Registered number: 05568060
SABIEN TECHNOLOGY GROUP PLC
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
SABIEN TECHNOLOGY GROUP PLG
COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024
Directors
Gompany Secretary
Registered Number
Registered office
lndependent Auditors
Website
Bankers
Solicitors
Nominated Advisor
Broker
Charles Goodfellow
Ranald McGregor-Smith
Richard Parris
Edward Sutcliffe
Edward Sutcliffe
05568060
71-75 Shelton Street
London
WC2H gJQ
Moore Kingston Smith LLP
6th Floor, 9 Appold Street
London
EC2A2AP
www.sabien.com
National Westminster Bank Plc
72-74 High Street
Watford
wD17 2GZ
Moore Barlow LLP
Gateway House, Tollgate
Chandler's Ford
SO53 3TG
Allenby Capital Limited
5 St Helen's Place
London
EC3A 6A8
Peterhouse Capital Limited
3rd Floor, 80 Cheapside
London
EC2V 6EE
Share Registrars Limited
3 The Millenium Centre
Farnham
GUg 7XX
Registrar
Page 1
SABIEN TECHNOLOGY GROUP PLC
CONTENTS
Ghairman & Ghief Executive Officer's report
Group strategic report
Corporate governance
Directors' report
Section 17 2(11 statement
Remuneration report
I ndependent auditors' report
Statement of Comprehensive lncome
Statements of Financial Position
Gash Flow Statements
Statements of Ghanges in EquitY
Notes to the consolidated financial statements
Page
3-5
6-11
12-17
18-21
22
23 -24
25-31
32
33-34
35
36-37
38-68
Page 2
SABIEN TECHNOLOGY GROUP PLG
CHAIRMAN & CHIEF EXECUTIVE OFFICER'S REPORT
FOR THE YEAR ENDED 30 JUNE 2024
We report on the results for Sabien Technology Group Plc ("Sabien", the "Company" or the "Group") for the
year ended 30 June 2024.
Sabien highlights 2024
.
RevenuefortheyearÊ0.71m (2023:Ê1.10m);
.
Loss after tax Ê0.54m (2023 Ê0.70m loss);
.
Overseas revenue f0.03m (2023: î0.07m);
.
Deferred revenue carried into2024 Ê0.11m (2023: Ê0.20m);
.
Fonruard orders carried into 2024 f0.048m (2023: [0.20m);
.
Cash less current borrowings at 30 June 2024was Ê0.04m (30 June 2023:80.40m);
.
Subscription and broker option in year raised €0.12m; and
.
Related party funding raised Ê0.2m.
Highlights since the year end
.
Orders received to 13 November 2024 Ê0.26m (80.24m to 30 November 2023)'
.
Further related party funding package comprising stock purchase, research and development and lT
support, and capitalisation of [0.06m Directors' remuneration, Ê0.04m of broker fees and f0.03m of
other costs.
Financial results
Revenue for the year was t0.71m (2023: î.1.1m). The loss after taxation was e 0.54m (2023: f0.70m loss).
At 30 June 2024, cash and cash equivalents amounted to 10.10m (2023: î0'44m)-
Dividend policy
The directors propose no dividends (2023: nil) in the year.
Page 3
SABIEN TECHNOLOGY GROUP PLC
GHAIRMAN & CHIEF EXECUTIVE OFFICER'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Executive Chairman's Statement
I am delighted to report on our audited results for the financial year ended 30 June 2024 as well as the significant
progresJ Sabien has made as we advance our Green Aggregation Strategy. This financial year has been
tranlformative, with our focus sharpened on two key initiatives: the M2G technology, our flagship CO2 mitigation
device for commercial boilers, and the groundbreaking plastic-to-oil technology from City Oil Field lnc. ("COF").
Despite a reduction in top-line revenue, the underlying strength of our business is encouraging. When we look
beyond the significant revenue contribution from a UK government customer over the past five years, we see a
strong story of growth. Excluding this government revenue, our core business has expanded rapidly, with revenue
rising from Ê0.ãZ million in2022 to f0.47 million in2023 to 10.62 million in 2024-a compound annualgrowth
rate of 52%. This is a testament to the resilience and potential of our strategy.
Our partnership with COF continues to evolve, marking a year of exciting developments. We have successfully
extended our exclusive Sales Agency Agreement for another five years, covering the U K and a strategic US state.
This collaboration lays a strong foundation for the future, ensuring that Sabien remains at the cutting edge of
green technology while building a sustainable and autonomous business line.
I am also pleased to confìrm that my family office, Parris Group Ltd, remains fully committed to supporting
Sabien's working capital needs. This backing allows us to focus on growth without the need for dilutive equity
raises overthe next 12 months. This stability underscores ourcommitmentto delivering long-term value to our
shareholders.
Sabien's mission to tackle global environmental challenges through innovative solutions has never been more
relevant. Our strategic positioning within the high-growth green technology secto¡ combined with our ability to
adapt and evolve, strengthens the foundations upon which our future success will be built.
M2G Business
The M2G Cloud business has been a standout performer this year, showcasing compound year-on-year growth
of 52% (excluding the UK Government contract delayed in2024) across a broadened customer base since launch
in 2022. This success is driven by our expanding distribution network, with CBRE emerging as a key partner.
After streamlining our operations and optimizing costs, we have begun to expand our sales team to fully capitalize
on the opportunities ahead. The positive results we are seeing validate our strategy of modernizing our
technology, establishing strong channels, and maintaining rigorous cost control.
tnthe 2024 financial year, M2G Cloud Solutions generated t0.50 million in revenue (2023: Ê0.96 million). As we
move forward, we carry fonryard deferred revenue of Ê0.10 million, open orders of Ê0.06 million, and recurring
Cloud support revenue of Ê0.08 million into FY25. Additionally, we have already identified and secured f0.25
million in revenue for 2025, providing a solid platform for continued growth.
GOF / b.grn Group Limited Business
COF's Regenerated Green Oil ('RGO")technology is at the forefront of the green energy revolution, turning end-
of-life plastics into ultra-pure fuel. Sabien's partnership with COF, through our special purpose vehicle, b.grn
Group Limited, is a critical element of our growth strategy in the Western Hemisphere. The first RGO plant in the
UK, announced in November 2022, represents a significant milestone, with the potential to generate
approximately US$1 million in commission for Sabien once a suitable site and finance has been agreed. The
Board expects that the commission will be achieved either on the first UK site or the first USA site for which
discussions are currently in progress and will be payable within 2025 or 2026.
ln June 2024, we extended our exclusive Sales Agency Agreement with COF for another five years, reinforcing
our leadership position in the UK and a key region in the US. This agreement also introduces an increased sales
agency fee of up to $1.2 million per RGO module sold and opens up opportunities for non-exclusive rights in
other ierritories. Our associate company, b.grn, has also extended its supply contract with COF, ensuring that
we remain at the cutting edge of waste plastic recycling. With advanced due diligence on a first US site undenvay
and the anticipated completion of COF's first production plant in Korea, we are well-positioned for a breakthrough
year in 2025.
Page 4
SABIEN TECHNOLOGY GROUP PLC
CHAIRMAN & CH|EF EXECUTIVE OFFICER'S REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Proton Technologies Canada lnc.
Our investment in Proton Technologies in 2021 continues to offer development possibilities. While management
changes at Proton have presented challenges, we retain our rights to deploy Proton's innovative hydrogen
extraction technology in the UK and to install a COF plant at their Saskatchewan site. Subject to periodic review,
the Board has deprioritised this pro.¡ect in favour of other opportunities.
Aeristech investment
Our investment in Aeristech has proven to be a valuable addition to our portfolio. Since our initial investment in
2021, Aeristech has made impressive progress, particularly in developing e-boost technologies for hydrogen fuel
cells and hybrid powertrains. With its latest funding round in February 2023 showing a rise in share value to
Ê2.75, Aeristech continues to contribute positively to our overall strategy.
Financial results
For the year ended 30 June 2024, Sabien generated revenue of E0.71million (2023: î.1.10 million), with €0.47
million recorded in the second half. We achieved a robust gross margin of 82o/o (2023: 620/o), reflecling our
successful efforts to reduce M2G's monthly operating direct costs. As of 31 October 2024, we have already
secured Ê0.15 million in sales and received orders totalling [0.11 million.
The Board is confident in the strong prospects for Sabien's primary business lines as we enter 2025. We are
excited about the opportunities that lie ahead and are well-equipped to build on our achievements, driving forward
our mission to provide innovative, sustainable solutions in the green technology sector.
Conclusion
ln conclusion, Sabien Technology Group PLC is poised for a bright future. Our strategic focus on innovation,
strong partnerships, and disciplined financial management has set the stage for continued growth and success.
I am energized by the progress we have made and look forward to leading Sabien into an exciting new chapter
in 2025. The best is yet to come.
Richard Parris
Executive Chairman
Date 15 November 2024
Page 5
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
L Review of the GrouP's Business
Sabien's business strategy centres on delivering innovative solutions to address the challenges of achieving net
zero. This approach ¡s di¡ven by economic pragmatism, not ideology. Given the current economic headwinds,
including recent drops in inflation and steady, albeit modest, economic growth, the timeline and extent of reaching
net zero are under scrutiny worldwide. We anticipate that net zero strategies will persist, though they will adopt
a more cost-conscious approach than in previous decades. As the transition becomes more challenging' we
foresee governments, companies, and consumers making practical, budget-friendly decisions. lnnovation that
facilitates a lower-cost transition will be highly valued.
Thus, Sabien has built, and is building, a portfolio of businesses whose ambition is to facilitate net zero but whose
strategy is to do so by offering roÌe efficient alternatives. Advancing towards net zero must be mindful of
e^p"nles, especially dúring perì-ods when financial challenges are expected to persist. . Through partnership and
acquisition, dabien will cðnt¡nue to develop a portfolio of businesses whose success is not dependent on
achieving net zero but is clearly aligned with the transition towards this goal.
ln many respects, Sabien's success will be determined by the journey, not simply the destination.
During the year ended 30 June 2024,ïhe Group achieved the following milestones in its strategic development:
.
First test production run of next generation M2G Evo device; and
.
participation in consortium of green energy and sustainability companies to establish a resource cluster
within a large, fast growing, environmentally conscious, US city.
Sabien believes that operational growth cannot be the Group's sole objective. Growth must be closely and clearly
aligned to the creation of consistent, long-term shareholder value. ln order that this occurs, Sabien employs clear
investment value criteria which are dãployed at the point of commitment. These criteria focus on three
fundamentals: management team strength, defendable technical advantage, and strong financial position.
Ownership, and its concomitant control, is critical to the continued success of the business. Since incorporation,
the Group ñas owned the rights to M2G. This provides control over patented energy efficiency products and 9ny
products that result from thãir development. The Group's focus is the product installation on commercial boilers
änd water heaters, both within the UK and overseas. Sabien subcontracts the manufacture of both products to
its principal supplier, based in Northern lreland, and manages installations globally through a team of Sabien
engineers and trained installation partners.
Sabien believes that this control has been a key contributor to the Group's strong reputation in its chosen
marketplace. lt is regularly recognised as the market leader in Boiler optimisation Controls. This position reflects
both the efficiency of the installed base and the innovation-led development of the products.
Background to the boiler optimisation business
Accep-tance is critical to the long{erm success of the Boiler Optimisation business. Historically, the Group focused
on taige estates, often owned,ãnd managed by public or quasi-public bodies. ln order to achieve penetration of
this mãrket, the Group offered paid pilotsìf its M2G product. This strategy proved successfulwith the award of
a number of multi-year multi-million-pound contracts. However, the consolidated nature of this public market'
notably at a time oipublic funding uncertainty, created timing issues which variability affected profitability.
ln response, the Group is transitioning the sale of its M2G technology with the adoption of a subscription service
through channel partners who contról already significant end-user_infrastructure. This significantly increases
volumes and reduces sales cycle times from many months to only a few weeks.
Page 6
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGTC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Recognising the need to establish a broader customer base which would improve both the scale and consistency
of revenue generation, the Group has had a long-term expansion strategy. From the introduction of a rental model
option in 2018, facilitating the piloting and financing of the M2G product, through the launch of the Forensic Boiler
Audit ("FBA")service, to the launch of the M2G Cloud System, the Group has achieved success in the following
key areas:
A greater proportion of recurring revenue;
Demonstrable real-time savings to customers;
Additional and unique boiler analytics which can and do lead to product and client development; and
A time-to-commercial engagement cycle which is materially shorter.
Market - Energy efficiency retrofit - Commercial Gas
Sabien believes that the nature and structure of the available market for its products is changing and that these
changes are to the Group's advantage.
The Group's hÍstorical customer base shared a number of key attributes:
.
Large individual entities such as service providers, public administrations, and industrial operations, which
use:
.
Centralised heating and water provision; resulting in
.
Energy costs being a relatively small proportion of total production costs.
As a result, adoption of energy efficiency programs was constrained by low gas prices, the availability of capital,
and the lack of Automated Maintenance Reporting (AMR) in the UK built environment.
Sabien believes that these historical factors are becoming less of a constraint on adoption.
The war in Ukraine, and the resulting attitudes of OPEC+, has created inflationary pressures in the petrochemical
market. The Group believes that these pressures are unlikely to abate in the short to medium term. As a result,
the cost of gas is now a focus for building managers and mitigation of this cost is now important.
As the cost of heating and water provision has risen, the previous constraints on capital deployed in efficiency
programs are falling away. While capital deployment within private organisations will continue to be driven by
pay-back considerations, the rationale for conducting analyses on this basis has improved and the frequency of
such exercises is increasing.
Within public organisations, the mandate to deliver value for money across estates and the systems therein,
notably in the aftermath of recent public body financial problems, is more prevalent than in previous years. Sabien
believes that this cost-driven approach will not focus solely on improving the efficiency of historical systems,
which M2G addresses, but will seek to embrace the evolution of new processes, such as that provided by COF.
Thus, the combination of rising running costs and the high-profile failure of public bodies'financial management
is likely to favour the adoption of energy efficient systems such as those provided by the Group. Capital is now
more likely to be deployed for continuous improvement than new large projects.
