ACRM.L

Acuity RM Group Plc
Acuity RM Group Plc - Annual Financial Report
13th June 2024, 06:34
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This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.

13 June 2024

ACUITY RM GROUP PLC

("Group" or the "Company")

Final results for the year ended 31 December 2023

Acuity RM Group plc(AIM: ACRM) is pleased to announce its final results for the
year ended 31 December 2023

Highlights

  · In the year the Company acquired the remaining shares in Acuity Risk
Management Limited ("Acuity") that it did not already own
  · Acuity is the award winning risk management cybersecurity software company
that owns the STREAM® brand with applications in the growing GRC sector
  · Post acquisition the focus has been to increase the pace of expansion of
Acuity - the success of which has been evidenced by strengthening Key
Performance Indicators (KPIs) as follows:
    · Sales pipeline has grown to £7.9m (£4.2m 2023) 88% growth
    · Orders won at annual contract value £1.6m (£1.1m 2023) 45% growth
    · Forward contracted revenues £2.9m (£2.2m 2023) 34% growth
    · Two largest contracts won

  · Developing Partner programme with 15 active partners to accelerate growth in
the US and other key markets
  · Recruitment to strengthen Acuity's management team to enable fast growth
    · Finance and Technical directors
    · Sales and marketing executives

  · On 12 June 2024 the Group had Cash balances of £787,110 and current debtors
£353,845

Angus Forrest, Chief Executive commented on the results:

"This was a year of transformation for the Company.  It acquired, Acuity, a
software company which it knows and understands, having been an investor for the
past two and a half years, during which it has grown consistently.  We believe
there are opportunities to accelerate that growth, the value of the business and
shareholder value.  Since acquisition this has been evidenced by the KPIs shown
above."

For further information:

Acuity RM Group plc     020 3582 0566
Angus Forrest,          www.acuityrmgroup.com
Executive Chairman
WH Ireland (NOMAD &     https://www.whirelandplc.com/capital-markets
Joint Broker)
Mike Coe / Sarah        020 7220 1666
Mather

Peterhouse Capital
Limited (Joint Broker)
Lucy Williams / Duncan  020 7469 0936
Vasey
Clear Capital Markets   020 3869 6080
Limited (Joint Broker)
Bob Roberts

Chairman's Statement

I am pleased to present the results of Acuity RM Group plc ("Company" or
"Group") for the period ended 31 December 2023.

2023 was a year of significant change for the Group in which it acquired the
remaining shares in Acuity Risk Management Limited (Acuity RM), which it did not
already own (previously a 25% shareholding).  As a result of this transaction,
the Group's status changed from an investing to a trading company which should
offer benefits for Acuity RM's trading:

  · the higher profile of a public company and as a plc similar to the majority
of its customers; and
  · easier access to finance and at a lower cost, as well as the opportunity to
use its shares as a currency;

and for the Group's shareholders:

  · trading companies are usually valued on a more attractive basis, a multiple
of trading metrics, than investing companies whose valuation typically is a
discount to net asset value.

A transaction such as the acquisition of Acuity RM takes up much management time
and attention so is disruptive to the underlying business.  I would like to
thank Simon Marvell and Richard Mayall, founders and senior directors of Acuity
RM, for their support.

In the second half of the year new management appointments were made to
strengthen the team and provide additional resource to grow the business.
Acuity RM won its two largest contracts ever and made significant progress in
putting in the infrastructure to facilitate further and faster growth.  This
will require further investment in 2024 and 2025 to enable it to increase
customer numbers and average order value which, in turn, should be reflected in
a higher valuation for the business.  More detail about Acuity RM and its
progress are included in the Chief Executive's report.

The Group's results for the year ended 31 December 2023 reflect the acquisition
of the share capital in Acuity RM not already owned by the Group.  In 2022, the
25% stake in Acuity RM was shown as an investment, and for the year ended 2023
the results of Acuity RM have been consolidated from the date of acquisition, 25
April 2023.

Board changes

There have been several Board changes during the year.  Simon Marvell who co
-founded Acuity RM, joined the Group Board on the acquisition of Acuity RM and
then retired on 27 June and resigned as a director. The Board would like to
acknowledge his contribution to Acuity RM over many years.  Even though Simon is
now no longer involved in the day to day running of Acuity RM, he has remained
as a consultant and non-executive board member of Acuity RM, so it continues to
benefit from his knowledge and years of experience. Simon Bennett, who served as
a director over three years, retired having overseen the acquisition and the
Company's change from an investing to a trading company.  The Board would like
to thank Simon Marvell and Simon Bennett for their contributions and wishes them
well for the future.

Kerry Chambers who had been Commercial Director of Acuity RM for two years
stepped up to become Chief Executive of Acuity RM and a Group Board director on
3 July.

