6PM Holdings p.l.c.

Company Registration Number: C41492

ANNUAL REPORT & ACCOUNTS 2023

Contents

__________________________________________________________________________________

1

2

Company details

3

Directors’ Report

5

Statement of Directors’ Responsibilities

6

Directors’ Statement of Compliance with the Code of Principles of Good Corporate

Governance

9

Other Disclosures in Terms of Capital Market Rules

11

Consolidated Statements of Total Comprehensive Income

12

Consolidated Statement of Financial Position

13

Company Statement of Financial Position

14

Consolidated Statement of Changes in Equity

15

Company Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Accounts

39

Independent Auditor’s Report

Company details

__________________________________________________________________________________

2

Directors

Mr David John Meaden

Mr Anoop Kang

Mr Philip Kelly

Mr Christopher Stone

Mrs Alice Cummings

Company secretary

Dr Luca Vella

Registered office

52, St Christopher Street

Valetta, VLT1462

Malta

Country of incorporation

Malta

Registration number

C41492

Auditor

PKF Assurance (Malta) Limited

15, Level 3

Mannarino Road

Birkirkara, BKR 9080

Malta

Banker

HSBC Bank Malta p.l.c.

Fleur-de-Lys Junction

St. Venera

SVR 1587

Malta

Legal adviser

VB Advocates

52 St. Christopher Street

Valletta

VLT 1462

Malta

Directors’ report

For the year ended 31 October 2023

__________________________________________________________________________________

3

Directors’ Report

The Directors present their annual report and the audited parent Company financial statements together with the Group’s

consolidated financial statements (the “financial statements”) of 6PM Holdings p.l.c. (“the Company”)

for the year ended 31

October 2023.

Principal Activities

and its subsidiary together are referred to in these consolidated financial statements as “the Group”.

Results and dividends

The results for the year ended 31 October 2023 are shown in the Statements of Total Comprehensive Income on page 11.

The Group registered a loss after tax of £874,660 (2022: £1,282,000). The Company registered a loss after tax of £478,155 (2022:

£920,000).

The Group forms part of the wider group held by Idox plc and consists of two non-trading entities, 6PM Holdings p.l.c and 6PM

Limited. The directors do not recommend the payment of a dividend.

Directors

The Directors of the Company who served during the year were:

Name

Executive/Non-executive/Independent Non-executive

Mr David John Meaden

Executive

Mr Anoop Kang

Executive

Mr Christopher Stone

Independent Non-executive

Mrs Alice Cummings

Independent Non-executive

Mr Philip Kelly

Independent Non-executive

In accordance with the Company’s articles of association the Directors of the Company shall be appointed by the shareholders in the

annual general meeting.

Events after the End of the Reporting Period

There are no material events occurring after the end of the reporting period.

Risks and Uncertainties

As evident from the Statements of Financial Position, the main risk for the Company and the Group is the eventuality that they

become unable to fulfil their obligations to creditors and bondholders. This risk is mitigated by the guaranteed support of the parent

company which will allow the Company and the Group to honour all current and future liabilities.

Going Concern

As required by Capital Markets Rule 5.62 issued by the Malta Financial Services Authority, and after due consideration of the Group’s

profitability, statement of financial position, capital adequacy, solvency and guarantee of support from the parent company, the

Directors are satisfied that at the time of approval of the financial statements, the Group has adequate access to resources to

continue to operate as a going concern for the foreseeable future.

The Directors, having made suitable enquiries and analysis of the accounts, consider that the Group has adequate resources to

continue in business for the foreseeable future, with support from the Group’s ultimate controlling party. In making this assessment,

the Directors have considered the Group’s ultimate controlling party, Idox Plc’s company budget, cash flow forecasts, available

banking facility with appropriate headroom in facilities and financial covenants.

In October 2023 the Idox plc refinanced with the National Westminster Bank plc, HSBC Innovation Bank Limited and Santander UK

plc. The facilities comprise a revolving credit facility of £75,000,000 which are committed until October 2026.

Directors’ report (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

4

Bondholders

The Group aims to keep in touch with the bondholders in Malta by making the official Idox plc financial results and the Company’s

financial results available via the online investor web pages. Company Announcements are also published by the Company in

compliance with its ongoing listing obligations in terms of the Capital Markets Rules.

