,477)
69,635
85,689
(820)
(2,498)
(48)
(1,118)
(4,484)
Restated
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
10,081
1,638
1,367
236
-
13,322
4,462
7,397
254
55,000
12,679
79,792
(11,287)
-
-
(440)
(11,727)
68,065
81,387
(965)
(1,064)
(40)
(932)
(3,001)
-
45
-
7,564
107
7,716
-
2,289
-
42,000
20,710
64,999
(3,632)
(159)
-
-
(3,791)
61,208
68,924
-
-
-
-
-
-
35
-
7,538
229
7,802
-
2,670
-
55,000
7,309
64,979
(1,627)
-
-
-
(1,627)
63,352
71,154
-
-
-
-
-
81,205
78,386
68,924
71,154
326
65
19,487
60,451
876
81,205
324
65
19,094
57,917
986
78,386
326
65
19,487
49,046
-
68,924
324
65
19,094
51,671
-
71,154
The profit of the Company for the year ended 30 September 2023 was £544,000 (30 September 2022: profit of £46,159,000).
The financial statements on pages 31 to 72 were approved and authorised for issue by the Board of Directors on 4 December
2023 and signed on its behalf by
Imogen Moorhouse
Director
David Deacon
Director
The notes on pages 36 to 72 are an integral part of these financial statements.
32
OXFORD METRICS PLC ANNUAL REPORT 2023
CONSOLIDATED AND COMPANY STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Cash flows from operating activities
Profit for the year
Income tax expense/(credit)
Finance income
Finance expense
Dividends receivable
Depreciation and amortisation
Impairment of intangible assets
Profit on sale of property, plant and equipment
Profit on disposal of discontinued operation
Share-based payments
Increase in inventories
(Increase)/decrease in receivables
Increase/(decrease) in payables
Cash generated from operating activities
Note
Group
2023
£’000
5,656
594
(1,561)
163
-
2,898
217
(8)
-
59
(2,799)
(2,274)
205
3,150
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
46,917
(934)
(305)
114
-
2,555
-
-
(43,578)
139
(1,919)
(3,664)
4,187
3,512
544
324
(1,557)
-
-
45
-
-
-
59
-
2,462
240
2,117
46,159
247
(305)
-
(3,731)
59
-
-
(41,397)
139
-
1,590
(114)
2,647
Tax received/(paid)
209
(248)
-
-
Net cash from operating activities
3,359
3,264
2,117
2,647
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Disposal of discontinued operation, net of cash disposed of
Proceeds on disposal of property, plant and equipment
Cash placed on fixed term deposits
Fixed term deposits maturing
Interest received
11
(1,499)
(2,127)
-
8
(67,000)
80,000
1,219
(588)
(3,464)
47,141
37
(65,000)
10,000
28
(55)
-
-
-
(67,000)
80,000
1,215
(8)
-
48,770
-
(65,000)
10,000
28
Net cash generated from/(used in) investing activities
10,601
(11,846)
14,160
(6,210)
Cash flows from financing activities
Principal paid on lease liabilities
Interest paid
Interest paid on lease liabilities
Issue of ordinary shares
Equity dividends paid
15
15
28
(579)
(4)
(159)
370
(3,246)
(460)
-
(112)
583
(2,542)
-
-
-
370
(3,246)
-
-
-
583
(2,542)
Net cash used in financing activities
(3,618)
(2,531)
(2,876)
(1,959)
Net increase/(decrease) in cash and cash equivalents
10,342
(11,113)
13,401
(5,522)
Cash and cash equivalents at beginning of the period
12,679
22,957
7,309
12,831
Exchange (loss)/gain on cash and cash equivalents
Cash and cash equivalents included in current assets
Bank overdraft included in current liabilities
(230)
22,791
23,965
(1,174)
22,791
835
12,679
12,679
-
12,679
-
20,710
20,710
-
20,710
-
7,309
7,309
-
7,309
The notes on pages 36 to 72 are an integral part of these financial statements.
33
OXFORD METRICS PLC ANNUAL REPORT 2023
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN
EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2023
Group
Balance as at 30 September 2021
Net profit for the year
Exchange differences on retranslation
of overseas subsidiaries
Transactions with owners:
Tax recognised directly in equity in relation to
employee share option schemes
Dividends
Issue of share capital
Share based payment charge
Shares
to be
issued
£’000
Share
premium
account
£’000
Foreign
currency
Retained translation
reserve
earnings
£’000
£’000
Total
£’000
65
18,483
13,538
33
32,436
Share
capital
£’000
317
-
-
-
-
7
-
-
-
-
-
-
-
-
-
-
-
611
-
46,917
-
46,917
-
953
953
(99)
(2,542)
-
103
-
-
-
-
(99)
(2,542)
618
103
Balance as at 30 September 2022
324
65
19,094
57,917
986
78,386
Net profit for the year
Exchange differences on retranslation of
overseas subsidiaries
Transactions with owners:
Tax recognised directly in equity in relation to
employee share option schemes
Dividends
Issue of share capital
Share based payment charge
-
-
-
-
2
-
-
-
-
-
-
-
-
-
-
-
393
-
5,656
-
5,656
-
(110)
(110)
90
(3,246)
-
34
-
-
-
-
90
(3,246)
395
34
Balance as at 30 September 2023
326
65
19,487
60,451
876
81,205
The notes on pages 36 to 72 are an integral part of these financial statements.
34
OXFORD METRICS PLC ANNUAL REPORT 2023
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN
EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2023
Company
Balance as at 30 September 2021
Net profit for the year
Transactions with owners:
Tax recognised directly in equity in relation to
employee share options
Dividends
Issue of share capital
Share based payment charge
Share
capital
£’000
317
Shares
to be
issued
£’000
Share
premium Retained
earnings
account
£’000
£’000
Total
£’000
65
18,483
8,005
26,870
-
-
-
7
-
-
-
-
-
-
-
-
-
611
-
46,159
46,159
(54)
(54)
(2,542)
(2,542)
-
103
618
103
Balance as at 30 September 2022
324
65
19,094
51,671
71,154
Net profit for the year
Transactions with owners:
Tax recognised directly in equity in relation
to employee share options
Dividends
Issue of share capital
Share based payment charge
Balance as at 30 September 2023
-
-
-
2
-
-
-
-
-
-
-
-
-
393
-
544
544
43
43
(3,246)
(3,246)
-
34
395
34
326
65
19,487
49,046
68,924
The notes on pages 36 to 72 are an integral part of these financial statements.
35
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1.
Basis of preparation of the financial statements
The consolidated and parent Company financial statements of Oxford Metrics plc have been prepared in accordance with
UK adopted International Accounting Standards, IFRIC interpretations and the Companies Act 2006 applicable to companies
reporting under IFRS.
Going concern
In determining the appropriate basis of preparation of the financial statements, the directors are required to consider whether
the Group can continue in operational existence for the foreseeable future.
The going concern review considered the following key areas:
Market considerations
The Group’s primary markets are life sciences, engineering and entertainment location based entertainment. The directors
have assessed the prospects in these markets together with the inflationary environment.
The Life Sciences market segment historically accounts for around 50% of Vicon revenues. This segment serves customers
including Hospitals, Medical Research Centres, Universities and Sport Research. For the most part, these customers are
financed by Government Grants and to a lesser extent by Charitable Donations. There is currently no evidence that
Governments are seeking to reduce expenditure in these areas.
The Entertainment segment serves customers in the Video Games Industry, Location Based Entertainment (‘LBE’) and TV/Film
and historically accounts for around 25% of Vicon revenues. These customers are typically commercial organisations in nature.
The sector has demonstrated resilience during the pandemic and would appear to be less sensitive to the threat of recession.
Those customers involved in Video Games are enjoying increased demand. Those involved with solutions provided to the
general public (LBE) have resumed expansion plans and have ambitious rollout targets over the coming years. Those involved
in TV/Film have been adopting Virtual Production as evidence by growth over the past two years.
The Engineering market segment historically accounts for around 25% of Vicon revenues. This segment serves customers that
use our technology in an engineering context to design and/or manufacture goods. These customers are typically commercial
organisations in nature and address many sectors which may be sensitive to macro-economic factors such as recession in
certain markets.
Operational readiness
Oxford Metrics as a whole adapted to virtual working during the pandemic and demonstrated the business could operate
effectively during this period. All operations have returned to normal though this ‘new normal’ includes more remote working
and will continue through FY24 and beyond. In the event of a ‘pandemic’ like event in the future the business would adapt as
before. The Group recognises that ‘human capital’ is essential for future success and has included measures in the Financial
Forecasts to enhance compensation to maintain a high retention rate and has included proposed new recruitment at near
market rates.
Financial considerations
The Company has no external financing and as at the balance sheet date had cash balances, including fixed term deposits,
of £64.8 million. Future trading performance is likely to be more volatile following the disposal of Yotta, however, the financial
strength of the Group is capable of trading through significant disruption arising from a further pandemic or significant
macro-economic events.
Stress testing
Based on the above considerations, multiple combinations of a revenue shortfall, gross margin erosion and foreign exchange
risk have been considered. Given a worst case, the impact on cash generation and cash reserves could be tolerated and
would not impact the ability of the business to continue trading. The result of this analysis is that the directors are confident
that the business has sufficient cash liquidity to sustain very significant and prolonged reductions in trading revenue.
36
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The directors, having prepared cash flow forecasts and given due consideration to the inflationary environment and residual
supply chain challenges and general macro-economic uncertainty on the Group’s markets, operations and financial risk, have
assessed that there is no material uncertainty with the Group’s ability to continue operating as a going concern for a period in
excess of 12 months from the date of signing the financial statements. For this reason, the directors continue to adopt the
going concern basis in preparing the financial statements.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also
requires management to exercise judgement in the process of applying the Group’s accounting policies which affect the
reported amount of assets and liabilities at the statement of financial position date and the reported amounts of revenues and
expenses during the reported period. Although the estimates are based on management’s best knowledge of the amount,
event or actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed
in note 3.
The Company is a public limited company and is incorporated in England. The address of its registered office can be found
on page 73.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own income statement in these financial statements.
Changes in accounting standards
UK adopted International Accounting Standards (IAS/IFRS)
At the date of authorisation of these financial statements, the directors have considered the standards and interpretations
which have not been applied in these financial statements that were in issue but not yet effective (and in some cases had not
yet been adopted by the UK Endorsement Board (UKEB). The adoption of these standards and interpretations not yet effective
are not expected to have a material impact on the results of the Company.
Audit Exemption
IMeasureU Limited and OMG Life Limited, both 100% owned subsidiary undertakings incorporated in England, have claimed
the audit exemption under Companies Act 2006 Section 479A with respect to the year ended 30 September 2023. The parent
Company, Oxford Metrics plc, has given a statement of guarantee under Companies Act 2006 Section 479C, whereby
Oxford Metrics plc will guarantee outstanding liabilities to which IMeasureU Limited and OMG Life Limited are subject as at
30 September 2023.
2.
Accounting policies
The principal accounting policies applied in the preparation of these consolidated and parent Company financial statements
are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of consolidation
The consolidated financial statements consolidate those of the Company and all its subsidiary undertakings drawn up to
30 September 2023.
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three
of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of
the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate
that there may be a change in any elements of control.
