Beeks Financial Cloud Group PLC 30th June 2021 Registered Number SC521839
Contents STRATEGIC REPORT Financial and Operational Highlights 1 Our Company at a Glance 4 GOVERNANCE Chairman’s Statement 5 Strategic Overview 6-8 FINANCE Strategic Report - Chief Executive’s Review 9-12 Strategic Report - Financial Review 13-16 Strategic Report - Principal Risks and Uncertainties 17-23 Board of Directors 24-25 Directors’ Report 26-29 Report on Remuneration 30-32 Chairman’s Introduction 33-43 Report of the Audit Committee 44-45 Independent auditor’s report to the members of Beeks Financial Cloud Group PLC 46-57 Consolidated Statement of Comprehensive Income 58 Consolidated Statement of Financial Position 59 Consolidated Statement of Changes in Equity 60 Consolidated Statement of Cash Flow 61 Notes to the Consolidated Financial Statements 62-93 Independent auditors’ report to the members of Beeks Financial Cloud PLC 94-104 Company Statement of Financial Position 105 Company Statement of Changes in Equity 106 Notes to the Company Financial Statements 107-109
Beeks Financial Cloud Group PLC Financial and Operational Highlights For the year ended 30 June 2021 Company Highlights FINANCIAL HIGHLIGHTS - Proximity Cloud, launched post / Joined the STAC Benchmark / Revenues increased 24% to year end, alongside a launch Council™ which comprises over £11.62m (2020: £9.36m) partner and with an initial $1m 350 financial institutions and more of committed ACMRR which we than 50 vendor organisations to / Institutional revenue represents consider to be a transformative develop and promote the use of 91% of total revenue (FY20: 85%) solution for capital markets and standard technology benchmarks financial services / Annualised Committed Monthly - Analytics as a Service, which we OUTLOOK Recurring Revenue (ACMRR) up consider to be an industry-first, / Positive market environment, 23% to £13.8m (2020: £11.2m) cloud-neutral monitoring solution notwithstanding the ongoing for the financial markets impact of Covid-19, and / Gross profit up 16% to £5.33m considerably increased sales (2020: £4.57m) / Continued investment in our pipeline team, with headcount increasing / Underlying* EBITDA increased to 80 (30 June 2020: 65) primarily / Confident in securing additional 24% to £4.14m (2020: £3.33m), in revenue generating areas Tier 1 customers in the year ahead including additional IFRS 16 such as sales and marketing and adjustment in year of £0.13m (an product development to support / ACMRR further increased to increase of 20% excluding IFRS 16) our growth objectives £14.8m at 31 August 2021 following a positive start to the new / Underlying profit before tax** / Further expansion of our financial year increased 13% to £1.61m (2020: data centre geographies with £1.43m) operations now in Canada STATUTORY EQUIVALENTS and Australia The previous highlights are / Underlying diluted EPS** 2.99p based on underlying results. (2020: 2.45p) / Successful integration of Reconciliations between underlying Velocimetrics into the business and statutory results are contained / Net cash as at 30 June 2021 of and rebranded as Beeks Analytics within these financial statements. £1.89m (30 June 2020: Net debt to reflect the broadening of The statutory equivalents of the £0.75m) Beeks’ offering above results are as follows: OPERATIONAL HIGHLIGHTS / Developed and expanded / Profit before tax was £1.25m / Continued strong growth in operational partnerships with (2020: £0.68m) Tier 1 customer base a number of counterparties including SGX, IPC and MEMX, / Basic EPS was 3.07p (2020: 1.13p) / Ongoing focus on innovative increasing our ability to generate product development with the substantial revenue through launch of two new products: these collaborations * Underlying EBITDA is defined as earnings before amortisation, depreciation, finance costs, taxation, acquisition 1 costs, share based payments and exceptional non-recurring costs ** Underlying profit before tax and underlying EPS excludes amortisation on acquired intangibles, acquisition costs, share based payments and exceptional non-recurring costs
2 2AP0R 14 10 yearsCelebrating COMING TO AMERICA IN THE CLOUD BUSINESS 1DE9C 83 2JU0L 11 Beeks entered America with the purchase of Gallant VPS providing PREMIERE FOUNDED access to the NY4 data centre campus in New York Trading Places movie Named after a character from the movie Trading Place, Beeks FX VPS was 2FEB015 the brainchild of Gordon McArthur and Tony Doleman FINANCIAL CLOUD The addition of bare metal server packages to the solutions portfolio was reflected in the name change to Beeks Financial Cloud 2NO0V 17 LONDON STOCK EXCHANGE IPO Beeks Financial Cloud plc (BKS) was welcomed onto the AiM market
2MA0R 19 2AP0R 20 SEP FASTEST BEEKS £100M GROWING ANALYTICS MARKET CAP One of 130 UK companies named in Acquired network monitoring ACMRR the Financial Times special report and analytics firm Velocimetrics to REACHED FT:1000 Europe’s Fastest Growing expand product offering into network £15M Companies alongside Deliveroo automation and trading analytics and Boohoo Milestone accounting benchmarks signifying a strong growth trajectory SEP EXPANDED ASSETS CLASSES Now supporting Equities, Fixed Income, Cryptocurrency, Futures and Forex industries 2MA0Y 18 SEP 2AU0G 21 INFRASTRUCTURE ISO27001 PROXIMITY AS A SERVICE CLOUD Achieved the internationally LAUNCH The Group introduced fully managed recognised standard for information ECX services to provide Infrastructure security management systems Launched the only fully configured, as a Service (IaaS) across all major (ISMS) certification pre-installed physical trading cloud providers including Microsoft environment that is fully optimised Azure, Google compute and Amazon OCT for low latency trading conditions Web Services BEEKS 3 DEC GROUP UNIQUELY Unveiled new trading name to ON DEMAND elevate brand appeal on a global scale that not only embodies the A self-serve portal was current portfolio of low-latency developed to offer on demand compute, connectivity and analytics compute – still the only one of solutions but futureproofs against its kind in the market further product expansion
4 Beeks Financial Cloud Group PLC Our Company at a Glance For the year ended 30 June 2021 Our Company at a Glance STRATEGIC REPORT Beeks Group has been the leading data centre locations worldwide, OFFICE LOCATIONS managed cloud computing, Beeks supports its global customers / Glasgow, UK connectivity and analytics provider at scale in the leading financial / London, UK in the financial markets since 2011. hubs including New York, London, / Tokyo, Japan Beeks deliver managed on demand Hong Kong, Tokyo, and Singapore, / Surabaya, Indonesia low-latency compute, connectivity with 24-hour dedicated support. and analytics optimised exclusively DATA CENTRE LOCATIONS for global capital markets and The Company offers bare metal / Frankfurt, Germany financial services. and virtual private servers, as / London, UK well as connectivity, co-location, / Illinois, US With sub-millisecond latencies, dedicated fibre, market data, and / Chicago, US we can deliver infrastructure that will MT4/MT5 hosting. We have an / New York, US greatly expedite the time taken from established connectivity footprint, / Hong Kong placing a trade to its execution – a with over 200 pre-built connections / Tokyo, Japan critical factor given the time sensitivity to venues and exchanges globally. / Singapore of our customers. / Sydney, Australia Our IaaS services are entirely / Paris, France Our cloud-based Infrastructure cloud based with our customers / Toronto, Canada as a Service (IaaS) model allows self-provisioning infrastructure and organisations the flexibility and connectivity in the key financial agility to deploy and connect to data centres with a minimum 30- a variety of exchanges, trading day customer commitment. Where venues and cloud service possible, we leverage automation providers at a fraction of the cost to allow our clients the ability to of building their own networks and reduce complexity in deploying infrastructure. Based in the UK with and managing IT environments. a growing network of key financial
Beeks Financial Cloud Group PLC Chairman;s Statement For the year ended 30 June 2021 Chairman’s Statement Beeks has delivered another Following consultation with our I would like to thank all Beeks STRATEGIC REPORT strong performance in the year, shareholders during our equity employees for their continued in which the expansion of its Tier raise in April, the Board has decided hard work, especially during these 1 customer base has driven 24% to change our dividend policy continuing challenging times. The growth in revenues. With financial which has been in place since our Group has expanded considerably institutions increasingly looking IPO in November 2017. For the last over the past 18 months, through to the flexibility of the cloud to host few years we have been paying a the integration of the Velocimetrics their IT infrastructure, The Group modest dividend whilst continuing team and new hires across the increased investment in the year in to re-invest in our business. organisation, and yet there is a its people, product and network, to Notwithstanding our solid balance clear sense of shared purpose and capture more of this growing market, sheet, the expected growth and passion which has been key to the resulting in the successful launch investment into the business success of the Beeks journey to of two new offerings, increasing its over the next few years, driven by date and will no doubt continue to attractiveness and opportunity. Proximity Cloud has led us to take propel it forward in the year ahead. the decision that cash would be Revenues grew by 24% and better re-invested in the business to We have entered the new financial underlying EBITDA also by 24%. compound growth for the benefit of year in a strong position, with an The Group exited the year with shareholders in the medium term. expanding offering, customer base £13.8m of Annualised Committed Therefore subject to shareholder and market reach, and the Board is Monthly Recurring Revenue approval at the forthcoming Annual confident in continued success in (ACMRR), an increase of 23%, General Meeting, future dividend this coming year and beyond. providing the business with strong distributions are expected to be foundations for continued strong put on hold. MARK CUBITT growth going forward. Chairman We were delighted to welcome of 24 September 2021 While Covid-19 continued to Kevin Covington to the Board as an present some challenges through independent Non-Executive Director 5 the year, in terms of reduced in January 2021. Kevin has had more access to data centres, some than 30 years’ experience working increase in churn amongst smaller internationally in the financial customers and elongation of services industry for both vendors sales cycles, the resilience of the and banks, with a particular focus recurring revenue model and on M&A and advisory. He brings strong progress within existing with him a wealth of industry Tier 1 customers ensured the knowledge and experience, having business delivered an overall held a number of senior roles in positive trading result and The the fintech space and has already Group required the use of none made a valuable contribution to of the various government The Group. furlough support schemes.