Other sales channels
Establishing multiple routes to market is a central tenet of the Group's strategy to build wide and deep foundations
for revenue growth at profitable margins.
PageT
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
At present, the Group operates on a fully integrated basis in the UK; from sales, through installation, to efficiency
management. ln the short to medium term, the Group will transition from this integrated approach to a partnership
strategy which has proved so successful in overseas markets. During the year under review, the Group has
already benefited from this transition with the announced relationships with CBRE and Empiric PLC. Outside the
UK, the Group's partnership strategy allows for the deployment of its market-leading technical knowledge through
distribution partners. These partners are involved in the supply of energy efficiency solutions to meet their clients
NetZero targets, boiler systems and controls to their customers in their own territories.
By so doing, the Group has developed key commercial relationships with the central players in energy efficient
sólu¡ons, building portfolio management, and boiler maintenance and management, removing the need to build
its own distribution and maintenance networks. ln partnering, rather than competing, the Group has built solid
foundations within a constituency which is likely to remain as the key determinant of end-customer demand.
lmportantly, this partnership approach has brought, and will continue to bring, important contacts which have,
and will continue, to provide further relationships consistent with the development of a wide and deep customer
base. Recent contract awards from public bodies and private organisations, notably within real estate
management, are a testament to this approach.
Team
The Group employs its own project management and technical engineering staff who are responsible for ensuring
the smooth roll-out and quality control of each M2G pilot and installation project. Headcount currently stands at
10.
Other Technology Development
ln addition to the established boiler optimisation business, Sabien's green aggregation strategy is also
developing two new technologies:
1. City Oil Field lnc. Plastic to Oil Business; and
2. Proton Technologies Canada lnc. - clean hydrogen production.
The Board expects both technologies over time to develop into standalone divisions of the Group although the
clean hydrogen project has currently been deprioritised.
Plastic to Oil Business
The Group's strategy is focussed on signing the fìrst site in the UK or US as a proof of concept 24 tonne per day
processing plant in conjunction with Sabien's b.grn Group Ltd development partner. Feedstock contracts, oil
offtake, sit,e leases and operational agreement discussions are in progress as key requirements to establish the
first Western Hemisphere commercial plant.
Glean Hydrogen
The Group's strategy is focussed on locating a suitable end of life onshore oil fleld owner in the UK to partner in
developing a 20 tonne per day hydrogen production facility.
Page 8
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2. Principal risks and uncertainties facing the Group
The principal risks faced by the Group are:
.
Technology developments and competitive products;
.
Changes in legislation;
.
Supply chain issues;
.
Brand awareness and maintenance of reputation;
.
Employee retention,
.
Raising further finance;
.
UK Energy Efficiency Barriers, and
.
lnsufficient financial resources to complete rollout of new product lines.
The Group places great importance on internal control and risk management. A risk-aware and control-conscious
environment is pròmoted and encouraged throughout the Group. The Board, either directly or through its
committees, sets objectives, performance targets and policies for management of key risks facing the Group.
The risks outlined above are not an exhaustive list of those faced by the Group and are not intended to be
presented in any order of priority. The Group holds weekly management meetings at which, inter alia, business
risks are reviewed and any areas that are causing concern are discussed. A plan of action to resolve issues is
then put in place. Whilst many of the key risks are common across many industries, the Board has set out detail
below in relation to the energy efficiency industry specific risks that affect the Group.
UK Energy Efficiency Barriers
lnformation, its provision and lack of trust, misaligned financial incentives, and behaviour barriers mean energy
efficiency is undervalued. These barriers are often inter-related and work together to reduce investment in energy
efficiency.
The UK market is underdeveloped thus has relatively limited/mixed expertise and 'know-how' on the Client,
vendor side for energy efficiency investment. The Group is working to develop its partner network and through
that to develop awareness within the market.
lnformation
One of the key characteristics of an embryonic market is there is a lack of access to trusted and appropriate
information.
Energy efficiency improvements are typically made through purchasing upgraded equipment, retro-fit technology
and ãðd¡t¡ves however the biggest challenge facing the market is identifying the absolute savings in energy and
emissions which means that potential buyers are not in a position to assess the benefits of an energy efficiency
proposal.
The Group's partner led strategy and the upgraded and cloud enabled M2G has been designed to resolve these
issues.
Financing
Energy efficiency projects can be undermined by the absence of standardised monitoring and verification
processes which means that the benefits of energy efficiency investments are not trusted.
It can be difficult to relate back to individual activities to identify opportunities to make energy efficiency
improvements. ln the absence of clear, trusted information, many buyers do not prioritise energy efficiency
investments.
Page 9
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
M isaligned financial incentives
It is not always the case that the person who is responsible for making energy efficiency improvements will receive
the benefits of their actions.
Commercial rented tenants are responsible for their own bills and therefore it is in their interest to reduce the
bills, but contractual arrangements around landlord/tenants or facilities management may inhibit investment.
Therefore, energy efficiency investments are not prioritised as they might otherwise be. Energy costs can be a
relatively small proportion of costs for many sectors, but in aggregate that energy use is a huge ask of our energy
system.
Undervaluing energy efficiency
The lack of salience of energy efficiency increases the impact of hassle costs and behavioural barriers. Energy
efficiency changes may involve significant hassle costs for those carrying out the investment, which increases
the costs of the investment e.g. disruption caused by building works or disruption to production lines.
Energy efficiency improvements may not be seen as strategic for a company and therefore not prioritised.
Outside of the energy intensive industry sectors, energy bills are only a small proportion of business costs. lf the
relative gain is smali, then the hassle costs can act as a significant barrier, especially if there is uncertainty around
tne benefits of the investment. While hassle costs are not a market failure, they compound the impact of other
behavioural barriers, reducing investment in energy efficiency. This is often why companies are reluctant to invest
in energy efficiency, seeking short payback times, even if a project is cost-effective and meets Simple Payback
(SPB) criteria. Wider economic uncertainty is also reducing willingness to invest.
3. Performance of the business in the financial year
Business Development - UK
The Group achieved sales in the year of Ê0.71m (2023: e 1.10m) as detailed in the Key Performance lndicators
section. Overseas customers contributed Ê0.03m (2023: Ê0.07m) of sales representing 4o/o (2023:6%) of the
total for the year.
Business Development - Overseas
Sabien markets, sells, and installs M2G internationally through a network of partners. The Group employs this
strategy to both mitigate cost exposure and to benefit from its partners' commercial relationships within the
specific territories. This network requires a level of M2G operational support in the transfer of knowledge and
the sharing of product training.
Sabien has developed the following criteria to select appropriate partners:
An existing client base, supported by an established distribution network, within the commercial and
industrial heating sector;
Demonstrable engineering capability and capacity; and
Clear competencè in commercial boiler maintenance and management, together with a current offering
within energy efficient solutions within products and services.
Page 10
SABIEN TECHNOLOGY GROUP PLC
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
4. Key Performance lndicators ("KPls")
The Group has identified a number of financial and non-financial key performance indicators which are regularly
monitored to ensure that business is on track or to give warning where problems may be arising:
Financial: The management's focus is on the development of sales, the maintenance of a healthy gross margin
and prudent cost control. The two main performance indicators are sales achieved and gross profit margin. During
the year the Group achieved revenue of Ê0.71m (2023: e 1.10m) and the gross profit margin was 82.0o/o (2023:
64.}Yo). Whilst revenue decreased overall in the year, a key government contract was delayed. Excluding sales
from the government contract, Sabien's sales increased from Ê0.47 million in2023 to f0.62 million in 2024. Gross
margin has improved during the year due to the success of group cost cutting measures, and the full commercial
rollout of M2G Evo in 2025 is expected to continue to deliver strong gross margin. Cost cutting has focused on
changing Cloud support and lT support providers during the year and a strategic review of other direct costs.
Non-financial: The Group's reputation for project management and delivery of its product's benefits on time and
within budget is key to its continuing business success. Management is always looking at improving the quality
of the Group's performance and will continue to invest in products and solutions to enable it to maintain and
enhance its reputation. There are no non-financial KPls that need to be disclosed.
5. Strategy and future developments
The Group intends to invest for growth in the following areas:
Completion of next generation M2G device integrating remote commercial boiler management within a
single Cloud-enabled device;
Development of the key US market through Original Equipment Manufacturer (OEM) relationships;
Maintaining a network of overseas distribution partners to deliver material revenue for the Group;
Maintaining or exceeding an installation capacity in line with Company forecasts and to continue
providing our clients and partners with a world class project management service and experience;
Maintaining brand awareness and reputation of the Group;
Acquisitions of compatible businesses within 'green energy' environmental opportunities; and
Licensing of relevant green energy technologies.
This report was approved by the board on 15 November 2024 and signed on its behalf
Richard Parris
Director
Page I 1
SAB¡EN TECHNOLOGY GROUP PLC
CORPORATE GOVERNANCE
FOR THE YEAR ENDED 30 JUNE 2024
As Chairman of the Board of Directors of Sabien, it is my responsibility to ensure that our company maintains
sound corporate governance and an effective Board. We are committed to upholding the highest standards of
corporate governance, which we believe are essential for the long-term success and sustainability of our
business.
The Company adopts the Quoted Companies Alliance Corporate Governance Code (QCA Code). The QCA Code
provides Uf imati and mid-sized companies with a corporate governance framework that is appropriate for a
àorpany of our size and nature. The Board considers the principles and recommendations contained in the QCA
Code to be appropriate for the Company.
Statement of compliance with the QCA Code and applying the principles of good governance
The Company is committed to meeting these principles as far as it reasonably can, and the commentary below
reflects the eitent to which the Company has complied with the QCA Code during the period under review.
The ten principles set out in the QCA Code are listed below together with a short explanation of how the Company
applies each of the principles.
Principle One
Busrness Model and Strategy
The Company continues to invest for growth in the following areas:
.
Completion of next generation Cloud M2G device integrating remote commercial boiler management
within a single Cloud-enabled device, removing the need for the additional Cloud Connect device;
.
Development of the key US market through Original Equipment Manufacturer (OEM) relationships;
.
Maintaining a network of overseas distribution partners to deliver material revenue for the Group;
.
Maintaining or exceeding an installation capacity in line with company forecasts and to continue
providing our clients and partners with a world class project management service and experience;
.
Maintaining brand awareness and reputation of the Group;
.
Acquisitions of compatible businesses within 'green energy' environmental opportunities; and
.
Licensing of relevant green energy technologies'
Principle Two
lJnderstanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. lnstitutional
shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the
Company. ln addition, all shareholders are encouraged to attend the Company's Annual General Meeting.
lnvestors also have access to current information on the Company though its website, wwt¡v.sabien.com, and via
Richard Parris, Executive Chairman and Edward Sutcliffe, Company Secretary who are available to answer
investor relations enquiries.
Page 12
SABIEN TECHNOLOGY GROUP PLC
coRPoRATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principle Three
Consideri ng wider stakeholder and soci al responsib/rïres
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of
the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a
range of
'proõesses
and systems to ensure that there is close oversight and contact with its key resources and
relationships. For example, a companywide internal information system shares live information on key suppliers,
customers and projects, allowing the Company to efficiently fulfil customer requirements. Furthermore, all
employees of the Company participate in an annual assessment process which is designed to ensure that there
is an open and confidential dialogue with each person in the Company to promote successful two-way
communication with agreement on goals, targets and aspirations of the employee and the Company. These
feedback processes help to ensure that the Company can respond to new issues and opportunities that arise to
further the success of employees and the Company. The Company has close ongoing relationships with a broad
range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the
Company.
Principle Four
Risk Management
The Board, through its committees is responsible for ensuring that procedures are in place and are being
implemented effectively to identify, evaluate and manage significant risks faced by the Group. The table below
outlines the risks faced by the Group, identifies their impact and the controls that are in place to mitigate them.
Activity
Risk
lmPact
Control(s)
Management
Regulatory adherence Breach of rules
Strategic
Censure or
withdrawalof
authorisations
Loss of key
operational and
financial data
Over reliance on
capital sales which
can be unpredictable
lnability to continue
as a going concern
Reduction in asset
values
Financial
Recruitment and
retention of key staff
Reduction in
operating capacity
Stimulating and safe working
environment
Balancing salary with long
term incentive plans
Strong compliance regime
instilled at all levels of the
Group including regular
review of any changes to
current legislation
Robust compliance
Secure off-site storage of
data
Development of cloud
enabled subscription model
and new business lines
Robust capital management
policies and procedures
Appropriate authority and
investment levels as set out
by Treasury and lnvestment
Policies
Audit Committee
lnadequate disaster
recovery procedures
Lack of recurring
revenue
Liquidity, market and
credít risk
I nappropriate controls
and accounting
policies
Page 13
SABIEN TECHNOLOGY GROUP PLC
coRpoRATE GOVERNANCE (CONTINU ED)
FOR THE YEAR ENDED 30 JUNE 2024
The Board of Directors has overall responsibility for the Group's system of internal control and for reviewing its
effectiveness. The purpose of the system of internal control is to manage rather than eliminate the risk of failure
to achieve business objectives and can only provide reasonable, but not absolute, assurance against material
misstatement or loss. The Directors have established an organisational structure with clear operating procedures,
and lines of responsibility. ln particular, any capital investment requires a business case to be presented to and
approved by the Board. Financial reporting is carried out within a comprehensive financial planning and
accounting framework with oversight by the Audit Committee. The Board has reviewed the need for an internal
audit function and concluded that such a function is not currently appropriate given the size of the Group. Also,
given the size of the Group, the Board considers that the lack of internal audit function does not materially affect
the external audit of the Group.
Principle Five
A Well-Functioning Board of Directors
As at the date hereof the Board comprised the Executive Chairman, Richard Parris, Chief Financial Officer and
Executive Director Edward Sutcliffe, and the Non-Executive Directors, Charles Goodfellow, and Ranald
McGregor-Smith.
Biographical details of the current Directors are set out within Principle Six.