Outlook

Acuity RM operates in a large, high growth market with customers in the UK,
North America and Germany as well as other territories and is successfully
winning new contracts with key customers and forging relationships with partners
to accelerate future growth.  I would like to thank all shareholders for their
continuing support and our advisers who made significant contributions to the
major achievements in the year.  I look forward to reporting further progress
over the coming months.

Shareholders can stay informed by visiting the Group website
www.Acuityrmgroup.com .

Chief Executive's Report

Overview

I am delighted to report on Acuity RM's performance for the period ended 31
December 2023, following its acquisition by Acuity RM Group plc.  The names of
both companies are now aligned with the underlying business.  Reflecting on our
achievements since assuming the role of CEO, Acuity RM, in July 2023, I am
immensely proud of the strategic investments we have made to position our
company for sustainable growth and success.

We are excited about the potential for growth in global markets. We already have
proven success with high-profile private and public sector clients worldwide in
highly regulated and targeted industries and are well positioned to expand on
this.

Operating review

Acuity offers an award-winning risk management software platform called STREAM®
used for enterprise risk and assurance management. Organisations use it to
identify and manage key risks while ensuring compliance with regulations,
standards, and contracts.  STREAM® is configured to manage certain risks, it
collates and analyses all data relating to each risk in real time and provides
alerts and alarms for managers to take action when performance deviates from
acceptable standards.  Implementing STREAM® is quick and easy, with either
preconfigured set-ups or custom set up. It enables strategic decision-making,
prioritisation of resources and justification of expenditure. Acuity has proven
success supporting customers worldwide in highly regulated industries.

The platform is sold in the Governance, Risk, and Compliance (GRC) market, where
it ranks among the top GRC products in Gartner's Peer Insights. It scores highly
in all categories and has 100% of peers recommending it. The GRC market was
worth $14.9bn in 2022 (MarketsandMarkets) and is growing strongly. It is driven
by legislation, regulation and best practice.

In the second half of 2023 having identified the key areas for change and
investment essential to improve our performance, maintain our technical prowess
and grow our customers, orders and revenues, I initiated several changes
including:

Technical - recruitment of a new Chief Technology Officer (CTO) who has reviewed
our IT technologies and is preparing for a comprehensive software re-write to
add new features and improve efficiencies whilst ensuring that the STREAM
platform remains at the forefront of GRC technology and maintains the platform's
functionality and configurability.

Sales and Marketing - there has been a recruitment campaign to increase internal
sales and marketing capability as well as supporting and intensifying our
partner programme, a cornerstone of our growth strategy.  The focus is on
growth: (1) upsell to existing customers, (2) new customers and higher value per
contract.  I am pleased to report that Acuity RM won its two largest orders in
2023 each valued at c. £500,000.

I believe these actions represent an important investment in our future,
positioning us to capitalise on emerging opportunities and navigate evolving
market dynamics.

Whilst we continue to demonstrate growth, revenues increased by 14% during the
period 1 April 2023 to 31 December 2023 (on an annualised basis compared to the
12 months ended March 2023, Acuity RM's previous financial year end).  I am
delighted that the following Alternate Performance Indicators (APIs) for future
performance demonstrate increasing strength:

                      % increase  31 December 2023  31 March 2023
                                  £'000             £'000
Forward contracted    32%         2,900             2,200
revenue 1
Orders won at annual  45%         1,600             1,100
contract value 2
Sales pipeline at     88%         7,900             4,200
annual contract
value 3

The change of year end in order to make both companies' years co-terminus
resulted in a nine month period for Acuity RM.

1 Forward contracted revenue is deferred income per the balance sheet and
forward contracted revenue. Forward contracted revenue is not an IFRS measure.

2  Comparing the nine month period ended December 2023 with the same period in
2022.  Orders at annual contract value is not an IFRS measure but is the basis
for sales revenue.

3  Sales leads are included in the sales pipeline using an industry standard
sales qualification methodology. Sales pipeline is not an IFRS measure

We remain committed to innovation, growth, and delivering value to all our
stakeholders. We are confident in our ability to seize opportunities, overcome
challenges and drive sustainable growth.

I would like to welcome the employees who joined us during the year and
acknowledge the contribution of every employee and others who we work with.

Information about the trading business and STREAM® is available on the Acuity RM
website www.acuityrm.com .

Group statement of comprehensive income

for the year ended 31 December 2023

                                              Notes  Year      Year

                                                     ended 31  ended 31 December
                                                     December  2022
                                                     2023
                                                               £'000
                                                     £'000
Continuing operations
Revenue                                       1      1,366     60
Cost of sales                                        (112)     -
Gross profit                                         1,254     60
Administrative expenses                       2 & 3  (2,167)   (316)
Operating (loss)                                     (913)     (256)

Finance Income                                4      1
                                                               -
Finance Expense                               4      (20)
                                                                          -
Loss on Investments                           5      (66)
                                                                   (85)
Exceptional costs                             6      (282)
                                                                    -
Share based payment expense                   21     (61)
Loss for the period before taxation                  (1,341)      (341)
Taxation                                      8      -              -
Loss for the year from continuing operations         (1,341)   (341)
Other comprehensive income
Total comprehensive income for the year              (1,341)   (341)
attributable to shareholders of the parent
company
Earnings per share
Basic and diluted earnings per share from     9      (1.39)p   (0.81)p
total and continuing operations

The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.