6 Beeks Financial Cloud Group PLC Strategic Overview For the year ended 30 June 2021 Market Overview STRATEGIC REPORT According to a 2020 report from The complex nature of building while also providing cost, revenue Markets and Markets, the global and managing a latency sensitive and agility benefits. To realize these cloud computing market size is infrastructure means financial benefits, firms should scale up expected to grow from USD 371.4 enterprises are moving away from discrete, targeted cloud use billion in 2020 to USD 832.1 billion from on premise data centres to cases and create a foundational by 2025. third party facilities. We believe enterprise-wide cloud layer. the decreased latency, increased The global cloud infrastructure flexibility and cost-benefits of Cloud Accenture concluded that cloud’s services market to grow from USD computing that we facilitate will see scale, resiliency and continuous 73.0 billion in 2019 to USD 166.6 a gradual long-term shift to innovation mean it will likely form a billion by 2024, at a Compound this model. critical part of every future business Annual Growth Rate (CAGR) of and technology roadmap2. 18.0% during the forecast period. As Cloud adoption in financial The major growth drivers for services evolves, companies are Our innovations, enhanced product the market include low costs, finding that the benefits are not range, breadth of asset classes and flexibility, scalability, and security. just about cost efficiencies but also growing number of Tier 1 customers, The cloud infrastructure service to do with resilience, agility and positions us well to benefit from the offerings provide accelerated innovation which brings additional growth in the market for automated Time-to-Market (TTM) and speedy opportunities for by-products such trading and the continued adoption application development and as analytics and scalable global of Cloud computing by financial running processes. connectivity. services organisations. Increased user and resource Our addressable market is mobility, ongoing migration of extensive with up to 20,000 financial applications over the cloud, and the institutions, a large percentage emergence of more sophisticated of which maintain their own IT threats are leading organizations infrastructure and are yet to move toward the adoption of hybrid to the Cloud computing model. cloud. Industries, such as BFSI, which prioritize compliance, security, and In their 2020 report, Accenture customer experience, opt for the reported on the new cloud hybrid deployment model1. imperative in capital markets and noted that while Capital Markets Software as a Service model is firms were once at the forefront expected to witness the highest of technology innovation, they adoption in the coming five years, now face being left behind by as enterprises are deploying this innovations from other industries. service model to cut down on the CAPEX cost and focus on their core The realisation is that incremental competencies instead of worrying adoption of public cloud solutions about the IT infrastructure. could enable firms to keep pace, 1 Markets and Markets 2 Accenture
Beeks Financial Cloud Group PLC Strategic Overview For the year ended 30 June 2021 Business Model POWERED BY BEEKS financial institutions and is our most between customers and key STRATEGIC REPORT For over ten years Beeks has honed comprehensive offering to date. financial venues and exchanges their infrastructure provision and Proximity Cloud is a low latency / Co-location for customers to software development approach in private cloud product pre-built into position their own computing direct response to their customers’ a physical cabinet and delivered power in our space, benefiting needs and requirements. to site in a stand-alone rack. It from our proximity to financial comprises the whole range of hubs Beeks’ mission is to deliver ultra-low functionality to be expected from / In-house security software latency compute power, ensure Beeks Cloud, including resource in order to protect client maximum security and optimise management automation, full infrastructure from cyber attacks performance in the exceedingly stack and trading analytics, packet / The management of hybrid fast-moving capital markets sector. capture, latency monitoring, high Cloud deployments for customers Our global backbone of global data precision time services and support wishing to combine the Beeks IaaS centres provide cloud deployment for MultiCast and UniCast datasets, with the public Cloud for capital markets and financial and yet has the benefit of running / Our model focuses on efficiency services customers, helping them on the client’s own infrastructure and flexibility, offering our to formulate a cloud strategy and and under the care of their own IT customers the ability to scale replicate that in different regions. team – a pre-requisite for many up and scale down as needed. of the world’s largest financial Due to market fluctuations and The Group continues to operate organisations With the ability to the inherent risk involved in successfully in a demanding, now offer fully hosted, or private algorithmic trading, this makes time-sensitive industry and cloud solutions, Beeks has the our services highly desirable is uniquely positioned to ability to cater to the requirements / Beeks has a unique self-service take advantage of the rapid of all financial institutions, no matter customer portal that facilitates acceleration of Cloud deployment their size. the same-day deployment in financial services and the of a host of services allowing growing need for analytics around The expansion into trading analytics customers to manage their those infrastructure environments. and launch of Analytics as a Service own servers expanded our product offering / Beeks analytics: Comprehensive These latency sensitive to include the required analytics monitoring and performance environments need to be built, around those infrastructure analysis allows the user to connected and analysed and Beeks environments. independently track and analyse is one of the few companies in the real-time performance of every world that can provide this. Beeks provides: single price, quote or trade traversing / Dedicated bare metal and business critical processes Our latest product evolution, virtual servers that host Capital Proximity Cloud is a pre-configured Markets and financial services 7 IAAS trading environment platform organisations in key financial data dedicated to the demands of centres around the world capital trading markets and / Ultra-low latency connectivity
8 Beeks Financial Cloud Group PLC Strategic overview For the year ended 30 June 2021 Our Strategy STRATEGIC REPORT Our purpose is to provide a global rapid deployment service using secure and scalable environments, both public and private, which are easy to consume for small, medium and large financial enterprises. Our vision is to empower our clients to work with speed and agility, without the need for long–term contracts or commitments. Our main strategic priority In order to satisfy existing demand is to continue to grow our and attract new customers, we institutional customer base both will continue to develop innovative for public, private and secure new products like Proximity Cloud. Cloud deployment as well We also plan to expand into new as complementary analytics asset classes and geographies, solutions, while maintaining our encouraged by the significant core low latency offering. opportunities we have identified.
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report – Chief Executive’s Review Chief Executive’s Review OUR VISION IS SIMPLE: BUILD. The significant investments made teams. With phase 1 of Proximity STRATEGIC REPORT CONNECT. ANALYSE. PROVIDING during this and the prior year across Cloud now launched, and a growing END TO END OUTSOURCING OF our platforms, teams, offering and proportion of our Tier 1 customers FINANCIAL SERVICES COMPUTE operations, means we now have the now delivering revenue, operating ENVIRONMENTS. right platform to take advantage margin is expected to increase in the of the rapid acceleration of Cloud years ahead. I am pleased to report on another deployment taking place across year of consistent performance, in the financial services industry. We PRODUCT EXPANSION which we grew revenues, underlying are continuing to see an increase We have been commenting that EBITDA and Annualised Committed in the number of financial services FY21 would be the ‘year of product’, in Monthly Revenues (ACMRR). Group organisations taking advantage of which we would invest in our offering revenue is increase derived from the benefits of cloud infrastructure, to enhance its value of to the Tier some of the world’s largest institutions, providing a significant long-term 1 segment of the financial services transforming our long-term growth opportunity for Beeks. market, increasing our competitive prospects. Beeks is now recognised as positioning and addressable market. an established technology provider to FINANCIAL PERFORMANCE This has been successfully achieved financial markets, with a track record Revenue (excluding grant income) and we now have a considerable and compelling reference clients, in the period grew by 24% to £11.62m enhanced offering, providing us providing us with a strong foundation (2020: £9.36m), resulting in an with the ability to target a larger to drive our business forward. increase in underlying EBITDA of 24% segment of the market, resulting in a Importantly, we have delivered on to £4.14m (2020: £3.33m). The Group’s growing average contract value and our investment objectives in the year, business model drives high levels increased sales pipeline. culminating in the launch post year of recurring revenue, with over 93% end of our Proximity Cloud offering, of revenue recurring and customer During the year, we launched Beeks alongside a launch partner and an retention remained within target. Analytics as a Service. This is the first initial $1m contract. cloud-neutral network monitoring and Group ACMRR grew 23% to £13.8m at trade analytics tool for the financial The attractions of our expanding 30 June 2021, increasing from £11.2m markets, providing further competitive offering, our growing list of at 30 June 2020. This figure further differentiation and additional cross reference able clients and the increased to £14.8m at 31 August sale opportunities. A new customer expansion of our sales team, 2021 following a positive start to the secured in the year for the offering means we have seen continued new financial year. was the new Members Exchange strong growth in our Tier 1 customer (MEMX), the fastest growing U.S. base, with nine now at various In line with our expectations, equities exchange, following their stages of deployment. These operating profit margin decreased review of packet capture, latency types of engagements take time in the Year, reflecting the significant and analytics solutions for Capital to reach full levels of deployment investment in both the analytics Markets. We are now starting to see and revenue contribution, providing and Proximity Cloud offerings, and an increased number of new and considerable future expansion the hiring of a Head of Sales in New cross-sell opportunities in our pipeline opportunity for The Group and a York alongside additional sales, and expect this to be a contributor to pathway to accelerated growth. marketing and customer delivery 9revenue growth in the year ahead.
10 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report – Chief Executive’s Review Chief Executive’s Review STRATEGIC REPORT The second launch, just after the end The private portal offered to Beeks model, with Beeks now becoming of the year in August 2021, was of customers has been updated to the foundational managed hosting our Private cloud offering: Proximity enable customers to more easily infrastructure service provider Cloud. Throughout the year, we consume Beeks services, with point for IPC’s Connexus Infrastructure have invested considerable time and click capability it improves the Services, powered by Beeks. This and resources into its development, user interface for a better end-user enhanced joint offering brings into alongside our Network Automation experience as well as increasing the market an array of easy to activities, partly funded through cross-sell opportunities. deploy Beeks solutions. the support of existing and new shareholders during the fund raise Partnership Initiatives OPERATIONAL EXPANSION in April 2021. In November 2020 we launched This was another year of investment a service collaboration with across The Group, in which we Beeks Proximity Cloud is our most Singapore Exchange (SGX), Asia’s looked to expand our offering and comprehensive offering to date, a international, multi-asset exchange, our team in order to strengthen private cloud offering specifically operating securities, fixed income our position in the rapidly growing developed for capital market and derivatives markets. This new cloud computing market. participants and financial institutions. Co-location as a Service (CaaS) collaboration provides an on-demand Headcount increased to 80 as at 30 Crucially, the system has the virtual or bare metal dedicated June 2021, up from 65 as at 30 June ability to be deployed in a client infrastructure from the Beeks setup 2020 primarily in revenue generating site, running on the client’s own within SGX Co-Location Tier-1 rack areas such as sales and marketing infrastructure and under the care of space, and can be activated within and product development to their own IT team – a pre-requisite 24 hours, reducing new trading support our growth objectives, which for many of the world’s largest participant time to market. This included a new Head of Sales in financial organisations. This new collaboration also allows Beeks to New York who will be responsible for solution allows customer data to provide direct connectivity from targeting Tier 1 customers. remain within their own environment, Equinix SG1 into SGX for the first time, resulting in enhanced security and connecting customers between Considerable progress has been reduced data sovereignty issues. both locations within the Beeks made with the seven data centres infrastructure via private dark fibre. that were launched during the prior Proximity Cloud eliminates some of period: Singapore SG1, London LD8 the risks and a lot of the costs that Our partnership with IPC, a leading and LD4.2, Paris PA1, Sydney, and NY2 come with in-house infrastructure global provider of secure, compliant and NY5 in New York. All locations are solutions making it a lot easier to get communications and highly secure revenue generating. With operations value to the customer. cloud solutions for the global now in all of the key trading centres financial markets, continues to around the world, we see less data With a $1m multiyear partner strengthen with the launch of an centre expansion moving forward. signed just four weeks after lauch, enhanced managed infrastructure We continue to invest in the the offering has the potential to offering. By expanding our strategic be transformative for The Group’s partnership, IPC continues to Velocimetrics team, operations and prospects over the medium term. leverage a successful, proven product, as our ability to offer network
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report – Chief Executive’s Review analytics is a key attraction of our overall business the impact on you feel is appropriate STRATEGIC REPORT offering to Tier 1 customers. The revenue Group revenue was minimal. / Robust regular deep cleaning contribution from Velocimetrics was Following the year end in September of the office and facilities lower than anticipated, while product 2021, we confirmed our purchase of updates took place and investment new premises for our headquarters We will continue to build and maintain was made in the senior management as planned, funded funded out of meaningful communications team. This coupled whilst operating existing Company cash balances between employees and re- within a COVID-19 environment and a new debt facility of £1.5m establishing corporate culture resulted in a delay in signing new taken post year end. Our head office through a hybrid model. deals and overall a lower revenue will move from the Lumina Building to generation than was expected at Riverside/Braehead in early 2022 after CUSTOMER EXPANSION the time of acquisition. For prudency, two years at our current address. This Our customer base is growing and the goodwill of Velocimetrics has move follows our impressive growth comprises of institutions, both Tier 1 therefore been impaired by £1m in over the past few years. and mid-tier as well as retail. We have the current year. a compelling offering for each of these These larger premises will provide customers, but it is institutional and We have however considerably the necessary space to fulfil in particular Tier 1 institutions which enhanced our offering and this our growth potential while also offer the greatest growth opportunity. is expected to contribute to being able to accommodate our revenue growth moving forward as employees and customers in our Institutional revenue represents 91% evidenced post year end in August new office as we continue to grow. of total revenue, and we expect to by securing a $1.1 million multiyear see this figure increase as we grow analytics deal with a Tier 1 Bank for As a result of the impact of Covid-19, we our Tier 1 customer engagements their Asia deployment .In addition, are introducing and supporting a flexible and continue to add to our we see our analytics product as a ‘hybrid working’ model to Beeks, in line institutional client base. key differentiating factor within the with all government guidelines and proximity cloud solution. see this continuing in the year ahead. We continue to see considerable expansion of the types of customer Our retail offering, which includes We are committed to a short–term we support, with Beeks now catering the Commercial Network Services plan for a COVID-safe return including for banks, brokers, hedge funds, (CNS) business, acquired in May employee communication and crypto traders, exchanges, 2019 experienced higher levels of reassurance about COVID-19 safe insurance organisations, financial churn during the year, due to the measures to ensure we are providing markets technology providers and impact of COVID-19 on smaller a safe working environment for payments providers. organisations and individuals. everyone. Some of these measures As a result of this we are now include: We have now nine Tier 1 customers accelerating the useful life of the at various stages of deployment, customer list over five years rather / Appropriate risk assessments secured both directly and via our than eight years. As this is now a / Access to protective baseline partner IPC, these contributed to considerably smaller part of our measures such as effective hand 18% of overall revenue throughout hygiene facilities / Face coverings to wear where 11the year. Our infrastructure,
12 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report – Chief Executive’s Review Chief Executive’s Review STRATEGIC REPORT connectivity and analytics are Another of our Tier 1 customers, an Having completed the first stages being used to support customers open banking provider, has now of our product investment, our in a range of financial services expanded its initial £1.1m three-year focus for the year ahead will be on activities. Typically these services contract, to 180% of the original sales execution and delivery for are trialled in one data centre commitment, again with further our customers. Whilst we continue before being rolled out to additional expansion opportunities ahead. to assess the ongoing impact Beeks locations. Of note in the year of Covid-19 on our business and has been the expansion of two of FUTURE GROWTH AND OUTLOOK operations, and the pipeline of our earliest Tier 1 customers. The prospects for Beeks have never opportunities will take time to been more promising. The successes convert, this pipeline is at a record We completed the successful full with our Tier 1 clients means we are level which combined with the deployment of the first stage of now recognised as an established expansion opportunities within our an annualised $1m global private technology provider to financial current customer base gives us Cloud solution for a global financial markets, with a track record and confidence in another strong year markets technology provider which compelling reference clients, of growth ahead. has subsequently been extended providing us with a strong foundation to further geographies. Committed to drive our business forward. GORDON MCARTHUR contract revenue at the year end Chief Executive Officer was $3m of annualised revenue 24 September 2021 and further reached $3.7m by the end of August 21 with further expansion anticipated thereafter.