Executive and Non-Executive Directors retire by rotation in accordance with the Company's Articles of
Association which prescribe that at every Annual General Meeting one third of the directors for the time being or,
if their number is not a multiple of three, then the number nearest to but not exceeding one third, shall retire from
office. Non-executive directors are initially appointed for a three-year term but their appointment is terminable by
either party on three months' written notice. The letters of appointment of all Directors are available for inspection
at the Company's registered office during normal business hours.
The Board meets at least six times per annum either on a formal or informal basis. lt has established an Audit
Committee, a Remuneration Committee, a Nominations Committee and a Risk Committee, the particulars of
which appear hereafter. The Executive and Non-Executive Directors are considered to be part time but are
expected to provide as much time to the Company as is required. The Board considers that this is appropriate
given the Company's current stage of operations. lt shall continue to monitor the need to match resources to its
óperational performance and costs and the matter will be kept under review going foruvard. Charles Goodfellow
and Ranald McGregor-Smith are considered to be lndependent Directors by the Board. The Board shall review
further appointments as scale and complexity grows.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and
the attendance record of individual Directors. ln order to be efficient, the Directors meet formally and informally
both in person and by telephone. The following table shows attendance of the directors at Board and Audit
Committee meetings.
Board
Board Audit Committee Audit Gommittee
Attended Eligible to
Attended
Eligible to
Attend
Attend
Charles Goodfellow
Ranald McGregor-Smith
Richard Parris
Edward Sutcliffe
The Nominations Committee, Risk Committee and Remuneration Committee did not meet in the year, any
relevant business for those committees was dealt with at Board level.
2
2
2
2
3
3
1
3
3
3
1
3
Page 14
SABIEN TECHNOLOGY GROUP PLC
coRPoRATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors. The Company believes that the current balance of skills in the
Board as a whole, reflects a very broad range of commercial and professional skills across geographies and
industries and each of the Directors has experience in public markets. The Board recognises that it currently has
a limited diversity, and this will form a part of any future recruitment consideration if the Board concludes that
replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development
whether formal or informal.
Richard Parris
Executive Chairman and Chief Executive
Richard was until 2018 the Chairman and Chief Executive of lntercede, an AIM{raded technology company,
which he founded in 1992 and which was admitted to trading on AIM in 2001. Richard Parris is an engineer by
training and an entrepreneur by experience, he operationally led lntercede through all phases of its growth'
includiñg building its UK technology team to invent, develop and commercialise new software products, including
the adoþtion of Cloud services and loT delivery models as the core of future business transformation, and
securing contracts with major US OEMs to expand US sales'
Edward Sutcliffe
Chief Financial Officer and Executive Director
Edward is an experienced business advisor with a wide range of accounting, management, transactional,
turnaround, and board level skills. A Fellow of the lnstitute of Chartered Accountants in England and Wales,
Edward has worked internationally, providing consultancy and expertise in areas including private equity, due
diligence, debt raising, financial modelling and analysis, and management and board reporting.
Gharles Goodfellow
I nd e pe nd e nt N o n-execut ive Di rector
Charles is a corporate broker with over 25 years' experience of fundraising for small and mid-caps and private
companies across a range of sectors and jurisdictions. ln addition, he was previously a Director of Acorn Growth
plc (re-named Vodere plc).
Charles chairs the Audit and Remuneration Committees and is a member of the Risk and Nominations
Committees.
Ranald McGregor-Smith
I nde pe n d e nt N o n-Exec utive D irector
Ranald has worked as a corporate adviser and broker for most of his career and has significant experience in
leadership roles at a number of advisory firms, where he worked with both listed and private companies.
He has worked with and advised a host of companies and their boards through a 33-year banking career which
has encompassed a period of significant change in the equity capital markets. ln 2010, Ranald co-founded
Whitman Howard Ltd, an investment banking business, before its sale to a large competitor in 2020. Prior to this
Ranald spent 20 years at Hoare Govett, latterly as a Board Director.
Ranald chairs the Risk and Nominations Committees and is a member of the Audit and Remuneration
Committees.
Page '15
SABIEN TECHNOLOGY GROUP PLC
coRpoRATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principle Seven
Evaluation of Board Pertormance
lnternal evaluation of the Board, and individual Directors will be undertaken on an annual basis in the form of
peer appraisal and discussions to determine the effectiveness and performance as well as the Directors'
continued independence.
The results and recommendations that come out of the appraisals for the directors shall identify the key corporate
and financial targets that are relevant to each Director and their personal targets in terms of career development
and training. Progress against previous targets shall also be assessed where relevant.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole and that this will impact the performance of the Company. The Board is very aware that the
tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that
employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure
that the Company delivers long term value to its shareholders and that shareholders have the opportunity to
express their views and expectations for the Company in a manner that encourages open dialogue with the
Board. A large part of the Company's activities is centred upon what needs to be an open and respectful dialogue
with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and
behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board
places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the
Company does. The directors consider that at present the Company has an open culture facilitating
comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has
adopted, with effect from the date on which its shares were admitted to AlM, a code for Directors'and employees'
dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance
with the requirements of the Market Abuse Regulation.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities
of the Executive Chairman arising as a consequence of delegation by the Board. The Board has adopted
appropriate delegations of authority which set out matters which are reserved to the Board. The Executive
Chairman is responsible for the effectiveness of the Board, primary contact with shareholders, and oversight of
management of the Company's business.
Audit Committee
Since January 2021, the Audit Committee has been chaired by Charles Goodfellow who is supported by Ranald
McGregor-Smith. This committee meets twice a year. lt is responsible for making recommendations to the Board
on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and
for reviewing the operation of the internal financial controls. lt also has responsibility for the reporting of the
financial performance of the Group and for reviewing financial statements prior to publication.
The auditors of the Group are Moore Kingston Smith LLP ('MKS") who have served the Company since it was
founded. MKS have regularly rotated the audit engagement partner. The Committee view is that MKS have
served the Group well. The Committee has concluded that it has not been necessary to re-tender the audit.
The key issues that the Committee reviewed in the year was the going concern assumption; and the carrying
value of assets. The Board assessed the company's ability to continue as a going concern, taking into account
Page 16
SABIEN TECHNOLOGY GROUP PLC
coRPoRATE GOVERNANCE (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Principle Nine (continued)
the current financial position, cash flow projections, and potential risks. The board conducted comprehensive
impairment reviews of the Company's assets, particularly in light of the challenging economic environment. This
included assessing the recoverable amounts of goodwill and other intangible assets.
The annual risk assessment exercise for the Group is overseen by the Audit Committee and the results of the
most recent exercise are included in this Report in the section Risk Management.
Re muneration Committee
Since September 2019 the Remuneration Committee has been chaired by Charles Goodfellow and he has been
supported by Ranald McGregor-Smith since January 2021 . the Remuneration Committee meets as required
during each financial year. lt is responsible for reviewing the performance of the executive directors and setting
the scale and structure of their remuneration and the basis of their service agreements with due regard to the
interest of shareholders. The Remuneration Committee shall also determine the allocation of share options to
employees. lt is a rule of the Remuneration Committee that a Director shall not participate in discussions or
decisions concerning his/her own remuneration.
Nominations Committee
Since January 2021, the Nominations Committee has been chaired by Ranald McGregor-Smith who is supported
by Charles Goodfellow. The Nominations Committee meets to review the size, structure and composition of the
Board ensuring that the Board and its Committees have appropriate balance of skills, knowledge and experience.
The Nominations Committee reviews all Board appointments.
Risk Committee
Since January 2021, the Risk Committee has been chaired by Ranald McGregor-Smith who is supported by
Charles Goodfellow. The Risk Committee assists the Board in fulfilling its oversight responsibilities with regard
to Group risk management and compliance framework and governance structure that supports it.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and
which have been observed throughout the year. Non-Executive Directors retire by rotation in accordance with
the Company's Articles of Association which prescribe that at every Annual General Meeting one third of the
directors for the time being or, if their number is not a multiple of three, then the number nearest to but not
exceeding one third, shall retire from office. Non-executive directors are initially appointed for a three year term
but their appointment is terminable by either party on three months'written notice.
ln accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to
promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable
care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a
duty to declare any interest in a proposed transaction or arrangement.
Principle Ten
S h are h ol d er Com m u n i cati o n
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its private shareholders. lnstitutional
shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the
Company. ln addition, all shareholders are encouraged to attend the Company's Annual General Meeting.
The Company shall include, when relevant, in its annual report, any matters of note arising from the Audit or
Remuneration Committees.
This report was approved by the board on 15 November 2024 and signed on its behalf.
Richard Parris Director
Page 17
SABIEN TECHNOLOGY GROUP PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the audited consolidated financial statements for the year ended 30 June
2024. The financial statements have been prepared in accordance with UK adopted lnternational Accounting
Standards. ln accordance with S414C(11)of the Companies Act 2006, the directors have chosen to include
information about future developments and principal risks and uncertainties in the Strategic Report'
Principal Activities
The piincipal activity of the Group during the year was building a portfolio of businesses which are involved
dlrecily in ihe applicâtion of emerging anJ deueioped technology to the emerging Green Economy. The Group's
principal revenue generating actiiity-Ouring the yearwas the design, manufacture and sale of M1G and M2G,
boileienergy efficiéncy tech-nologieð, whicñ are þroven to reduce energy consumption on commercial boilers by
up to 35%.
Review of Business
A review of the business, its development and performance for the year and its position at the year end, together
with the future prospects of the Group, is contained in the Chairman & Chief Executive Officer's Report and the
Strategic Report.
Governance and the Board
The Board's governance system provides balanced support for the executive management team in the
development o-t tfre Group's étr"tegy and with the need to ensure effective monitoring of its implementation. The
Board and its committeei have cðñsidered the significant events of the year and their impact on the Group's
business and reputation.
During the year the Audit and Remuneration Committees were chaired by Charles Goodfellow, and the Risk and
Nomination Committees were chaired by Ranald McGregor-Smith, although the latter two committees did not
meet. The Board remains confident in the work of those committees and the overall system of governance.
Streamlined Energy and Carbon Reporting (SECR)
After careful consideration, the Board has dltermined that the company qualifies for an exemption from the
requirements of the Streamlined Energy and Carbon Reporting (SECR) fram-ework for. the financial year ended
30 June 2024. This decision is based on the Company meeting the criteria for a small company as defined by
sections 465 and 466 of the Companies Act 2006, and is therefore exempt from the mandatory SECR disclosure
requirements.
The Board confirms that the company will continue to monitor its energy usage and carbon emissions, and will
reassess the applicability of the sEcR requirements on an annual basis.
Events after the rePorting date
There were no material events after the reporting date requiring disclosure.
Results and Dividends
The Group loss for the year, after taxation, amounted to Ê0.54m (2023'. Ê0.70m loss). The Directors do not
recommend a final dividend this year (2023 - nil).
Going Concern
The k'ey financial performance indicators for the Group in relation to going concern are revenue from its M2G
energy saving devices; net loss after taxation and net cashflow. During the year, whilst turnover decreased to
î0.7\n fromlt.t0m in2023 the net loss after taxation was Ê0.54m (2023: Ê0.70m), and net cash and cash
equivalents decreased by Ê0.43m (2023: â0.14m).
The directors have prepared cash flow forecasts to 30 June 2026 based on the conversion of sales pipeline to
contracted sales revenue and the expectation of repeat orders from existing customers.
Page 18
SABIEN TECHNOLOGY GROUP PLC
DTRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Historically the Group's conversion of sales pipeline has been uncertain with long lead times. The directors are
confident itrat tne sales pipeline will be converted into sales revenue in accordance with the cash flow forecasts
and that the cash flow forecasts confirm that the Group will have sufficient working capital to settle its liabilities
as they fall due for a period of not less than twelve months from the date of the approval of these consolidated
financial statements. Consequently, the consolidated financial statements have been prepared on a going
concern basis. However, the uncertainty of the timing and conversion of the sales pipeline casts significant doubt
on the ability of the Company and Group to continue as a going concern.
Directors
The Directors who served during the year and their beneficial interest in the Company's issued share capital at
year end were:
Date of
Appointment
Ordinary
shares of 3p
each
Nos.
2024
100,000
Ordinary
shares of 3p
each
%
Nos.
2024
2023
100,000
6,274,078
5,702,959
1,782,897
870,000
otfo
C Goodfellow
R McGregor-Smith
R Parris
E Sutcliffe
17 January 2019
1 February 2021
2 September 2019
1 March 2021
2023
26.55
24.13
7.54
3.68
5,081,459
21.9 4,581,460
21.1
Substantial shareholdings
At 30 September 2024, the Company had been notified that the following were interested in 3% or more of the
issued Ordinary shares of the Company:
Number of % of issued
Ordinary
share
shares
caPital
Diversity Network lnvestments Limited
Richard Parris
Peel Hunt LLP
Thomas Orange
At 30 June 2024there were 23,195,168 and 30 September 2024, there were 23,631,135 Ordinary shares in
issue.
Auditors
Each of the persons who is a director at the date of approval of this annual report confirms that:
.
so far as the Director is aware, there is no relevant audit information of which the company's auditors are
unaware; and
.
the Director has taken all the steps that he ought to have taken as a director in order to make himself
aware of any relevant audit information and to establish that the Company's auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the
Companies Act 2006.
Page 19
SABIEN TECHNOLOGY GROUP PLC
DTRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Auditors (continued)
The auditors, Moore Kingston Smith LLP, will be proposed for reappointment in accordance with section 489 of
the Companies Act 2006.
This report was approved and authorised for issue by the Board on l5 November 2024 and signed on its behalf
by:
Richard Parris
Executive Chairman
Page2O
SABIEN TECHNOLOGY GROUP PLC
DTRECTORS', REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Directors' responsibilities statement
The Directors are responsible for preparing the annual report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare consolidated financial statements for each financial year. Under
that íawiney have elected to prepare the consolidated financial statements in accordance with UK adopted
lnternational Accounting Standards.