Auditor

A resolution proposing the appointment of the auditor of the Company and the Group will be submitted at the Annual General

Meeting.

Disclosure of Information to the Auditor

At the date of making this report, the Directors confirm the following:

•

As far as each Director is aware, there is no relevant information needed by the independent auditor in connection with

preparing the audit report of which the independent auditor is unaware; and

•

Each Director has taken all steps that he or she ought to have taken as a Director in order to make himself/herself aware of

any relevant information needed by the independent auditor in connection with preparing the audit report and to establish

that the independent auditor is aware of that information.

Approved by the Board of Directors on 27 February 2024 and signed on its behalf by:

Anoop Kang

David Meaden

Director

Director

Statement of Directors’ Responsibilities

For the year ended 31 October 2023

__________________________________________________________________________________

5

The Companies Act, Cap 386 of the laws of Malta (the Act), requires the Directors to prepare financial statements for each financial

year ended which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit

or loss of the Company for that year.

In preparing those financial statements, the Directors are required to:

•

adopt the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business;

•

select suitable accounting policies and then apply them consistently;

•

make judgements and estimates that are reasonable and prudent;

•

account for income and charges relating to the accounting period on the accruals basis;

•

value separately the components of asset and liability items; and

•

report comparative figures corresponding to those of the preceding accounting period.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial

position of the Company and the Group and to enable them to ensure that the financial statements have been properly prepared in

accordance with the Companies Act, Cap 386 of the laws of Malta.

They are also responsible for safeguarding the assets of the Company and the Group and for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors, through support from management, are responsible for ensuring that the Company and Group design, implement and

maintain internal controls to provide reasonable assurance with regard to reliability of financial reporting, effectiveness and efficiency

of operations and compliance with applicable laws and regulations.

The Directors are responsible for the preparation and publication of the Annual Financial Report, including the consolidated

financial statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with

the requirements of the European Single Electronic Format Regulatory Technical Standard as specified in the Commission Delegated

Regulation (EU) 2019/815 (the “ESEF RTS”), and designing, implementing, and maintaining internal controls relevant to the

preparation of the Annual Financial Report that is free from material non-compliance with the requirements of the ESEF RTS, whether

due to fraud or error and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a

single electronic reporting format.

Management is responsible, with oversight from the Directors, for establishing a control environment and maintaining policies and

procedures to assist in achieving the objective of ensuring, as far as possible, the orderly and efficient conduct of the Company’s and

the Group’s business. This responsibility includes maintaining controls pertaining to the Company’s and the Group’s objective of

preparing financial statements as required by the Act and managing risks that may give rise to material misstatements in those

financial statements.

In determining which controls to implement to prevent and detect fraud, management considers the risks that

the financial statements may be materially misstated as a result of fraud.

Statement by the Directors on the Financial Statements and Other Information Included in the Annual Report

Pursuant to Capital Markets Rule 5.68, we, the undersigned, declare that to the best of our knowledge, the financial statements

included in the Annual Report, and prepared in accordance with the requirements of International Financial Reporting Standards as

adopted by the EU, give a true and fair view of the assets, liabilities, financial position and results of the Company and its

undertakings, and that this report includes a fair review of the development and performance of the business and position of the

Company and its undertakings, together with a description of the principal risks and uncertainties that it faces.

Signed on behalf of the Board of Directors on 27 February 2024 by:

Anoop Kang

David Meaden

Director

Director

Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance

For the year ended 31 October 2023

_______________________________________________________________________________

6

6PM Holdings p.l.c. (the ‘Company’) is committed to observing the principles of transparent, responsible corporate governance. The

Board considers compliance with corporate governance principles to constitute an important means of maintaining the confidence of

present and future shareholders, bondholders, creditors, employees, business partners and the public. Pursuant to the Capital Markets

Rules issued by the Malta Financial Services Authority 5.94 and 5.97, the Company is hereby presenting a statement of compliance

with the Code of Principles of Good Corporate Governance (“the Principles” or “the Code”) for the year ended 31 October 2023,

which details the extent to which the Principles have been adopted, as well as the effective measures taken by the Company to

ensure compliance with these Principles. Other than as stated in Part Two below, the Company has fully implemented the Principles

set out in the Code.