Beeks Financial Cloud Group PLC Strategic Report – Financial Review For the year ended 30 June 2021 Financial Review Key Performance Indicator Review 2021 2020 Growth Revenue £11.62m £9.36m 24% STRATEGIC REPORT ACMRR £13.8m £11.2m 23% Underlying Gross margin 49.6% 50.8% (1%) Underlying EBITDA* £4.14m £3.33m 24% Underlying EBITDA margin* 35.7% 35.6% 0% Underlying profit before tax** £1.61m £1.43m 12% Underlying EPS (note 24) ** 3.14p 2.52p 25% Dividend per share 0.20p 0.35p (43%) ^ Underlying gross margin is statutory gross margin excluding other income and acquired amortisation costs * Underlying EBITDA is defined as earnings before amortisation, depreciation, finance costs, acquisition costs, share based payments, taxation and exceptional costs. ** Underlying profit before tax and underlying EPS excludes amortisation on acquired intangibles, acquisition costs, share based payments and exceptional non-recurring costs. REVENUE GROSS PROFIT 1 space. The Group has continued FY21 was a good year in terms of Underlying gross profit earned to invest in developing innovative revenue growth. Group revenues increased 21% to £5.76m (2020: technology solutions such as the grew by 24% to £11.62m (2020: £4.75m), with gross margin largely customer portal and the network £9.36m), through the combination similar to last year. Following the automation project, and has of continued organic growth and seven new Data centres last year, incurred internal net capitalised the full year impact of last year’s we added Toronto this year and development costs to date of acquisition of Velocimetrics (now now have presence in all of the £2.74m (2020: £1.34m). referred to as Beeks Analytics). The strategic financial hubs across the analytics business contributed world. The Group has continued OTHER OPERATING EXPENSES £1.3m revenue to the overall Group. to invest in capacity to support Operational costs, which are Refer to page 75 for a further our increased revenues and defined as operating expenses less breakdown of The Group’s revenues customer growth. In relation to exceptional costs, share based 93% of revenues were recurring with sales growth, fixed asset investment payments and non-recurring Tier 1 customers now representing and therefore depreciation has costs, have increased by £0.8m 18% of delivered revenue (2020: 11%). increased at a higher rate, partly as we support both a growing due to the timing of sales order to and more mature customer base revenue recognition and the longer and to gear up for future growth sales cycle we have seen in the Tier plans. Overall, they increased by 13
14 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Financial Review Financial Review STRATEGIC REPORT 27% to £3.9m (2020: £3.0m). Our Year ended Year ended headcount over the year has grown 30 June 2021 30 June 2020 to 80 2020: 65. We had an average PROFIT BEFORE TAX £’000 £’000 headcount of 73 throughout the Profit before tax for the year year (2020: 41) therefore gross Add back: 1,255 678 staff costs have increased by Acquisition costs/post acquisition £1.9m, from £2.5m to £4.4m. A high integration costs 140 205 proportion of recruitment has been Share Based payments across our software development Other Non-recurring costs 546 312 function to support our Proximity Amortisation of acquired intangibles 165 61 Cloud development therefore net 806 237 staff costs (after capitalisation) has increased by 11%. We have recruited in some other key areas including sales and HR. Most of our recruitment has been to support future product and sales growth with a relatively small increase in support staff given our automation and self-service strategy. Earnings before interest, tax, Impairment of goodwill 994 - depreciation, amortisation and (1,989) - exceptional non-recurring costs Deduct: (309) (59) (“Underlying EBITDA”) increased by 24% to £4.14m (2020: £3.33m). The Write back of contingent growth in Underlying EBITDA has consideration been driven by continued organic revenue growth. Grant income Underlying EBITDA, underlying Underlying profit for the period 1,608 1,434 profit before tax and underlying earnings per share are alternative Underlying Profit before tax increased to £1.61m (2020: £1.43m). performance measures, considered by the Board to be a better reflection of true business performance than statutory measures only.
Beeks Financial Cloud Group PLC Strategic Report - Financial Review For the year ended 30 June 2021 TAXATION business. Notwithstanding our solid The earn out deal was structured STRATEGIC REPORT The effective tax rate (‘ETR’) for the balance sheet, the expected growth in a way that missing the revenue period was -27.81%, (2020: 15.2%). and investment into the business targets was binary and that not over the next few years, driven by achieving the targets would mean The ETR has substantially reduced in Proximity Cloud has led us to take a pay out to the previous owners the current year. The overall effective the decision that cash would be of nil. The quantum and timing of tax rate has benefitted from the better re-invested in the business to the new deals, of which one was non-taxable element of contingent compound growth for the benefit of signed post year end, was key in consideration, deferred tax on share shareholders in the medium term. achieving the minimum revenue options not previously recognised and Therefore subject to shareholder earn out target. The contingent prior year adjustments for R&D claim. approval at the forthcoming Annual consideration of £2m therefore General Meeting, future dividend is fully released to the income EARNINGS PER SHARE AND distributions are expected to be statement this year. DIVIDENDS put on hold. Underlying earnings per share Having performed a full impairment increased 25% to 3.14p (2020: 2.52p). CONTINGENT CONSIDERATION assessment including modelling Underlying diluted earnings per share Following the acquisition of VMX projected cash flows, weighted increased to 2.99p (2020: 2.45p). (now Beeks Analytics) last year, sales pipeline, with appropriate The Group pr ovided for the discount rates and a range of Basic earnings per share increased likelihood of an earn out target sensitivities and analysis of CGU’s, to 3.07p (2020: 1.13p). The significant being met during this financial it was concluded that prudently increase in basic EPS has benefitted year. This earn out was based the goodwill was impaired by £1m. from the gain on the revaluation on achieving a very challenging of the contingent consideration in performance target for this year We fully expect the Beeks Analytics statutory profit after tax and the tax only, which has not been met. business to be an integral part of credit in the year. Diluted earnings our business going forward and the per share has also increased to 3.07p The revenue contribution from pipeline across the customer base driven by the increased underlying Velocimetrics was lower than and product suite remains strong, profitability and tax credits (2020: 1.13p). anticipated, while product updates as evidenced post year end in took place and investment was August by securing a $1.1 million Following consultation with our made in the senior management multiyear analytics deal with a Tier 1 shareholders during our equity team. This coupled whilst operating Bank for their Asia deployment. raise in April, the Board has decided within a COVID-19 environment to change our dividend policy resulted in a delay in signing new We continue to invest in the which has been in place since deals and overall a lower revenue Analytics team, operations and our IPO in November 2017. For generation than was expected at product, as our ability to offer the last few years we have been the time of acquisition. network analytics is a key attraction paying a modest dividend whilst of our offering to Tier 1 customers. continuing to re-invest in our We also believe the analytics 15
16 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Financial Review STRATEGIC REPORT product to be an integral part of Enterprise Grant award of which £2.2m which matures in December the new proximity cloud offering. £0.6m was recognised against 2022. Our net cash at the end of the the software intangible for the year is £1.89m (30 June 2020: net STATEMENT OF FINANCIAL year. Investment in property, debt £0.75m) and gross borrowings POSITION AND CASH FLOWS plant and equipment was again at £1.49m are 0.36x Underlying The statement of financial position significant with over £4.7m (2020: EBITDA of £4.15m which we believe shows an increase in total assets £2.8m) of additions throughout our is a very comfortable level of debt to £22.9m (2020: £16.8m). Our Equity expanding global network made to carry given the recurring revenue Raise in April 2021 saw us strengthen during the year. business model and strong cash our balance sheet by raising net generation. proceeds of £4.8m to fund the next During the year we moved banks stage of our growth and to finance from Royal Bank of Scotland to At 30 June 2021 net assets were our Proximity Cloud offering. We Barclays, repaying historic terms £13.8m compared to net assets referred to 2021 as our “Year of loans of £1.8m and replacing them of £6.7m at 30 June 2020. Product” and have made significant with a new loan at more favourable investment in our self-service portal terms. We also now have access to and network automation projects a new revolving credit facility of of £2.0m (2020: £0.8m), offset by depreciation and amortisation and further helped by the Scottish FRASER MCDONALD Chief Financial Officer 24 September 2021
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties Principal Risks and Uncertainties BOARD party anti-DDOS option / Software failures or viruses STRATEGIC REPORT Risk identification and / External testing and reporting / Acts of war or terrorism management continues to be a key of cyber and IT infrastructure and role for the Board. The Board has controls, including DDoS Operational stability and overall responsibility for The Group’s / External security audit on cyber performance is the highest priority for risk management, processes security management and our technical staff and management and reporting. Risk management controls with full review identifying who take steps to make continuous processes and internal control no major issues systems improvements on a regular procedures are the ultimate / Obtained ISO 27001 (Information basis. Examples that assist in responsibility of the Board. Security Management) mitigation of the risks are: certification on 21st August 2021. AUDIT COMMITTEE This certification proves Beeks / Upgrade and enhancement of The Audit Committee has Financial Cloud has structured its network infrastructure to improve responsibility for assessing and IT and cyber security to effectively stability and resilience challenging the robustness of manage risks and demonstrates / Introduction of improved the internal control environment. to customers our robust policies monitoring tailored to our systems, It directs and reviews local protect against todays big cyber services and client base management and Group finance threats to protect information and / Program of work to standardise reports on internal control and risk infrastructure operating systems on network management throughout the year, / IT and cyber risk framework and server infrastructure and reports the principal risks to implemented and approved / Consultation for a deep dive the Board. review of IT Infrastructure and b) Key systems failure, Security RISKS RELATING TO BEEKS disruption and interruption / Board Level focus on these risks AND ITS BUSINESS Beeks’ position as a Cloud hosting and mitigations a) Cyber Risk service provider exposes The An information security breach or Group to risk in the event that its c) Actions of third parties cyber-attack resulting in loss or technology or systems experience and suppliers theft of data, content or intellectual any form of damage, interruption or The Company is reliant to an property could affect service to failure. This could result in a lack of extent on third parties and our clients and cause reputational confidence in The Group’s products, suppliers, including Data centres, damage. The risk is perceived to with a consequential material internet service providers and have increased due to the higher adverse effect on The Group’s trading venues. A breach or number of cyber-attacks globally. business, financial condition, disruption in these relationships Distributed Denial of Service (DDOS) prospects and operations. Many of could be detrimental to the future attacks are a particular concern the vulnerabilities are not in Beeks business, operating results and/or due to the nature of our systems control, such as: profitability of the Company. and client base. Mitigations include: / Natural disasters 17 / Improved internal anti-DDOS / Power loss infrastructure / Third party telecommunication / Continuation of break-glass third failures