Group statement of financial position

as at 31 December 2023

                          Notes  As at 31 December 2023  As at 31 December

                                 £'000                   2022

                                                         £'000
Non-current Assets
Intangible assets         10     233                     -

Tangible assets           10     8                       -

Goodwill                  11     5,154                   -
Investments at fair       12     244                     930
value through profit or
loss
                                 5,639                   930
Current assets
Trade and other           14     1,255                   122
receivables
Cash and cash                    100                     222
equivalents
                                 1,355                   344
Total assets                     6,994                   1,274
LIABILITIES
Current liabilities       16     557                     47

Trade & other payables    17     1,016                   -

Deferred Income           17     165                     -

Loans & borrowings
Tota Current liabilities         1,738                   47
Long term liabilities     18     1,014                   -

Deferred Income           18     154                     -

Loans & borrowings
Total long term                  1,168                   -
liabilities
Total Liabilities                2,906                   47
Net Assets                       4,088                   1,227

EQUITY
Share capital             19     2,767                   2,688
Share premium                    12,447                  8,385
Share based payment       21     112                     51
reserve
Merger reserve                   1,012                   1,012
Retained earnings                (12,250)                (10,909)
Total Equity                     4,088                   1,227

The consolidated financial statements were approved by the Board of Directors
and authorised for issue on 12 June 2024.

Group statement of changes in equity

for the period ended 31 December 2023

               Share    Share    Share based  Merger   Retained  Total
                                 payment               earnings
               capital  premium  Reserve      reserve            equity
                                                       £'000
               £'000    £'000    £'000        £'000              £'000

Balance at 1   2,688    8,385    30           1,012    (10,568)  1,547
January 2022
Loss for the   -        -        -            -        (341)     (341)
year
Total          -        -        -            -        (341)     (341)
comprehensive
expense for
the year

Transactions
with owners
in own
capacity
Issue of       -        -        21           -        -         21
share options
Balance at 31  2,688    8,385    51           1,012    (10,909)  1,227
December
2022

Balance at 1   2,688    8,385    51           1,012    (10,909)  1,227
January 2023
Loss for the   -        -        -            -        (1,341)   (1,341)
year
Other          -        -        61           -        -         61
comprehensive
income
- issue of
share
warrants.
Total          -        -        61           -        (1,341)   (1,280)
comprehensive
expense for
the year

Transactions
with owners
in own
capacity
Ordinary       78       4,375    -            -        -         4,453
Shares issued
in
the period
Issue Shares   1        130      -            -        -         131
for adviser
fees
Share issue    -        (443)    -            -        -         (443)
costs
Transactions   79       4,062    -            -        -         4,141
with owners
in own
capacity
Balance at 31  2,767    12,447   112          1,012    (12,250)  4,088
December
2023

Group statement of cash flows

for the period ended 31 December 2023

                                 As at 31 December  As at 31 December

                                 2023               2022

                                 £'000              £'000
Cash flows from operating
activities
Loss before taxation             (1,341)            (341)
Adjustments for:
      Depreciation &             137                -
Amortisation
      Fair value adjustment for  61                 85
listed investments
      Share based payments       61                 21
      (Increase) in trade and    (823)              (99)
other receivables
      Increase/(Decrease) in     898                (5)
trade and other payables
Net cash outflow/inflow from     (1,007)            (339)
operating activities

Cash flows from investing
activities
Purchase of tangible fixed       (3)                -
assets
Purchase of investments in       (500)              -
subsidiaries, net of cash
acquired
Cash acquired on acquisition     331
Net Cash flows used in           (172)              -
investing activities

Cash flows from financing
activities
Cash raised through issue of     1,057              -
shares (net of transaction
costs)
Net cash flow from financing     1.057              -
activity

Net (decrease) in cash and cash  (122)              (339)
equivalents

Cash and cash equivalents at     222                561
the beginning of the period
Cash and cash equivalents at     100                222
end of the year

During the year there were the following material non-cash transactions:

-          On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares
to the shareholders of Acuity RM as part of the consideration for the
acquisition.

-          On 25 April 2023 and 9 October 2023, the Company issued in total
1,642,539 ordinary 0.1p shares to the advisers as part payment for fees.

The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.

The accompanying accounting policies and notes form an integral part of these
consolidated financial statements.