The Board recognises that, in virtue of Capital Markets Rule 5.101, the Company is exempt from the requirement to disclose the

information prescribed by Capital Markets Rules 5.97.1 to 5.97.3, 5.97.6 and 5.97.8.

Compliance with the Code

Principle 1 – The Board

The composition of the Board of Directors during the period ensures that the Company is led by individuals who have the necessary

skills and diversity of knowledge. The Board considers strategic issues, key projects and regularly monitors performance against

delivery of the key targets of the business plan.

In fulfilling its mandate, the Board assumes responsibility for, amongst others:

-

reviewing the Company’s strategy on an on-going basis, as well as setting the appropriate business objectives;

-

reviewing the effectiveness of the Company’s system of internal controls;

-

implementing an appropriate organisational structure for planning, executing, controlling and monitoring business

operations in order to achieve the Company’s objectives;

-

identifying and ensuring that significant risks are managed satisfactorily; and

-

ensuring that Company policies are being rigorously observed.

Principle 2 – Chairman and Chief Executive

The roles of the Chairman and the Chief Executive, set out in writing and agreed by the Board, were held separately for the period

to ensure that there was a clear distinction between the running of the Board and the executive responsibility for the running of the

business of the Company.

Principle 3 – Composition of the Board

Consistent with prior periods, the number of Directors shall be not less than three (3) and not more than six (6) individuals. This

range provides diversity of knowledge and experience without hindering effective discussion or diminishing individual accountability.

The Board of the Company who served during the year is disclosed on page 3 of the Directors report.

Dr Luca Vella acted as secretary to the Board.

The Board considers that, save for as indicated in Part Two of this Report, the independent non-executive Directors are independent

of management and free from any business or other relationship that could materially interfere with the exercise of their independent

judgment. The members of the Board have the balance of knowledge and experience as well as a strong non-executive presence to

allow continued scrutiny of performance, strategy and governance.

For the purpose of Capital Markets Rules 5.118 and 5.119, the independent non-executive Directors are deemed independent. The

Board believes that the independence of its Directors is not compromised because of long service or the provision of any other service

to the Group. Each Director is mindful of maintaining independence, professionalism and integrity in carrying out their duties,

responsibilities, whilst providing judgement as a Director of the Company.

The Board considers that none of the independent Directors of the Company:

•

is or has been employed in any capacity by the Company;

•

has or has had, over the past three years, a significant business relationship with the Company;

•

has received or receives significant additional remuneration from the Company in addition to their Director’s fee;

•

has close family ties with any of the Company’s executive Directors or senior employees; and

•

has been within the last three years an engagement partner or a member of the audit team or past external auditor of the

Company.

Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance

(continued)

For the year ended 31 October 2023

_______________________________________________________________________________

7

Principle 3 – Composition of the Board (continued)

Each of the independent Directors hereby declares that they undertake to:

•

maintain in all circumstances their independence of analysis, decision and action;

•

not seek or accept any unreasonable advantages that could be considered as compromising their independence; and

•

clearly express their opposition in the event that they find that a decision of the Board may harm the Company.

Principle 4 – The Responsibilities of the Board

The Board has responsibility for overseeing the strategic planning process and reviewing and monitoring management’s execution of

the corporate and business plan. The Board delegates certain powers, authorities and discretions to the audit committee. The role

and competence of such committee is further described in Principle 8 hereunder.

Principle 5 – Board Meetings

The Board meets in accordance with the requirements of the Company. The Board has a schedule of matters reserved for it to

discuss.

Each Director is expected to attend all meetings of the Board and Board committees of which the Director is a member. The Board

recognises that occasional meetings may need to be scheduled on short notice when the participation of a Director is not possible

and that conflicts may arise from time to time that will prevent a Director from attending or participating in a regularly scheduled

meeting. However, the Board expects that each Director will make every possible effort to keep such absences to a minimum.