Subsidiary undertakings are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date on which control ceases. Acquisitions of subsidiaries are dealt with by the acquisition method of
accounting from the date of acquisition. Inter-company balances and transactions are eliminated on consolidation.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker. The Chief Operating Decision Maker has been identified as the Board of Directors of Oxford Metrics plc.
37
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Revenue
Revenue represents the fair value of consideration received or receivable arising from the provision of goods and services to
third party customers, net of VAT, and trade discounts. Revenue has been recognised in the year ended 30 September 2023 by
applying IFRS 15, the policies adopted are set out below:
Performance obligations and timing of revenue recognition
The majority of the Group’s revenue is derived from selling goods with revenue recognised at a point in time when control of
the goods has transferred to the customer. This is generally when the goods are delivered to the customer.
Some of the Group’s service revenue streams are typically recognised on an over time basis, with the revenue earned
recognised on a straight-line basis over the term of the contract. A deferral is made for the proportion of revenue allocated to
the undelivered element of the performance obligation based upon the standalone selling price of the individual performance
obligation under the terms of the sale.
Within Vicon a number of sales are made through independent third party distributors. In this instance revenue is recognised
on delivery of the product to the distributor. No sales to third party distributors are made on a sale or return basis.
Determining the transaction price and allocating amounts to performance obligations
The Group’s revenue is derived from fixed price contracts and therefore the amount of revenue attributable to each contract is
determined by reference to those fixed prices.
Within Vicon, system sales are multi element arrangements and include the sale of software, hardware and ongoing support.
Under IFRS 15 the support element of the system sale has been identified as a separate performance obligation because
support services are sold on a standalone basis and the system can operate without them. Revenue is recognised over time as
this obligation is fulfilled. Where discounts are given these are allocated on a proportionate basis to the hardware and software
elements of the system sale. The revenue attributable to the support element of the system sale is calculated by reference to the
equivalent standalone selling price of the support had it not been included within a system sale, less any attributable discount.
Where revenue is recognised over time, payments received before the related performance obligation is settled are recognised
as contract liabilities and included in trade and other payables in the statement of financial position. A contract asset is
recognised in trade and other receivables when a performance obligation is satisfied (and revenue recognised) but the
payment is conditional on not only the passage of time. Revenue from the sale of goods relates to the sale of items held within
inventory. For service and support contracts revenue is recognised over time by reference to the term of the contract until all
performance obligations are fulfilled and consequently no asset for work in progress is recognised.
Goodwill and intangible assets
Goodwill is carried at cost less any provision for impairment. Intangible assets are valued at cost less amortisation and any
provisions for impairment.
Goodwill arising on business combinations (representing the excess of fair value of the consideration given over the fair value
of the separable net assets acquired) is capitalised and its subsequent measurement is based on annual impairment reviews,
with any impairment losses recognised immediately in the income statement. For business combinations completed after
1 January 2010, direct costs of acquisition are recognised immediately in the income statement as an expense.
The Group has elected to apply IFRS 3, ‘Business combinations’ prospectively from the date of transition to IFRS and
therefore goodwill written off to reserves prior to 1 October 2006 has not been reinstated on transition to IFRS.
Externally acquired intangible assets
Intangible assets are capitalised at cost and amortised to nil by equal annual instalments over their estimated useful economic life.
Intangible assets are recognised on business combinations if they are separable from the acquired entity. The amounts
ascribed to such intangibles are arrived at by using appropriate valuation techniques (see note 3). The significant intangibles
recognised by the Group and their useful economic lives are as follows:
•
•
Customer relationships
Intellectual property
over 8 years
over 2-10 years
38
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Internally generated intangible assets (research and development costs)
Expenditure on internally developed products is capitalised if it can be demonstrated that:
•
•
•
•
•
•
It is technically feasible to develop the product for it to be sold;
Adequate resources are available to complete the development;
There is an intention to complete and sell the product;
The Group is able to sell the product;
Sale of the product will generate future economic benefits; and
Expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products
developed, which is estimated to be 3 – 7 years. The amortisation expense is included within research and development
expenses in the consolidated income statement.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are
recognised in the consolidated income statement as incurred.
Impairment of non-financial assets (excluding inventories and deferred tax assets)
Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets are subject to
impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to
sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the
smallest group of assets to which it belongs for which there are separately identifiable cash flows; (its cash generating unit).
Goodwill is allocated on initial recognition to each of the Group’s CGU’s that are expected to benefit from the synergies of the
combination giving rise to the goodwill.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is not reversed.
Discontinued operations
A discontinued operation is a component of the Group’s business that represents a separate major line of business or
geographical area of operations or is a subsidiary acquired exclusively with a view to resale, that has been disposed of, has
been abandoned or that meets the criteria to be classified as held for sale.
Following the sale of Yotta this business has been presented as a discontinued operation.
Discontinued operations are presented in the consolidated statement of comprehensive income as a single line which
comprises the post-tax profit or loss of the discontinued operation along with the post-tax gain or loss recognised on the
re-measurement to fair value less costs to sell or on the disposal of the assets or disposal groups constituting discontinued
operations.
39
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated to write down the
cost less estimated residual value of all tangible fixed assets by equal annual instalments over their expected useful lives. The
rates applicable are:
•
•
•
•
Computers and equipment
Furniture and fixtures
Demonstration equipment
Leasehold improvements
25% - 50%
20% - 50%
25% or 50%. Some demonstration equipment held within the Vicon Group is not
depreciated as its residual value exceeds its cost.
Over the lower of the life of the asset and the remaining period of the lease.
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial position
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing the proceeds with
the carrying amount and are recognised in the income statement.
Investments in subsidiaries
Investments are included at cost less provision for impairment.
Inventories
Inventories are stated at the lower of historical cost and net realisable value, on a first in first out basis, after making allowance
for obsolete and slow moving items. Net realisable value is the estimated selling price in the ordinary course of business less
applicable variable selling expenses.
Associates
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity,
it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost.
Subsequently associates are accounted for using the equity method, where the Group’s share of post-acquisition profits and
losses and other comprehensive income is recognised in the consolidated income statement and consolidated statement of
comprehensive income (except for losses in excess of the Group’s investment in the associate unless there is an obligation to
make good those losses).
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated
investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulting from these transactions
is eliminated against the carrying value of the associate.
Any premium paid for an associate above the fair value of the Group’s share of the identifiable assets, liabilities and contingent
liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that
the investment in an associate has been impaired the carrying amount of the investment is tested for impairment in the same
way as other non-financial assets.
Leases
The Group accounts for a contract, or portion of a contract, as a lease when it conveys the right to use an asset for a period of
time in exchange for consideration. Leases are those contracts that satisfy the following criteria:
a)
b)
c)
There is an identified asset;
The Group obtains substantially all the economic benefits from use of the asset; and
The Group has the right to direct use of the asset.
The Group considers whether the supplier has all the economic benefits from use of the asset, the Group considers only the
economic benefits that arise from the asset, not those incidental to legal ownership or other potential benefits.
In determining whether the Group has the right to direct use of the asset, the Group considers whether it directs how and for
what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are
pre-determined due to the nature of the asset, the Group considers whether it was involved in the design of the asset in a way
that pre-determines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of
a contract does not satisfy these criteria, the Group applies other applicable IFRSs rather than FRS16.
40
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
All leases are accounted for by recognising a right of use asset and a lease liability except for:
•
•
Leases of low value assets; and
Leases with a duration of 12 months or less.
IFRS 16 was adopted on 1 October 2019 without restatement of comparative figures. The following policies apply subsequent
to the date of initial application.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable. In this case the Group’s incremental borrowing rate on commencement of the lease is used.
On initial recognition the carrying value of the lease liability also includes:
•
•
•
Amounts expected to be payable under any residual value guarantee;
The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option;
and
Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the
termination option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
•
•
•
Lease payments made at or before commencement of the lease;
Initial direct costs incurred; and
The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the
leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right of use assets are amortised on a straight line basis over the
remaining term of the lease or over the remaining useful economic life of the asset if, rarely, this is judged to be shorter than
the lease term.
When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In
both cases an equivalent adjustment is made to the carrying value of the right of use asset, with the revised carrying amount
being amortised over the remaining revised lease term.
When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the
modification:
•
•
•
If the renegotiation results in one or more additional assets being leased for an amount commensurate with the
standalone price for the additional rights of use obtained, the modification is accounted for as a separate lease in
accordance with the above policy.
In all other cases where the renegotiation increases the scope of the lease, the lease liability is remeasured using the
discount rate applicable on the modification date, with the right of use asset being adjusted by the same amount.
If the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right
of use asset are reduced by the same proportion to reflect the partial or full termination of the lease with any difference
recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of
the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate
applicable on the modification date. The right of use asset is adjusted by the same amount.
Financial assets
The Group and Company classifies its financial assets into the categories below.
Amortised cost: These assets arise principally from the provision of goods and services to customers (e.g. trade receivables and
accrued income). They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition
or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
41
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within
IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability
of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected
credit loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables,
which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within
administrative expenses in the consolidated income statement. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward
looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since the initial recognition of the financial asset. For those where the credit
risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along
with gross interest income are recognised. For those for which credit risk has significantly increased, lifetime expected credit
losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime
expected credit losses are recognised along with interest income on a net basis.
The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents
in the statement of financial position.
Fair value through profit or loss: This category includes equity investments which are held in the consolidated statement of
financial position at fair value with changes in the fair value being recognised in the consolidated income statement.
Financial liabilities
The Group and Company classifies its financial liabilities into the categories below.
Amortised cost: Financial liabilities include trade payables and other short-term monetary liabilities. Trade payables and other
short-term monetary liabilities are recognised at fair value and subsequently held at amortised cost.
Fair value through profit or loss: This category includes contingent consideration payable which is held in the Consolidated
Statement of Financial Position at fair value with changes in the fair value being recognised in the Consolidated Income
Statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, net deposits held at call with banks and other short term highly liquid
investments with original maturities of three months or less, and – for the purpose of the statement of cash flows – bank
overdrafts. Bank overdrafts are shown within current liabilities on the statement of financial position.
Fixed term deposits
Fixed term deposits include cash balances held on medium to long term fixed term contracts of more than 3 months for
investment purposes.
Trade and other payables
Trade payables and other short term monetary liabilities are recognised at fair value and subsequently held at amortised cost.
Current and deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial
position differs from its tax base, except for differences arising on:
•
•
•
The initial recognition of goodwill;
The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit; and
Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not reverse in the foreseeable future.
42
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the
statement of financial position date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•
•
The same taxable Group company; or
Different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or
liabilities are expected to be settled or recovered.
Taxation recognised directly in equity is in relation to tax on the employee share option charge for the year recognised in the
income statement.
Foreign currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The financial statements are presented in
Sterling (£) which is also the Company’s functional currency.
Transactions in foreign currencies are recorded at the exchange rate ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Any gain or loss arising
from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the
income statement.