Notes to the Financial Statements

for the year ended 31 December 2023

 1. Revenue and segmental analysis

The following is an analysis of the Group's revenue for the year from continuing
operations:

                                Year ended 31  Year ended 31 December 2023
                                December 2023
                                               £'000
                                £'000
Fees and Income from investee   15             60
companies

Provision of software licences  1,351          -
and Services consisting of: 1
revenue from subscriptions      1,114
revenue from services           237

The geographical analysis of
revenue is as follows:
United Kingdom                  832            -
Europe                          220            -
USA                             165            -
South Africa                    52             -
Canada                          37             -
Rest of World                   45             -
                                1,351          -

1 Revenue from the subsidiary is included from acquisition date, 25 April 2023.

 2. Administrative expenses

              Year ended 31 December 2023  Year ended 31 December 2022

              £'000                        £'000
Expenses by
nature
Staff and     1,286                        149
related
costs
Professional  207                          100
fees
Office        104                          15
related
costs
Depreciation  5                            -
Amortisation  133                          -
Software      88                           -
services
Other         344                          52
expenses
Total         2,167                        316

 3. Staff Costs

               Year ended 31 December 2023  Year ended 31 December 2022

               £'000                        £'000
Staff costs -
including
directors
Wages and      1,092                        144
salaries
National       127                          5
insurance
Other pension  40                           -
costs
Other staff    27                           -
related costs
               1,286                        149

                                    Year ended 31  Year ended 31
                                    December 2023  December 2022
                                    No. of         No. of
                                    employees      employees
The average number of employees     23             5
(including Directors) of the Group
was:

Further details of individual Directors' remuneration, pension fund and
interests in the Company are shown in the table on page 17.

 4. Finance Costs

             Year ended 31 December 2023  Year ended 31 December 2022

             £'000                        £'000
Finance
Costs
Interest on  (1)                          -
bank
deposits
Bank         8                            -
Interest
payable
Other        12                           -
interest
payable
             19                           -

 5. Gain/Loss on remeasurement of financial assets and liabilities

                               Year ended 31  Year ended 31 December 2022
                               December 2023
                                              £'000
                               £'000
Loss on remeasurement of CBIL  5              -
Loan
Loss on revaluation of         61             85
investment in KCR Residential
REIT plc
                               66             85

 6. Exceptional costs

                           Year ended 31  Year ended 31 December 2022
                           December 2023
                                          £'000
                           £'000
Legal fees related to the  149            -
acquisition of Acuity RM
Other                      133            -
                           282            -

 7. Auditors' remuneration

                             Year ended 31  Year ended 31 December 2022
                             December 2023
                                            £'000
                             £'000
Auditor's remuneration       57             22
Transaction services in      100            -
respect of the re-admission
to AIM
                             157            22

 8. Corporation tax

There is no tax charge or credit for the current year. The tax assessed for the
prior year is higher than the standard rate of corporation tax in the UK of
23.5% (2022: 19%). The differences are explained as follows:

                      Year ended 31 December 2023  Year ended 31 December 2022

                      £'000                        £'000
Loss on ordinary      (1,341)                      (341)
activities before
taxation
Loss on ordinary      (315)                        (65)
activities
multiplied by
standard rate of UK
corporation tax of
23.5% (2022: 19%)
Effect of:
Disallowable items    62                           20
Addition /            253                          45
(utilisation) of tax
losses arising
Total tax             -                            -
charge/(credit)

The Group has unrecognised deferred tax assets of £1,757,000 (2022: £1,504,000)
as a result of losses in the current year and prior periods carried forward of
£8,990,000 (2021: £8,013,000).

 9. Earnings per ordinary share

The calculation of basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year.

                          Year ended 31  Year ended 31 December 2022
                          December 2023
Loss attributable to      (1,341)        (341)
equity shareholders
(£'000)
Weighted number of        96,242,220     41,982,024
ordinary shares in issue
Loss per ordinary share   (1.39)p        (0.81)p
1

1 The 2022 loss per ordinary share is based on the post consolidation number of
shares in issue. See note 18 for details.

Diluted earnings per share has been calculated as the Group's average share
price during the period is above the exercise price of one tranche of share
options. However, as the options were exercisable from 25 November 2020 and
using the treasury method to calculate diluted EPS, the impact was negligible
and diluted earnings per share is equal to basic earnings per share.

For the remaining share options and warrants, the Group's average share price
during the period is lower than the exercise price of the share options and
warrants and therefore the effect of including the share options and warrants is
anti-dilutive.