Principle 6 – Information and Professional Development

The Company firmly believes in the professional development of all the members in the organisation. The CEO, appointed by the

Board, is responsible for establishing and implementing initiatives which are aimed to maintain and recruit employees and

management personnel. Furthermore, regular training exercises are held for the Group’s employees to keep abreast of current

technological trends and practices. Directors are encouraged to talk directly to any member of management regarding any questions

or concerns the Directors may have. Senior management are invited to attend Board meetings from time to time when appropriate.

Principle 7 – Evaluation of the Board’s Performance

The Board and each of its committees perform an annual self-evaluation of their performance.

Principle 8 – Committees

The Board delegates certain powers, authorities and discretions to the audit committee of the Company and of Idox plc, the ultimate

parent company, which has the same composition as the audit committee of the Company.

The audit committee’s primary role is to support the main Board in terms of quality control of the Company’s financial reports, its

internal controls and in managing the Board’s relationships with the external auditors.

The audit committee comprised the following non-executive Directors throughout the reporting period:

Mrs Alice Cummings - Independent non-executive Director

Mr Philip Kelly - Independent non-executive Director

Mr Christopher Stone - Independent non-executive Director

The audit committee met four times during the year.

In compliance with the Capital Markets Rule 5.118A, Mrs Alice Cummings is an independent, non-executive Director who is competent

in accounting and/or auditing matters in view of her professional qualifications and her considerable experience in the business and

financial world.

Principles 9 and 10 - Relations with Shareholders and with the Market and Institutional Shareholders

The Company is committed to having an open and communicative relationship with its bondholders and investors. The Board believes

that bondholders should have an opportunity to send communications to the Board. Any communication from a bondholder to the

Board generally or a particular Director should be in writing, signed, contain the number of bonds held in the sender’s name and

should be delivered to the attention of the company secretary at the registered office of the Company.

Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance

(continued)

For the year ended 31 October 2023

_______________________________________________________________________________

8

Principles 9 and 10 - Relations with Shareholders and with the Market and Institutional Shareholders (continued)

In this regard, with a view to retaining appropriate communication with investors a new communication channel was established by

the Company through which bondholders may address any concerns in connection with their investment in the Company’s 5.1%

unsecured bonds 2025 directly to the Company. Specifically, bondholders may forward any such queries to the Company via email

on [email protected] or by following the link to the dedicated investor channel at: http://health-

investor.idoxgroup.com/6pm-holdings-plc-information/.

Principle 11 - Conflicts of Interest

Directors should always act in the best interests of the Company and its shareholders and investors. The procedures internally

followed by the Board reflect how sensitive such situations, if and when they arise, are considered by the Company. In accordance

with the provisions of the Articles of Association of the Company, any actual, potential or perceived conflict of interest must be

immediately declared by a Director to the other members of the Board, who then (also possibly through a referral to the audit

committee) decide on whether such a conflict exists. In the event that the Board perceives such interest to be conflicting with the

Director’s duties, the conflicted Director is required to leave the meeting and both the discussion on the matter and the vote, if any,

on the matter concerned are conducted in the absence of the conflicted Director.

Principle 12 - Corporate Social Responsibility

The Company remains committed to be a responsible company and making a positive contribution to society and the environment.

This helps the Group develop strong relationships with its stakeholders and create long-term value for society and its business where

possible.

Part Two - Non-Compliance with the Code

Other than as stated below, the Company has fully implemented the principles set out in the Code.

Principle 7 - Evaluation of the Board

Even though the Board undertook a self-evaluation of its own performance, it did not appoint an ad hoc committee to carry out such

evaluation. The Board believes that the outcome of such self-assessment exercise currently provides the deliverables needed.

Principle 8 - Nomination Committee and Remuneration Committee

The Memorandum and Articles of Association of the Company regulates the appointment of Directors. Article 55.1 of the Articles of

Association provides that a member holding not less than 0.5% of the issued share capital of the Company having voting rights or a

number of members who in the aggregate hold not less than 0.5% of the issued share capital of the Company having voting rights

shall be entitled to nominate a fit and proper person for appointment as a Director of the Company. In addition, the Directors

themselves or a committee appointed for the purpose by the Directors may make recommendations and nominations to the

shareholders for the appointment of Directors at the next annual general meeting. Furthermore, in accordance with the provisions

of 55.3 of the Articles of Association of the Company, in the event that the Board is of the opinion that none of the Directors appointed

or elected in accordance with the provisions of these Articles is a non-executive independent Director competent in accounting and/or

auditing as required by the Capital Markets Rules relating to the composition of the audit committee, the Board shall, during the first

Board meeting after the annual general meeting, appoint a person who is independent and competent in accounting and/or auditing

as a non-executive Director and shall appoint such person to the audit committee.