For consolidation purposes assets and liabilities of foreign subsidiaries that have a functional currency different from the
presentation currency are translated at the rates of exchange ruling at the balance sheet date. Income statements of such
undertakings are translated on a monthly basis at the month end exchange rate. Exchange differences arising on these
translations are taken to the foreign currency translation reserve through the statement of comprehensive income.
Employee benefits
Contributions to pension schemes
The Group accounts for pensions and similar employee benefits under IAS 19 ‘Employee benefits’. The Group operates
defined contribution pension schemes for both its UK and US employees. The pension costs charged against profits represent
the amount of the contributions payable to the scheme in respect of the accounting period.
Employee share option schemes
The Group operates an equity settled share based compensation plan. The fair value of the employee services received in
exchange for the grant of the options is recognised as an expense in the income statement over the vesting period of the grant
with a corresponding adjustment to equity. The total amount to be expensed over the vesting period is determined by
reference to the fair value of the options granted, excluding the impact of any non market vesting conditions (for example,
profitability and sales growth targets). Non market vesting conditions are included in assumptions about the number of options
that are expected to vest. At each statement of financial position date the entity revises its estimates of the number of options
that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a
corresponding adjustment to equity.
Dividend distribution
Dividends are recognised when they become legally payable. In the case of interim dividends, this is when they are paid. In the
case of final dividends, this is when approved by the shareholders at the annual general meeting.
43
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more
likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses. Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the obligation.
3. Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Estimates, judgements and assumptions
(a)
Estimate of useful lives of intangible assets
Intangible assets are amortised over their estimated useful lives. Useful lives are based on management’s estimates of
the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes
to estimates can result in significant variations in the carrying value and amounts charged to the consolidated income
statement in specific periods. Within development costs there are a significant number of different projects across the
Group. The useful life of each project is assessed on an individual basis. If the remaining useful economic life of each
project decreased by 50% on 1 October 2022 the amortisation charge for the year would have increased by £1,080,000.
More detail including carrying values is included in note 12.
(b)
Estimation of future cashflows and determination of the discount rate in goodwill impairment reviews
The recoverable amounts of the cash generating units are determined from value in use calculations based on cash flow
projections. Changes in the cash flow projections and the discount rates used in these calculations can result in
significant variations in the recoverable amounts of the cash generating units. More detail can be found in note 13.
(c)
Estimation of the stand-alone selling price of support contracts in accordance with IFRS 15
System sales within Vicon are multi element arrangements which include ongoing support. This support has been
identified as a separate performance obligation and the revenue attributable to this element is calculated by reference to
the equivalent standalone selling price of the support had it not been included within the system sale. During the year a
review was undertaken of these standalone selling prices to ensure they remain appropriate.
(d)
Judgements concerning the capitalisation of development costs
Development costs are capitalised according to the criteria set out in IAS 38. Management make assumptions as to
when these criteria have been met and consequently the date from which the costs for a project are capitalised.
Management review the carrying value of capitalised development costs on an annual basis and consider indicators of
impairment.
44
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
4. Revenue from contracts with customers
Revenue
Continuing operations
Vicon UK
Vicon USA
Timing of the transfer of goods and services
Point in time
Over time
Total
Contract Counterparties
Direct to consumers
Third party distributor
Total
By destination
UK
Germany
Italy
Netherlands
France
Poland
Spain
Ireland
Rest of Europe
Total Europe
Canada
USA
Total North America
Australia
Hong Kong
Japan
South Korea
China
India
Rest of Asia Pacific
Total Asia Pacific
Other
Total
45
2023
£’000
25,545
18,695
44,240
2023
Vicon UK Vicon USA
£’000
£’000
23,714
1,831
25,545
5,341
20,204
25,545
3,176
1,973
633
646
155
178
88
565
1,087
5,325
9
12
21
939
2,517
5,680
2,835
3,957
574
397
16,899
124
25,545
16,032
2,663
18,695
17,673
1,022
18,695
-
-
-
-
-
-
-
-
-
-
1,878
16,533
18,411
13
-
-
-
-
-
-
13
271
18,695
2022
£’000
17,338
11,478
28,816
Total
£’000
39,746
4,494
44,240
23,014
21,226
44,240
3,176
1,973
633
646
155
178
88
565
1,087
5,325
1,887
16,545
18,432
952
2,517
5,680
2,835
3,957
574
397
16,912
395
44,240
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Timing of the transfer of goods and services
Point in time
Over time
Total
Contract Counterparties
Direct to consumers
Third party distributor
Total
By destination
UK
Germany
Italy
Netherlands
France
Poland
Spain
Rest of Europe
Total Europe
Canada
USA
Rest of North America
Total North America
Australia
Hong Kong
Japan
South Korea
China
Rest of Asia Pacific
Total Asia Pacific
Other
Total
46
Vicon UK
£’000
2022
Vicon USA
£’000
15,494
1,844
17,338
4,256
13,082
17,338
2,396
2,156
304
441
473
332
260
1,022
4,988
39
24
-
63
797
2,539
2,334
1,314
2,158
532
9,674
9,175
2,303
11,478
10,529
949
11,478
-
-
-
-
-
-
-
-
-
1,008
10,197
177
11,382
-
-
-
-
-
-
-
Total
£’000
24,669
4,147
28,816
14,785
14,031
28,816
2,396
2,156
304
441
473
332
260
1,022
4,988
1,047
10,221
177
11,445
797
2,539
2,334
1,314
2,158
532
9,674
217
17,338
96
11,478
313
28,816
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Vicon revenue by market – Continuing operations
Engineering
Entertainment
Life sciences
Location based entertainment
Total
Group revenue by type Continuing operations
Sale of hardware
Sale of software
Rendering of services
SaaS
Support
Total
Group revenue by origin Continuing operations
UK
Europe
North America
Asia Pacific
Total
Contract balances
At 1 October 2022
Amounts included in contract liabilities recognised as revenue
during the period
Cash received in advance of performance and not recognised
as revenue during the period
Foreign exchange differences
At 30 September 2023
At 1 October 2021
Transfers from contract assets to trade receivables
Amounts included in contract liabilities recognised as
revenue during the period
Excess of revenue recognised over cash during the period
Cash received in advance of performance and not recognised
as revenue during the period
Disposal
Foreign exchange differences
At 30 September 2022
47
2023
£’000
8,708
18,193
14,841
2,498
44,240
36,158
1,974
5,209
-
899
44,240
23,690
1,852
18,695
3
44,240
2022
£’000
5,581
10,023
10,589
2,623
28,816
22,700
1,970
3,009
193
944
28,816
16,010
1,312
11,478
16
28,816
2023
Contract assets
£’000
Contract liabilities
£’000
-
-
-
-
-
6,043
(18,400)
17,138
(253)
4,528
2022
Contract assets
£’000
Contract liabilities
£’000
261
(520)
-
770
-
(511)
-
-
7,474
-
(23,176)
-
26,670
(5,325)
400
6,043
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Contract assets and contract liabilities are included within trade and other assets and trade and other payables and other
liabilities respectively on the face of the statement of financial position. They arise primarily from the Group’s support contracts
which are delivered over time and where the cumulative payments received from customers at each balance sheet date do not
necessarily equal the amount of revenue recognised on the contract.
Remaining performance obligations
The majority of the Group’s contracts are for the delivery of goods and services within the next 12 months. However, some
software and support contracts are for a period greater than 12 months and the amount of revenue that will be recognised in
future periods on these contracts is as follows:
At 30 September 2023 2024 2025
£’000 £’000
Support contracts 3,707 493
At 30 September 2022 2023 2024
£’000 £’000
Support contracts 3,143 595
5.
Segmental analysis
2026
£’000
199
2025
£’000
239
2027
£’000
86
2026
£’000
75
2028
£’000
39
2027
£’000
44
2029 and
beyond
£’000
4
2028 and
beyond
£’000
11
Segment information is presented in the financial statements in respect of the Group’s business segments, which are reported to
the Chief Operating Decision Maker (CODM). The Group has identified the Board of Directors of Oxford Metrics plc (“the Board”)
as the CODM. The business segment reporting reflects the Group’s management and internal reporting structure.
During the year the Group comprised the following business segments:
•
Vicon Group: This is the development, production and sale of computer software and equipment for the engineering,
entertainment and life science markets.
Other unallocated costs represent head office expenses not recharged to subsidiary companies.
Inter segment transfers are priced along the same lines as sales to external customers, with an appropriate discount being
applied to encourage use of Group resources. This policy was applied consistently throughout the current and prior year. There
were no significant inter segment transfers during the current or prior year.
Intra segment sales between Vicon UK and Vicon USA are eliminated prior to management and internal reporting, and hence
are not shown separately in the analysis below. The total intra segment sales between Vicon UK and Vicon USA in the year
ended 30 September 2023 are £10,376,000 (2022: £5,718,000).
Segment assets consist primarily of property, plant and equipment, intangible assets, inventories and trade and other
receivables. Unallocated assets comprise deferred taxation, investments and cash and cash equivalents.
48
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Adjusted
2023
profit/(loss) Adjusting
before tax
£’000
Group Profit/(loss)
items recharges before tax
£’000
£’000
£’000
Adjusted
profit/(loss)
before tax
£’000
2022
Adjusting
items
£’000
Group
recharges
£’000
Profit/(loss)
before tax
£’000
Continuing
operations
Vicon UK
Vicon USA
Vicon Group
1,692
6,542
8,234
(287)
-
(287)
2,852
(6,162)
(3,310)
4,257
380
4,637
1,590
3,848
5,438
(434)
-
(434)
1,426
(3,712)
(2,286)
2,582
136
2,718
Unallocated
(1,689)
(8)
3,310
1,613
(2,840)
(86)
2,941
15
Total continuing
operations
6,545
(295)
-
6,250
2,598
(520)
655
2,733
Adjusted profit before tax is detailed in note 7.
Segment depreciation and amortisation
2022
£’000
2023
£’000
Continuing operations
Vicon UK
Vicon USA
Vicon Group
Unallocated
Total continuing operations
Discontinued operations
Yotta
Oxford Metrics Group
2,742
328
3,070
45
3,115
-
3,115
1,810
203
2,013
59
2,072
483
2,555
Non-current assets
Additions to
non-current assets
Carrying amount of
segment assets
Carrying amount of
segment liabilities
Vicon UK
Vicon USA
Vicon Group
Yotta Group
Unallocated
OMG Life Group*
2023
£’000
12,763
3,010
15,773
-
281
-
2022
£’000
11,635
1,416
13,051
-
271
-
2023
£’000
3,885
1,998
5,883
-
55
-
2022
£’000
3,304
566
3,870
661
8
-
Oxford Metrics Group
16,054
13,322
5,938
4,539
2023
£’000
28,161
13,107
41,268
2022
£’000
29,566
6,445
36,011
2023
£’000
(10,717)
(6,116)
(16,833)
-
-
-
63,950
(6,052)
99,166
63,155
(6,052)
93,114
(1,128)
-
(17,961)
(14,728)
2022
£’000
(9,817)
(4,476)
(14,293)
-
(435)
-
* The negative balance within segment assets represents a cash overdraft which is part of the Group’s cash offset facility.