10. Tangible and intangible assets - Group

                   Group       Group        Group      Group    Group

                   Tangible    Software     Customer   Website  Total
                   Assets      development  contracts           Intangible
                                                       £'000
                   £'000       £'000        £'000               £'000
Cost or valuation
At date of         30          670          227        37       934
acquisition 25
April 2023
Additions          3           0            0          0        0
C/F 31 December    33          670          227        37       934
2023

Accumulated
depreciation
At date of         20          331          208        29       568
acquisition 25
April 2023
Charge for year    5           106          19         8        133
C/F 31 December    25          437          227        37       701
2023

Net Book Value 31  8           233          0          0        233
December 2023

11. Goodwill

                                Group             Group

                                31 December 2023  31 December 2022

                                £'000             £'000
Goodwill arising on the         5,154             -
acquisition of Acuity RM on 25
April 2023

The goodwill arises on the acquisition of Acuity RM in April 2023. The goodwill
has been tested for impairment using a discounted cashflow forecast model. The
model is for 5 years and uses a 10% growth rate on new sales and upsell reducing
to 5% in the last year. The growth rate used in costs varies depending on the
type of cost, with the biggest growth being employment costs as these are the
most significant. The pre tax weighted average cost of capital used in the model
was 5.07%. No impairment was deemed necessary at the reporting date.

12. Investments held at Fair Value through Profit and Loss

                     Group     Group     Company           Company
                     31        31        31 December 2023  31 December 2022
                     December  December
                     2023      2022      £'000             £'000

                     £'000     £'000
Cost of investments
B/F cost             2,330     2,330     2,330             2,330
Additions                      -                           -
Transfer to          (625)               (625)
investment in
subsidiaries 1
C/F cost             1,705     2,330     1,705             2,330

Fair Value Movement
B/F fair value       (1,400)   (1,315)   (1,400)           (1,315)
Fair Value           (61)      (85)      (61)              (85)
adjustment
C/F Fair Value       (1,461)   (1,400)   (1,461)           (1,400)
movement

Fair Value of        244       930       244               930
Investments

1 Acuity RM Group plc previously held a 25% stake in Acuity RM. On 25 April 2023
it acquired 100% of the ordinary share capital of Acuity RM. The investment in
Acuity RM has been transferred to an investment in subsidiary. See note 13.

The Company acquired its legacy investment in KCR Residential REIT plc at a
price of £0.70 per share in 2018. KCR is an AIM listed real estate investment
trust focused on the residential property market. The investment was classed as
fair value through profit and loss in accordance with IFRS 9. The share price at
31 December 2023 was £0.10 per share so the investment was valued downwards at
the year-end by £61,143 in accordance with IFRS 13. The closing value at 31
December 2023 was £243,571. (31 December 2022: £304,714).

Fair value hierarchy

As KCR Residential REIT plc is an AIM listed company, it is measured under level
1 of the fair value hierarchy in accordance with IFRS 13:

-          Level 1: quoted prices in an active market for identical assets or
liabilities. The fair value of financial instruments traded in active markets is
based on quoted market prices at the balance sheet date. A market is regarded as
active if quoted prices are readily and regularly available and those prices
represent actual and regularly occurring market transactions on an arm's-length
basis. The quoted market price used for financial assets held by the Group is
the closing price on the last day of the financial year of the Group. These
instruments are included in level 1 and comprise FTSE and AIM-listed investments
classified as held at fair value through profit or loss.

All assets held at fair value through profit or loss were designated as such
upon initial recognition.

13. Investment in subsidiaries

At 31 December 2023 the Company held 100% of the ordinary share capital of the
following companies:

                                    Company           Company
                                    31 December 2023  31 December 2022

                                    £'000             £'000
Investment in Acuity RM
25% investment in Acuity RM 1       625               625
Remaining 75% stake in Acuity RM 2  3,585             -
C/F investment in Acuity RM         4,210             625

1 Prior to the acquisition of Acuity RM, the Company held a £625,000 investment
in Acuity RM. This was shown as an investment at fair value through profit or
loss- see note 12

2 On the 25 April 2023 the Company completed the successful acquisition of
Acuity RM. The Company issued 45,709,570 ordinary shares and paid £500,000 in
cash to acquire the remaining share capital of Acuity RM and now holds 100% of
the share capital. Total value of consideration was £3.6m.

In addition, Acuity RM Group plc held 100% of the ordinary share capital of
World Life Sciences Ltd. It is a dormant company with a value of £nil and was
dissolved on 12 March 2024.

14. Trade and Other Receivables

                 Group     Group     Company           Company
                 31        31        31 December 2023  31 December 2022
                 December  December
                 2023      2022      £'000             £'000

                 £'000     £'000
Trade            1,093     12        -                 12
Receivables
Prepayments and  150       110       16                110
Accrued Income
Other            12        -         -                 -
Receivables
                 1,255     122       16                122

15. Inter-Group Receivable

                                Company           Company
                                31 December 2023  31 December 2022

                                £'000             £'000
Inter-group loan - Acuity RM 1  392               -

1 The inter-group loan is repayable on demand

16. Trade and other payables

            Group     Group             Company           Company
            31        31 December 2022  31 December 2023  31 December 2022
            December
            2023      £'000             £'000             £'000

            £'000
Trade       115       2                 52                2
payables
Employment  250       21                14                21
taxes and
VAT
Accruals    182       24                38                24
Other       10        -                 -                 -
payables
            557       47                104               47