The Board believes that the setting up of a nomination committee is currently not suited to the Company as envisaged by the spirit

of the Code.

The Board believes that the setting up of a remuneration committee is currently not suited to the Company. Idox plc, the ultimate

parent company, has a remuneration committee which devises the appropriate packages needed to attract, retain and motivate

Directors and senior executives possessing the necessary expertise and skills required for the Company’s ongoing operations and

future strategies.

Approved by the Board of Directors on 27 February 2024 and signed on its behalf by:

Anoop Kang

David Meaden

Director

Director

Other Disclosures in Terms of Capital Markets Rules

For the year ended 31 October 2023

_________________________________________________________________________________

9

Remuneration Policy – Directors

In accordance with the provisions of the Articles of Association of the Company, the aggregate emoluments of all Directors and any

increases thereto were determined by the shareholders in a general meeting. All Directors had service contracts and were

remunerated through a fellow Group Company in the period under review. No Director is entitled to any share option, profit sharing,

pension benefit or any other remuneration and no other fees were payable to any of the Directors during the period under review.

Remuneration Policy – Senior Executives

The Board of Directors determines and establishes the overall remuneration policy for senior management. The current remuneration

policy of the Company consists exclusively of fixed salaries, but senior executives are entitled to a bonus at the end of the year on

the attainment of certain Key Performance Indicators (KPIs). The Board considers that the current remuneration policy adopted is

fair and reasonable and enables the Company to attract, retain and motivate executives with the appropriate skills and qualities to

ensure proper management. The contracts of employment of all senior executives are of an indefinite nature and are subject to

statutory notice period. No senior executive is entitled to any payment upon termination.

For the financial year under review, the aggregate remuneration of the Directors of the ultimate parent company (Idox Plc) was as

follows:

Total

£

Executive

1,101,874

Non-executive

183,333

Total

1,285,207

The above noted Directors were paid via Idox Software Limited for their services.

Signed on behalf of the Board of Directors on 27 February 2024 by:

Anoop Kang

David Meaden

Director

Director

Other Disclosures in Terms of Capital Markets Rules

For the year ended 31 October 2023

_________________________________________________________________________________

10

Statement by Directors

Pursuant to Capital Markets Rule 5.64.1 - Share Capital Structure

The Company’s issued share capital of £4,150,811 is divided into twenty million, nine hundred and eighty-two thousand nine hundred

and thirty-eight (20,982,938) ordinary shares of £0.20 each, all fully paid up. All the issued share capital of the Company form part

of one class of ordinary shares in the Company, which were listed on the Malta Stock Exchange prior to the acquisition of all shares

issued in the capital of the Company by Idox plc on 20 March 2017. Following receipt of the necessary approval from the Malta

Financial Services Authority on the 29 May 2017, the Company announced the discontinuance of the listing of all of the Company’s

issued share capital on the Official List of the Malta Stock Exchange effective from 27 July 2017. All shares in the Company have the

same rights and entitlements and rank pari passu between themselves.

Pursuant to Capital Markets Rule 5.64.3 – Direct and Indirect Shareholdings

At 31 October 2023 all shares were held by Idox plc, save for one (1) ordinary share which, with effect from 18 September 2018, is

held by Idox Software Ltd (Registration No: 2933889), and there have been no changes in shareholding since that date to the date

of authorisation of these financial statements.

Pursuant to Capital Markets Rule 5.70.1 - Contracts of Significance

There were no loans between any of the Directors and company within the Group. Furthermore, there were no significant contracts

between any of the Directors and any of the Group companies aside from normal contracts of employment.