Under company law the Directors must not approve the consolidated financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit
or loss of the Gróuþ for that period. ln preparing the consolidated financial statements, the Directors are required
to:
r
select suitable accounting policies and then apply them consistently;
¡
make judgments and estimates that are reasonable and prudent;
.
state whether they have been prepared in accordance with UK adopted lnternational Accounting
Standards, subject to any material departures disclosed and explained in the financial statements;
.
assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and
.
use the going concern basis of accounting unless they either intend to liquidate the Group or the Company
or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the parent Company's and Group's transãctions and disclose with reasonable accuracy at any time the financial
po=ition of the pareñt Company and Group and enable them to ensure that the financial statements comply with
ih" Co.panies Act 2006. They are responsible for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error'
and'have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of
the Company and Group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Page21
SABIEN TECHNOLOGY GROUP PLC
sEcTloN 172(11 STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
This statement should be read in conjunction with and as part of the Strategic Report.
Section 172(1) of the Companies Act 2006 requires the Directors of the Company to act in a way that they
consider, in good faith, would be most likely to promote the success of the company for the benefit of its members
as a whole, and in doing so have regard (amongst other matters) to:
a)
The likely consequences of any decision in the long-term;
b)
The interests of the Company's employees;
c)
The need to foster the Company's business relationships with suppliers, customers and others;
d)
The impact of the Company's operations on the community and the environment;
ei
The desirability of the Company maintaining a reputation for high standards of business conduct; and
Ð
The need to act fairly as between members of the Company.
The table below sets out the key stakeholder groups, their interest and how the Company has engaged with over
the reporting period.
Stakeholder Group Their interests
How management and / or Directors engage
lnvestors
Employees
Gustomers
Suppliers
Community and the
environment
Comprehensive review of financial
performance of the business
Business sustainability
High standard of governance
Awareness of long-term strategy and
direction
Job satisfaction and fulfilment
Health and safety on-site
Training and development
Career progression
lnclusion
Fulfil order delivery and installation to
requirements
Health and safety
Long term returns
Post installation report
Prompt payment
Maintain dialogue and visibility on orders
Long term relationship
Growth of purchasing
Sustainability
Energy usage
Recycling and waste management
Annual and interim reports
Company website
Shareholder circulations
Company announcements
AGM
Stock exchange announcements
Performance reviews, objective setting and
formal policies and procedures
Regular dialogue with key management
Company culture which promotes inclusion
and sharing of ideas
Employee share option policy
Additional health and safety support from
outsourced specialists
Customer survey
Clear and consistent communication
Post installation support
Analysis of savings
Fully qualified installers
Deposit payments on large orders
Advanced notice on orders
Maintained relationship since inception of the
Company
Open dialogue to highlight any possible supply
chain issues
Products promote energy reduction
Corporate and social responsibility policy
Environmental policy
Comply with the Waste Electric and Electronic
Equipment (WEEE) Regulation
Page22
SABIEN TECHNOLOGY GROUP PLC
REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2024
This report should be read in conjunction with note 27 tolhe accounts. The Remuneration Committee is
responsible for reviewing the level and make-up of the remuneration of executive directors. ln doing so,
the Committee's aims are:
To determine the policy for the remuneration of the executive directors;
To review the on-going appropriateness of the remuneration policy;
To approve the design of and review share incentive plans and bonus schemes and to determine
the awards to be made under such plans or schemes; and
To ensure that the remuneration policies adopted by the Company give due regard to any legal
requirements, the provisions and recommendations in the QCA Code and the AIM rules and
associated guidance.
The components of remuneration are:
.
Basic salary and benefits determined by the Remuneration Committee which are included in
employment agreements and reviewed annually;
.
Bonuses based upon performance of the Company and the individual concerned; and
.
Share options.
Service contracts
The employment contracts of the executive directors with the Company are terminable by either party with
no less than three months' notice in writing to the other. The remuneration of the non-executive directors
is determined by the Board within the limits set out in the Articles of Association.
The service contracts of the directors, one third of whom who are eligible for re-election at the Annual
General Meeting, are as follows:
C Goodfellow
R McGregor-Smith
R Parris
E Sutcliffe
Notice period
1 month
3 months
3 months
3 months
Page23
SABIEN TEGHNOLOGY GROUP PLC
REMUNERATTON REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Directors' remuneration during the period (audited)
2024
Payee
Salaries
and fees
t000
Defined
contribution
Pension
€000
Total
2024
Ê000
Total
2023
1000
Executive directors
R Parris
E Sutcliffe
Non-executive directors
C Goodfellow
Parris LLP
E Sutcliffe
75
55
30
45
75
55
30
45
1
75
54
30
45
R McGregor-Smith
Woodlands Lery Ltd
Bridgend Finance
Limited
Total
204
1
205
205
None of the directors received any taxable benefits in the current or prior years.
Sabien Technology Group Share Option Plan (audited)
Under the Plan, the Group can make awards of share options to selected directors and eligible employees'
No Directors who served during the year held any share options.
The mid-market price of the Company's shares at the end of the financial year was 12.00p.
Richard Parris
Executive Chairman
15 November 2024
Page24
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
Opinion
We have audited the financial statements of Sabien Technology Group Plc (the 'parent company') and its
subsidiaries (the 'Group') for the year ended 30 June 2024 which comprise the Consolidated Statement of
Comprehensive lncome, the Consolidated and Company Statements of Financial Position, the Consolidated and
Company Cash Flow Statements, the Consolidated and Company Statements of Changes in Equity and notes
to the financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK adopted lnternational Accounting Standards, and as
regards the parent company financial statements, as applied in accordance with the provisions of the Companies
Act 2006.
ln our opinion:
.
the financial statements give a true and fair view of the state of the Group's and of the parent company's
affairs as at 30 June 2024 and of the Group's loss for the year then ended;
.
the Group financial statements have been properly prepared in accordance with UK adopted
I nternational Accounting Standards;
.
the parent company financial statements have been properly prepared in accordance with UK adopted
lnternational 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.
Basis for opinion
We conducted our audit in accordance with lnternational Standards on AuditinS (UK) (lSAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit
of the financial statements section of our report. We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
An overview of the scope of our audit
Our audit approach was a risk-based approach founded on a thorough understanding of the Group's business,
its environment and risk profile. We conducted substantive audit procedures and evaluated the Group's internal
control environment. The components of the Group were evaluated by the group audit team based on a measure
of materiality, considering each component as a percentage of the Group's total assets, current assets, revenue
and gross profit, which allowed the group audit team to assess the significance of each component and determine
the planned audit response.
For those components that were evaluated as significant components, either a full scope audit or specified audit
approach was determined based on their relative materiality to the Group and our assessment of the level of
audit risk. For significant components requiring a full scope approach, we evaluated the controls in place at those
components by performing walkthroughs over the financial reporting systems identified as part of our risk
assessment. We also reviewed the accounts production process and addressed critical accounting matters. We
then undertook substantive testing on significant classes of transactions and material account balances.
ln order to address the audit risks identified during our planning procedures, we performed a full scope audit of
the financial statements of the parent company and of the financial information of Sabien Technology Limited.
We performed specified audit procedures over Sabien lnc.
Page 25
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
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) 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.
The key audit matters were:
Carrying value of intangible assets (Company and Group);
Carrying value of other investments, other investments in associates, and investment in subsidiaries
(Company and Group); and
Going concern (Company and Group).
Kev Audit Matters
How our scope addressed this matter
Carrying value of intangible assets (Company and
Group)
The intangible assets in the Consolidated Statement
of Financial Position represent intellectual property
being the rights to the M2G product acquired from the
inventors and licences. The continued pre taxation
losses are a potential indicator of an impairment of the
carrying value of the intangible assets.
ln order to satisfy ourselves that the carrying
value of the intangible assets was appropriate
We critically assessed the assumptions
underpinning the Directors' impairment test of
the intellectual property to ensure it was in
accordance with the requirements of IAS 36.
We critically assessed the Directors' assertion
that no impairment was required by reference to
trading performance and forecasts.
We performed sensitivity analysis of the
Directors' IAS 36 valuation.
We considered the appropriateness of the
amortisation policy for intellectual property
Key observations
Based on our audit work, we concluded that intangible
assets are not materially misstated at the reporting
date and that management's assessment that no
impairment was required was appropriate.
Page 26
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
Kev Audit Matters
How our scope addressed this matter
Carrying value of other investments,
investments in associates (Group)
investment in subsidiaries (Company)
The cost of investment, before provision for
impairment in Aeristech Limited, Proton Technologies
Canada lnc., b.grn Group Ltd, and Sabien Technology
Limited in the Company and Consolidated Statements
of Financial Position are €100,000, €1 00,000,
e283,000 and Ê6,467,000 respectively at the year end
with the latter having been fully impaired in 2021 . The
investment in Proton Technologies Canada lnc. was
impaired by e99,000 in2023.
other
and
ln order to satisfy ourselves that the carrying
value of the investments in Aeristech Limited,
Proton Technologies Canada lnc., b.grn Group Ltd
and Sabien Technology Limited were appropriate:
We critically assessed the assumptions
underpinning the Directors' impairment test of
the investments in Aeristech Limited, Proton
Technologies Canada lnc., b.grn Group Ltd and
Sabien Technology Limited to ensure it was in
accordance with the requirements of IAS 36.
We critically assessed the Directors' assertion
that the cost of investment in Sabien Technology
Limited remains fully impaired and that no impairment
in Aeristech Limited and b.grn Group Ltd are required
by reference to trading performance and forecasts.
We critically assessed the Directors' assertion
that the cost of investment in Proton Technologies
Canada lnc. had been substantially impaired by
challenging management as to the reasons why this
investment had been impaired. We obtained and
assessed management's calculations and supporting
documentation for this impairment.
Key observations
Based on the audit work performed we are satisfied
that management's assessment and conclusions are
correct, and that no impairment loss should be
recognised in the parent company or group financial
statements.
We consider the disclosures in the consolidated
financial statements to be adequate.
Going concern (Gompany and Group)
The pre taxation losses and the limited visibility on
future cash flow receipts indicate that the Company
and Group may have a going concern issue in the
absence of additional committed funding sources.
Our audit work and conclusion in respect of going
concern has been detailed in the Material uncertainty
related to going concern section of our audit report.
Page27
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define
materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the
economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Due to the nature of the Group, we considered gross assets to be the main focus for the users of the financial
statements, accordingly this consideration influenced our judgement of materiality. Based on our professional
judgement, we determined materiality for the Group to be Ê33,200 and for the parent company to be Ê13,000
based on 2% of gross assets generated by the Group and parent company respectively during the period.
On the basis of our risk assessment, together with our assessment of the overall control environment, our
judgement was that performance materiality (i.e., our tolerance for misstatement in an individual account or
balance) for the Group and parent company was 50% of materiality, namely [16,600 and eô,500 respectively.
We agreed to report to the Audit Committee all audit differences in excess of €1,660 for the Group and f650 for
the parent company, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also reported to the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
Material uncertainty related to going concern
We draw attention to note S(iii) to the consolidated financial statements, which states that the Group made a loss
of Ê545,000 for the year ended 30 June 2024 (2023: e 702,000). The directors have prepared cash flow forecasts
to 30 June 2026 that show that the Group has the ability to pay its liabilities as they fall due for at least twelve
months from the date of signing these financial statements. However the ability of the Group to grow its revenue
and return to profitability depends upon its ability to convert its sales pipeline into contracted revenue and there
can be no certainty in this respect. As stated in note 5(iii) these events or conditions, along with the other matters
as set out in note S(iii) indicate that a material uncertainty exists that may cast significant doubt on the Group's
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
ln auditing the financial statements, we have concluded that the director's 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 appropriateness of the going concern basis of preparation of the financial statements included:
.
discussing their going concern assessment, including their view and perspective associated with Group's
ability to continue as a going concern;
.
reviewing and critically assessing the reliability of the forecast to ensure its accuracy and performed
arithmetical checks on the forecasts;
.
critically assessing the client's cash flow forecast to 30 June 2026 and assessing the underlying
assumptions to determine whether they were reasonable;
.
critically assessing the directors' assertion that the company and group can continue as a going concern
by reference to post year end trading and cash flows and the ability to raise further funds if required; and
.
reviewing the trading performance post year end and comparing it to the forecasts to assess their
accuracy; and
.
reviewing the relevant disclosures within the annual report in line with management's assessment and
considering other related aspects.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Page 28
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
Emphasis of Matter
We draw attention to note 5(v)to the consolidated financial statements which describes the uncertainty regarding
the timing of the cashflows in respect of the other investments in associates totalling Ê283,000. The directors
have prepared a detailed business plan for the development of the Regenerated Green Oil project but due to the
uncertainty of factors such as funding requirements, site identification and development and the restructuring of
b.grn Group Limited the overall success of the project at this early stage, and the timing of the related cash flows,
cannot be measured with certainty. Our opinion is not modified in respect of this matter.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor's report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or
othen¡rise appears to be materially misstated. lf we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements
themselves. lf, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Gompanies Act 2006
ln our opinion the part of the directors' remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
ln our opinion, based on the work undertaken in the course of the audit:
the information given in the Group Strategic Report and the Directors' Report for the financial year for
which the financial statements are prepared is consistent with the parent company financial statements;
and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception.
ln the light of the knowledge and understanding of the Group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report
or the Directors' Report.
We have nothing to report in respect of the following matters where 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 and the part of the directors' remuneration report to be audited
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.
Page29
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement set out on page 21, the Directors are
responsible for the prepãration 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.
ln preparing the financial statements, the Directors are responsible for assessing the Group's and the parent
cornpány'sãbility to continue as a going concern, disclosing, as applicable, matters related to going concern and
using thó going óoncern basis of actouñting 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
abcordance with lSAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and àre ôons¡dered material if, individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC's website at:
tesjjonsibilities-for.
This description forms part of our auditor's report'
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud.
lrregularities, 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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing appropriate responses to those
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.
However, the primary responsibiiity for the prevention and detection of fraud rests with both management and
those charged with governance of the company.