18 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties Principal Risks and Uncertainties STRATEGIC REPORT This risk is being mitigated by: operates a progressive and changing client requirements. / For key infrastructure supply, competitive remuneration policy We continue to be dynamic and we now have multiple vendors in which includes share incentives consistently competitive on price place for each commodity so that and that the future development service to our clients should not and implementation of this f) The Group relies on, inter alia the be affected with a disruption in policy will play an important part internet and broadband internet the relationship or service with any in retaining and attracting key access and the development one vendor management personnel and maintenance of internet and / Larger suppliers have been telecommunications infrastructure replaced with smaller more e) Competition by third parties dynamic vendors better suited The Group’s competitors include to our business model. This generic data providers which, in The delivery of The Group’s reduces the risk of supply chain many cases, are significantly larger products and services depends and service affecting issues enterprises with greater financial on third party telecommunications by forging closer relationships and marketing resources. There may and internet service providers to and better understanding of also be new entrants to the market, continue to expand high-speed our requirements and working for example a trading platform internet access, to maintain practices provider could change its strategy reliable and efficient networks / We engage with our suppliers and become a competitor. There with the necessary speeds, quality on a regular basis to ensure can be no guarantee that The of service, capacity and security. healthy ongoing relationship Group’s current competitors or new Deterioration in the infrastructure and to identify and resolve any entrants to the market will not bring may adversely affect the ability potential issues superior technologies, products or or willingness of clients to use services to the market or equivalent The Group’s services. In addition, d) Reliance on key individuals products at a lower price which may increasing traffic, user numbers The Group’s business, development have an adverse effect on The Group’s or bandwidth requirements and prospects are dependent on a business. This risk is being mitigated by: may result in a decline in small number of key management / Beeks continues to win business internet or telecommunications personnel. The loss of the services from existing competitors and performance and/ or internet or of one or more of such key has a very low client cancellation telecommunications reliability management personnel may have rate. The quality of service and may decline. Internet or an adverse effect on The Group. The price of our products has allowed telecommunications outages, Group’s ability to develop its business us to grow historically without the intermittent disruptions or delays and achieve future growth and financial and marketing resources could adversely affect The Group’s profitability will depend in large part of some other companies. We ability to provide services to its on the efforts of these individuals and are now focused on marketing clients. All of these factors are out The Group’s ability when required efforts that will allow The Group to of The Group’s control. This risk is to attract new key management compete on more fronts being mitigated by: personnel of a similar calibre. This risk / Beeks regularly reviews its is being mitigated by: product and service range and / Beeks have continued to augments its offerings in line with increase the total available / The Directors believe The Group telecommunications bandwidth
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties globally and introduce additional blogs, newsletter and press that the appropriate levels of STRATEGIC REPORT telecommunications and internet releases that promote a positive resource are in place to maintain providers to mitigate the risk of image of the Beeks brand the quality of service expected by a degraded service from one or our clients. This risk is managed more providers i) The Group’s counterparties by having a core of highly skilled may become insolvent or their permanent staff along with a pool g) Achievement of strategic aims circumstances may change of temporary staff that can be The value of an investment in There is a risk that parties with brought in at short notice to help at The Group is dependent on The whom The Group trades or has times of high volume. We continue Group achieving its strategic aims. other business relationships to supplement these resources by While the Directors are optimistic (including partners, clients, engaging international businesses about the prospects for The Group, suppliers, subcontractors and to operate within our technology there is no certainty that it will be other parties) may become platform, giving us further variable capable of achieving its strategy insolvent or their circumstances cost capacity. or the anticipated revenues or may change, particularly given The use of technology helps growth or that it will ultimately the current climate. In the event mitigate this risk by streamlining become profitable on a sustainable that a party with whom The Group processes as much as possible basis. The Group’s future operating trades becomes insolvent or if and enabling efficient access to a results will be highly dependent their circumstances change, this large, global and scalable pool of upon how well it manages its could have an adverse impact on independent contractors. planned expansion strategy and the revenues and profitability of The the timeframe within which that Group. This risk is being mitigated by: 19 strategy is executed. This risk is being mitigated by: / Beeks policy is that no client should represent more than ten /Beeks strategic aims are per cent of Group revenue without regularly reviewed and tracked so Board approval. This reduces the that the activities of the technical, potential impact to The Group marketing and financial resources of any one client’s change in are closely aligned relationship with the business / For key infrastructure supply, h) Damage to The Group’s we now have multiple vendors in reputation or brand place. This reduces the potential The Beeks brand may be negatively impact to The Group of any one affected by any negative publicity, supplier’s change in relationship commentary on social media with the Business platforms or weblogs, regardless of accuracy. This risk is being j) Other Operational risks mitigated by: The greatest operational risk remains as the management of / Beeks have introduced any unexpected peaks or troughs marketing strategies including in service orders and ensuring regular social media and website
20 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties Principal Risks and Uncertainties STRATEGIC REPORT SECTION 172(1) STATEMENT Initiatives in extending benefits professionally, is embedded in The Directors consider, both in kind for all employees and The Group’s culture and is led by individually and collectively, that they greater candidate and employee example by the Directors. The need have taken decisions in a manner engagement have moved the to act fairly between members they consider, in good faith, would be Group forward during the year. of The Group: no single set of most likely to promote the success stakeholders is prioritised over other of The Group for the benefit of its c) The need to foster business stakeholders and all decisions are shareholders, having regard to the relationships with suppliers, made trying to be equitable to matters set out in s172(1)(a-f) of the customer and others; The Group all members. Companies Act 2006. This is detailed regularly meets with key suppliers in the Corporate Governance Report and customers to review operations The Board held twelve board on pages 33 to 43 and below: and explore mutually beneficial meetings in the year to address and future actions. meet its obligations under Section a) The likely consequences of 172 of the Companies Act 2006. any decision in the long-term: the d) The impact of The Group’s The following table covers the key long-term success of The Group is operations on the community and decisions made during the year and always a key factor when making the environment: the impact on both the stakeholder group(s) impacted strategic decisions. the community and the environment by these decisions. is factored in to The Group’s decision b) The interests of The Group’s making process. employees: our employees are the main asset of The Group and their e) The Group’s reputation for high wellbeing and development are at standards of business conduct: the heart of strategy for success. integrity, both personally and
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties Key Impact Key Decision Made Key Stakeholder Group’s impacted Long term Strategy Each year, the Board approves the budget of the Group and Shareholders, STRATEGIC REPORT and Acquisitions reviews the Group’s strategy and growth plans. The Board Employees, considers mergers and acquisitions as part of the long term growth Customers, strategy and continually reviews the market for opportunities. Suppliers During the year, the board reviewed the strategy and launch timelines of the new proximity cloud offering and its potential opportunities to both existing and new customers. Performance On a monthly basis, the Board reviews the trading performance Shareholders, of the Group of the Group with detailed Board reports provided by the Employees, including financial CFO covering trading in the month and year to date, with Customers, performance performance monitored against internal budget, external market Suppliers, forecast and the previous financial year. Environment At each Board meeting, the Board also receives detailed Board reports covering commercial, operational and HR matters prepared by senior managers of the business. These reports cover sales and forecast pipeline, customers and suppliers, data centre activity and various aspects of operational performance and key employee activities. During the year the Board continually assessed the performance of the analytics business against the second year earn out target. The board review the impact on the revaluation of the contingent consideration and the resultant release to the profit and loss. The board also considered, as a direct result, that this a potential impairment indicator for the goodwill attributed to the acquisition. The Board reviews the dividend policy and approves the interim and annual dividends taking into account the results and financial position of the Group, including the impact of Covid-19. The Board discussed the dividend policy during the year, taking cogniscence of the Group’s growth plans and investment. The Board considered the current dividend policy as being subject to change if this was welcomed by shareholders. 21
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Strategic Report - Principal Risks and Uncertainties Key Impact Key Decision Made Key Stakeholder Group’s impacted Governance, Regulatory The Board reviews and approves the results announcements and Shareholders, requirements trading updates, the half year report and annual report and the Employees, and Risk AGM statement. The Board receives regular briefings from the Chief Customers, Executive Officer and Chief Financial Officer and the Operations Suppliers, board members. Environment The Board takes regulatory responsibilities seriously and is STRATEGIC REPORT committed to ensuring that it is open and transparent with regulators. In the current year, the Board met with our nominated adviser to obtain an update on changes to AIM rules and market abuse regulations to ensure Beek’s compliance with requirements. In the current year, the Board has received updates on the internal control framework and the Group risk register and the continued compliance with the ISO27001 accreditation. Risk control documents are presented at Board meetings on the Group’s key risks which include an updated assessment of controls and improvement actions required in respect of each major risk. The Group has recruited a Head of HR and Talent Management in the current year and the board has been presented with employee strategies including growth, upskilling and employee retention. As noted in the Chief Executive Officer’s report on page 9, Principal Risks and Uncertainties on page 17 and the Corporate Governance report on page 33, the Board has formally considered the risk mitigating measures as a result of Covid-19. In December 2020, a new trading arrangement was concluded between the United Kingdom and the European Union. The Group have undertaken a detailed assessment of the impact of the Group, our operations and supply chain which was presented to the Board. Although the Group has been slightly impacted with getting goods across the borders, it does not expose significant risks or impact as a result of the new trading agreement in place. This will be continually monitored over the coming year. The strategic report on pages 4 to 23 has been approved by the board and signed on its behalf by: GORDON MCARTHUR 23 Chief Executive Officer 24 September 2021
24 Beeks Financial Cloud Group PLC Board of Directors For the year ended 30 June 2021 Board of Directors MARK CUBITT Mark has extensive multinational Jacobs Engineering and was finance NON-EXECUTIVE CHAIRMAN experience gained over the last director of Babtie Group until the AGE 58 35 years, including 24 years in the sale of the company to Jacobs PLC environment and eight years Engineering in 2004. During his time GOVERNANCE as chief financial officer at Wolfson at Jacobs he also sat on the board Microelectronics plc until its sale to of highways maintenance firm BEAR Cirrus Logic in August 2014. Mark is Scotland and was its chairman currently non-executive chairman of in 2006. Mark has also worked at AIM listed Concurrent Technologies Denholm Oilfield Services Limited, plc and a non-executive director of Dawson International plc, Christian private company RHA Technologies Salvesen plc and its then subsidiary Ltd based in Glasgow. Previously Aggreko. Mark is a Chartered Mark was non-executive chairman Accountant and a member of the of Superglass Holdings plc and was Association of Corporate Treasurers, part of the team that turned around and has a degree in Accountancy the business before its sale in 2016. and Computer Science from He also served as VP of finance at Heriot-Watt University. GORDON MCARTHUR, Gordon McArthur founded Beeks in an IT specialist for IBM software CHIEF EXECUTIVE OFFICER 2010 having become increasingly platforms. During his time at IBM AGE 45 frustrated by the lack of low latency Gordon worked in both financial trading infrastructure available. He services and the industrial sector has since grown the business from and initially on SME businesses but a three man start up to its current, latterly covering IBM’s largest globally profitable form. Gordon’s career in integrated accounts in the Oil and software and IT solutions businesses Gas sector. Gordon has a BA (Hons) spans 20 years during which time in Risk Management and a Masters he has held commercial and in Business Information Management managerial roles at IBM and Versko, from Glasgow Caledonian University.