17. Other current liabilities

          Group     Group             Company           Company
          31        31 December 2022  31 December 2023  31 December 2022
          December
          2023      £'000             £'000             £'000

          £'000
Deferred  1,016     -                 -                 -
Income
Bank      68        -                 -                 -
Loans 1
Other     97        -                 -                 -
loans
          1,181

18. Other non-current liabilities

          Group     Group             Company           Company
          31        31 December 2022  31 December 2023  31 December 2022
          December
          2023      £'000             £'000             £'000

          £'000
Deferred  1,014     -                 -                 -
Income
Bank      154       -                 -                 -
Loans 1
          1,168     -                 -                 -

1 The bank loan is a CBIL that was taken out in July 2021. The loan is repayable
over 6 years and is secured by a debenture. Under the terms of the CBIL no
interest was payable for the first 12 months, therefore the CBIL has been fair
valued through profit and loss. The fair value adjustment is disclosed in note
5.

19. Share capital

Allotted, called up
and fully paid

Number of ordinary   Year ended 31 December 2023  Year ended 31 December 2022
shares of 0.1p each
B/F                  419,822,048                  419,822,048
Consolidation and    (377,839,648)                -
subdivision 1
Shares issued        45,709,570                   -
during the year 2
Shares issued        32,222,222                   -
during the year 3
Shares issued        1,642,539                    -
during the year 4
C/f                  121,556,731                  419,822,048

1 On 24 April 2023 a resolution was approved by shareholders in a general
meeting whereby the ordinary shares were subject to a consolidation and
subdivision effectively reducing the number of shares and share options by a
factor of 10. At the same time the number of deferred shares increased by
377,839,648.

2 On 25 April 2023 the Company issued 45,709,570 ordinary 0.1p shares to the
shareholders of Acuity RM as part of the consideration for the acquisition.

3 On 25 April 2023 the Company issued 32,222,222 ordinary 0.1p shares to raise
capital including, inter alia, £500,000 to pay the shareholder of Acuity RM as
part of the consideration for the acquisition.

4 On 25 April 2023 and 9 October 2023 the Company issued in total 1,642,539
ordinary 0.1p shares to the advisers as part payment for fees.

                                 Year ended 31  Year ended 31 December 2022
                                 December 2023
                                                £'000
                                 £'000
Allotted, called up and fully
paid
121,556,731 (2022: 419,822,048)  121            420
ordinary shares of 0.1p each
2,645,954,765 (2022:             2,646          2,268
2,268,113,165) deferred shares
of 0.1p each
                                 2,767          2,688

20. Deferred shares

On 24 April 2023 at the General Meeting of the Ordinary Shareholders a
resolution to consolidate and subdivide the Ordinary shares was approved. The
effect of this was to reduce the number of Ordinary shares in issueon the basis
of 1 for 10 but the underlying assets remain at the same value so assets per
shareincreased tenfold;and to create additional Deferred Shares which are
effectively valueless.

The other rights of the deferred shares are:

·no right to any dividend;

·the right to receive notice of any general meeting and to attend such meeting
but no right to vote thereat.

21. Share options and warrants

The Group operates an unapproved share option scheme. Awards under each scheme
are made periodically to employees. The share options in this scheme vest three
years after the date of grant and have an exercise period of seven years. The
options may only be exercised by option holders while they are still employees
of the Group. If death in service occurs the options can be exercised (to the
extent that they have vested) by the option holder's personal representatives
within 12 months from the date of death. If an option holder ceases to be
employed and the Directors deem the option holder to be a `Good Leaver' the
options can be exercised (to the extent that they have vested) within six months
from the date of cessation of employment.

A reconciliation of share option movements over the year ended 31 December 2023
is shown below:

                                                      Number
Outstanding at 31 December 2022 and 31 December 2023  1,500,000

At 31 December 2023 outstanding options granted over ordinary shares, adjusted
for the share reorganisation in April 23 were as follows:

Share       Exercise  Number     Date granted  Dates Exercisable
option      price
scheme
Company     6.5p      1,100,000  15 July 2020  15 July 2023 to 14 July 2030
unapproved
Company     5.5p      400,000    25 Nov 2020   25 Nov 2023 to 24 Nov 2030
unapproved

Further details on the share options can be found in the Remuneration Report on
page 18.

The weighted average exercise price for the Group's options are as follows:

Options outstanding at 31 December 2023:6.2p

Options exercisable at 31 December 2023:1,500,000

The weighted average remaining contractual life of the share options outstanding
at the end of the year is 6 years (2022: 7 years).

The Group has used the Black-Scholes formula to calculate the fair value of
outstanding share options. The assumptions applied to the Black-Scholes formula
for share options issued and the fair value per option are detailed in the table
below for options issued. The charge calculated up to 31 December 2023 is £nil
(2022: £21,000). Volatility was calculated using historical share price
information for the six months prior to the date of grant.