Page 30
SABIEN TECHNOLOGY GROUP PLC
INDEPENDENT AUDITORS'REPORT TO THE MEMBERS OF SABIEN TECHNOLOGY GROUP PLC
(coNTINUED)
Our approach was as follows
We obtained an understanding of the legal and regulatory requirements applicable to the company and
considered that the most significant are the Companies Act 2006, UK adopted lnternational Accounting
Standards, the rules of the Alternative lnvestment Market, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions
with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those
charged with governance.
We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identiSr instances of
non-compliance with laws and regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroboratíve evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of
the company's members those matters which we are required to include in an auditor's report addressed to them.
To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the
company and company's members as a body, for our work, for this report, or for the opinions we have formed.
[(* hlo )"4k l¿f
Matthew Banton (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
Statutory Auditor
Chartered Accountants
6th Floor
9 Appold Street
London
EC2A2AP
lf Nh.ffill lnz+
Page 31
SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating loss
Other income
Finance cost
Finance income
lmpairment loss
Notes
6
7
I
11
11
17
2024
Ê000
2023
î,000
1,098
(3e4)
(s.40)
(3.40)
711
(r2e)
582
(1,139)
(557)
2
(1 1)
3
(2.46)
(2.46)
704
(1,331)
(627)
I
(7)
3
(ee)
Loss before tax
Tax credit
Loss for the year attributable to equity holders of the parent
company
Other comprehensive income
Total comprehensive income for the year
Loss per share in pence - basic
13
Loss per share in pence - diluted
13
The earnings per share calculation relates to both continuing and total operations
The notes on pages 38 to 68 form part of these financial statements.
(563)
(72e)
t8
27
(545)
(702)
(s45)
(702)
Page 32
SAB¡EN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Company Reg No: 05568060
ASSETS
Non-current assets
Property, plant and equipment
lntangible assets
lnvestments
Total non-current assets
Current assets
lnventories
Trade and other receivables
Cash and cash equivalents
Total current assets
TOTAL ASSETS
EQUITYAND LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Total current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
14
15
17
16
19
20
Notes
Group
2024
t000
129
384
513
70
175
100
345
858
513
139
652
Group
2023
î,000
Company
2024
Ê000
91
384
475
Company
2023
Ê000
94
382
476
1
112
382
495
26
36
62
537
79
202
436
717
53
125
178
21
22
22
654
63
3
66
1 ,212
500
39
539
72
72
36
36
223
r03
326
Page 33
SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024
Equity
Equity attributable to equity holders of
the parent
Share capital
Share premium
Other reserves
Retained earnings
Totalequity
23
3,608
4,091
(4)
(7,525ì'
170
3,563
4,021
(3)
(6,980)
601
3,608
4,091
(7,4881
211
3,563
4,021
(6,ee6)
588
TOTAL EQUITY AND LIABILITIES
858
1,212
537
654
As permitted by section 408 of the Companies Act 2006, the lncome Statement of the Parent Company is not
presented as part of these financial statements. The loss dealt with in the accounts of the Parent Company is
î492k (2023: Ê723k loss). There is no other comprehensive income in the Parent Company.
The financial statements were approved and authorised for issue by the Board on 15 November 2024 and were
signed on its behalf by:
Richard Parris
Executive Chairman
The notes on pages 38 to 68 form part of these financial statements.
Page 34
SABIEN TECHNOLOGY GROUP PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Group
2024
f000
Group
2023
t000
Gompany
2024
€000
Company
2023
t000
Cash flows from operating activities
Loss after taxation
Adjustments for:
Depreciation and amortisation
lmpairment loss on investments
Loss on foreign currency reserye
Corporation tax
Finance cost
Less movement in interest accrual
Decrease in trade and other receivables
Decrease/ (increase) in inventories
(Decrease) / increase in trade and other payables
Net cash outflow from operating activities
Gash flows from investing activities
lnvestments acquired
Purchase of intangible assets
Loan advance to associated undertaking
Research and development corporation tax refund
Net cash used in investing activities
Gash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
lnterest paid
Proceeds from share issues
Share issue costs
Net cash generated by financing activities
Net decrease in cash and cash equivalents
Gash and cash equivalents at the beginning of the year
Gash and cash equivalents at the end of the year
Cash and cash equivalents comprise
Cash and cash equivalents
(545) (702)
(4e21
(723)
1
(r8)
11
90
I
(38)
(427)
(8r)
100
(36)
(7)
120
(5)
172
(336)
436
r00
64
99
6
(27)
7
(1)
29
(3s)
12
(8e)
(24)
(37)
27
(123)
(137)
573
436
2
(1)
24
63
3
3
99
5
68
(7e)
(21
(552)
(30r)
(634)
115
(38)
(8e)
(21
p7)
(21
026)
100
(1)
120
(5)
214
(181)
306
125
125
125
(1)
600
(20)
579
(8e)
125
36
36
36
(36)
(6)
600
(20)
538
436
436
The notes on pages 38 to 68 form part of these financial statements
100
100
Page 35
SABIEN TEC}INOLOGY GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Balance at 1 July 2022
Changes in equity for year
Loss for the year
Share issues
Share issue costs
Share issue on conversion of loan
Foreign exchange variance
Warrants lapsed
Balance at 1 July 2023
Changes in equity for year
Loss for the year
Share issues
Share issue costs
Foreign exchange variance
At 30 June 2024
Share
capital
€000
3,354
180
Share
premium
f000
3,543
10
4,021
75
(5)
Other
reserves
Ê000
1
o
(10)
(3)
Retained
earnings
Ê000
(6,278)
(702)
(6,e80)
(545)
(7,525)
Total
equity
€000
620
601
420
(20)
68
29
(702)
600
(20)
97
6
3,563
3,608
4,091
The notes on pages 38 to 68 form part of these financial statements.
45
(1)
(4)
(545)
120
(5)
(1)
170
Page 36
SABIEN TECHNOLOGY GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Balance at 1 July 2022
Changes in equity for year
Loss for the year
Share issues
Share issue costs
Share issue on conversion of loan
Warrants lapsed
Balance al1 July 2023
Changes in equity for year
Loss for the year
Share issues
Share issue costs
At 30 June 2024
Share
capital
€000
3,354
180
3,563
3,608
Share
premium
€000
3,543
Other
reserves
t000
10
(10)
Retained
earnings
Ê000
(6,273)
(4s2)
(7,488)
Total
equity
Ê000
634
600
(20)
97
29
420
(20)
68
10
4,021
75
(5)
4,091
(4e2)
120
(5)
211
(723)
(723)
(6,ee6)
588
45
The notes on pages 38 to 68 form part of these financial statements.
Page 37
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.
1.
Reporting entity
The Company is a public limited company incorporated in England and Wales under the Companies Act
2006 whose shares are publicly traded on the AIM market of the London Stock Exchange plc. The address
of the registered office is given on page 1.
The nature of the Group's operations and principal activities are set out in the Directors' Report.
Accounting policies
2.1 lntroduction
The following significant principal accounting policies have been used consistently in the preparation of
the consolidated financial information. The consolidated information comprises the Company and its
subsidiaries (together referred to as "the Group").
2.2 Basis of preparation
The financial statements have been prepared in accordance with UK adopted lnternational Accounting
Standards in conformity with the requirements of the Companies Act 2006. They were approved for issue
by the Company's board of directors on 15 November 2024.
The Directors expect to apply these accounting policies, which are consistent with UK adopted
lnternational Accounting Standards, in the Group's Annual Report and Financial Statements for all future
reporting periods.
The consolidated financial statements have been prepared on the historical cost basis and are presented
in f'000 unless otherwise stated.
The principal accounting policies adopted are set out in this note and, unless otherwise stated, have been
applied consistently to all periods presented in the financial statements.
The going concern accounting policy has been included within note 5(iii).
2.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 30 June each year from the date of acquisition,
being the date on which the Group obtains control, and continue to be consolidated until the date that such
control ceases. Control is achieved where the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefit from its activities.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
Company, using consistent accounting policies. All intra-group balances, income and expenses and
unrealised gains and losses resulting from intra-group transactions are eliminated in full.
Except as noted below, the financial information of subsidiaries is included in the consolidated financial
statements using the acquisition method of accounting. On the date of acquisition, the assets and liabilities
of the relevant subsidiaries are measured at their fair values.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Accounting for the Company's acquisition of the controlling interest in Sabien Technology Limited:
The Compaiy's controlling interest in its directly held subsidiary, Sabien Technology Limited, was acquired
through a transaction under common control, as defined in IFRS 3 Business Combinations.
Page 38
SABIEN TECHNOLOGY GROUP PLC
2.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Accounting policies (continued)
The Directors note that transactions under common control are outside the scope of IFRS 3 and that there
is no guidance elsewhere in IFRS covering such transactions.
IFRS contain specific guidance to be followed where a transaction falls outside the scope of IFRS. This
guidance is included at paragraphs l0 to 12 of IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors. This requires, inter alia, that where IFRS does not include guidance for a particular
issue, the Directors may also consider the most recent pronouncements of other standard setting bodies
that use a similar conceptual framework to develop accounting standards. ln this regard, it is noted that
the UK standard FRS 6 Acquisitions and Mergers which was in place at the time of the transaction
addresses the question of business combinations under common control.
ln contrast to IFRS 3, FRS 6 sets out accounting guidance for transactions under common control which,
as with IFRS 3, are outside the scope of that accounting standard. The guidance contained in FRS 6
indicates that merger accounting may be used when accounting for transactions under common control.
Having considered the requirements of IAS 8, and the guidance included in FRS 6, it is considered
appropriate to use a form of accounting which is similar to pooling of interest when dealing with the
transaction in which the Company acquired its controlling interest in Sabien Technology Limited.
ln consequence, the consolidated financial statements for Sabien Technology Group Plc report the result
of operations for the year as though the acquisition of its controlling interest through a transaction under
common control had occurred at 1 October 2005. The effect of intercompany transactions has been
eliminated in determining the results of operations for the year prior to acquisition of the controlling interest,
meaning that those results are on substantially the same basis as the results of operations for the year
after the acquisition of the controlling interest.
Similarly, the Consolidated Statement of Financial Position and other financial information have been
presented as though the assets and liabilities of the combining entities had been transferred at 1 October
2005.
Whilst FRS 6 is no longer effective similar requirements are set out in Section 1 9 of the current U K Financial
Reporting Standard, FRS 102, in respect of such transactions.
The Group did take advantage of section 131 of the Companies Act 1985 and debited the difference arising
on the merger with Sabien Technology Limited to a merger reserve. When consolidated retained earnings
are available, any debit reserves are offset against these retained earnings. As there were consolidated
retained earnings available in the year ended 30 June 2012, the merger reserve was offset against those
retained earnings.
2.4 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Assets are written off on
a straight-line basis over their estimated useful life commencing when the asset is brought into use. The
useful lives of the assets held by the Group are considered to be as follows:
Office equipment, fixtures and fittings 3-4 years
2.5 Intangible assets
lntellectual property, which is controlled through custody of legal rights and could be sold separately from
the rest of the business, is capitalised where fair values can be reliably measured.
Page 39
SABIEN TECHNOLOGY GROUP PLC
2.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Accounting policies (continued)
lntellectual property is amortised on a straight line basis evenly over its expected useful life of 20 years
lmpairment tests on the carrying value of intangible assets are undertaken:
.
At the end of the first full financial year following acquisition; and
.
ln other periods if events or changes in circumstances indicate that the carrying value may not be
fully recoverable.
lf any such indication exists, the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Recoverable amount is the higher of the fair value, less costs to sell,
and value in use. ln assessing the value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been
adjusted.
lf the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount
of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the
revised estimate of its recoverable amount, but only in so far that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised
for the asset in prior years. A reversal of an impairment loss is recognised in income immediately.
2.6 Fixed asset investments
Fixed asset investments are stated at cost less any provision for impairment in value other than derivatives
which are held at fair value through profit and loss.
Page 40
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.
Accountingpolicies(continued)
2.7 lnvestments in associates
Associates are entities over which the group has significant influence but not control or joint control. This
is generally the case where the Group holds between 20o/o and 50% of the voting rights.
lnvestments in associates are accounted for using the equity method of accounting after initially being
recognised at cost.
Under the equity method of accounting, associates are initially recognised at cost and adjusted thereafter
to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss, and
the Group's share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates are recognised as a reduction in the carrying
amount of the investment.
When the Group's share of losses in an equity-accounted associate equals or exceeds its interest in the
entity, including any other unsecured long-term receivables, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated
to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity
accounted investees have been changed where necessary to ensure consistency with the policies adopted
by the Group.
The carrying amount of equity-accounted associates is tested for impairment in accordance with the policy
described in note 17.
2.8 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance
that the grant will be received and the Group will comply with all attached conditions.
2.9 Deferredconsideration
Deferred consideration is discounted from the anticipated settlement date at the Group's weighted average
cost of capital.
Page 41
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.
Accountingpolicies(continued)
2.10 Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in a contract
with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue
when it transfers control of a product or service to a customer.
Revenue from sale of goods is recognised when signed agreements are exchanged between the two
parties for the manufaõture and/or delivery of goods. Where the Group is responsible for the project
management of the installations, revenue is normally recognised upon installation at the customer site,
however there are occasions when the sale of the product and the installation are invoiced and recognised
separately when each element is complete. Where goods are delivered to overseas distributors, revenue
is recognised at the time of shipment from the Company's warehouse.
Revenue from services generally arises from (1) pilot projects for customers and is recognised once the
pilot has been completeð and the results notified to the customer. Pilot projects generally have a duration
of between 1 and 3 months; and (2) Cloud Service revenue which is recognised evenly over the period of
the contract.
Revenue from operating lease services rendered to customers is recognised on a straight-line basis'
Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within
the Group.
lnterest income is accrued on a time basis by reference to the principal outstanding and at the effective
interest rate applicable.
2.11 Leases (Group as lessee)
At inception of a contract, the Group assesses whether a contract is, or contains a lease. A lease is defined
as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a
period of time in exchange for consideration'.