49
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
6.
Profit for the year
The profit for the year is stated after charging / (crediting):
Amortisation of right of use assets (note 15)
Depreciation of property, plant and equipment - owned (note 14)
Amortisation of intellectual property (note 12)
Amortisation of development costs (note 12)
Impairment of development costs (note 12)
Share based payments – equity settled
Share option charges (note 25)
Foreign exchange (gain)/loss
2023
£’000
523
639
274
1,462
217
25
34
(108)
2022
£’000
496
424
272
1,363
-
36
103
487
During the year the Group obtained the following services from the Group’s auditors and its associates as detailed below:
Fees payable to the Company’s auditor and its associates for the audit of the
parent Company and consolidated financial statements
Fees payable to the Company’s auditor for other services:
The audit of financial statements of subsidiaries pursuant to legislation
Tax services
Audit services include £15,000 in respect of the Company (2022: £13,500).
7. Reconciliation of adjusted profit before tax
2023
£’000
2022
£’000
98
104
72
274
85
70
78
233
The adjusted profit before tax is considered by the Board to more accurately reflect the underlying operating performance of the
business on a go-forward basis and complements the statutory measure as reported in the Consolidated Income Statement.
The reconciliation of profit before tax to adjusted profit provided below includes items that are:
•
•
non-recurring in nature, such as redundancy costs incurred from time to time, acquisition costs and results of the Group’s
equity accounted associate, which are not core to operations or future operating performance.
non-cash moving items which arise from the accounting treatment of share based payments and the amortisation of
acquired intangibles which affect neither future operating performance nor cash generation.
The above definition has been consistently applied historically and is the measure by which the market generally judges PBT
performance.
Profit before tax – continuing operations
Share option charges
Amortisation of intangibles arising on acquisition
Costs associated with the acquisition of Contemplas
Reapportion Group overheads
Adjusted profit before tax – continuing operations
Adjusted earnings per share for profit on continuing operations attributable to owners
of the parent during the year
Basic earnings per share (pence)
Diluted earnings per share (pence)
2023
£’000
6,250
34
261
-
-
6,545
2022
£’000
2,733
103
261
156
(655)
2,598
4.57p
4.54p
2.55p
2.51p
50
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The adjusted profit before tax for the Vicon business segment (note 5) is shown in detail below;
Continuing operations
Profit before tax
Share option charges
Amortisation of intangibles arising on acquisition
Costs associated with the acquisition of Contemplas
Reapportion Group overheads
Adjusted profit before tax
Vicon Group
2023
£’000
4,637
26
261
-
3,310
8,234
2022
£’000
2,718
17
261
156
2,286
5,438
The Group overheads in the tables above include head office expenses recharged to subsidiaries.
8. Directors and employees
Staff costs during the year were as follows:
Wages and salaries
Share-based payments
Social security costs
Other pension costs
The average number of employees of the Group during the year was:
Development
Sales and customer support
Production and production services
Management and administration
Group
2023
£’000
14,297
59
1,597
656
16,609
Group
2022
£’000
13,286
139
1,748
698
15,871
Company
2023
£’000
Company
2022
£’000
1,692
33
208
56
1,989
1,404
121
288
65
1,878
2023
Number
2022
Number
52
54
24
37
167
60
67
41
33
201
The year ended 30 September 2022 includes 58 employees in Yotta Ltd which was disposed of during the prior year.
The average number of employees of the Company during the year was 12 (2022:13) all of which are classified as management
and administration.
Details of individual directors’ remuneration, including details of the highest paid director, are included in the Report on
Directors’ Remuneration. For the purposes of IAS 24 ‘Related party disclosures’ the directors are considered key management.
51
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Directors (key management personnel) compensation:
Wages and salaries
Share option charges
Share based remuneration
Social security costs
Other pension costs
Benefits in kind
LTIP related payments
Gains on exercise of share options
2023
£’000
1,098
8
25
93
85
45
1,354
-
-
1,354
2022
£’000
826
86
36
351
79
39
1,417
38
2,004
3,459
The number of directors accruing benefits under Group pension schemes was 1 (2022:1).
Exercise of directors’ share options
During the year no directors (2022: 3 directors) exercised share options. The aggregate of the gains made on these exercises in
the table above is calculated on the difference between the option price and the mid-market price at the time of exercise.
Additional details can be obtained from the Report on Directors’ Remunerations on page 20.
9.
Taxation
The tax is based on the profit for the year and represents:
United Kingdom corporation tax at 22.0% (2022: 19.0%)
Overseas taxation
Adjustments in respect of prior year
Current taxation
Deferred taxation (note 21)
Total taxation expense/(credit)
2023
£’000
218
143
15
376
218
594
2022
£’000
462
69
(79)
452
(1,386)
(934)
UK corporation tax has been calculated at 19.0% up to 31 March 2023 and 25.0% from 1 April 2023. This gives rise to a
blended tax rate of 22.0% for the year.
Continuing and discontinued operations:
Income tax expense/(credit) from continuing operations
Income tax credit from discontinued operations excluding gain on sale (note 11)
Total tax (credit)/ expense
2023
£’000
594
-
594
2022
£’000
(665)
(269)
(934)
52
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
At 30 September 2023, the Group had an undiscounted deferred tax asset of £1,618,000 (2022: £1,588,000). The asset
comprises principally short term timing differences, future tax relief available on the exercise of outstanding employee share
options in Oxford Metrics plc and unrelieved trading losses carried forward for which recoverability is reasonably certain.
Deferred tax assets and liabilities have been measured at an effective rate of 25% in both the UK and USA (2022: 25%) and
are detailed in note 21.
The tax assessed for the year is lower than the blended rate of corporation tax in the UK of 22.0% (2022: lower than the
standard rate of 19%).
The differences are explained as follows:
Profit for the year
Income tax expense/(credit) including discontinued operations
Profit on ordinary activities before tax
Expected tax income based on the blended rate of corporation tax
in the UK of 22.0% (2022: 19.0%)
Effect of:
Expenses not deductible for tax purposes
Book gain on disposal in excess of tax gain
Unrelieved current year losses
Utilisation of losses brought forward
Adjustments to tax charge in respect of prior year current tax
Adjustments to tax charge in respect of prior year deferred tax
Higher rates on overseas taxation
Research and development tax credit
Effect of tax rate change
Total tax expense/(credit)
2023
£’000
5,656
594
6,250
2022
£’000
46,917
(934)
45,983
1,375
8,737
82
-
170
(21)
15
(309)
44
(682)
(80)
594
68
(8,280)
(335)
-
(79)
(383)
29
(467)
(224)
(934)
During the prior year the UK Government substantively enacted an increase in the corporation tax rate to 25.0% effective from
1 April 2023. The deferred tax asset and liability as at 30 September 2023 has been calculated based on the rate of 25.0%
unless the asset/liability is expected to be realised or settled before the rate increase in which case the rate of 19.0% has
been used.
10. Earnings/(loss) per share
2023
–––––––––––––––––––––––––––––––––––
Weighted
average
number of
shares
‘000
Per share
amount
pence
Earnings
£’000
2022
–––––––––––––––––––––––––––––––––––
Weighted
average
number of
shares
‘000
Per share
amount
pence
Earnings
£’000
Continuing operations
Basic earnings per share
Earnings attributable to ordinary shareholders
Dilutive effect of employee share options
Diluted earnings per share
Discontinued operations
Basic earnings per share
Earnings attributable to ordinary shareholders
Dilutive effect of employee share options
Diluted earnings per share
5,656
-
5,656
130,162
904
131,066
4.35
(0.03)
4.32
3,398
-
3,398
127,840
2,081
129,921
-
-
-
130,162
904
131,066
-
-
-
43,519
-
43,519
127,840
2,081
129,921
2.66
(0.04)
2.62
34.04
(0.54)
33.50
53
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
2023
–––––––––––––––––––––––––––––––––––
Weighted
average
number of
shares
‘000
Per share
amount
pence
Earnings
£’000
2022
–––––––––––––––––––––––––––––––––––
Weighted
average
number of
shares
‘000
Per share
amount
pence
Earnings
£’000
Total operations
Basic earnings per share
Earnings attributable to ordinary shareholders
Dilutive effect of employee share options
Diluted earnings per share
5,656
-
5,656
130,162
904
131,066
4.35
(0.03)
4.32
46,917
-
46,917
127,840
2,081
129,921
36.70
(0.59)
36.11
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares (share options). For share options a calculation is done to determine the
number of shares that could have been acquired at fair value (determined as the average annual market share price of the
Company’s shares) based on the monetary value of the subscriptions rights and outstanding share based payment charges
attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that
would have been issued assuming the exercise price of the share options.
11. Discontinued operations
During the prior year the Group sold its 100% interest in Yotta Limited and Yotta Pty Limited (Yotta Group) for a total
consideration of £49,105,000.
The transaction was based on an enterprise value of £52m and the final cash consideration was determined as follows;
Enterprise value
Adjustments for debt-like items
Working capital adjustments
Cash consideration received
The post-tax gain on disposal of discontinued operations was determined as follows;
Cash consideration received
Cash disposed of
Transaction costs
Net cash inflow on disposal of discontinued operation
Net assets disposed (other than cash)
Property, plant, and equipment
Intangibles
Trade and other receivables
Other financial assets
Trade and other payables
Other financial liabilities
Pre-tax gain on disposal of discontinued operation
Related tax expense
Gain on disposal of discontinued operation
54
£’000
52,000
(2,432)
(463)
49,105
£’000
49,105
(1,629)
(335)
47,141
281
5,400
3,398
2,085
(5,997)
(1,604)
3,563
-
43,578
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Result of Yotta Group
Revenue
Expenses other than finance costs
Finance costs
Tax credit
Profit from selling discontinued operation after tax
Profit for the year
The statement of cash flows includes the following amounts relating to discontinued operations:
Operating activities
Investing activities
Financing activities
Net cash flow from discontinued operations
12. Goodwill and intangible assets
Group
Cost
At 1 October 2022
Additions
Translation difference
At 30 September 2023
Amortisation
At 1 October 2022
Charge for the year
Impairment
Translation difference
At 30 September 2023
Net book value at 30 September 2023
Net book value at 30 September 2022
All development costs are internally generated.
2023
£’000
-
-
-
-
-
-
2023
£’000
-
-
-
-
2022
£’000
5,604
(5,885)
(47)
269
43,578
43,519
2022
£’000
(1,228)
44,851
(109)
43,514
Total
£’000
24,698
2,127
(53)
26,772
14,617
1,736
217
(1)
16,569
10,203
10,081
Intellectual Development
property
£’000
costs
£’000
Goodwill
£’000
4,533
-
(1)
4,532
2,470
274
-
(1)
2,743
1,789
2,063
18,463
2,127
-
20,590
12,147
1,462
217
-
13,826
6,764
6,316
1,702
-
(52)
1,650
-
-
-
-
-
1,650
1,702
The Valkyrie camera range is Vicon’s latest camera hardware release. The carrying value of the capitalised development cost
asset is £3,933,000 at 30 September 2023 (2022: £3,274,000). Its useful economic life is expected to be consistent with
previous camera systems at 7 years and it began amortising in Autumn 2022.