Beeks Financial Cloud Group PLC Board of Directors For the year ended 30 June 2021 FRASER McDONALD, Fraser McDonald has over 20 years’ Commercial Manager and Head of CHIEF FINANCIAL OFFICER experience in finance, management Finance at ACCESS LLP (subsidiary of AGE 46 and consulting roles. Having Serco Group PLC). Fraser joined Beeks commenced his finance career and on a consultancy basis in March 2016 WILLIAM MELDRUM, management accountancy training to support the company through the NON-EXECUTIVE DIRECTOR (CIMA) with National Australia Group, AIM admission process, before being AGE 53 Fraser has gained experience appointed on a permanent basis as working for global organisations Group Financial Controller in March such as Royal BAM Group, Lactalis 2017, and then Chief Financial Officer McLelland, and Serco Group PLC in October 2018. Fraser has a BA across different industries including (Hons) in Finance from the University Banking, Manufacturing and of Strathclyde, and a PgDip in Construction. Fraser has been in the Information Technology from the Technology sector since 2009, where University of Paisley. he has held senior roles including William Meldrum is a senior vice managing the bank’s interests GOVERNANCE president, employee experience across a portfolio of investments with and chief of staff at IHS Markit, a a key focus on industry consortia, world leader in critical information electronic trading systems and data. and data analytics. Prior to joining Will holds an MA from the University Markit in 2005, Will worked at of Edinburgh and an MBA from Deutsche Bank for four years London Business School. KEVIN COVINGTON, Kevin has had more than 30 years’ prior to its acquisition by Beeks, NON-EXECUTIVE DIRECTOR experience working internationally Velocimetrics. Previous positions AGE 62 in the financial services industry include CEO of a VC backed for both vendors and banks, with Australian technology company, a particular focus on M&A and Metamako, which was acquired by advisory. Kevin currently runs a Silicon Valley based Arista Networks boutique advisory firm, Change in late 2018 and CEO at technology Alley, which helps develop and grow company ITRS Group Limited. For organisations in the fintech sector. a number of years Kevin has been Kevin also acts as an adviser and ranked in the top 40 most influential mentor to a number of companies people in Trading Technology by the in the sector, including Adaptive Institutional Investor Magazine. Financial Consulting, KA2, Enyx and, 25
26 Beeks Financial Cloud Group PLC Directors’ Report For the year ended 30 June 2021 Directors’ Report GOVERNANCE RESULTS AND DIVIDENDS RESEARCH AND DEVELOPMENT INSURANCE FOR DIRECTORS AND The Group’s audited financial The Group develops cloud OFFICERS statements for the year ended computing products including public, The Company has purchased and 30 June 2021 are set out on pages private and proximity solutions. maintains appropriate insurance 58 to 93. The Group’s profit for the cover against legal action brought year after tax amounted to £1.6m. FUTURE DEVELOPMENTS against Directors and officers. (2020: £0.58m). The Group’s business activities, together with the factors likely FINANCIAL RISK MANAGEMENT The Directors will propose, at to affect its future development, OBJECTIVES AND POLICIES the forthcoming AGM, to amend performance and position are set The Group uses various financial the dividend policy following a out in the Strategic Report on instruments which include cash, consultation with shareholders. pages 4 to 23. leases, bank loans and items No final dividend is expected to such as trade debtors and trade be paid for the year ended 30 DIRECTORS AND THEIR INTERESTS creditors that arise directly from June 2021 (2020: 0.35p). An interim The present membership of the its operations. The main purpose dividend was paid during the year Board is set out on pages 24 and 25 of these financial instruments is 0.20p per share. and the Directors who served during to raise finance for The Group’s the year are listed on page 39. Details operations. The main risks arising POST BALANCE SHEET EVENTS of Directors’ interests in The Group’s from The Group’s financial Beeks headquarters will move from shares are set out below. instruments are credit risk, liquidity the existing leased office to the risk, exchange rate risk and nearby Riverside Business Park, Gordon McArthur and his beneficial interest rate risk. The Directors King’s Inch Road, Braehead, PA4 8YU interests (including those of their review these risks on an ongoing in early 2022. In September 2021, The immediate families) in the Company’s basis. This policy has remained Group finalised the purchase of the £0.00125 ordinary share capital unchanged from previous years. property for £2.1m which was funded are detailed in the substantial Further information on financial risk out of existing Company cash shareholdings table further below. The management is disclosed in note balances and a new debt facility beneficial interest of the other directors 15 of The Group accounts. secured on the property of £1.5m. are detailed in the table below: Mark Cubitt 2021 2021 2020 2020 William Meldrum Shares Options Shares Options Fraser McDonald 70,707 - 70,707 - 23,500 - 23,500 - 44,118 713,369 - 651,667
Beeks Financial Cloud Group PLC Directors’ Report For the year ended 30 June 2021 CREDIT RISK foreseeable needs and to invest there has been a limited impact GOVERNANCE Credit risk is managed on a cash assets safely and profitably. on Beeks’ trading from Covid-19. Group basis. Credit risks arise from We take great comfort from the cash and cash equivalents and EXCHANGE RATE RISK resilience of our business model deposits with banks and financial The Group monitors its exposure to and are fortunate that we are institutions, as well as credit exchange rate risk on an ongoing not significantly exposed to the exposures to customers, including basis. The Group has minimal industries that are suffering the outstanding receivables and exposure to foreign exchange risk worst effects. The level of customer committed transactions. as a result of natural hedges arising churn across our business has between sales and cost transactions. remained low and cash collection The Group’s credit risk is primarily Details of exchange rate exposure has been in line with our typical attributable to its trade receivables. balances are disclosed in note 15 of profile. We do however remain It is the policy of The Group to The Group accounts. vigilant to the economic impact present the amounts in the the ongoing situation may create, balance sheet net of allowances INTEREST RATE RISK particularly on the SME segment for doubtful receivables, estimated The Group has limited exposure of the market. by The Group’s management to interest rate risk in respect of based on prior experience and the cash balances and long-term Note 1 to the financial statements current economic environment. borrowings held with banks and includes The Group’s objectives, The Group reviews the reliability other highly rated counterparties. policies and processes for of its customers on a regular All loans and leases are at fixed managing its capital; its financial basis; such a review takes into rates of interest therefore The risk management objectives; account the nature of The Group’s Group does not have exposure to details of its financial instruments trading history with the customer. interest rate risk. and hedging activities; and its The credit risk on liquid funds is exposures to credit risk and limited because the majority of GOING CONCERN liquidity risk. funds are held with two banks with The Group’s business activities, high credit ratings assigned by together with the factors likely 27 international credit-rating agencies. to affect its future development, performance and position are set Management does not expect out in the Strategic report on pages any losses from non-performance 4 to 23 including the potential impact of these counterparties. None of of Covid-19. The financial position the Group’s financial assets are of The Group, its cash flows, liquidity secured by collateral or other position and borrowing facilities credit enhancements. are described in the Chief Financial Officer’s Report on pages 13-16. LIQUIDITY RISK The Group seeks to manage In the seventeen months since financial risk by ensuring sufficient the response to the Covid-19 liquidity is available to meet pandemic was initiated in the UK,
28 Beeks Financial Cloud Group PLC Directors’ Report For the year ended 30 June 2021 Directors’ Report GOVERNANCE The directors are of the opinion that assessment period. Within these each financial year. Under that law The Group can operate within their scenarios, we have taken into the directors have to prepare the current debt facilities and comply consideration the acquisition of financial statements in accordance both with its gross borrowings to the property referenced in the with international accounting adjusted EBITDA and minimum subsequent events section. After standards in conformity with the adjusted cash banking covenants. making enquiries, the directors requirements of the Companies At the end of the financial year, have a reasonable expectation Act 2006 and have chosen to The Group had net cash of £1.89m that The Group will be able to meet prepare the Parent Company (2020: Net debt £0.75m) a level its financial obligations and has financial statements in accordance which the Board is comfortable with adequate resources to continue with United Kingdom Generally given the strong cash generation in operational existence for the Accepted Accounting Practice of The Group and low level of debt foreseeable future. For this reason Financial Reporting Standard 101, to EBITDA ratio. The Group was in they continue to adopt the going ‘Reduced Disclosure Framework’ compliance with all covenants under concern basis in preparing the (FRS 101). Under company law its banking facility arrangements financial statements. the directors must not approve throughout the reporting period. the financial statements unless The Group has a diverse portfolio AIM RULE COMPLIANCE REPORT they are satisfied that they give of customers with relatively low Beeks Financial Cloud PLC is quoted a true and fair view of the state customer concentration split across on AIM and the Company has of affairs and profit or loss of the different geographic areas. As a complied with AIM Rule 31. Further company and group for that consequence, the directors believe information on AIM compliance period. In preparing these financial that The Group is well placed to is explained in the Corporate statements, the directors are manage its business risks. Governance Report on pages 33 to 43. required to: The directors have considered The STREAMLINED ENERGY AND / select suitable accounting Group budgets and the cash flow CARBON REPORTING policies and then apply them forecasts for the next two financial As the Company does not meet consistently; years, and associated risks, including the medium sized threshold, the / make judgements and the potential impact of Covid-19, and directors are not required to disclose accounting estimates that are the availability of bank and leasing the reporting requirements of SECR. reasonable and prudent; facilities. We have run appropriate / state whether applicable scenario and stress tests applying DIRECTORS’ RESPONSIBILITIES international financial reporting reasonable downside sensitivities STATEMENT standards adopted pursuant to and are confident we have the The directors are responsible for Regulation (EC) No 1606/2002 as resources to meet our liabilities as preparing the Strategic Report and it applies in the European Union they fall due including mitigating Directors’ Report and the financial and international accounting actions to take should some loan statements in accordance with standards in conformity with the facilities not be made available applicable law and regulations. requirements of the Companies at the end of current terms, which Act 2006 have been followed for is December 2022 and coincides Company law requires the directors The Group financial statements with the end of management’s to prepare financial statements for and whether United Kingdom / Generally Accepted Accounting
Beeks Financial Cloud Group PLC Directors’ Report For the year ended 30 June 2021 Practice FRS 101 (United Kingdom The directors confirm that: INDEPENDENT AUDITOR AND GOVERNANCE Accounting Standards and / so far as each director is DISCLOSURE OF INFORMATION TO applicable laws) have been aware, there is no relevant AUDITOR followed for the Parent Company audit information of which the This information is given and should financial statements, subject to company’s auditor is unaware; be interpreted in accordance any material departures disclosed and with the provisions of s418 of the and explained in the financial / the directors have taken all the Companies Act 2016. statements. steps that they ought to have taken as directors in order to make AUDITOR The directors are responsible for themselves aware of any relevant A resolution to reappoint the auditor, keeping adequate accounting audit information and to establish Grant Thornton UK LLP and to records that are sufficient to that the company’s auditor is authorise the Directors to agree their show and explain the company’s aware of that information. remuneration will be placed before transactions and disclose with the forthcoming Annual General reasonable accuracy at any time The directors are responsible for the Meeting of the Company. the financial position of the company maintenance and integrity of the and enable them to ensure that the corporate and financial information By order of the Board. financial statements comply with included on the company’s the Companies Act 2006. They are website. Legislation in the United also responsible for safeguarding the Kingdom governing the preparation assets of the company and hence and dissemination of financial for taking reasonable steps for the statements may differ from prevention and detection of fraud legislation in other jurisdictions. and other irregularities. FRASER MCDONALD Chief Financial Officer 24 September 2021 29
30 Beeks Financial Cloud Group PLC Report on Remuneration For the year ended 30 June 2021 Report on Remuneration GOVERNANCE DIRECTORS’ REMUNERATION also makes recommendations to some senior management, REPORT FOR THE YEAR ENDED 30 to the Board on proposals for the including executive directors, under JUNE 2021 granting of share options and the Company’s Staff Long term On behalf of the Board, I am other equity incentives pursuant incentive scheme (LTIP). In granting pleased to present the Directors’ to any employee share option these options, the Remuneration Remuneration Report for the year scheme or equity incentive plans Committee’s objective was to ended 30 June 2021 which sets out in operation from time to time. attract, motivate and retain key our Directors’ Remuneration policy The Remuneration Committee staff over the long term, designed and provides details of amounts meets as and when necessary. to incentivise delivery of the earned by Directors in respect of The Remuneration Committee company’s growth objectives. the year ended 30 June 2021. comprises the Chairman and the Non-Executive Director and is As the Company is listed on the chaired by Mark Cubitt. NON-EXECUTIVE DIRECTORS Alternative Investment Market it The Board, based on a is not required to comply with the REMUNERATION recommendation by the Chairman provisions of the UK Corporate COMMITTEE REPORT of the Remuneration Committee Governance Code 2018 (“Code”) The Remuneration Committee or, in the case of the Chairman, the issued by the Financial Reporting reviews the performance of the remainder of the Board determines Council, however, we continue to executive directors and makes the remuneration of the Non- provide disclosures in addition recommendations to the Board Executive Director. to that which is required by AIM on matters relating to their Rule 19 on a voluntary basis to remuneration and terms of service. SERVICE CONTRACTS enable shareholders to understand The Remuneration Committee The Executive Directors have and consider our remuneration also makes recommendations entered into service contracts with arrangements. If this was to the Board on proposals for the The Group that are terminable by prepared under the Companies granting of share options and either party on no less than three Act, additional disclosures would other equity incentives pursuant months’ prior notice. be required in order to meet the to any employee share option requirement. scheme or equity incentive plans SHARE OPTIONS in operation from time to time. Share options were awarded to REMUNERATION COMMITTEE The Remuneration Committee staff (including Directors) during The Remuneration Committee meets as and when necessary. the year in accordance with operates within defined The Remuneration Committee the Company’s LTIP (Long Term terms of reference. The comprises the Chairman and Incentive Plan). The details of Remuneration Committee the Non-Executive Director and is these are disclosed in Note 20. reviews the performance of the chaired by Mark Cubitt. executive directors and makes recommendations to the Board During the period under review the on matters relating to their Remuneration Committee met two remuneration and terms of service. times and has granted options over The Remuneration Committee ordinary shares in the company
Beeks Financial Cloud Group PLC Report on Remuneration For the year ended 30 June 2021 Director’s Remuneration Basic Benefits Total Pension 2021 salary In kind ^ £’000 £’000 Executive directors £’000 £’000 Gordon McArthur 1 Fraser McDonald^ 30 - 30 3 104 43 147 - Non-executive directors 35 - 35 - GOVERNANCE Mark Cubitt 35 - 35 - William Meldrum 17 - 17 4 Kevin Covinton* 221 43 264 Total 2 3 2020 60 - 60 Executive directors 96 - 96 - Gordon McArthur - Fraser McDonald^ - 5 Non-executive directors 31 Mark Cubitt 35 - 35 William Meldrum 35 - 35 Christopher Livesey* 32 - 32 Total 258 - 258 * Chris Livesey resigned from the board on 27 May 2020 and Kevin John Covington was appointed on 23 December 2020 ^ Benefits in kind includes the amount of gains realised on the exercise of share options during the year.