Pursuant to Capital Markets Rule 5.70.2 - Company Secretary and Registered Office

Dr Luca Vella

52, St Christopher Street

Valetta, VLT1462

Malta

E-mail address:

[email protected]

Signed on behalf of the Board of Directors on 27 February 2024 by:

Anoop Kang

David Meaden

Director

Director

6PM Holdings p.l.c

Consolidated Statements of Total Comprehensive Income

For the year ended 31 October 2023

_______________________________________________________________________________

11

Group

Group

Company

Company

Note

Year ended

31 October

2023

Year ended

31 October

2022

Year ended

31 October

2023

Year ended

31 October

2022

£’000

£’000

£’000

£’000

Revenue

-

-

-

-

Cost of sales

-

-

-

-

Gross profit

-

-

-

-

Administrative and other expenses

(86)

(86)

(79)

(74)

Gains/Losses from foreign exchange

151

(338)

151

(338)

Other operating income

-

-

-

-

Operating (loss) / profit

65

(424)

72

(412)

Finance income

7

225

138

137

138

Finance costs

7

(1,165)

(996)

(687)

(646)

Loss before taxation

8

(875)

(1,282)

(478)

(920)

Income tax charge

9

-

-

-

-

Loss after taxation

(875)

(1,282)

(478)

(920)

Loss for the financial year attributable

to:

Owners of the parent

(875)

(1,282)

(478)

(920)

(875)

(1,282)

(478)

(920)

Other comprehensive profit / (loss)

– items that may subsequently be

reclassified to profit and loss:

Foreign exchange profit / (loss) on consolidation

145

(312)

-

-

Other comprehensive profit / (loss) for the

financial year, net of tax

145

(312)

-

-

Total comprehensive loss for the financial

year

(730)

(1,594)

(478)

(920)

Total comprehensive loss for the financial

year attributable to:

Owners of the parent

(730)

(1,594)

(478)

(920)

(730)

(1,594)

(478)

(920)

Basic earnings per share

10

(0.04)p

(0.06)p

Diluted earnings per share

10

(0.04)p

(0.06)p

6PM Holdings p.l.c

Consolidated Statements of Financial Position

For the year ended 31 October 2023

_______________________________________________________________________________

12

Note

31 October

31 October

2023

2022

Assets

£’000

£’000

Current assets

Other receivables

12

5

8

Cash and cash equivalents

13

6

10

11

18

Total assets

11

18

Current liabilities

Trade and other payables

14

(9,659)

(8,818)

(9,659)

(8,818)

Non-current liabilities

Bonds in issue

15.2

(11,207)

(11,325)

Total liabilities

(20,866)

(20,143)

Net liabilities

(20,855)

(20,125)

Equity

Share capital

18.1

4,151

4,151

Accumulated losses

(24,226)

(23,351)

Translation reserve

18.2

(780)

(925)

Total deficit

(20,855)

(20,125)

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2024 and were signed

on its behalf by:

Anoop Kang

David Meaden

Director

Director

6PM Holdings p.l.c

Company Statements of Financial Position

For the year ended 31 October 2023

__________________________________________________________________________________

13

Note

31 October

2023

31 October

2022

Assets

£’000

£’000

Non-current assets

Investments in subsidiaries

11

1

1

1

1

Current assets

Other receivables

12

5,106

3,372

Cash and cash equivalents

13

-

2

5,106

3,374

Total assets

5,107

3,375

Current liabilities

Trade and other payables

14

(2,555)

(226)

(2,555)

(226)

Non-current liabilities

Bonds in issue

15.2

(11,207)

(11,325)

Total liabilities

(13,762)

(11,552)

Net liabilities

(8,655)

(8,177)

Equity

Share capital

18.1

4,151

4,151

Accumulated losses

(12,806)

(12,328)

Total deficit

(8,655)

(8,177)

The financial statements were approved by the Board of Directors and authorised for issue on 27 February 2024 and were signed

on its behalf by:

Anoop Kang

David Meaden

Director

Director

6PM Holdings p.l.c

Consolidated Statements of Changes in Equity

For the year ended 31 October 2023

__________________________________________________________________________________

14

Share

capital

Accumulated

losses

Translation

reserve

Deficit

attributable

to owners

of

the parent

Total

£’000

£’000

£’000

£’000

£’000

At 1 November 2021

4,151

(22,069)