Axiom, included within capitalised development costs, is the core software used in Vicon’s software products and its carrying
value at 30 September 2023 is £1,990,000 (2022: £1,727,000). Its useful economic life is 6 years and it is subject to a process
of continuing ongoing development.
55
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Group
Cost
At 1 October 2021
Additions
Disposals
Translation difference
At 30 September 2022
Amortisation
At 1 October 2021
Charge for the year
Disposals
Translation difference
At 30 September 2022
Net book value at 30 September 2022
Net book value at 30 September 2021
Customer
relationships
£’000
Intellectual Development
property
£’000
costs
£’000
Goodwill
£’000
Total
£’000
2,453
-
(2,457)
4
-
2,453
-
(2,457)
4
-
-
-
5,136
29
(633)
1
4,533
2,828
272
(630)
-
2,470
2,063
2,308
24,105
3,435
(9,077)
-
18,463
16,478
1,363
(5,694)
-
12,147
6,316
7,627
3,608
-
(2,014)
108
1,702
-
-
-
-
-
1,702
3,608
35,302
3,464
(14,181)
113
24,698
21,759
1,635
(8,781)
4
14,617
10,081
13,543
Current estimates of the remaining useful economic lives of the intangible assets are as follows:
Intellectual property
Development costs
Goodwill
5-9 years
1-7 years
Indefinite
13. Goodwill and impairment
Details of goodwill allocated to cash generating units for which the amount of goodwill so allocated is significant in comparison
to total goodwill is as follows:
Vicon:
Vicon USA cash generating unit (Peak)
Vicon UK cash generating unit (IMeasureU)
Goodwill carrying value
2022
£’000
2023
£’000
574
1,076
1,650
626
1,076
1,702
The recoverable amounts of all the CGU’s have been determined from value in use calculations based on cash flow projections
from formally approved budgets covering the financial years ending 30 September 2024 and 30 September 2025.
The recoverable amount for the CGUs that hold a significant proportion of the Group’s overall goodwill balance are as follows:
•
•
Vicon US (Peak) exceeds its carrying amount by £24.3m (2022: £23.5m).
Vicon UK (IMeasureU) exceeds its carrying amount by £1.9m (2022: £4.5m).
Other major assumptions are as follows (the growth rate applies only to the period beyond the formal budgeted period with the
value in use calculation based on the budgeted cash flows up to 30 September 2024 and assumes a perpetuity based terminal
value).
56
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Pre tax discount rate
Average operating margin
Growth rate
Pre tax discount rate
Average operating margin
Growth rate
Peak
2023
%
14.5
46.3
3.0
Peak
2022
%
14.5
43.9
3.0
IMU
2023
%
15.0
57.5
3.0
IMU
2022
%
15.0
68.0
3.0
Operating margins have been based on past experience and future expectations in the light of anticipated economic and
market conditions. Discount rates are based on the Group’s WACC adjusted to reflect management’s assessment of specific
risks related to the cash generating unit. Growth rates beyond the formally budgeted period are based on economic data
pertaining to the region concerned.
A sensitivity analysis has been performed to establish how a change in the key assumptions would impact the value in use.
All discount rates would have to move significantly in order for the carrying values to be impaired. A 1.0% increase in the
discount rate applied to Peak would result in £1.9m reduction in its recoverable amount and a 1.0% increase in the discount
rate applied to IMU would result in a reduction of £0.2m in its recoverable amount. A growth rate of 0% would not result in any
of the carrying values being impaired. The operating margins would have to move significantly in order for goodwill carrying
values to be impaired.
14. Property, plant and equipment
Group
Cost
At 30 September 2022
Additions
Disposals
Translation differences
At 30 September 2023
Depreciation
At 30 September 2022
Charge for the year
Disposals
Translation differences
At 30 September 2023
Net book value at 30 September 2023
Net book value at 30 September 2022
Motor
vehicles
£’000
Computers
and
equipment
£’000
Furniture
and Demonstration
equipment
£’000
fixtures
£’000
Leasehold
improvements
£’000
529
133
(16)
(2)
644
388
49
(16)
(3)
418
226
141
673
375
-
(17)
1,031
34
115
-
(4)
145
886
639
1,049
117
-
(4)
1,162
508
130
-
-
638
524
541
-
32
-
-
32
-
5
-
-
5
27
-
1,404
842
(24)
(16)
2,206
1,087
340
(24)
(14)
1,389
817
317
57
Total
£’000
3,655
1,499
(40)
(39)
5,075
2,017
639
(40)
(21)
2,595
2,480
1,638
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Group
Cost
At 30 September 2021
Additions
Disposals
Translation differences
At 30 September 2022
Depreciation
At 30 September 2021
Charge for the year
Disposals
Translation differences
At 30 September 2022
Net book value at 30 September 2022
Net book value at 30 September 2021
Company
Cost
At 1 October 2022
Additions
Disposals
At 30 September 2023
Depreciation
At 1 October 2022
Charge for the year
Disposals
At 30 September 2023
Net book value at 30 September 2023
Net book value at 30 September 2022
Company
Cost
At 1 October 2021
Additions
Disposals
At 30 September 2022
Depreciation
At 1 October 2021
Charge for the year
Disposals
At 30 September 2022
Net book value at 30 September 2022
Net book value at 30 September 2021
Computers
and
equipment
£’000
Furniture
and Demonstration
equipment
£’000
fixtures
£’000
Leasehold
improvements
£’000
1,616
377
(619)
30
1,404
1,335
235
(503)
20
1,087
317
281
454
71
-
4
529
341
44
-
3
388
141
113
676
16
(20)
1
673
44
8
-
(18)
34
639
632
1,405
124
(487)
7
1,049
675
137
(307)
3
508
541
730
Total
£’000
4,151
588
(1,126)
42
3,655
2,395
424
(810)
8
2,017
1,638
1,756
Computers
and equipment
£’000
245
55
(2)
298
210
45
(2)
253
45
35
Computers
and equipment
£’000
246
8
(9)
245
160
59
(9)
210
35
86
58
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
15. Leases
The Group leases a number of properties in the geographical areas in which it operates. The Group also leases a small number
of motor vehicles in the UK. All leases comprise only fixed payments over the lease term.
Right of use assets
Group
At 30 September 2022
Additions
Amortisation
Translation differences
At 30 September 2023
Group
At 30 September 2021
Additions
Disposals
Amortisation
Translation differences
At 30 September 2022
Lease liabilities
Group
At 1 October 2022
Additions
Interest expense
Lease payments
Translation differences
At 30 September 2023
Group
At 1 October 2021
Additions
Disposals
Interest expense
Lease payments
Translation differences
At 30 September 2022
Land and
buildings
£’000
Motor
Vehicles
£’000
1,367
2,312
(523)
(21)
3,135
-
-
-
-
-
Land and
buildings
£’000
Motor
Vehicles
£’000
1,964
487
(677)
(489)
82
1,367
14
3
(10)
(7)
-
-
Land and
buildings
£’000
Motor
Vehicles
£’000
1,504
2,312
159
(738)
(15)
3,222
-
-
-
-
-
-
Land and
buildings
£’000
Motor
Vehicles
£’000
2,132
489
(735)
112
(565)
71
1,504
13
3
(9)
-
(7)
-
-
Total
£’000
1,367
2,312
(523)
(21)
3,135
Total
£’000
1,978
490
(687)
(496)
82
1,367
Total
£’000
1,504
2,312
159
(738)
(15)
3,222
Total
£’000
2,145
492
(744)
112
(572)
71
1,504
59
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The maturity analysis of lease liabilities at 30 September is as follows:
Group
Within 1 year
Between 1-2 years
Between 2-3 years
Between 3-4 years
Between 4-5 years
Over 5 years
Effect of discounting
Total greater than 1 year
Lease liability
16.
Investments
Shares in subsidiary undertakings - cost
At 1 October
Capital contribution
Disposal
At 30 September
Other investments – cost and fair value
At 1 October and 30 September
Total financial assets - investments
2023
£’000
724
707
716
562
212
1,159
(858)
2,498
2022
£’000
440
371
348
352
247
-
(254)
1,064
3,222
1,504
Group
2023
£’000
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
-
-
-
-
236
236
-
-
-
-
236
236
7,165
26
-
7,191
373
7,564
14,521
17
(7,373)
7,165
373
7,538
Details of the Company's undertakings, all of which are wholly owned and included within the consolidated financial
statements, are as follows:
Name of entity
Principal activity
Vicon Motion Systems
Limited
Development, production and sale of
computer software and equipment
Country of
incorporation
England
OMG Life Limited
Non trading company
England
Vicon Motion Systems, Inc.* Sales, marketing and customer support
USA
Registered office
6 Oxford Pioneer Park,
Yarnton, Oxfordshire,
OX5 1QU
6 Oxford Pioneer Park,
Yarnton, Oxfordshire,
OX5 1QU
7388 South Revere
Parkway, Suite 901,
Centennial, Colorado
60
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Name of entity
Principal activity
IMeasureU Limited*
Development and sale of computer
software and equipment
OMG, Inc.
Non trading company
IMeasureU, Inc.*
Development and sale of computer
software and equipment
Country of
incorporation
New Zealand
USA
USA
IMeasureU Limited*
Sale of computer software and equipment
England
Contemplas GmbH*
Development and sale of computer
software and equipment
Germany
Registered office
5 Water Street, Grafton,
Auckland, 1023,
New Zealand
7388 South Revere
Parkway, Suite 901,
Centennial, Colorado
7388 South Revere
Parkway, Suite 901,
Centennial, Colorado
6 Oxford Pioneer Park,
Yarnton, Oxfordshire,
OX5 1QU
Albert-Einstein-Straße 6
D-87437 Kempten
Germany
*Investment held indirectly.
IMeasureU Limited and OMG Life Limited, subsidiaries incorporated in England, are exempt from the requirements of the
Companies Act relating to the audit of individual accounts by virtue of Section 479A.
Investment in associate
During the year ended 30 September 2017 the Company acquired a 25% shareholding in Pimloc Limited, an equity accounted
associate. This investment is fully impaired.
Equity investments
During the year ended 30 September 2020 the Company acquired 3% of the equity in a business start-up incorporated in the
US in return for a total consideration of $300,000 (£236,000). This investment is stated at fair value through profit or loss, which
is not materially different to cost.
There were no movements in the fair value of this investment during the year ended 30 September 2023 or 2022.
17.
Inventories
Finished goods
Component parts
Group
2023
£’000
2,339
4,901
7,240
Group
2022
£’000
986
3,476
4,462
Company
2023
£’000
Company
2022
£’000
-
-
-
-
-
-
The cost of inventories recognised as an expense and included in cost of sales is £14,044,000 (2022: £8,202,000).
During the year £261,000 of inventories were impaired (2022: £220,000). Inventories written off and included within cost of
sales were £53,000 (2022: £21,000).