32 Beeks Financial Cloud Group PLC Report on Remuneration For the year ended 30 June 2021 Share Options awarded to the Director, Fraser McDonald are shown below: Date Share Vesting Lapse Exercise of Grant Options Date Date Price (£) Fraser McDonald 6 Sept 18 68,627 6 Sept 21 6 Sept 28 0.00125 Fraser McDonald 17 Oct 19 538,922 17 Oct 22 17 Oct 29 0.00125 Fraser McDonald 09 Oct 20 105,820 9 Oct 23 17 Oct 29 0.00125 During the year ended 30 June 2021, share options exercised by the Director, Fraser McDonald are shown below: Fraser McDonald 6 Sept 18 44,118* 6 Sept 19 6 Sept 28 0.00125 GOVERNANCE The aggregate amount of gains DIRECTORS’ SHARE INTERESTS realised by Directors, who served The Directors’ shareholdings in the during the year, on the exercise of Company is shown in the Directors’ share options during the year was Report on page 26. £43,180 (2020: £nil). For the year ended 30 June 2021, MARK CUBITT share options awards of up to 2.2m Chairman of the Remuneration options have been agreed by the Committee Remuneration Committee as part 24 September 2021 of the LTIP. These options will have a three year vest for senior executives and between two and three years for other staff. As with the previous LTIP arrangements they will be based on challenging performance conditions in line with the existing plan.
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction As chairman of the Board it is and below there is an explanation ultra-low latency compute power GOVERNANCE my responsibility to ensure that of the approach taken in relation in the exceedingly fast-moving the highest standards of corporate to each. The Board considers that capital markets sector. governance are embraced it does not depart from any of the throughout The Group. All members principles of the QCA Code. Beeks provides: of the Board believe strongly in / Managed private, hybrid and the value and importance of good Set out below is an explanation public cloud solutions corporate governance and in at a high level of how The Group / Dedicated and virtual servers The Group’s accountability to all currently applies the principles of that host traders and brokers in of Beek’s stakeholders, including the QCA Code and, to the extent data centres around the world shareholders, staff, contractors, applicable, those areas where The with secure set up clients and suppliers. Group’s corporate governance / Ultra-low latency connectivity structures and practices differ from between clients and key financial The corporate governance the expectations set out in the venues and exchanges framework which The Group QCA Code. / Analytics; traditional operates, including Board software-based solutions or leadership and effectiveness, Board We are confident that our hosted in a Beeks environment remuneration, and internal control approach to corporate governance in key financial data centres is based upon practices which the will underpin the development of a Board believes are proportional strong organisation, well positioned The business model focuses on to the size, risks, complexity and to take the business to the next efficiency and flexibility, offering operations of the business and is phase of growth. our clients the ability to scale up reflective of The Group’s values. Of and scale down as needed. Due the two widely recognised formal PRINCIPLE 1: ESTABLISH A to market fluctuations and the codes, The Group decided, on STRATEGY AND BUSINESS inherent risk involved in algorithmic admission of its shares to AIM in MODEL WHICH PROMOTES trading strategies, this makes our November 2017, to adhere to the LONG-TERM VALUE FOR services highly attractive to clients. Quoted Company Alliance’s (“QCA”) SHAREHOLDERS Corporate Governance Code Beeks Financial Cloud Plc The Group’s strategy can be viewed for Small and Mid-Size Quoted is a leading managed cloud on pages 4 to 23. Companies (revised in April 2018 to computing, connectivity and meet the current requirements of analytics provider exclusively 33 AIM Rule 26). for capital markets and financial services, offering Infrastructure The QCA Code is constructed as a Service (IaaS) to global around ten broad principles and institutional and retail companies a set of disclosures. The Group across multiple asset classes. has considered how it applied each principle to the extent that Beeks’ strategy is to ensure the Board judges these to be maximum security, optimise appropriate in the circumstances, performance and deliver
34 Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction GOVERNANCE PRINCIPLE 2: SEEK TO PRIVATE SHAREHOLDERS market with the latest business news UNDERSTAND AND MEET Communication with private and shareholder updates. Following SHAREHOLDER NEEDS AND shareholders is done via investor major periods of communications, EXPECTATIONS events during the year such as our advisers consolidate feedback, The Group is committed to Mello, IMC and Sharesoc where the on an anonymised basis, from the open communication with all Chief Executive Officer and CFO relevant parties which then forms its shareholders to ensure that present and are available to speak the basis of a briefing pack for its strategy, business model to private investors on a one to the Board to ensure awareness and performance are clearly one basis. This is in addition to the of shareholder opinions. understood. Understanding what Annual General Meeting, where analysts and investors think attendance by shareholders is PRINCIPLE 3: TAKE INTO about us, and in turn, helping encouraged and where the Board ACCOUNT WIDER STAKEHOLDER these audiences understand our is available to answer questions. AND SOCIAL RESPONSIBILITIES business, is a key part of driving our The Notice of AGM is sent to AND THEIR IMPLICATIONS FOR business forward and we actively shareholders at least 21 days before LONG TERM SUCCESS seek dialogue with the market. the meeting. The Chairman of In addition to its shareholders, We do so via investor roadshows, the Board and the committees, the Company believes its main attending investor conferences and together with all other directors stakeholders are its employees and through our regular reporting. attend the AGM and are available clients. The Company dedicates to answer questions raised by significant time to understanding INSTITUTIONAL SHAREHOLDERS shareholders. For each vote, the and acting on the needs and The Directors hold regular meetings number of proxy votes received for, requirements of these groups via with institutional shareholders to against and withheld is announced meetings dedicated to obtaining discuss and review The Group’s at the meeting. The results of the feedback which is then, where activities and objectives. The Chief AGM are subsequently published on appropriate, considered by the Executive Officer and CFO meet the Company’s corporate website. Board and acted upon. institutional investors shortly after the annual and interim results, Specific queries may be raised at The Company believe recruiting and on an ongoing basis as any time by any shareholder by and maintaining highly talented required. Directors also undertake emailing Beeks’ investor relations and motivated staff is key to its consultation on certain matters team at [email protected]. success. All staff have objectives with major shareholders from The team ensures that the person and regular communication with time to time. Through these best placed to address each query management is encouraged as consultations, The Group maintains responds as soon as possible. The part of the Company’s culture. Staff a regular dialogue with institutional Chief Executive Officer is responsible are also encouraged to develop shareholders and analysts. for overseeing day-to-day their skills and budget is always Feedback is reported to the Board communications with shareholders. identified for staff training so that all Directors develop an and development. understanding of the views of The news and investor relations major shareholders. sections of the Beeks website are regularly updated and provide the
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 The Company has low levels of staff Board, including review of strategy More information on The Group’s GOVERNANCE attrition and fosters a culture of plans and annual budgets; principal risks and internal control continuous improvement / Financial results are monitored procedures are set out on pages and innovation. against budgets, forecasts and 17-23. other performance indicators with PRINCIPLE 4: EMBED EFFECTIVE action dictated accordingly at PRINCIPLE 5: MAINTAIN THE RISK MANAGEMENT, each meeting BOARD AS A WELL-FUNCTIONING, CONSIDERING BOTH / A structured approval process BALANCED TEAM LED BY OPPORTUNITIES AND based on assessment of risk and THE CHAIR THREATS, THROUGHOUT THE value delivered; and Subject to the Articles of ORGANIZATION / Operational updates Association, UK legislation and The Board is responsible for risk highlighting any risks and/or any directions given by special management and internal controls, issues are communicated to the resolution, the business of The supported and informed by the Board at Board Meetings by the Group is managed by the Board. executive team. The Board defines Chief Executive Officer and the The Code requires The Group to risk appetite and monitors the COO have an effective Board whose role management of significant risks / Sufficient resource is focused is to develop strategy and provide to ensure that the nature and to maintain and develop leadership to The Group as a whole. extent of significant risks taken by internal control procedures and It sets out a framework of controls The Group are aligned with overall information systems, especially in that allows the Board to apply these goals and strategic objectives. financial management. The Board principles for the identification, considers that there have been no assessment and management The Board takes responsibility substantial weaknesses in internal of risk. Additionally, it ensures the for establishing and maintaining financial controls that have Board takes collective responsibility reliable systems of control in all resulted in any material losses, for the success of The Group. areas of operation. These systems contingencies or uncertainties of control, especially of financial that need to be disclosed in the The Board’s main roles are control, can only provide reasonable accounts to provide leadership to the but not absolute assurance against / Beeks has implemented an management of The Group, material misstatement or loss. The operational risk framework to determine The Group’s strategy key matters relating to the system of evaluate how we operate our and ensure that the agreed internal control are set out below: business. This enables Beeks strategy is implemented. The Board to measure outcomes and takes responsibility for approving / Beeks has established an understand the input to business potential acquisitions, annual operational management processes and assess risks before budgets, annual reports, interim structure with clearly defined making any significant decision statements and Group financing responsibilities and regular based on risk appetite. This will matters. Ultimate responsibility for performance reviews reduce the likelihood of future the quality of, and approach to, / The Group operates a potential damages as a result of corporate governance lies with comprehensive system for operational impact the chair of the board. reporting financial and non-financial information to the 35
36 Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction GOVERNANCE The Board appoints its members The Non-Executive Chairman also COMPOSITION OF AND and those of its principal Committees serves as a non-executive director of APPOINTMENTS TO THE BOARD following the recommendations of private company RHA Technologies The Code requires that there should the Nomination and Remuneration Ltd based in Glasgow and is also a be a balance of Executive and Committee. The Board reviews the retained advisor to pureLiFi based in Non-Executive Directors and when financial performance and operation Edinburgh. Non-Executive Directors appointing new Directors to the of The Group’s businesses. The devote as much time as is necessary Board, there should be a formal, Board also reviews the identification, for the proper performance of their rigorous and transparent procedure. evaluation and management of the duties. The Non-Executive Directors principal risks faced by The Group, typically spend one to two days a For the year ended 30 June 2021 and the effectiveness of The Group’s month on Company-related matters. the PLC Board comprises the system of internal control. The Board met 12 times in the year Non-Executive Chairman, the Chief ended 30 June 2021. The attendance Executive Officer, the CFO and the For the year ended 30 June 2021, the of each director is shown on page 39. Non-Executive Directors. Short PLC Board comprises the independent biographies of the Directors are Non-Executive Chairman, the Chief ROLE OF CHAIRMAN AND CHIEF given on pages 24 and 25. The Executive Officer, the CFO and the two EXECUTIVE OFFICER Board is satisfied with the balance independent Non-Executive Directors. The Code requires that there should between Executive and Non-Executive The Board is highly committed and be a clear division of responsibilities Directors. The Board considers that experienced and is supported by between the running of the Board its composition is appropriate in view qualified executive and senior and the executive responsible of the size and requirements of The management teams. The Chairman, for The Group’s business, so as to Group’s business and the need to Mark Cubitt holds 70,707 ordinary ensure that no one person has maintain a practical balance between shares, William Meldrum holds 23,500 unrestricted powers of decision. Executive and Non-Executive Directors. ordinary shares. The Company The Chairman is responsible for the considers the three Non-Executive leadership of the Board, ensuring Each member of the Board brings Directors to be independent. its effectiveness and setting its different skills and experience to the Board The board believes the current agenda. Once strategic and and the Board Committees. The Board composition enables the board to financial objectives have been is satisfied that there is sufficient diversity perform its duties effectively and there agreed by the Board, it is the in the Board structure to bring a balance is a clear division of responsibilities Chief Executive Officer’s of skills, experience, independence between the running of the Board responsibility to ensure they and knowledge to The Group. and the Executives responsible for the are delivered upon. To facilitate Company’s business, to ensure that this, the Chief Executive Officer The Board recognises that to remain no one person has unrestricted regularly meets the Executive effective it must ensure that it has powers of decision. Management Team (EMT) which the right balance of skills, experience, comprises representatives from knowledge and independence to The Executive Directors of the Operations, Technical Delivery, enable it to discharge its duties and Company are full time and do not Finance and Sales. The day to responsibilities. The Company has serve as non-executive directors in day operations of The Group are a highly committed and experienced any other organisation. managed by the EMT. Board, which is supported by a