                                      Unapproved share options 2020 grant
Date of grant                         15 July 2020
Expected life of options based on     3 years
options exercised to date
Volatility of share price             87%
Dividend yield                        0%
Risk free interest rate               0.01%
Share price at date of grant -        6.5p
adjusted for share reorganisation
April 2023
Exercise price - adjusted for share   6.5p
reorganisation April 2023
Fair value per option - adjusted for  4.6p
share reorganisation April 2023

Date of grant                         25 Nov 2020
Expected life of options based on     3 years
options exercised to date
Volatility of share price             96%
Dividend yield                        0%
Risk free interest rate               0.01%
Share price at date of grant -        4.8p
adjusted for share reorganisation
April 2023
Exercise price - adjusted for share   5.5p
reorganisation April 2023
Fair value per option - adjusted for  3.5p
share reorganisation April 2023

Warrants

On 25 April, in connection with the acquisition of Acuity RM, the Company issued
certain advisers with warrants to subscribe for the number of shares shown below
at a price of 4.5 pence per share.  The first date of exercise to be 25 April
2024 and the warrants expire on 24 April 2026.

Share        Exercise  Number     Date     Dates Exercisable
Warrant      price                granted
Holders
Clear        4.5p      1,674,465  25       25 April 2024 - 24 April 2026
Capital                           April
Markets Ltd                       2023
Peterhouse   4.5p      475,534    25       25 April 2024 - 24 April 2026
Capital Ltd                       April
                                  2023

Warrants exercisable at 31 December 2023: nil

The Group has used the Black-Scholes formula to calculate the fair value of
outstanding share options. The assumptions applied to the Black-Scholes formula
for share warrants issued and the fair value per warrant are detailed in the
table below for warrants issued. The charge calculated up to 31 December 2023 is
£61,000 (2022: £nil).

Date of grant                     25 April 2023
Expected life of the Warrants     3 years
Volatility of share price         60.2%
Dividend yield                    0%
Risk free interest rate           3.67%
Share price at 31 December 2023   6.0p
Exercise price                    4.5p
Fair value per option - adjusted  3.1p
for share reorganisation April
2023

22. Pensions

The Group operates a defined contribution pension scheme for all qualifying
employees. The assets of the scheme are held separately from those of the Group
in an independently administered fund. Employer contributions for the year were
£39,999.

Contributions payable to the pension scheme are charged to the income statement
in the year to which they relate. The Group has no further payment obligations
once the contributions have been paid.

23. Transactions with related parties

Group and Company

The key management personnel of the Company are considered to be the Directors.

Acuity RM Limited, a 100% owned subsidiary, was charged £45,000 for management
fees for the period ended 31 December 2023. (12 months ended March 2023:
£60,000). At the end December 2023 Acuity RM owed £75,000 plus VAT for unpaid
management fees (March 2023: £25,000 plus VAT). These amounts form part of the
inter group balance between the Company and Acuity RM.

24. Business combinations

On the 25 April 2023 the Company completed the successful acquisition of Acuity
RM. The Company issued 45,709,570 ordinary shares and paid £500,000 in cash to
acquire the remaining share capital of Acuity RM and now holds 100% of the share
capital. Total value of consideration was £3.6m. Prior to the acquisition of
Acuity RM, the Company held a £625,000 investment in Acuity RM.

Consideration                           £'000
B/f cost of 25% stake in Acuity Ltd     625
acquired in 2020
Consideration to acquire remaining
share capital of Acuity RM on 25 April
2023
Issue of ordinary shares                3,085
Cash consideration                      500
Total consideration                     4,210

Management have undertaken a purchase price allocation exercise to assess the
value of the net assets acquired on acquisition. Management have concluded that
the fair value of the net assets acquired is equal to the book value, with the
difference between the consideration paid and the nets assets being allocated to
goodwill - see below. The value of the goodwill represents Acuity RM's
effective approach to risk assurance, their know how and technical understanding
of the market and deep customer relationships which are all driven by a strong
assembled workforce.

The goodwill has been tested for impairment at the reporting date as described
in note 11.

Recognised amounts of     Book Value  Fair Value Adjustments  Total
assets and liabilities
acquired                  £'000       £'000                   £'000
Goodwill                  1,673       (1,673)                 -
Capitalised software      338                                 338
Other fixed assets        37                                  37
Trade and other           310                                 310
receivables
Cash                      331                                 331
Trade and other payables  (327)                               (327)
Deferred Income           (1,369)                             (1,369)
Borrowings                (264)                               (264)
Total identifiable net    729         (1,673)                 (944)
assets
Goodwill                                                      5,154
Total consideration                                           4,210

Since 25 April 2023, Acuity RM has contributed a loss of £709,614 and revenue of
£1,351,185. Had Acuity RM been consolidated from 1 January 2023 it would show an
additional loss of £175,048 and revenue of £614,697.