61
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
18. Trade and other receivables
Trade receivables
Provision for impairment of trade receivables
Net trade receivables
Amounts owed by other Group undertakings
Other debtors
Prepayments
Accrued interest
Group
2023
£’000
7,616
(54)
7,562
-
844
881
620
9,907
Group
2022
£’000
5,316
-
5,316
-
1,023
780
278
7,397
Company
2023
£’000
Company
2022
£’000
-
-
-
1,372
50
247
620
2,289
-
-
-
2,085
95
212
278
2,670
Amounts owed by other Group undertakings are repayable on demand and do not carry interest (see note 30).
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables
and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics
to the trade receivables for similar types of contracts.
The expected loss rates are based on the Group’s historical credit losses experienced over the three year period prior to
30 September 2023. The ageing categories used for the provision matrix are: current, up to 30 days past due, 31 to 60 days
past due, 61 to 90 days past due, and more than 90 days past due. The historical loss rates are then adjusted for current and
forward looking information on macroeconomic factors affecting the Group’s customers. At 30 September 2023 the lifetime
expected credit loss for trade receivables and contract assets was immaterial to the Group.
The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies:
Sterling
Euro
US Dollar
NZ Dollar
Group
2023
£’000
3,641
329
5,879
58
9,907
Group
2022
£’000
4,967
309
2,056
65
7,397
Company
2023
£’000
Company
2022
£’000
917
450
922
-
2,289
(1,706)
142
4,234
-
2,670
The negative balances above are due to different elements of the receivable due from Vicon Motion Systems Limited being
held in different currencies.
Movements in the provision for impairment of trade receivables are as follows:
At 1 October
Charged/(credited) during the year
At 30 September
Group
2023
£’000
-
54
54
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
10
(10)
-
-
-
-
-
-
-
The movement on the provision for impairment of trade receivables has been included in administrative expenses in the
income statement.
Other classes of financial assets included within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the fair value of each receivable set out above.
62
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
19. Trade and other payables
Trade payables
Amounts payable to Group undertakings
Social security and other taxes
Other creditors
Accruals
Contract liabilities
Group
2023
£’000
3,786
-
332
19
3,460
3,707
Group
2022
£’000
4,044
-
230
19
1,916
5,078
11,304
11,287
Company
2023
£’000
Company
2022
£’000
231
2,728
-
-
673
-
3,632
138
963
-
-
526
-
1,627
Amounts payable to Group undertakings are payable on demand and do not carry interest.
20. Financial instruments
The Group and Company’s financial instruments comprise cash and short term deposits, debtors and creditors that arise
directly from its operations. The risks associated with these financial instruments and the Group’s policies for managing those
risks are outlined below.
Interest rate risk of financial assets
Surplus cash funds are deposited with UK clearing banks on a short term basis for periods of between three and twelve months.
The interest rates earned are compared with those available from other financial institutions of comparable credit status.
The average rate of interest earned during the year on cash deposits was 3.16% (2022: 1.67%).
The Group’s cash and cash equivalents, and fixed term deposits are held in the following currencies:
2023
–––––––––––––––––––––––––––––––––––––––
NZ$ Total
£’000 £’000
US$
£’000
Euro
£’000
GBP
£’000
Cash and cash equivalents
Fixed term deposits
Bank overdraft
14,742
42,000
(1,174)
55,568
337
-
-
337
8,767
-
-
8,767
119 23,965
- 42,000
- (1,174)
119 64,791
The bank overdraft relates to a debit balance in a one of the Group’s bank accounts within the cash pooling facility. Due to the
arrangements in place such debit balances do not incur interest charges.
2022
–––––––––––––––––––––––––––––––––––––––
Total
£’000 £’000
US$
£’000
Euro
£’000
GBP
£’000
NZ$
Cash and cash equivalents
Fixed term deposits
8,018
55,000
63,018
534
-
534
4,087
-
4,087
40 12,679
- 55,000
40 67,679
All of the Company’s cash and cash equivalents, and fixed term deposits in the current and prior year are held in GBP. The
fixed term deposits of £42,000,000 held at 30 September 2023 (FY22 £55,000,000) are made up of varying amounts of cash
held for between 6 and 12 months.
63
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Management considers a 2.00 percentage point move in interest rates to be reasonably possible. If the interest rates in
effect during the year had moved by plus or minus 2.00 percentage points and all other variables held constant the Group’s
profit for the year ended 30 September 2023 would increase by £1,032,000/decrease by £983,000 (2022: increase by
£352,000/decrease by £305,000). There would be no impact on other equity reserves.
As disclosed in note 16 the Group has equity investments of £236,000 denominated in US dollars at 30 September 2023 and
30 September 2022. These investments are measured at fair value through profit or loss in the Statement of Financial Position
with movements in fair value recognised in the Consolidated Income Statement.
The Group and Company do not have any longer term foreign currency cash holdings.
Borrowing facilities
The Group and Company have no borrowings.
The Group operates a Multi-Currency Balance Management Arrangement between certain Group companies. This
arrangement may result in individual accounts of certain entities showing overdrawn balances. However, due to the
arrangements in place, such balances do not incur interest charges and the Group position must always result in a net deposit
balance as there is no borrowing facility. At 30 September 2023 there is an overdrawn balance of £1,174,000 in one of the
Group’s entities which is included as a bank overdraft on the face of the Consolidated Statement of Financial Position.
Risk management
The Group is exposed through its activities to the following financial risks:
Liquidity risk
At 30 September 2023 the Group’s cash and short term deposits amounted to £64,791,000 (2022: £67,679,000). The Group
had no financial borrowing obligations.
All financial liabilities are due within five years.
Management does not consider liquidity to be a key risk.
Credit risk
Sales are made on a basis designed to minimise so far as possible the risk of non-payment in each case. Balances owing from
customers are reviewed at least monthly, and action is taken where considered appropriate with a view to achieving timely
settlement, see note 18.
The Group and Company are continually reviewing the credit risk associated with holding money on deposit in banks and seek
to mitigate this risk by spreading deposits between banks with high credit status.
Foreign currency risk
The Group’s foreign exchange transaction exposure arises principally in the UK subsidiaries from trading with US subsidiary
undertakings and third parties in Europe and the Far East. The Group’s policy is to reduce exposure to revaluation of monetary
assets and liabilities. Under the policy, assets and liabilities held in currencies other than a Company’s functional currency are
minimised through intercompany trading.
The Group considers the volatility of currency markets over the year to be representative of the potential foreign currency risk it
is exposed to. The main currency the Group’s results were exposed to at the year end was the US dollar and over the year the
volatility of this currency was 9.1% (2022: 8.6%). If Sterling had strengthened against the dollar at year end by 10% it would
have decreased the Group profit by £580,000 (2022: increased Group profit by £241,000). If Sterling had weakened against the
dollar at year end by 10% it would have increased the Group profit by £709,000 (2022: decreased Group profit by £295,000).
64
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The table below shows the extent to which Group companies have monetary assets/(liabilities) in currencies other than their
local currency.
Functional currency of
operation:
Sterling
US dollar
NZ dollar
Functional currency of
operation:
Sterling
US dollar
NZ dollar
2023
––––––––––––––––––––––––––––––––––––––––––––––––––
Total
£’000
Sterling
£’000
Euro
£’000
NZ$
£’000
US$
£’000
-
4,084
(2,098)
4,944
-
(20)
(4,227)
-
-
1,204
-
-
1,921
4,084
(2,118)
––––––––––––––––––––––––––––––––––––––––––––––––––
Total
£’000
Sterling
£’000
NZ$
£’000
US$
£’000
Euro
£’000
2022
-
4,084
(3,359)
(5,118)
-
21
(1,587)
-
-
966
-
-
(5,739)
4,084
(3,338)
Fair value of financial assets and financial liabilities
Fair value measurement
A number of assets and liabilities included in the Group’s financial statements require measurement at, and/or disclosure of,
fair value. The fair value measurement of the Group’s financial and non-financial assets and liabilities utilises market observable
inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels
based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’):
Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on
the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
The Group measures some items at fair value which are all classified as Level 3:
•
Equity investment (note 16);
The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values.
Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the
use of market-based information.
For more detailed information in relation to the fair value measurement of the items above, please refer to the applicable notes.
Where applicable, cost is deemed not to be materially different to fair value in the Board’s opinion in determining carrying value
of financial assets and liabilities.
65
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The carrying value of the Group and Company’s financial assets and liabilities is as follows:
Financial assets
Amortised cost
Trade receivables
Other debtors
Fixed term deposits
Cash and cash equivalents
Fair value through profit or loss
Equity investment
At 30 September
Financial liabilities
Amortised cost
Trade payables
Provision
Accruals
At 30 September
Capital management
Group
2023
£’000
8,109
309
42,000
22,791
236
73,445
Group
2023
£’000
4,333
48
3,460
7,841
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
5,316
49
55,000
12,679
236
73,280
-
-
42,000
20,710
373
63,083
-
-
55,000
7,309
373
62,682
Group
2022
£’000
Company
2023
£’000
Company
2022
£’000
4,044
40
1,916
6,000
231
-
673
904
138
-
526
664
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising
the return to shareholders.
The Group considers its capital to comprise ordinary share capital, shares to be issued, share premium and accumulated
retained earnings. The foreign currency translation reserve and cash flow hedging reserve are not considered capital. There
have been no changes in what the Group considers to be capital from the prior year.
In order to maintain or adjust its working capital at an acceptable level and meet strategic investment needs, the Group may
adjust the amount of dividends paid to shareholders, return capital to shareholders or sell assets.
The Group does not seek to maintain any debt to capital ratio but will consider investment opportunities on their merits and
fund them in the most effective manner.
66
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
21. Deferred tax
Group
Group
Deferred Deferred tax
liability
tax asset
£’000
£’000
Company
Company
Deferred Deferred tax
liability
tax asset
£’000
£’000
At 1 October 2021 1,877 (3,058) 542
Set off of tax (restated) (1,877) 1,877 -
At 1 October 2021 (restated) - (1,181) 229
Charged to the income statement (note 9) 1,661 (275) 129
Charged directly to equity (506) (45) (442)
Disposal (1,444) 858 -
1,588 (2,520) 229
Set off of tax (1,588) 1,588 -
At 30 September 2022 - (932) 229
Charged to the income statement (note 9) 16 (234) (157)
Charged directly to equity 14 18 40
1,618 (2,736) 112
Set off of tax (1,618) 1,618 (5)
At 30 September 2023 - (1,118) 107
(12)
-
-
12
-
-
-
-
-
(5)
-
(5)
5
-
Amounts charged directly to equity relate to movements in deferred tax balances arising on employee share options and
foreign exchange movements.
The following table summarises the provided tax asset and liability.
Recognised – asset
Tax relief on unexercised employee share options
Unrelieved losses carried forward
Short term timing differences
Recognised – liability
Recognition of intangible asset
Short term timing differences
Capital allowances in excess of depreciation
Net tax (liability)/asset
Group
2023
£’000
78
1,314
226
1,618
(619)
-
(2,117)
(2,736)
(1,118)
Group
2022
£’000
101
1,294
193
1,588
(701)
(8)
(1,811)
(2,520)
(932)
Company
2023
£’000
Company
2022
£’000
75
37
-
112
-
-
(5)
(5)
64
165
-
229
-
-
-
-
107
229
Deferred tax assets and liabilities have been measured on an undiscounted basis at an effective tax rate of 25% in both the UK
and USA (30 September 2022: 25%). Deferred tax assets have been recognised in respect of all tax losses and other
temporary differences giving rise to deferred tax assets where the directors believe it is probable that these assets will be
recovered. As at 30 September 2023, the Group has un-provided deferred tax assets of £1,168,000 arising on unrelieved
trading losses for which recoverability is not certain (2022: £1,172,000). The gross amount of these losses is £4,484,000
(2022: £4,526,000).