At lease commencement date, the Group recognised a right of use asset and a lease liability on the
balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of
the lease liability, anyinitial direct costs incurred by the Group, an estimate of any costs to dismantle and
remove the asset at the end of the lease and any lease made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right of use asset on a straight-line basis from the lease commencement date
to the eariier of the end of the useful like of the right of use asset or the end of the lease term' The Group
also assesses the right of use asset for impairment when such indicators exist. At the commencement
date, the Group meaéures the lease liability at the present value of the lease payments unpaid at the date,
discounted using the interest rate implicit in the lease if that rate is readily available or the Group's
incremental borrowing rate. Lease payments included in the measurement of the lease liability are made
up of fìxed payments, variable payments based on an index or rate, amounts expected to be payable under
a residual valúe guarantee, and payments arising from purchase and extension options reasonably certain
to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for
interest. lt is remeasured to reflect any reassessment or modification, or if there are changes to fixed
payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right of
use asset, or profit and loss if the right of use asset is already reduced to zero.
Page 42
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.
Accountingpolicies(continued)
2.11 Leases (Group as lessee) (continued)
The Group has elected to account for short-term leases and leases of low value assets using the practical
expedients. lnstead of recognising a right of use asset and lease liability, the payment in relation these are
recognised as an expense in profit or loss on a straight-line basis over the lease term. applicable to
operating leases where substantially all of the benefits and risks of ownership remain with the lessor are
charged to profit and loss on the straight-line basis over the lease term.
2.12 Operating leases (Group as lessor)
Assets leased to customers under are included in property, plant and equipment and are depreciated over
their lease term down to their anticipated realisable value on a straight-line basis. Anticipated realisable
values are regularly reassessed and the impact upon the depreciation charge is adjusted prospectively.
2.13 Foreign currency
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the
statement of financial position date. Transactions in foreign currencies are translated into sterling at the
rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving
at the operating result.
Profit and losses of overseas subsidiary undertakings are translated into sterling at average rates for the
year. The statements of financial position of overseas subsidiary undertakings are translated at the rate
ruling at the statement of financial position date. Differences arising from the translation of Group
investments in overseas subsidiary undertakings are recognised as a separate component of equity.
Net exchange differences classified as equity are separately tracked and the cumulative amount disclosed
as a translation reserve.
The principal place of business of the Group is the United Kingdom with sterling being the functional
currency.
2.14 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.
lnvestment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Page 43
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.
Accountingpolicies(continued)
2.15 Adoption of new and revised standards
The following IFRSs or IFRIC interpretations are effective for the first time for the financial year beginning
1 July 2023 but have not had a material impact on the Group:
IFRS 17, 'lnsurance Contracts' as amended in December 2021;
Narrow Scope amendments to IAS 1, Practice statement 2 and IAS 8;
Amendment to IAS 12 - deferred tax related to assets and liabilities arising from a single transaction; and
Amendment to IAS l2 - lnternational tax reform.
2.16 New and revised standards not yet effective
The following IFRSs or IFRIC interpretations have been issued but have not been applied by the Group in
preparing thése financial statements as they are not as yet effective for the financial year beginning I July
2023 and in certain cases have not yet been adopted by the UK Endorsement Board but would not be
expected to have a material impact on the Group. These standards are not expected to have a material
impact on the Group in the current or future periods and on foreseeable future transactions.
Amendments to lASl - Non-current liabilities with covenants;
Amendment to IFRS l6 - Leases on sale and leaseback;
Amendment to IAS 7 and IFRS 7 - Supplier finance;
Amendments to IAS 21 - Lack of Exchangeability;
Amendment to IFRS 9 and IFRS 7 -Classification and Measurement of Financial lnstruments;
IFRS 18 Presentation and Disclosure in Financial Statements;
IFRS 19 Subsidiaries without Public Accountability: Disclosures;
IFRS S1, 'General requirements for disclosure of sustainability-related financial information'; and
IFRS 52,'Climate-related disclosures'.
2.17 Taxation
The charge for current tax is based on the results for the year as adjusted for items that are non-assessable
or disallowed. lt is calculated using rates that have been enacted or substantively enacted by the year end
date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences
arising from differences between the carrying amount of assets and liabilities in the financial statements
and tire corresponding tax basis used in the computation of taxable profit. ln principle, deferred tax liabilities
are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which deductible temporary differences can
be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill
or from the initial recognition (other than in a business combination) of other assets and liabilities in a
transaction which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in
subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax is calculated at the rates that are expected to apply when the asset or liability is settled'
Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to
items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Page 44
SAB¡EN TECHNOLOGY GROUP PLC
2.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Accounting policies (continued)
2.18 Share based payments
The Group has applied the requirements of IFRS2 Share-based Payments. The Group issues options to
certain employees. These options are measured at fair value (excluding the effect of non-market based
vesting conditions) at the date of grant. The fair value determined at the grant date is expensed on a
straigh-t-line basis ôver the vesting þeriod based on the Group's estimate of the shares that will eventually
vest and adjusted for the effect of non-market based vesting conditions.
Fair value is measured by use of the Black-Scholes model. The expected life used in the model has been
adjusted, based on manágement's best estimate for the effects of non-transferability, exercise restrictions
and behavioural conditions.
2.19 lnventories
lnventories are valued at the lower of average cost and net realisable value.
2.20 Financial instruments
Financial Assefs:
The Group classifies its financial assets as financial assets at amortised cost, financial assets at fair value
through piofit and loss and cash. The classification depends on the purpose for which the financial assets
wereãcquired. Management determines the classification of its financial assets at initial recognition.
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are included in current assets, except for maturities greater
than 12 months after the balance sheet date. These are classified as non-current assets.
Financial assets at fair value through profit and loss are derivative financial assets with fixed or
determinable payments that are not quoted on an active market but are contingent on completion of certain
financial milestoñes before the contract becomes payable. They are classified as non-current assets.
Trade receivables are classified as financial assets at amortised cost and are recognised at fair value less
provision for impairment. Trade receivables, with standard payment terms of between 30 to 65 days, are
recognised and carried at the lower of their original invoiced and recoverable amount. Where the time
value of money is material, receivables are carried at amortised cost.
A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on
expected credit losses, añO is re-measured annually with changes appearing in profit or loss. Where there
nas been a significant increase in credit risk of the financial instrument since initial recognition, the loss
allowance is measured based on lifetime expected losses. ln all other cases, the loss allowance is
measured based on 12-month expected losses. For assets with a maturily of 12 months or less, including
trade receivables, the 12-month expected loss allowance is equal to the lifetime expected loss allowance'
Short term financial assets are measured at transaction price, less any impairment. Loans receivable are
measured at transaction price net of transaction costs and measured subsequently at amortised cost using
the effective interest method, less any impairment.
The Group's financial assets are disclosed in notes 19,20, and 25. lmpairment testing of trade receivables
is described in note 19.
F í n a ncial Li abil ities:
The Group classifies its financial liabilities as trade payables and other short term monetary liabilities.
Page 45
SABIEN TECHNOLOGY GROUP PLC
2
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Accounting policies (continued)
Trade payables and other short term monetary liabilities are recorded initially at their fair value and
subsequently at amortised cost. They are classified as non-current when the payment falls due greater
than 12 months after the year end date and are described in note 21.
2.21 Gash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly
liquid investments with original maturities of three months or less, and bank overdrafts.
2.22 Share premium account
The share premium reserve comprises the value received from equity fund raising in excess of share
nominal value. At year end the share premium balance was Ê4.09m (2023: Ê.4.02m).
2.23 Share based payment reserve
The share-based payment reserve comprises the fair value of outstanding fair value of share-based
payments calculated as described in note 26. At year end the share-based payment reserve balance was
€nil(2023 Ênil).
2.24 Foreign exchange reserve
The foreign exchange reserve comprises the net accumulated variance on the translation of foreign
currency iubsidiaries upon consolidation. At year end the foreign exchange reserve balance was Ê(4k)
(2023: c(3k)).
3.
Functional and presentation currency
These consolidated financial statements are presented in pound sterling, which is the functional currency
of the Group and Company. All amounts have been rounded to the nearest thousand, unless othen¡vise
indicated.
4.
Financial risk management
Financial Risk Factors
The Group's activities expose it to a variety of flnancial risks arising from its use of financial instruments:
credit risk, liquidity risk and market risk. This note describes the Group's objectives, policies and processes
for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial
statements. So far, there have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those risks or the methods used to
measure them from previous periods unless otheruvise stated in this note.
The principal financial instruments used by the Group, from which the financial instrument risk arises, are
as follows:
.
trade and other receivables;
.
cash and cash equivalents;
.
trade and other payables; and
.
borrowings.
Page 46
SABIEN TECHNOLOGY GROUP PLC
4.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Financial risk management (continued)
The Board has overall responsibility for the determination of the Group's risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing
and operating processes that ensure the effective implementation of the objectives and policies to the
Group's finance function. The Board reviews regular finance reports from the Finance Director through
which it evaluates any risk exposures with a view to minimising any potential adverse effects on the
Group's financial performance. So far, the Group has not used derivative financial instruments to hedge
risk exposures as its activities and operations exposure to such risks are not deemed significant.
Transactions that are speculative in nature are expressly forbidden.
Details regarding the policies that address financial risk are set out below:
(i)
Credit Risk
Credit risk arises principally from the Group's trade receivables and cash and cash equivalents. lt is the
risk that the counterparty fails to discharge its obligation in respect of the instruments.
Trade Receivables
The nature of the Group's operations means that all of its current key customers are established
businesses and organisations in both the public and private sector. The credit risks are minimised due to
the nature of these customers and the concentration of sales to date within established economies. The
Group will continually review its credit risk policy, taking particular account of future exposure to developing
markets and associated changes in the credit risk profile.
The carrying amount in the Consolidated Statement of Financial Position, net of any applicable provisions
for loss, represents the amount exposed to credit risk and hence there is no difference between the
carrying amount and the maximum credit risk exposure.
(ii) Liquidity Risk
Liquidity risk arises from the Group's management of working capital. lt is the risk that the Group will
encounter difficulty in meeting its financial oblígations as they fall due.
The Group's policy is to ensure that it will always have sufflcient cash to allow it to meet its liabilities when
they become due and have the availability of such funds for its operations. Management monitors rolling
forecasts of the Group's liquidity reserve which comprises cash and cash equivalents on the basis of
expected cash flow. At the year-end date, these projections indicate that the Group expects to have
sufficient liquid resources to meet its obligations under all reasonable expected circumstances for the
forthcoming year. The Group continues to monitor its liquidity position through budgetary procedures and
cash flow analysis.
The table below analyses the Group's financial liabilities into relevant maturity groupings based on the
remaining period from the year end date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows. Balances due in less than 1 year equal their carrying
balances as the impact of discounting is not significant.
Page 47
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
4.
Financial risk management (continued)
At 30 June 2024
Trade and other payables
Borrowings
Less than 1
year
e000
Between 1
and 2 years
t000
Between 2
and 5 years
Ê000
Over 5 years
t000
513
139
36
At 30 June 2023
Trade and other payables
Borrowings
(iii) Market Risk
Market risk arises from the Group's use of interest bearing, tradable and foreign currency financial
instruments. There is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other
market factors (other price risk).
.
lnterest Rate Risk
The Group invests its surplus cash in a spread of fixed rate short term bank deposits to minimise risk and
maximise flexibility. ln doing so it limits its exposure to fluctuations in interest rates that are inherent in
such a market. Overall risk is not regarded as significant and the effect of a one percentage point increase
in the average interest rate during the year would have resulted in an increase in loss after tax for the year
ofÊ1k (2023: e1k).
.
Currency Risk
The Group operates internationally through its distributorship arrangements in Europe and the US and is
exposed io currency risk arising from the Euro and the US dollar. Currency risk arises from future
commercial transactions and recognised assets and liabilities. Given the current scale of the Group's
overseas operations, overall currency risk is considered to be low'
An increase of one percentage point in the average 2024 Euro and US dollar exchange rates would have
increased the Group's loss after tax by less than Êl k (2023: î.1k)'
.
Other Price Risk
The Group holds some strategic equity investments in other companies where those complement the
Group's operations. The directors believe that the exposure to market price risk from this activity is
acceptable in the Group's circumstances. The effect of a 10o/o increase in the value of the equity
investments held at the reporting date would, all other variables held constant, have resulted in an increase
in the fair value througn oiner cõmprehensive income reserve and net assets of Ê10k (2023: t10k) ' A 10o/o
decrease in their vãlue would, on the same basis, have decreased the fair value through other
comprehensive income reserve and net assets by the same amount.
36
36
500
39
Page 48
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
4.
Financial risk management (continued)
Capital risk management
The Group's objective when managing capital is to safeguard the Group's ability to continue as a going
concern in order to provide future returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. The Group seeks to maintain, at this
stage of its development, sufficient funding drawn primarily from equity to enable the Group to meet its
working and strategic needs. The Group may issue new shares or realise value from its existing
investments and other assets as may be deemed necessary.
The Group centrally manages borrowings, investment of surplus funds and financial risks. The objective
of holding financial investments is to provide efficient cash and tax management and effective funding for
the Group.
Fair value estimation
Holding trade receivables and payables at book value less impairment provision is considered to
approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is available to the
Group for similar financial instruments.
5.
Critical accounting estimates and judgements
Key sources of Estimation Uncertainty and Significant Judgements
The preparation of the consolidated and Company financial statements requires the Group and Company
to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent assets and liabilities. The directors base their
estimates on historical experience and various other assumptions that they believe are reasonable under
the circumstances, the results of which form the basis for making judgements about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
ln the process of applying the Group's and Company's accounting policies, management has made a
number of judgements and estimations, of which the following are considered to have the most significant
effect on amounts recognised in the financial statements:
(i)
Revenue Recognition
No significant criteria are required by the Group in regard to revenue recognition that are not covered by
the accounting policy as detailed in note 2.10.
(ii) Share-based Payments
The calculation of the estimated fair value of share options and warrants granted can only reasonably be
assessed once such options and warrants are exercised. To date, none of the outstanding options or
warrants have been exercised and the Group is therefore reliant upon the calculations as explained in the
accounting policy and note 26 to the financial statements in arriving at an estimated fair value in line with
the requirements of lFRS2.