25. Financial instruments and risk profile

The Group's and Company's financial instruments comprises investment, cash
balances, debtors and creditors that arise directly from its operations and
derivative instruments. The Group and Company are exposed to risk through the
use of financial instruments and specifically to liquidity and market price risk
and foreign exchange rate risks, which result from the Group's operating
activities.

The Board's policy for managing these risks is summarised below.

Liquidity and market price risks

The Group currently has an investment in KCR Residential REIT plc. Although this
is a traded investment it has limited liquidity. The Group and Company are
exposed to market price risk as shown by movements in the value of its equity
investment. Any such risk is regularly monitored bytheDirectors.

Foreign exchange rate risks

Acuity RM trades overseas and invoices in the local currency in territories with
currencies traded in major markets, but in less developed areas it will invoice
in £ Sterling or other major currency as agreed with the customer.

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders, benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. The Group monitors capital on the basis
of the carrying amount of equity, less cash and cash equivalents as presented on
the face of the Statement of financial position. The movement in the capital to
overall financing ratio is shown below:

                Group     Group     Company           Company
                31        31        31 December 2023  31 December 2022
                December  December
                2023      2022      £'000             £'000

                £'000     £'000
Equity          4,088     1,227     4,798             1,227
Less: cash and  (100)     (222)     (40)              (222)
cash
equivalents
Capital         3,988     1,005     4,758             1,005
Equity          4,088     1,227     4,798             1,227
Borrowings      319       -         -                 -
Overall         4,407     1,227     4,798             1,227
financing
Capital to      90.5%     81.9%     99.2%             81.9%
overall
financing

In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.

Credit risk

The Group's exposure to credit risk is limited to the carrying amount of
financial assets recognised at the balance sheet date.

               Group     Group             Company           Company
               31        31 December 2022  31 December 2023  31 December 2022
               December
               2023      £'000             £'000             £'000

               £'000
Trade and      1,255     122               16                122
other
receivables
Cash and cash  100       222               40                222
equivalents
Inter group    -         -                 392               -
loan
               1,355     344               448               344

The Directors consider that all the above financial assets are of reasonable
quality. No amounts shown above are considered to be past their duedate.

Summary of financial assets and liabilities by category

The carrying amount of financial assets and liabilities as recognised at the
balance sheet date of the reporting periods under review may also becategorised
as below:

                         Group     Group     Company   Company
                         31        31        31        31 December 2022
                         December  December  December
                         2023      2022      2023      £'000

                         £'000     £'000     £'000
Current assets
Trade and other          1,255     122       16        122
receivables
Cash and cash            100       222       40        222
equivalents
Inter group loan         -         -         392
Financial assets at      1,355     344       448       344
amortised cost
Financial assets at      244       930       244       930
FVTPL

Current liabilities
Trade and other          557       47        -         47
payables
Deferred income          1,016     -         -
Loans                    68        -         -
Financial liabilities    1,641     47        -         47
carried at amortised
cost
Financial liabilities    97        -         -         -
carried at FVTPL

Non current liabilities
Deferred Income          1,014     -         -         -
Financial liabilities    1,014     -         -         -
carried at amortised
cost
Financial liabilities    154       -         -         -
carried at FVTPL

The financial instruments held at fair value through profit or loss have been
valued in accordance with IFRS 13. In the current year, these are determined by
reference to quoted prices where there is an active market for identical assets
or liabilities. Otherwise, the fair value is determined by using valuation
techniques such as earnings multiples. There is no material difference between
the carrying value and fair value of the Group's aggregate financial assets and
liabilities.

Interest rate risk profile of financial liabilities

                           Group     Group     Company   Company
                           31        31        31        31 December 2022
                           December  December  December
                           2023      2022      2023      £'000

                           £'000     £'000     £'000
Floating rate financial    -         -         -         -
liabilities
Fixed rate financial       319       -         -         -
liabilities
Financial liabilities on   2,587     47        104       47
which no interest is paid
                           2,906     47        104       47

26. Subsidiary undertakings

At 31 December 2023 the Group held 100% of the equity of the following:

Company name  Country of    Principal activity    Holding  Class of shares
              registration
Acuity Risk   England       Software development  100%     Ordinary
Management
Ltd
World Life    England       Dormant               100%     Ordinary
Sciences
Limited

The registered address of the Acuity Risk Management Ltd is the same as that of
the parent company see note 27.

The registered address of World Life Sciences Limited is Burnham Yard, London
End, Beaconsfield, HP9 2JH. It is a company with no assets and was dissolved in
March 2024.

27. Company information

The Company is a Public Limited Company registered in England and Wales. The
registered office is 2nd Floor, 80 Cheapside, London EC2V 6EE.

28. Ultimate controlling party

The Directors believe that there is no overall controlling party of the Company.

29. Events after the balance sheet date

There are no events after the reporting date to be disclosed.

30. Contingent Liabilities

There are no contingent liabilities to be disclosed.


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