67
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
22. Other liabilities
Contract liabilities
Group
2023
£’000
820
Group
2022
£’000
965
Company
2023
£’000
Company
2022
£’000
-
-
The contract liabilities above relates to revenue from support contracts which cover a period of more than 12 months from
30 September 2023.
23. Provisions
At 1 October 2022
Charged to income statement – leasehold dilapidations
At 30 September 2023
Group Company
£’000 £’000
-
-
40
8
48
-
Leasehold dilapidations relate to the estimated cost of returning the Group’s leasehold properties to their original state at the
end of the lease in accordance with the lease terms.
24. Share capital
Allotted, called up and fully paid
130,420,276 shares of 0.25p (2022: 129,767,652 shares of 0.25p)
2023 2022
£’000 £’000
326
324
During the year ended 30 September 2023 625,000 shares (2022: 2,801,762) were issued relating to share options that were
exercised. In addition 27,624 shares (2022: 19,841 shares) and nil shares (2022: 8,381 shares) were issued in satisfaction of
salary to the non-executive chairman Roger Parry and the non-executive director Naomi Climer respectively.
At 30 September 2023 options were outstanding over 1,129,000 ordinary shares of 0.25p each (2022: 2,657,000), including
those held by directors, as follows:
Number of shares
over which options granted
891,341
37,500
200,000
Exercise price
Exercise period
0.25p
59.06p
112.50p
December 2026 to December 2031
September 2019 to July 2027
March 2024 to February 2032
Details of directors’ interests in share options are shown in the Report on Remuneration.
The market price of the ordinary shares at 30 September 2023 was 90.50p (2022: 82.00p) and the range during the year was
80.50p to 119.00p (2022: 76.50p to 126.50p). Shares to be issued are detailed in the Statement of Changes in Equity.
25. Share based payments
The Group operates a number of share based remuneration schemes for employees introduced in 2001. Under these schemes
the Board can grant options over shares in the Company to employees of the Group. Options are granted with a fixed exercise
price equal to the market price of the shares under option at the date of grant with the exception of the LTIP granted during the
prior year which has an exercise price of 0.25p. The contractual life of an option is 10 years. Awards under the share based
remuneration schemes are generally reserved for employees at senior management level and above.
Options granted under the share based remuneration schemes generally vest proportionally over time which is typically a
period of 3 years from the date of grant. Exercise of an option is subject to continued employment. The LTIP options were
valued using the Monte-Carlo option-pricing model whilst the remaining options granted during the year were valued using the
binomial method. No performance conditions were included in the fair value calculations, except for market related conditions.
68
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
A reconciliation of option movements over the year to 30 September 2023 is shown below:
Outstanding at 1 October
Granted
Exercised
Forfeited
Outstanding at 30 September
Exercisable at 30 September
2023
––––––––––––––––––––––––
Weighted
average
exercise
price
(pence)
Number
‘000
2022
–––––––––––––––––––––––
Weighted
average
exercise
price
(pence)
Number
‘000
2,657
-
(625)
(903)
1,129
38
23.36
-
59.06
0.25
22.09
59.06
3,495
1,995
(2,802)
(31)
2,657
662
28.27
11.50
20.65
59.06
23.36
59.06
The weighted average share price at the date of exercise for options exercised during the year ended 30 September 2023 was
104.79p (2022: 103.72p).
Share options outstanding at the year end
Range of
exercise
prices
(pence)
0.25
59.06
112.50
2023
2022
–––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––––
Weighted
average
contractual
remaining
life
(years)
Weighted
average
exercise Number of
shares
(‘000)
Weighted
average
contractual
remaining
life
(years)
Weighted
average
exercise
price
(pence)
Number of
shares
(‘000)
price
(pence)
0.25
59.06
112.50
891
38
200
9
4
8
0.25
59.06
112.50
1,795
662
200
10
5
9
The total charge for the year relating to employee share-based payment plans was £34,000 (2022: £103,000), all of which
related to equity-settled share based payment transactions.
There were no options granted in the year ended 30 September 2023. The assumptions used in the calculation of the fair value
of the options granted during the year ended 30 September 2022 were as follows:
Expected volatility (%) (1)
Expected life (years) (2)
Risk free rate (%) (3)
Dividend yield (%)
Exercise price (pence)
Vesting period (years)
Option life (years)
LTIP
30.0
5
0.6
1.4
0.25
5
10
Other
30.0
6-7
1.4
1.8
112.5
2-4
10
Notes
(1)
(2)
(3)
The expected volatility is based on historical volatility over a weighted 4 year period from the grant date.
The expected life is the expected period to exercise.
The risk free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the assumed option life.
Details of directors’ interests in share options are shown in the Report on Remuneration.
69
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
26. Movement in reserves
The movement in reserves are disclosed fully within the Consolidated and Company Statement of Changes in Equity on
page 34. The description of the nature and purpose of each reserve within owner’s equity is as follows:
Reserve
Description and purpose
Share capital
Shares to be issued
Share premium account
Foreign currency translation
Retained earnings
Amount subscribed for share capital at nominal value.
Shares to be issued to Bartle Bogle Hegarty in exchange for services received.
Amount subscribed for share capital in excess of nominal value.
Gains/losses arising on retranslation of the net assets of overseas operations into sterling.
Cumulative net gains and losses recognised in the consolidated income statement.
27. Pensions
The Company operates a defined contribution pension scheme for the benefit of the UK employees. The assets of the scheme
are administered by trustees in a fund independent from those of the Group. The amount charged under this scheme to the
income statement during the year was £458,000 (2022: £541,000).
Pension contributions are also paid for the benefit of US employees under the 401k savings plan scheme, a US government
savings scheme. The amount charged under this scheme to the income statement during the year was £119,000
(2022: £77,000).
28. Dividends
Equity – ordinary
Final 2021 paid in 2022 (2.00 pence per share)
Final 2022 paid in 2023 (2.50 pence per share)
2023
£’000
-
3,246
3,246
2022
£’000
2,542
-
2,542
The directors are proposing a final dividend in respect of the financial year ended 30 September 2023 of 2.75 pence per share
(2022: 2.50 pence per share) which will absorb an estimated £3,587,000 of shareholders’ funds. This dividend will be paid on
14 February 2024 to shareholders who are on the register of members at close of business on 15 December 2023 subject to
approval at the AGM. These dividends have not been accrued in these financial statements.
29. Post balance sheet events
The Group acquired 100% of the share capital of Industrial Vision Systems Limited on 31 October 2023 for a total
consideration of £8.1m, 10% of which has been funded through the issue of share capital and the balance coming from
existing cash resources.
30. Related party transactions
The key management personnel are deemed to be the directors. During the year short term employee benefits of £1,253,000
(2022: £978,000) were paid to the directors. In addition, share based payments of £8,000 (2022: £86,000) were charged to the
income statement in respect of share options held by the directors and £25,000 (2022: £36,000) of shares were issued in
satisfaction of salary. For further information see note 8.
70
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
The Company has outstanding balances and transactions with its subsidiaries as set out below:
Vicon Motion Systems Limited
Vicon Motion Systems, Inc
Yotta Limited (formerly Mayrise Limited)
Contemplas GmbH
OMG Inc.
Outstanding balances
2022
£’000
2023
£’000
Transactions in year
2022
£’000
2023
£’000
(1,617)
921
-
450
(1,110)
(1,356)
1,943
(120)
-
142
(843)
1,122
(3,560)
1,041
-
308
(267)
(2,478)
1,901
555
(1,103)
142
556
2,051
Outstanding balances are unsecured and repayable on demand, they do not carry interest. Consideration for these outstanding
balances is expected to be in the form of cash or through the transfer of services.
The transactions in the year include head office recharges to subsidiaries of £3,310,000 (2022: £2,942,000). Other transactions
arise from treasury cash management between the Company and its subsidiaries.
In accordance with IFRS 9 all balances are stated at amortised cost.
As well as the balances in the table above there are balances due from OMG Life Limited of £2,222,000 (2022: £2,222,000),
IMeasureU (NZ) Ltd of £395,000 (2022: £332,000), IMeasureU Inc. of £159,000 (2022: £173,000) and IMeasureU (UK) Ltd of
£152,000 (2022: £145,000) which are fully impaired. The amount recognised as a debit in the year in respect of provisions
against receivables from related parties was £56,000 (2022: £188,000).
Dividends received by directors of the Company during the year were as follows:
Roger Parry
Adrian Carey
David Quantrell
Nick Bolton
David Deacon
Catherine Robertson
31. Prior year restatement
2023
£’000
2022
£’000
8
-
1
77
39
40
6
6
1
48
23
29
The Group presented its deferred tax assets and liabilities arising in the same tax jurisdictions on a gross basis in prior periods
rather than netting them off in accordance with IAS 12. The incorrect treatment resulted in a presentational error whereby both
the Group deferred tax asset and liability were overstated by £1,588,000 at 30 September 2022.
Impact on financial statements
Deferred tax asset
Deferred tax asset originally presented
Net of to correct presentation
Deferred tax asset as restated
Deferred tax liability
Deferred tax liability originally presented
Net of to correct presentation
Deferred tax liability as restated
71
Group
2022
£’000
1,588
(1,588)
-
Group
2022
£’000
(2,520)
1,588
(932)
OXFORD METRICS PLC ANNUAL REPORT 2023
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
There is a corresponding error at the beginning of the prior period - the error and its correction at 1 October 2021 are set
out below:
Deferred tax asset
Deferred tax asset originally presented
Net of to correct presentation
Deferred tax asset as restated
Deferred tax liability
Deferred tax liability originally presented
Net of to correct presentation
Deferred tax liability as restated
Group
2021
£’000
1,877
(1,877)
-
Group
2021
£’000
(3,058)
1,877
(1,181)
72
OXFORD METRICS PLC ANNUAL REPORT 2023
COMPANY INFORMATION
Company registration number:
03998880
Registered office:
Directors:
Secretary:
Bankers:
Solicitors:
Broker and nominated advisor:
Registrars:
Auditors:
6 Oxford Pioneer Park
Yarnton
Oxfordshire
OX5 1QU
Roger Parry (Non-executive Chairman)
Naomi Climer (Non-executive Director)
David Quantrell (Non-executive Director)
Paul Taylor (Non-executive Director)
Imogen Moorhouse (Chief Executive Officer)
David Deacon (Chief Financial Officer)
Catherine Robertson (Executive Director)
Catherine Robertson
National Westminster Bank plc
121 High Street
Oxford
OX1 4DD
Goodman Derrick LLP
10 St Bride St
London
EC4A 4AD
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
BDO LLP
Level 12, Thames Tower
Station Road
Reading
Berkshire
RG1 1LX
73
Notice of Annual General Meeting
This document is important and requires your immediate attention. If you are in any doubt as to what action to take
you are recommended to consult your stockbroker, solicitor, accountant or other independent adviser authorised
under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in Oxford Metrics plc, you should pass this document, together with
the accompanying form of proxy, to the person through whom the sale or transfer was made for the transmission to the
purchaser or transferee.