Page 49
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
5.
Critical accounting estimates and judgements (continued)
(iii) Going Concern
The key financial performance indicators for the Group in relation to going concern are revenue from its
M2G energy saving devices; net loss after taxation and net cashflow. During the year, revenue decreased
to f0.71m from Ê1.10m in 2Q23,lhe net loss after taxation was Ê0.54m (2023: â0.70m), and net cash and
cash equivalents decreased by Ê0.33m (2023'. t0.14m).
The directors have prepared cash flow forecasts to 30 June 2026 based on the conversion of sales pipeline
to contracted sales revenue and the expectation of repeat orders from existing customers.
Historically the Group's conversion of sales pipeline has been uncertain with long lead times. The directors
are confident that the sales pipeline will be converted into sales revenue in accordance with the cash flow
forecasts and that the cash flow forecasts confirm that the Group will have sufficient working capital to
settle its liabilities as they fall due for a period of not less than twelve months from the date of the approval
of these consolidated financial statements. Consequently, the consolidated financial statements have been
prepared on a going concern basis. However the uncertainty of the timing and conversion of the sales
pipeline casts significant doubt on the ability of the Company and Group to continue as a going concern.
(iv) lmpairment of investments in subsidiaries
As detailed in note 17 based on their best estimate of likely future developments within the business, the
directors consider that the impairment provision against the carrying value of investments in subsidiaries
in the Company's Statement of Financial Position as at the year-end date remains valid and reasonable.
At the year-end date, the carrying value of investments in subsidiaries in the Company's Statement of
Financial Position was Ênil (2023: enil).
(v) lmpairment of other investments
As detailed in note 17, the directors consider that the prior year impairment of f99k against the cost of
e100k in relation to the Group's investment in Proton Technologies Canada lnc. remains applicable at 30
June2024.
For Aeristech Limited the impairment review was carried out based on publicly available financial
information. The information showed Aeristech had last raised funds in February 2023 at a price in excess
of the Group's investment value and no impairment was required.
(vi) lmpairment of Other lnvestment in associates
As detailed in note 17, the directors have reviewed the Other investments in associates regarding b.grn
and concluded no impairment was needed due to the progress made on the project to date, as follows:
L Due diligence is ongoing with US investment banks and trade partners;
2. Memorandum of understanding ("MOU") signed with a UK waste management business in relation to
a processing site. This partner could also operate the site and provide plastic feedstock;
3. MOU signed with UK water utility company to provide plastic feedstock and to build a plant;
4. Existing site option in Canada with Proton Technologies Canada lnc;
5. Development of US team targeting a plastic to oil project in Arizona; and
6. MOU signed with City Oil Field lnc. ("COF") to bring in COF as a shareholder to b.grn and provide
b.grn with manufacturing rights and catalyst purchase rights for the plastic to oil technology.
The project remains pre-revenue and management continue to monitor progress against development
milestones. The carrying value of the investments is currently supported by future cashflow projections
but will be reassessed as progress is made against the development milestones.
(vii) lmpairment of lntellectual Property
As a result of a review by the directors of the unit sales likely to arise over the next year, no change in the
value of lntellectual Property has been considered to be necessary and consequently no provision has
been made for impairment.
Page 50
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
6.
5.
Critical accounting estimates and judgements (continued)
(viii) Deferred Tax Asset
Management judgement is required to determine the amount of deferred tax asset that can be recognised,
based upon the likely timing and level of future taxable profits together with an assessment of the effect of
future tax planning strategies. ln 2015, the directors decided that it would be prudent not to recognise any
deferred tax asset in the financial statements until recurring profitability is attained.
The Group and Company were loss making in the prior and current financial years and thus a deferred tax
asset has not been recognised in the financial statements for the year under review.
The tax losses available to offset against future taxable profits, are estimated atî8.42m (2023: E7.93m).
Segmental reporting
Based on risks and returns, the Directors consider that the primary reporting business format is by business
segment which is currently just the supply of energy efficiency products as these form the basis of internal
reports that are regularly reviewed by the Group's chief operating decision maker in order to allocate
resources to the segment and assess its performance. Therefore, the disclosures for the primary segment
have already been given in these financial statements. The secondary reporting format is by geographical
analysis by destination. Non- UK revenues amounted to 6% of the total and are analysed as follows:
Geographicaf information
2024
2024 2023
2023
Sales % of total Sales % of total
revenue revenues revenue revenues
€000
1,028
70
Total
100
1,098
UK
Other
UK
Canada
96
4
t000
681
30
711
2024
Ê000
421
92
513
94
6
100
2023
r000
400
95
495
At year end the Group held non-current assets in the following countries:
Page 51
SABIEN TECHNOLOGY GROUP PLG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
6
Segmental reporting (continued)
During the year, sales to the Group's largest customers were as follows:
Sales
revenue
t000
Customer 1
319
Customer 2
49
Customer 3
49
No other single customer registered more than 10o/o of the sales revenue for the year.
Operating loss
The operating loss is stated after charging/(crediting):
2024
f000
% of total
revenues
2023
t000
45
7
7
7
Depreciation of property, plant and equipment
Amortisation of other intangible assets (included in administrative
expense)
Cost of inventories recognised as an expense
8.
Auditors'remuneration
Fees payable to the Company's auditors for:
- the audit of the Company's annual accounts
Fees payable to the Company's auditors for other services to the Group:
- the audit of the Company's subsidiary
Total audit fees
Fees payable to the Company's auditors for:
- other services
Total other fees
1
1
62
88
63
142
2023
î.000
2024
Ê000
18
3l
49
20
35
55
Page 52
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
9.
Other income
Management fee and cost recharge to associate
Furlough grants
Cost recharges
10. Staff costs
Wages and salaries
Social security costs
Defined contribution pension costs
Directors
Administration
Bank interest payable
2024
Ê000
2024
€000
2024
Nos.
2023
t000
2023
î,000
(21
(2)
1
1
620
54
7
681
694
57
I
759
The average monthly number of employees, including directors during the year was as follows
2023
Nos.
4
I
12
11
11
4
7
11
The remuneration of key management personnel is detailed in note 27 and in the Remuneration Report.
11. Finance cost and income
2024
€000
2023
î.000
7
7
3
3
3
3
Bank interest receivable
Page 53
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
12. Corporation tax
Current tax
Total tax for the year
Loss before tax
Tax on loss on ordinary activities at standard UK corporation rate of
25o/o (2023:25o/o)
Expenses not deductible for tax purposes
Utilised tax losses
Tax losses carried forward
Foreign losses of subsidiary
R&D claim relating to Prior Period
2024
€000
2023
r.000
(563)
(72e)
(1411
(182)
(18)
(r8)
24
(21
111
I
(18)
(27)
(27)
42
(14)
145
9
(27)
Gurrent tax
(r8)
(27)
Deferred tax:
As detailed in note 5(v), in 2015 the Group reviewed the carrying value of the deferred tax asset recognised
in previous years anà derecognised the total asset in view of the uncertainty as to the timing of a return to
recurring profitability.
The aggregate amount of deductible temporary differences, parent company unused tax losses and
unuseã taxiredits for which no deferred tax asset is recognised in the Consolidated Statement of Financial
position is estimated at î.9.42m (2023: î7 .93m) which at the substantively enacted tax rate would equate
to Ê2.1m (2023'. Ê1.98m).
Changes to the future expected UK corporation tax rates were enacted as part of The Finance (No. 2) Act
2021,-which received Royal Assent on ',l0 June 2021, in which the Government announced that the
corporation tax main rate will remain al 1go/o for the years starting 1 April 2021 and 2022 before increasing
to 25o/o for the year starting 1 April 2023 and thereafter.
13. Earnings per share
The calculation of earnings per share is based on the loss for the year attributable to equity holders of
î545k (2023'. î702k losã) and a weighted average number of shares in issue during the period of
22,204,257 (2023:20,651,0et). nt the year end, options over 117 shares (2023:117) and warrants over
nil (2023: nil) shares were in issue.
Basic and diluted earnings per share as presented in the income statement are the same, as the options
were anti-dilutive for the current and prior period.
Page 54
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
14. Property plant and equipment
Cost
At 1 July 2023
At 30 June 2024
Depreciation
At 1 July 2023
Charge for the year
At 30 June 2024
Net book value at 30 June 2024
Net book value at 30 June 2023
The Company held no property, plant and equipment at 30 June 2024 and 2023'
All property, plant and equipment was held in the UK at 30 June 2024 and 2023.
2024
Ê000
1
2023
î.000
5
5
5
5
4
1
5
3
I
4
1
2
Page 55
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
15. lntangible assets
Group
Gost
At 1 July 2022
Additions
At 30 June 2023
Additions
At 30 June 2024
Amortisation
At 1 July 2022
Charge for year
At 30 June 2023
Charge for year
At 30 June 2024
Net book value
At 30 June 2024
At 30 June 2023
Company
Cost
At 30 June 2023 and 3O June 2024
Amortisation
Al1 July 2022
Charge for year
At 30 June 2023
Charge for year
Al30 June 2O24
Net book value
At 30 June 2024
At 30 June 2023
38
18
9l
94
129
112
lntellectual
property
r000
1,000
23
1,023
79
1,102
945
60
1,005
Ão
1,064
Licences
Ê000
100
100
Total
€000
1,100
23
1,123
79
1,202
948
63
1,011
62
1,073
Licences
e000
100
91
94
100
3
3
6
3
I
3
3
6
3
o
Page 56
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
15. Intangible assets (continued)
lntellectual Property represents the rights to the M2G product acquired from the inventors and upgrades
made during the year in relation to the M2G Cloud and M2G Evo products. An impairment review
performed in accordance with IAS 36'lmpairment of Assets'as detailed in note 17 determined that no
impairment was necessary at 30 June 2024. The remaining amortisation period for the original lntellectual
Property is less than one year.
Licences comprises the 20t per day hydrogen producing licence acquired from Proton Technologies
Canada lnc and option to construct a COF processing facility at Proton Canada lnc.'s facility in
Saskatchewan, Canada. The hydrogen processing licence had a 14.5 year life remaining at year end and
the option to construct a COF facility has an indefinite economic life because there is no expiry date to the
agreement. An impairment review performed in accordance with IAS 36 'lmpairment of Assets' as detailed
in note 18 determined that no impairment was necessary at 30 June 2024. The hydrogen licence of
f5O,0O0 is amortised over the remaining 14.5 years, the COF facility option of â50,000 is not amortised.
16. lnventories
Group
Finished goods and goods for resale
The Company held no inventories at 30 June 2024 and 2023.
17. lnvestments
2024
Ê000
2023
Ê.000
Total
Ê000
79
79
70
70
Other
investments
c000
Other
investments in
associates
Ê000
Group
Gost
At 1 July 2022
Reclassification from current assets
Additions
At 30 June 2023
Additions
At 30 June 2024
lmpairment provision
Al1 July 2022
lmpairment in year
At 30 June 2023
lmpairment in year
At 30 June 2024
Net book value
At 30 June 2024
At 30 June 2023
200
200
192
89
481
2
483
384
99
200
200
99
99
99
192
89
281
2
283
283
281
99
99
382
101
101
Page 57
SABIEN TEC}INOLOGY GROUP PLG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17. lnvestments (continued)
Company
Cost
Al l July 2022
Reclassification from current asset
Additions
At 30 June 2023
Additions
At 30 June 2024
lmpairment provision
Al1 July 2022
lmpairment in year
At 30 June 2023
lmpairment in year
At 30 June 2024
Net book value
At 30 June 2024
At 30 June 2023
lnvestments
in
subsidiaries
€000
Other
investments
Ê000
Other
investments in
associates
Ê000
Total
Ê000
6,457
6,457
6,457
6,457
6,457
6,457
200
200
200
192
89
281
2
283
6,657
192
89
6,938
2
6,940
99
99
6,457
99
6,556
6,556
99
101
101
283
281
384
382
Page 58
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17. lnvestments(continued)
Name of
Gompany
Subsidiary
undertakings
Sabien
Technology
Limited
Sabien
Technology lP
Limited
Sabien lnc.
Gountry of
Incorporation
Class of Share
England & Wales Ordinary
Northern lreland Ordinary
USA
England and
Wales
Canada
A Ordinary
Nature of business Proportion of
voting rights
Managing carbon
through energy
reduction
Ownership of
lntellectual Property
100o/o
Other
lnvestments
Aeristech
Limited
Proton
Technologies
Canada lnc.
Other
lnvestments
in associates
b.grn Group
Limited
England and
Wales
Other
investment
(refer Note 18
for equity
investment)
Manufacture of
power-dense
compressors used
within hydrogen fuel
cells
Manufacture Zero
Carbon Hydrogen
from oilfields
Manufacture high
quality fuel oil from
waste plastic at low
temperature
100%
100Yo
0.3o/o
<0.1%
n/a (refer note 18
for equity
investment)
Common Stock Managing carbon
through energy
reduction
Ordinary
Subsidiary undertakings
The registered office of Sabien Technology Limited is71-75 Shelton Street, London, WC2H gJQ.
The registered office of Sabien Technology lP Limited is C/O Carson Mcdowell, Murray House, Murray
Street, Belfast, BT1 6DN.
The registered office of Sabien lnc is 1209 Orange Street, Wilmington, New Castle, Delaware 19801 , USA.
Page 59
SABIEN TECHNOLOGY GROUP PLG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17. lnvestments (continued)
Other investments
ln February 2021 the Company acquired 0.3% of the issued share capital of Aeristech Limited for a
consideration of Ê1 00k. As part of the investment, Aeristech has issued the Company with 1 0,41 7 warrants
with a two-year term, each warrant carrying the right to subscribe for one share in Aeristech at the issue
price of €2.40.
ln October 2021the Company acquired <0.1% of the issued share capital of Proton Technologies Canada
lnc. for a consideration of e 100k.