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 senior management team, with and Remuneration Committee. The SKILLS AND CAPABILITIES GOVERNANCE the qualification and experience Report of the Audit Committee can Biographies of the Board of Directors necessary to run the Company. be found on pages 44 to 45. The can be found on pages 24 and 25. Audit Committee is chaired by Mark Each member of the Board brings Cubitt and includes William Meldrum Each member of the Board brings different experience and skills to and Kevin Covington. different skills and experience to the the Board and its various committees. Board and the Board Committees. The Nomination and Remuneration The Board is satisfied that there The Board composition is kept under Committee is chaired by Mark Cubitt is sufficient diversity in the Board review as this mix of skills and business and includes William Meldrum and structure to bring a balance of skills, experience is a major contributing Kevin Covington. The Committee experience, independence and factor to the proper functioning has overall responsibility for making knowledge to The Group. of the Board, helping to ensure recommendations to the Board matters are fully debated and that of the remuneration packages of The Chief Executive Officer’s role is no individual or group dominates the the Executive Directors. The Board critical in developing and maintaining Board decision-making process. considers it appropriate, due both the sustainability and effectiveness to the size of The Group and the of The Group. Specifically, the The Code requires that the experience of the Board members, Chief Executive Officer’s key Board undertakes a formal and to have a combined nomination responsibilities include: rigorous annual evaluation of its and remuneration committee. own performance and that of its / Leading the development and Committees and Directors. The These Board operate under the terms execution of The Group’s vision and Board continues to annually review of reference as set out in The Group’s strategy its composition, to ensure there Financial Position and Prospects. The / Senior human resource is adequate diversity to allow for Audit Committee and the Nominations management: Recruit, retain and its proper functioning and that the and Remuneration Committee met motivate an appropriately skilled Board works effectively together as three times during the year. executive management team a unit. When a new appointment / Representing The Group: The Chief to the Board is due to be made, RE-ELECTION Executive Officer will be required to consideration will be given to the Under the Code, Directors should consistently present The Group and particular skills, knowledge and offer themselves for re-election at its objectives to key stakeholders experience that a potential new regular intervals. It is proposed that and the market in general member could add to the existing at least one of the directors will be / Lead and drive overall Merger and Board composition. put forward for re-election at The Acquisition strategy Group’s AGM which will be scheduled BOARD COMMITTEES during November 2021. The Chief Executive Officer is The Board has established therefore expected to keep up to two committees to deal with PRINCIPLE 6: ENSURE THAT date with the industry and market in specific aspects of the Board’s BETWEEN THEM THE DIRECTORS which the Company operates. responsibilities: the Audit HAVE THE NECESSARY The primary function of the CFO is Committee and the Nomination UP-TO-DATE EXPERIENCE, to ensure that The Group’s Board is 37able to make proper judgements
38 Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction GOVERNANCE as to The Group’s financial position. required to support the Directors depth in each of its core functions This encompasses responsibility existing skillset. of network operations, software for The Group’s financial health, development, sales & marketing that it has in place an appropriate PRINCIPLE 7: EVALUATE BOARD and finance which it will draw on, financial strategy to enable it to PERFORMANCE BASED ON CLEAR together with appropriate external achieve its wider strategic plan AND RELEVANT OBJECTIVES, appointments, in regards to objectives, its annual budget SEEKING CONTINUOUS succession. outcomes and, most importantly, IMPROVEMENT is able to meet its obligations to The Company was admitted to PRINCIPLE 8: PROMOTE A shareholders, the ‘market’, banks, trading on AIM on 27 November CORPORATE CULTURE THAT IS creditors, suppliers and other 2017. The Board was appointed in BASED ON ETHICAL VALUES AND stakeholders as required. advance of Admission with the BEHAVIOURS exception of the CFO who was The Board places a high degree of The CFO responsibilities also appointed at the Company’s AGM value on promoting a corporate encompass: on 24 October 2018. Since Admission, culture that reflects The Group’s evaluation of the performance ethical principles and behaviours / Internal and external financial of the Company’s Board has in order to maximise the quality reporting historically been implemented in of service that is passed on to the / Corporate governance an informal manner. The Chairman customer. As The Group works / Risk management and the regularly communicates with Board as an international team that is maintenance of effective systems Members outside of Board meetings spread across three continents, of internal control to ensure that each director is a lot of importance is placed on / Responsible for the Company satisfied with the performance of a culture of inclusivity and open Secretary role the Board and has the opportunity and honest communication; / Tax compliance and planning to raise any issues of concern. ensuring that employees are / Liaising with the Nomad on a Similarly, the Chairman uses his equally understood, trusted, and regular basis substantial experience of plc boards that individual cultural values and / Compliance with AIM Rules to evaluate the Board effectiveness languages are respected. The and MAR on an ongoing basis. Company encourages innovation, has flat management structures, The CFO is required to keep up to The Chairman has been tasked with open plan offices and a culture of date with any changes to accounting assessing the individual contributions continuous improvement. This helps standards and to ensure his skillset is of each of the members of the team to ensure that communication and refreshed on an ongoing basis. to ensure that: understanding flows well within the Company, and thereby provides The Non-Executive Directors / Their contribution is relevant= the most efficient and highest hold senior positions with other and effective quality of service to clients. companies ensuring that their / They are committed knowledge is continuously refreshed. / Where relevant, they have The Board has implemented formal Specific training will be provided to maintained their independence HR policies and procedures that the Board by the Company when The Board has established an sets out details and guidelines on executive team with strength in
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 the culture of the Company and supported by qualified executive concern remains unresolved GOVERNANCE how this should be reflected in and senior management teams. after discussion may ask for employees’ individual conduct. Board meetings held during that concern to be noted in the the period under review and minutes of the meeting, which PRINCIPLE 9: MAINTAIN the attendance of directors is are then circulated to all Directors. GOVERNANCE STRUCTURES AND summarised below: Any specific actions arising from PROCESSES THAT ARE FIT FOR such meetings are agreed by the PURPOSE AND SUPPORT GOOD The Board and its Committees Board or relevant Committee and DECISION MAKING BY THE BOARD receive appropriate and timely then followed up by the Company’s The Board comprises three information prior to each management. independent Non-executive Directors meeting; a formal agenda is and two Executive Directors. produced for each meeting, and All Directors receive regular Board and Committee papers and timely information on BOARD PROGRAMME are distributed several days The Group’s operational and The Board is scheduled to meet ten before meetings take place. Any financial performance. Relevant times each year in accordance with Director may challenge Company information is circulated to the its scheduled meeting calendar. proposals and decisions are taken Directors in advance of meetings. The Group has a highly committed democratically after discussion. The business reports monthly on and experienced Board and is Any Director who feels that any its headline performance against Board meetings Audit Committee Remuneration Committee Possible Attended Possible Attended Possible Attended Executive Directors 12 12 - - 2 2 Gordon McArthur 12 12 4 4 2 2 Fraser McDonald Independent 12 12 4 4 2 2 Non-executive Directors Mark Cubitt 12 12 4 4 2 2 William Meldrum Kevin Covington 662222 39
40 Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction GOVERNANCE its agreed budget and market responsible for the leadership of PRINCIPLE 10: COMMUNICATE forecast and the Board reviews the the Board, ensuring its effectiveness HOW THE COMPANY IS monthly update on performance and setting its agenda. Once PERFORMING BY MAINTAINING A and any significant variances are strategic and financial objectives DIALOGUE WITH SHAREHOLDERS reviewed at each meeting. have been agreed by the Board, AND OTHER RELEVANT it is the Chief Executive Officer’s STAKEHOLDERS The Board considers the responsibility to ensure they are Trading updates and press releases appropriateness of its accounting delivered upon. are issued as appropriate and policies on an annual basis. The the Company’s brokers provide Board believes that its accounting To facilitate this, the Chief Executive briefings on shareholder opinion policies, in particular in relation to Officer regularly meets the Executive and compile independent income recognition and research Management Team (EMT) which feedback from investor meetings. and development, are appropriate comprises representatives from Information offered at the analysts’ and are informed by its Auditors Operations, Technical Delivery, meetings together with financial on future changes to such Finance, Sales and HR. The day to press releases are available on the accounting policies. day operations of The Group are Company’s website, managed by the EMT. www.beeksgroup.com. During the financial year ended 30 June 2021, the business reviewed BOARD COMMITTEES The Annual General Meeting is used matters including the valuation The Board is supported by the by the Directors to communicate of Velocimetrics Limited including Audit, and Remuneration and with both institutional and private contingent consideration, revenue Nominations committees. Each investors. Every shareholder will recognition and capitalisation of committee has access to such have access to a full annual report R&D activities. Similar to the prior resources, information and advice each year end and an interim year, technical accounting papers as it deems necessary, at the cost report at the half year end. Care were prepared, reviewed and of the Company, to enable the is taken to ensure that any price agreed by the Company’s auditor. committee to discharge its duty. sensitive information is released to all shareholders, institutional Financial results with comparisons Based on the current stage and private, at the same time in to budget and forecast results are of growth within the business, accordance with London Stock reported to the Board on a regular the Board do not believe it is Exchange requirements. The basis, together with a commercial requirement to have an internal Company strives to give a full, report on strategic and operational audit function, but this will be kept timely and realistic assessment issues. Significant variances from this under review as the business of its business in all price-sensitive budget or strategy are discussed at continues to grow or equivalent. reports and presentations. Board meetings and actions set in place to address them. ENVIRONMENTAL, SOCIAL, GOVERNANCE There is a clear division of People / Social responsibility at the head of Our people are integral to the the Company. The Chairman is success of the business. We are
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 committed to providing an inclusive Positive Workplace Culture telephone support service. In GOVERNANCE environment which enables our To continue the development of a addition, and as part of our people to thrive and be part of it’s positive working environment and expansion, we have purchased continuing growth. culture, a number of policies and a new Head Office in Glasgow at working practices were reviewed, which we which will include a gym The Beeks Group has introduced launched or relaunched during facility to promote and encourage several new forms of workforce 2020-2021 including: employee wellbeing. engagement over the last year, which we felt was particularly / Maternity Leave – an enhanced As well as our wellbeing initiatives, pertinent during the pandemic Maternity Policy was introduced we also have the ability to enable when we were all working remotely. aimed at providing greater employees to benefit from the financial support for families success of The Group through share As part of our initiative to improve / Family Friendly policies – the ownership. An HMRC approved engagement across The Group, we relaunch of the Parental Leave, Share Incentive Plan was introduced invested in an innovative employee Shared Parental Leave, Adoption in October 2020 to encourage engagement platform that has Leave and Compassionate Leave employee share ownership after been rolled out to encourage / Flexible Working – the relaunch admission to AIM, with applications shared kudos, issue employee of the Flexible Working Policy exceeding expectations. This surveys and ‘shout outs’ across the aimed at promoting work-life scheme also acts as an incentive for business and effectively manage balance, increasing motivation, attracting potential candidates. the employee lifecycle as well as reducing stress, and improving being a comprehensive tool to performance and productivity Recruitment, Tenure and Vacancies monitor employee performance The Company actively recruited and streamline the reward process. Employee Benefits and Reward in all departments throughout As part of an overall benefits review, 2020-2021 and the total number of Another method of improving the Company improved our private employees was 80 as at 30th June engagement is the introduction medical offering by increasing the 2021. Through the continued focus of bi-weekly senior management level of cover across the business on supporting and encouraging meetings and quarterly Town Hall to include mental health treatment internal moves, we have various meetings with the entire workforce, and therapy as standard, as well as internal promotions during the hosted by the Chief Executive Officer. the introduction of a suite of remote year. The Company’s activities in health benefits, which included relation to workforce engagement These meetings are held to access to many services including: and the development of a positive discuss general business matters workforce culture are critical to including the Company’s financial / 24/7 telephone support for attracting and retaining talent and position in the marketplace, everyone experience. customer engagement, strategy, / Debt, money and legal and values and behaviours as well information and support Diversity and Equal Opportunities as using it as an opportunity for / Remote GP Services At the heart of the Company’s all staff to share their views and approach to people is the provision ask questions. We also introduced an Employee Assistance Programme (‘EAP’) 41of an environment where everyone which is a specialist 24/7