Oxford Metrics Plc
Notice of annual general meeting
Notice of the annual general meeting which has been convened for 31 January 2024 at 2pm at Oxford Metrics plc, 6 Oxford
Pioneer Park, Yarnton, Oxfordshire, OX5 1QU is set out below.
To be valid, forms of proxy, or votes cast electronically must be received by the Company’s registrars, Link Group, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event not later than 48 hours (excluding
days that are not a working day) before the time appointed for holding the meeting.
Notice is hereby given that the 2024 annual general meeting of Oxford Metrics plc (the “Company”) will be held at 6 Oxford
Pioneer Park, Yarnton, Oxfordshire, OX5 1QU on 31 January 2024 at 2pm for the following purposes:
Ordinary business
1.
2.
3.
4.
5.
6.
To receive and adopt the financial statements of the Company for the financial year ended 30 September 2023 and the
reports of the directors and auditors on those financial statements.
To reappoint BDO LLP as auditors of the Company and to authorise the directors to determine the auditors’
remuneration.
To declare a final dividend of 2.75 pence per share on each of the Company’s ordinary shares for the financial year ended
30 September 2023.
To re-elect Imogen Moorhouse who retires by rotation in accordance with the Company’s articles of association and
offers herself for re-appointment by general meeting, as a director of the Company.
To re-elect David Quantrell who retires by rotation in accordance with the Company’s articles of association and offers
himself for re-appointment by general meeting, as a director of the Company.
To re-elect Naomi Climer who retires by rotation in accordance with the Company’s articles of association and offers
herself for re-appointment by general meeting, as a director of the Company.
Special business
As special business to consider and, if thought fit, pass resolution 7 as an ordinary resolution and resolutions 8 and 9 as
special resolutions. For special resolutions to pass, at least three-quarters of the votes cast must be in favour of the resolution.
7.
That the directors be and are hereby 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 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
£108,427
This authority shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment
pursuant to such previous authority) and shall unless previously revoked, varied or renewed by the Company in general
meeting, expire on 30 January 2029 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.
8.
Special Resolution. That, subject to the passing of resolution 7 above, the directors be and are hereby generally and
unconditionally given power for the purposes of section 570 of the Act to allot equity securities (within the meaning of
section 560 of the Act and to include the sale of treasury shares as referred to in section 560(3) of the Act) for cash
pursuant to the authority conferred by resolution 7 above, 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:
74
(a) the allotment of equity securities in connection with an offer or pursuant to a rights issue, open offer or other
pro-rata issue made to:
(i)
(ii)
the holders of shares in the Company in proportion (as nearly as may be practicable) to the respective
numbers of shares held by them; and
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 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
(b)
(c)
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 equity securities, other than pursuant to sub-paragraphs (a) and (b) above of this resolution, up to
an aggregate nominal amount of £32,856.
This power shall (unless previously renewed, varied or revoked by the Company in general meeting) expire on 30 January
2029, 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.
9.
Special Resolution. That the Company be and is hereby 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 0.25
pence 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)
(b)
(c)
the maximum number of Ordinary Shares authorised to be purchased is 13,142,713
the minimum purchase price which may be paid for any Ordinary Share is 0.25 pence (exclusive of expenses); and
the maximum purchase price which may be paid for any Ordinary Share is the higher of (in each case exclusive of
expenses):
(i)
(ii)
an amount equal to 105% of the average of the 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
an amount equal to the higher of the price of the last independent trade and the highest current independent
bid as derived from the London Stock Exchange’s trading system known as SEAQ; and 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
Catherine Robertson
Company Secretary
4 December 2023
Registered office: 6 Oxford Pioneer Park, Yarnton, Oxfordshire, OX5 1QU
The notes on voting procedures, together with explanatory notes on the resolutions to be put to the meeting, which follow,
form part of this notice.
75
Notes:
Entitlement to attend and vote
1.
To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of the votes
that may be cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001), only those members
registered in the Company's register of members at close of business on 29 January 2024 (or, if the meeting is adjourned,
close of business on the date which is two business days before the adjourned meeting) shall be entitled to attend and
vote at the meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the meeting.
Website giving information regarding the meeting
2.
Information regarding the meeting, including the information required by Section 311A of the Act, is available from
www.oxfordmetrics.com.
Appointment of proxies
3.
4.
5.
6.
If you are a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and
speak at the Meeting. You can appoint a proxy only using the procedures set out in these notes and the notes to the
proxy form.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish your
proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and
give your instructions directly to them.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy,
please indicate on your proxy submission how many shares it relates to.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or
against the Resolution.
Appointment of proxy using hard copy proxy form
7.
A hard copy form of proxy has not been sent to you but you can request one directly from the registrars, Link Group’s
general helpline team on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30,
Monday to Friday excluding public holidays in England and Wales. Or via email at shareholderenquiries@linkgroup.co.uk or
via postal address at Link Group, PXS1, Central Square, 29 Wellington St, Leeds LS1 4DL. In the case of a member which is
a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or
an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included with the proxy form. For the purposes of determining the time
for delivery of proxies, no account has been taken of any part of a day that is not a working day.
Appointment of a proxy online
8.
You may submit your proxy electronically using the Share Portal service at www.signalshares.com. Shareholders can use
this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before
the time of the meeting applies. Shareholders will need to use the unique personal identification Investor Code (“IVC”)
printed on your share certificate. If you need help with voting online, please contact our registrar, Link Group’s portal
team on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to
Friday excluding public holidays in England and Wales. Or via email at shareholderenquiries@linkgroup.co.uk.
76
Appointment of proxies through crest
9.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual
(available from https://www.euroclear.com/site/ public/EUI). 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 made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must
be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must
contain the information required for such instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer's agent (ID: RA10) by the voting deadline of 48 hours (excluding
non-working days) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not
make available special procedures in CREST for any particular messages. 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 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 service providers are
referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and
timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a)
of the Uncertificated Securities Regulations 2001.
Appointment of proxies through Proxymity
10.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further
information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged 48 hours prior to the time
appointed for the meeting in order to be considered valid. 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.
Appointment of proxy by joint members
11.
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.
Changing proxy instructions
12. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that
the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any
amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a
proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form,
please contact Link Group as per the communication methods shown in note 7. If you submit more than one valid proxy
appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
13.
In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to Link Group, at the address shown in note 7. In the case of a
member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the
revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation
notice. The revocation notice must be received by Link Group no later than 48 hours before the meeting. If you attempt to
revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.
77
Corporate representatives
14. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all
its powers as a member provided that no more than one corporate representative exercises powers over the same share.
Issued shares and Total Voting Rights
15. As at 4 December 2023, the Company's issued share capital comprised 131,427,135 Ordinary Shares of 0.25p each.
Each Ordinary Share carries the right to one vote at a General Meeting of the Company and, therefore, the total number
of voting rights in the Company is 131,427,135. The website referred to in note 2 will include information on the number
of shares and voting rights.
Documents on display
16. The copies of the Directors’ letters of appointment or service contracts are normally available for inspection during
normal business hours at the registered office of the Company on any business day from the date of this Notice until the
time of the meeting and may also be inspected at the meeting venue.
Explanatory notes
Report and Accounts (Resolution 1)
The directors of the Company must present the accounts to the meeting.
Reappointment and remuneration of auditors (Resolution 2)
Resolution 2 proposes the reappointment of BDO LLP as auditors of the Company and authorises the directors to set their
remuneration.
Declaration of a dividend (Resolution 3)
A final dividend can only be paid after the shareholders at a general meeting have approved it. A final dividend of 2.75 pence
per Ordinary Share is recommended by the directors for payment to shareholders who are on the register of members at the
close of business on 15 December 2023. If approved, the date of payment of the final dividend will be 14 February 2024.
Re-election of directors (Resolutions 4, 5, and 6)
The Company’s articles of association require that all directors retire at least every three years and that all newly appointed
directors retire at the first annual general meeting following their appointment.
At this meeting, Imogen Moorhouse, David Quantrel and Naomi Climer will retire and stand for re-election as directors. Having
considered the performance of and contribution made by each of the directors standing for re-election the Board remains
satisfied that the performance of each of the relevant directors continues to be effective and to demonstrate commitment to
the role and, as such, recommends their re-election.
Directors’ authority to allot securities (Resolution 7)
Your directors may only allot shares or grant rights over shares if authorised to do so by shareholders. The authority granted at
the last annual general meeting will expire on the passing of this resolution or, if it is not passed, on 8 February 2027. The
authority in resolution 7 will allow the directors to allot new shares in the Company or to grant rights to subscribe for or convert
any security into shares in the Company up to a nominal value of £108,427.
As at 4 December 2023, the Company did not hold any shares in treasury. If the resolution is passed, the authority will expire
on 30 January 2029 unless previously revoked, varied or renewed.
Disapplication of pre-emption rights (Resolution 8)
If the directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than
pursuant to an employee share scheme) company law requires that these shares are first offered to existing shareholders in
proportion to their existing holdings. There may be occasions, however, when the directors will need the flexibility to finance
business opportunities by the issue of equity securities without a pre-emptive offer to existing shareholders. This cannot be
done under the Act unless the shareholders have first waived their pre-emption rights.
78
Resolution 8 asks the shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity
securities and the grant of share options, the authority will be limited to allotment of equity securities for cash up to a
maximum number of 13,142,713 ordinary shares (which includes the sale on a non-pre-emptive basis of any shares held in
treasury). Shareholders will note that this resolution also relates to treasury shares and will be proposed as a special resolution.
This resolution seeks a disapplication of the pre-emption rights on a rights issue so as to allow the directors to make
exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might
arise with overseas shareholders.
If given, the authority will expire on 30 January 2029.
Authority to purchase own shares (Resolution 9)
In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 9 seeks the
authority from shareholders to continue to do so. The directors will continue to exercise this power only when, in the light of
market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share
and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall
position of the Company will be taken into account when exercising this authority.
Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly, save that
the Company may hold in treasury any of its own shares that it purchases pursuant to the Act and the authority conferred by
this resolution. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the
Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy
employee share scheme awards with treasury shares.
Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in
respect of the shares. Further, no dividend or other distribution of the Company’s assets may be made to the Company in
respect of the treasury shares.
The resolution specifies the maximum number of Ordinary Shares that may be acquired and the maximum and minimum prices
at which they may be bought.
Resolution 9 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this
authority will expire at the conclusion of the next annual general meeting of the Company in 2025 or, if earlier, the date which is
15 months after the date of passing of the resolution.
The directors intend to seek renewal of this power at subsequent annual general meetings.
79
OXFORD METRICS PLC
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2023
COMPANY NO 03998880
Perivan.com
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