Other investments in associates
The Company is a 33% shareholder in b.grn Group Ltd ("b.grn") (see note 18). Related to the investment
in b.grn are other investments with b.grn. lncluded within the Other investments in associates are a Ê155k
including VAT (2023: t155k including VAT) management fee debtor; a Ê37k (2023: t37k) loan repayable
on demand; and a €.89k (2023: f89k) Fixed Profit Share receivable. The Fixed Profit Share receivable will
pay the Company €15k per annum for 10 years starting with the commissioning of the first plastic to oil
Regenerated Green Oil plant.
The Board considers that the Fixed Profit Share will start to be repaid from the year end 30 June 2025
onwards.
lmpairment reviews
lnvestment in subsidiaries
The Company performs an annual impairment review in accordance with IAS 36 'lmpairment of Assets'.
ln accordance with IAS 36, the recoverable amount is calculated being the higher of value in use and fair
value less costs to sell.
The value in use is determined using cash flow projections covering a ten-year period which have been
approved by the Board where sufficient information is available. They reflect the directors' expectations of
the level and timing of revenue and expenses, working capital and operating cash flows based on past
experience and future expectations of business performance. For the entities where the Group holds a
minority interest, impairment assessments are made using available information.
The pre-tax discount rate of 9.60/o (2023:9.60lo) applied to the cash flow projections is derived from the
Group's weighted average cost of capital. An average growth rate of 8% (2023:8%) has been applied over
the five years of the cash flow forecast.
Other investments
For Proton Technologies Canada Inc. the impairment review was carried out based on available financial
information provided to shareholders. On 29 September 2023 Sabien received notification that a proposal
from a third party to inject new capital, restructure its balance sheet, and reform its management team (the
"Proposal") had been successful. The Board of Sabien concluded at 30 June 2023 lhal an impairment
provision of Ê99k was required to reflect the dilution and notional value ascribed by the Proposal. The
Board has not received any material new information from Proton and has concluded that the impairment
provision continues to be required.
For Aeristech Limited the impairment review was carried out based on publicly available financial
information. The information showed Aeristech had continued to raise funds at a price in excess of the
Group's investment value and no impairment was considered necessary.
Page 60
SAB¡EN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
17. lnvestments(continued)
Other investments in associates
The Board reviewed the other investments into associates regarding b.grn and concluded no impairment
was needed due to the progress made on the project to date, as follows:
1. Due diligence is ongoing with US investment banks and trade partners.
2. Memorandum of understanding ("MOU") signed with a UK waste management business in relation to
a processing site. This partner could also operate the site and provide plastic feedstock.
3. MOU signed with UK water utility company to provide plastic feedstock and to build a plant.
4. Existing site option in Canada with Proton Technologies Canada lnc.
5. Status of ongoing planning and discussions in relation to a plastic to oil project in a major US city. The
US city is expected to announce the project, subject to final contracts, by the end oÍ 2024.
The project remains pre-revenue and management continue to monitor progress against development
milestones. The carrying value of the investments is currently supported by future cashflow projections
but will be reassessed as progress is made against the development milestones.
Management acknowledge that significant judgement is exercised in respect of their assessment of the
future recoverability of the balances due to the early stage nature of the project.
18. lnvestments in Associates
Name of
company
b.grn Group
Ltd
Country of
incorporation
Glass of
share
Proport¡on of
voting r¡ghts
Share of
loss from
cont¡nu¡ng
operations
in year (f)
England &
Wales
Nature of business
Manufacture high
quality fuel oil from
waste at low
temperature
33o/o
35
Ordinary
ln December 2021lhe Company incorporated b.grn Group Ltd in conjunction with Parris Group Ltd (an
entity controlled by the Executive Chairman). The Company's investment to date is less than l1k with a
net book value of Ênil at 30 June 2024 (2023: Ênil).
The registered office of b.grn Group Ltd is: 3rd Floor Suite, 207 Regent Street, London, W1B 3HH.
Page 61
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
19. Trade and other receivables
Current
Trade receivables
Other receivables
Corporation tax debtor
Amounts due from associate undertakings
Amounts due from group undertakings
Pounds sterling
Euros
20. Cash and cash equivalents
51
151
26
39
13
52
26
The value of trade receivables quoted in the table above also represents the fair value of these items and
are due within one year.
Amounts due from group undertakings includes î.nil (2023: f l3k) which is covered by a Ê250k loan facility
(2023: Ê250k) advanced to Sabien Technology Limited. The loan facility is secured by way of a debenture
over the assets of Sabien Technology Limited. The loan facility is interest free and repayable on demand.
Ê155k had been advanced to Sabien lnc. (2023: C130k) at the year end. The balance is interest free,
unsecured and repayable on demand but has been impaired in full as at 30 June 2024. Sabien lnc.
currently supports the activities of other Group entities and is not yet revenue generating in its own right.
Trade receivables are considered impaired if they are not considered recoverable. As at 30 June 2024,
the Group had no receivables which were considered to be impaired and against which a full provision has
been made. Trade receivables of fnil (2023: Ênil) were past due but not impaired.
The carrying amounts of the Group's trade and other receivables are denominated in the following
currencies:
Group
2024
[000
Group
2023
î.000
202
Group
2023
r.000
436
Company
2024
Ê000
2024
Ê000
123
52
175
Gompany
2024
Ê000
36
Company
2023
r.000
2023
t000
202
Company
2023
t000
125
123
34
t:
175
Group
2024
€000
100
202
Cash and cash equivalents
Page 62
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2'l .
Trade and other payables
Trade payables
Social security and other taxation
Accruals and deferred revenue
Other payables
Amounts due to group undertakings
Within l year
1-2 years
2-5 years
Over 5 years
Group
2024
Ê000
53
135
280
45
513
Group
2024
€000
175
175
Group
2024
Ê000
r39
36
Group
2023
t000
Group
2023
t000
111
111
Group
2023
r.000
Gompany
2024
Ê000
45
125
12
41
223
Gompany
2024
[000
103
103
Company
2024
Ê000
103
Company
2023
r.000
I
Company
2023
t000
Company
2023
t000
3
48
6
63
44
20
400
36
500
Sabien Technology Limited is party to an invoice financing agreement. The amounts outstanding under
this agreement are secured by way of a debenture over the assets of the Company, attract interest at a
variable rate and are repayable on demand. The balance outstanding on the invoice financing agreement
is Ênil (2023: fnil).
Amounts due to group undertakings includes î41k (2023: Ênil) advanced by Sabien Technology Limited.
The loan facility is facility is interest free and repayable on demand.
22. Borrowings
Borrowings
The Group drew down a Coronavirus Business lnterruption Loan in June 2020. The loan is at 5% per
annum toi tne remaining four years. The balance of î72k (2023: f 108k) is unsecured and is repayable in
monthly instalments until June 2026.
ln August 2022, lhe Group converted to equity Ê99k of a loan owed to Parris Group Ltd, a company
contro-iled by the Executive Chairman, Richard Parris. The loan is unsecured, repayable on demand and
accrues interest at 6% per annum. At year end the loan balance was Ê3k (2023: Ê3k).
During the year the Group drew down a loan of Ê100k of an available loan facility of €200k (2023: €nil)
from Þarris-Group Ltd, a company controlled by the Executive Chairman, Richard Parris. The loan is
unsecured, repayable on demand and accrues interest at12o/o per annum. At year end the loan balance
was Ê100k (2023: tnil). Post year end, the remaining Ê100k was drawn.
The maturity profile of the loans are shown below:
3
3
39
36
36
111
J
175
r03
Page 63
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
23. Share capital
Shares issued and fully paid
Ordinary 3p shares of e0.03 each
Deferred shares of â0.045 each
New Deferred shares of Ê0.0049 each
2024
Nos.
23,195,168
4,004,967
190,254,867
2023
Nos.
21,695,168
44,004,867
190,254,867
2024
â000
696
1,980
932
2023
t000
651
1,980
932
257,454,902 3,608 255,954,902 3,563
Ordinary 3p shares authorised
33,338,149 1,000 33,227,399
997
On 27 Febru ary 2024, the Company announced a subscription and broker option in relation to 1,500,000
ordinary shares at a price of 8p per share, a total of Ê120,000 (gross).
The holders of Ordinary 3p shares have the right to receive notice of, attend and vote at any general
meeting of the Company, and also have full rights to any dividend or other distribution in proportion to their
shareholding.
The holders of Deferred shares of Ê0.045 and New Deferred shares of Ê0.0049 have no right to receive
notice of, nor attend and vote at any general meeting of the Company, nor have rights to any dividend or
other distribution.
24. Share options and warrants (see note 26)
At the year-end date, the following options had been granted:
At I July
At 30 June Exercise
Date of Grant
2023
2024
Price
31 October 2014 117
117
Ê163.50
Total
117
117
At the year-end date, there were no warrants outstanding
Exercisable
from
October 2017
Exercisable
to
Oclober 2024
Page 64
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
25. Financial instruments
Financial assets
Trade and other receivables (excluding
prepayments)
157
157
26
26
157
157
26
Group and Company trade and other receivables relate to the associated undertaking: b.grn Group
Limited.
Financial liabilities
Assets at
amortised
cost (loans
and
receivables)
Group
t000
Assets at
amortised
cost (loans
and
payables)
Group
Ê000
Assets at
amortised
cost (loans
and
Total receivables)
Group Company
c000
â000
Total
Group
t000
Assets at
amortised
cost (loans
and
payables)
Company
€000
Total
Company
€000
Total
Company
t000
26
Trade and other payables
Borrowings
513
175
513
175
223
103
326
223
103
326
688
688
Page 65
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
26. Share based payments
The Company has issued share options under a share option scheme for directors and employees set up
in November 2006 under which approved and unapproved share options were granted prior to the flotation
of the Company in December 2006.
Under this scheme, directors and employees hold options to subscribe for Ordinary shares in Sabien
Technology Group Plc at prices based on the mid-market price on the day preceding the relevant share
option grant. See note 24 for details of options in issue at the year-end date. There are no performance
conditions attached to these options. No options were granted in the financial year.
The value of the options is measured using the QCA-IRS Option Valuer based on the Black Scholes model
The inputs into the Black Scholes model were as follows:
Weighted
average
exercise
price
2024
Number of
instruments
2024
Weighted
average
exercise
price
2023
Number of
instruments
2023
Outstanding at 1 July
Expired during the period
Outstanding at 30 June
Exercisable at 30 June
Weighted average remaining contractual life
Weighted average volatility
Weighted average risk-free interest rate
67p
54p
54p
54p
54p
54p
117
117
117
30o/o
4.75o/"
280,117
(280,000)
117
117
30%
4.75%
0.34 years
1.34 years
Page 66
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
27. Related party transactions
Key management personnel are those persons having authority and responsibility for planning, controlling
and directing the activities of the Group. ln the opinion of the Board, the Group's key management
personnel are the Directors of Sabien Technology Group Plc. lnformation regarding their remuneration is
given in the Remuneration Report.
The Company has entered into service agreements with Richard Parris, Charles Goodfellow and Ranald
McGregor-Smith with entities either controlled by them or in which they have an interest as shareholders.
Edward Sutcliffe is employed directly by one of the Group companies. Fees are paid in accordance with
those agreements. The remuneration of key management is analysed in the Remuneration Report.
The aggregate remuneration comprises:
Salaries
Defined contribution pension scheme
Fees
2024
Ê000
2023
î.000
54
I
150
205
54
1
r50
205
The remuneration of the highest paid director during the year was î75k (2023: e75k). The remuneration
of individual Directors is disclosed in the Remuneration Report.
Charles Goodfellow is employed by the Group's broker, Peterhouse Capital Limited. Fees paid to
Peterhouse Capital Limited are proposed to the Board and approved by the Board as a whole. Fees paid
to Peterhouse Capital Limited in the year were â25k (2023: Ê25k) and at the year end the amount due to
Peterhouse Capital Limited were f 15k (2023: [nil).
During the year, the Company charged its subsidiary, Sabien Technology Limited, t50k (2023: €50k) by
way of management charges. The Company was also charged by Sabien Technology Limited î.61k(2023:
e62k) in relation to staff costs. Sabien Technology Limited repaid Ê10k (2023: f10k) during the year in
respect of working capital loans and at the year end the amount due by the Company to the subsidiary
was 141 k (2023: â13k owed by the subsidiary to the Company).
During the year the Company advanced working capital loans of Ê28k (2023. t31k) to its subsidiary, Sabien
lnc. At the year end the amount due from Sabien lnc. was Ê155k (2023: e130k). At the year-end an
impairment provision of Ê155k (2023. e 130k) had been raised against the loan.
During the yearthe Company received f100,000 from Parris Group Ltd, an entity controlled by Richard
Parris (2023: repaid €97,500). At year end the balance outstanding including accrued interest was
t1 09,550 (2023: â5,060).
ln the prior year, the Company entered into a Fixed Profit Share agreement (See Note 'l 7)with b.grn Group
Limited, its associate undertaking ("b.grn"). At the year-end a loan of 8281k(2023:8281k) was outstanding
within Other investments in associates.
On 27 February 2024, the Company announced a subscription and broker option in relation to 1,500,000
ordinary shares at a price of 8p per share, a total of Ê120,000 (gross). As part of the transaction, Richard
Parris subscribed for 500,000 ordinary shares, a value of f40,000 (gross).
Page 67
SABIEN TECHNOLOGY GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
28
Controlling party
The Group has no ultimate controlling party
29. Events after the reporting date
On 20 August2024 the Company announced a package of related party funding, comprising:
I
Remaining Ê100,000 facility from Parris Group Limited ('PGL"), drawn in September 2024.
2
Wholesale stock facility with PGL whereby PGL will buy M2G and M2G Cloud connect stock at cost
and in bulk and resell to the Company at a 20% wholesaler margin once the Company collects cash
from the end user.
3
PGL takes responsibility for Sabien's ongoing R&D function and lT support and will receive a 57o
royalty on sales in return.
4
lssue of equity to settle Ê61,936 outstanding Director remuneration owed to Richard Parris and Ed
Sutcliffe, Ê40,000 of broker fees and e25,000 other liabilities'
Page 68