42 Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 Chairman’s Introduction GOVERNANCE can fulfil their potential and where technology roadmaps in order that have bins for food waste, plastic, colleagues from all backgrounds The Group’s development plans glass, paper and cardboard, can feel confident in their ability to remain aligned to our customers’ / Eco chargers, Smart sockets, achieve their best. The Company future strategies. Programmable thermostats, has a Diversity Policy in place and is LED light bulbs fully committed to the elimination of While travel was severely restricted unlawful and unfair discrimination. throughout 2021, the challenging The Group also conforms to Waste The Company recognises and environment encouraged customers Electrical and Electronic Equipment values highly the benefits of to accept video meetings, and recycling rules and regulations for the diversity in the workplace, of good relationships were maintained disposal of materials from our site. which gender is one important throughout this period. When travel aspect, and maintains a policy of becomes widely possible again, we We have also made a commitment employing the best candidates are confident that customers will to make several upgrades to our new available in every position, continue to use video technology, Head Office that we will be moving regardless of gender, ethnic group leading to more frequent, effective into in H2 2022 to improve our or background, and is committed communication and reducing travel environmental performance. to fair and equal treatment. requirements, albeit face-to-face meetings will remain key to building In addition, our data centres As at 30 June 2021, the Company and maintaining strong relationships. platform is expansive, secure had 80 employees of which 18% and sustainable and are were female. ENVIRONMENT designed to the highest energy Beeks are focussed on including efficiency standards. Equinix have Actions and initiatives launched effective environmental goals into a long-term goal of using 100% to deliver improvement include our strategic decisions, operations clean and renewable energy for Enhance Maternity Policy; Paternity and supply chain. The proprietor their global platform with more and Shared Paternity Leave policies at our current main office in than $129 million of investments and Flexible Working Policy and Hillington, Glasgow are committed in energy efficiency upgrades, practices. to a reduction in emissions per unit retrofits and improvements and of energy consumed within their are constantly seeking new ways SUPPLIERS & CUSTOMERS operations worldwide and to have to innovate data centres. The Beeks Group believe strong several initiatives in place to support business relationships with suppliers this including: Our data centres lead by example, and customers are crucial to our taking steps to minimise their success. Our in-house teams are / Typical luminous efficiency of carbon footprint and reduce focussed on regular and open fluorescent lighting systems is our energy consumption by communication with customers to 50 – 100 lumens per watt this is reducing control systems, power ensure we meet their requirements several times more efficient than consumption and increasing and deliver quality customer service. that of an incandescent cooling capacity through active Senior management have regular lamp - (light bulb) airflow management using meetings with key customers / Motion sensor operation intelligent, distributed sensors to maintain visibility over their light fitting and innovative control policies. / If space available you could
Beeks Financial Cloud Group PLC Chairman’s Introduction For the year ended 30 June 2021 In addition, the below initiatives are While this has been limited this GOVERNANCE also undertaken at our data centres: year due to the pandemic, there has been support throughout the / Cold/hot aisle containment organisation for organised runs for / Energy-efficient lighting systems The McMillan Cancer Charity as / Fuel cells well as plans to do a charity cycle / High temperature chilled water with our recently purchased office set points Peloton bike. LOCAL COMMUNITY By order of the Board. The Technical labour market has been extremely buoyant in the last 12 months but we have committed to hiring locally wherever possible and using local recruitment agencies when required. The Beeks charity committee MARK CUBITT is responsible for identifying Chairman opportunities where we can assist 24 September 2021 those in need in the local area. 43
44 Beeks Financial Cloud Group PLC Report of the Audit Committee For the year ended 30 June 2021 Report of the Audit Committee GOVERNANCE COMMITTEE ACTIVITIES IN / received and considered, as and an on-going assessment of THE FINANCIAL YEAR ENDING part of the review of interim and the impact of future accounting 30 JUNE 2021 annual financial statements, developments for The Group; The Audit Committee is chaired reports from the Auditor in respect / considered the Annual Report by Mark Cubitt. The other members of the Auditor’s review of the and Accounts in the context are William Meldrum and Kevin interim results, the audit plan of being fair, balanced and Covington. Attendance during the for the year and the results of understandable; year can be seen within the Board the annual audit. / considered the effectiveness programme on page 39. and independence of the These reports included the external audit; The Committee met four times scope of the interim review and / review the enhanced in relation to the financial year annual audit, the approach to be audit report. ended 30 June 2021, 2 of the adopted by the Auditor to address meetings were post year end, and conclude upon key estimates Significant areas considered by the with the 4th meeting to approve and other key audit areas, the Audit Committee in relation to the he annual accounts. In addition basis on which the Auditor 2021 financial statements are set to standing items on the agenda, assesses materiality, the terms out below: the Committee: of engagement for the Auditor Areas of estimates Matter Considered and Role of the Committee Recoverability of Investment in VMX & Impairment of Goodwill During the year ended 30 June 2021 the Committee considered the impairment assessment prepared Revenue recognition by management and critically assessed the inputs such as a consideration of the reasonableness of discount rates applied, agreeing forecasts through into going concern projections and the analysis of CGU’(s) applied. The committee considered the risk associated from revenue recognition and considered new contracts and sales awarded around the year end.
Beeks Financial Cloud Group PLC Report of the Audit Committee For the year ended 30 June 2021 INDEPENDENCE AND OBJECTIVITY REPORTING RESPONSIBILITIES GOVERNANCE OF THE AUDITOR The Committee makes whatever The Committee continues to recommendations to the Board it monitor the work of the Auditor deems appropriate on any area to ensure that the Auditor’s within its remit where action or objectivity and independence is improvement is required. The not compromised by it undertaking Committee ensures that it gives inappropriate non-audit work. The due consideration to laws and current Auditor, Grant Thornton UK regulations, the provisions of the LLP, was appointed Auditor on 6 Combined Code, the requirements November 2017. of the UK Listing Authority’s Listing Rules, Prospectus and Disclosure NON-AUDIT FEES and Transparency Rules and The Committee approves all any other applicable rules as non-audit work commissioned from appropriate. The Committee also the external auditors. During the year oversees any investigation of the fees paid to the Auditor were activities which are within its terms £65,000 for Group and subsidiary of reference. The Audit Committee audit and £4,500 for the interim operates within agreed terms of audit services. reference in accordance with The Group’s Financial Position OTHER MATTERS and Prospects. The Committee is authorised to seek any information it requires from any Group employee in order to perform its duties. The Committee can obtain, at The Group’s expense, outside legal or other professional advice on any matters within its terms of reference. The Committee may call any MARK CUBITT member of staff to be questioned Chairman of the Audit Committee at a meeting of the Committee as 24 September 2021 and when required. 45
46 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Independent Auditors’ Report to the members of Beeks Financial Cloud Group PLC Independent Auditors’ Report GOVERNANCE OUR OPINION ON THE GROUP BASIS FOR OPINION financial statements or, if such FINANCIAL STATEMENTS IS We conducted our audit in disclosures are inadequate, to UNMODIFIED accordance with International modify the auditor’s opinion. Our We have audited The Group Standards on Auditing (UK) conclusions are based on the audit financial statements of Beeks (ISAs (UK)) and applicable law. evidence obtained up to the date Financial Cloud Group PLC for Our responsibilities under those of our report. However, future events the year ended 30 June 2021, standards are further described or conditions may cause The Group which comprise the consolidated in the ‘Auditor’s responsibilities for to cease to continue as a going statement of comprehensive the audit of The Group financial concern. income, the consolidated statements’ section of our report. statement of financial position, Our evaluation of the directors’ the consolidated statement We are independent of The Group assessment of The Group’s ability to of changes in equity, the in accordance with the ethical continue to adopt the going concern consolidated cash flow statement requirements that are relevant basis of accounting included: and notes to the consolidated to our audit of the financial financial statements, including statements in the UK, including the / Obtaining management’s cash a summary of significant FRC’s Ethical Standard as applied to flow forecasts for The Group accounting policies. listed entities, and we have fulfilled covering the period to December our other ethical responsibilities 2022. We assessed how these The financial reporting framework in accordance with these forecasts were compiled, and that has been applied in their requirements. We believe that the assessed their accuracy by preparation is applicable law and audit evidence we have obtained validating underlying information international accounting standards is sufficient and appropriate to and verifying mathematical in conformity with the requirements provide a basis for our opinion. accuracy of the model used; of the Companies Act 2006. / Challenged management on CONCLUSIONS RELATING TO the key assumptions used with In our opinion, The Group GOING CONCERN the forecasts testing the accuracy financial statements: We are responsible for concluding of the assumptions and inputs / give a true and fair view of the on the appropriateness of the by corroborating to underlying state of The Group’s affairs as at directors’ use of the going concern information. We also assessed 30 June 2021 and of its profit for basis of accounting and, based the mitigating actions available to the year then ended; on the audit evidence obtained, management and corroborated / have been properly prepared whether a material uncertainty these available actions to in accordance with international exists related to events or supporting information; accounting standards in conditions that may cast significant / Obtained forecast covenant conformity with the requirements doubt on The Group’s ability to compliance workings for the going of the Companies Act 2006; and continue as a going concern. concern period and reperformed / have been prepared in If we conclude that a material the calculations to ensure accordance with the requirements uncertainty exists, we are required mathematical accuracy; of the Companies Act 2006. to draw attention in our report to the related disclosures in the
Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Independent Auditors’ Report to the members of Beeks Financial Cloud Group PLC / We performed a retrospective Brexit, we assessed and challenged directors’ use of the going GOVERNANCE review of management’s the reasonableness of estimates concern basis of accounting in forecasts by comparing the made by the directors and the the preparation of the financial forecasts to actuals in the related disclosures and analysed statements is appropriate. previous two financial years to how those risks might affect The determine the accuracy of prior Group’s financial resources or ability The responsibilities of the directors year assessments. We also to continue operations over the with respect to going concern are compared actual results to date going concern period. described in the ‘Responsibilities to the forecasts; and of directors for The Group financial / We assessed the adequacy Based on the work we have statements’ section of this report. of the disclosures in the financial performed, we have not identified statements, including the impact any material uncertainties relating to of the disclosed post balance events or conditions that, individually sheet event to the going or collectively, may cast significant concern model. doubt on The Group’s ability to continue as a going concern for a In our evaluation of the directors’ period of at least twelve months from conclusions, we considered the when the financial statements are inherent risks associated with the authorised for issue. group’s business model including effects arising from macro-economic In auditing the financial statements, uncertainties such as Covid-19 and we have concluded that the 47
48 Beeks Financial Cloud Group PLC For the year ended 30 June 2021 Independent Auditors’ Report to the members of Beeks Financial Cloud Group PLC Independent Auditors’ Report GOVERNANCE OUR APPROACH TO THE AUDIT Key audit matters were We performed full scope audit identified as: procedures on the financial OVERVIEW OF OUR AUDIT statements of Beeks Financial Cloud APPROACH / Revenue recognition (same as Group PLC, the parent company, Overall materiality: £174,000, which previous year); and and on the financial information of represents approximately 1.5% of The / Impairment of goodwill in Beeks Financial Cloud Limited, the Group’s revenue. Velocimetrics Limited (new) UK trading company. We performed an audit of one or more account Our auditor’s report for the year balances, classes of transactions ended 30 June 2020 included two or disclosures on the financial key audit matters that have not information of Velocimetrics been reported as key audit matters Limited and Beeks FX VPS USA in our current year’s report. These Inc. We performed analytical relate to acquisition accounting, procedures on the financial and the impact of the Covid-19 information of the Japanese pandemic on going concern. component, Beeks Financial Cloud The Group did not undertake Co. Ltd and on Velocimetrics Inc. any acquisitions in the year and therefore this KAM was not relevant for the current year. For the KAM relating to the impact of Covid-19 on going concern, the risk was rebutted for the current year given management’s ability to show no significant impact of Covid-19 on the performance of the business, in addition to The Group expanding, the £5m equity raise carried out in May 2020, developing new software and signing new Tier 1 customers allowing for increased revenue income and cash balances going forward.
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