(613)

(18,531)

(18,531)

Comprehensive loss for the year:

Loss for the year

-

(1,282)

(312)

(1,594)

(1,594)

Total comprehensive loss for the

year

-

(1,282)

(312)

(1,594)

(1,594)

At 31 October 2022

4,151

(23,351)

(925)

(20,125)

(20,125)

Comprehensive loss for the year:

(Loss)/profit for the year

-

(875)

145

(730)

(730)

Total comprehensive (loss)/profit

for the year

-

(875)

145

(730)

(730)

At 31 October 2023

4,151

(24,226)

(780)

(20,855)

(20,855)

6PM Holdings p.l.c

Company Statements of Changes in Equity

For the year ended 31 October 2023

__________________________________________________________________________________

15

Share

Accumulated

capital

Losses

Total

£’000

£’000

£’000

At 1 November 2021

4,151

(11,408)

(7,257)

Comprehensive profit for the year:

Loss for the year

-

(920)

(920)

Total comprehensive profit for the year

-

(920)

(920)

At 31 October 2022

4,151

(12,328)

(8,177)

Comprehensive loss for the year:

Loss for the year

-

(478)

(478)

Total comprehensive loss for the year

-

(478)

(478)

At 31 October 2023

4,151

(12,806)

(8,655)

6PM Holdings p.l.c

Consolidated Statement of Cash Flows

For the year ended 31 October 2023

__________________________________________________________________________________

16

Group

Group

Company

Company

Note

Year

ended

31 October

2023

Year

ended

31 October

2022

Year

ended

31 October

2023

Year

ended

31 October

2022

£’000

£’000

£’000

£’000

Cash flows from operating activities

Loss before taxation

(875)

(1,282)

(478)

(920)

Finance income

7

(225)

(138)

(137)

(138)

Finance costs

7

1,165

996

687

646

Adjusted (loss) / profit from operations before

changes in working capital

65

(424)

72

(412)

Movement in other receivables

12

3

23

562

569

Movement in trade and other payables

14

841

1,200

32

(13)

Cash inflows from operations

909

799

666

144

Income tax paid

-

-

-

-

Net cash inflow from operating activities

909

799

666

144

Cash flows from investing activities

Finance income

7

225

138

137

138

Net cash inflow / (outflow) from investing

activities

225

138

137

138

Cash flows from financing activities

Interest paid and other finance income

(1,182)

(1,024)

(670)

(618)

Net cash outflow from financing activities

(1,182)

(1,024)

(670)

(618)

Net (decrease) / increase in cash and cash

equivalents

(48)

(87)

133

(336)

Cash and cash equivalents at beginning of year

10

53

2

38

Exchange gain / (loss) on cash and cash equivalents

44

44

(134)

300

Cash and cash equivalents at end of year

6

10

0

2

Comprising:

Cash at bank

13

6

10

0

2

6

10

0

2

Notes to the Accounts

For the year ended 31 October 2023

__________________________________________________________________________________

17

1.

Nature of operations

6PM Holdings p.l.c. (the “Company”) and its subsidiary company (the “Group”) are non-trading.

comparatives) were approved and authorised for issue by the Board of Directors on 27 February 2024.

Amendments to IAS 12 Income Taxes – effective for periods commencing on or after 1 January 2023.

future operating results and the determination of a suitable discount rate.

All assets, liabilities, other income, administrative and other expenses are unallocated.

The key management personnel are remunerated through fellow Group Company, Idox Software Ltd (see note 20.3).

8.

Loss before taxation

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

26

8.

Loss before taxation (continued)

Other financial items consist of the following:

These other financial items have been recognised within administrative and other expenses.

is recoverable against suitable future trading profits.

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

27

31 October 2022: £Nil)

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

28

Amounts receivable from group companies in 2023 are receivable from Idox Software Limited.

As at 31 October 2023 and 31 October 2022, no amounts were held by a third party in a bank deposit account.

Related party payables are due to Idox Software Ltd, Idox plc and 6pm Limited (see notes 20.1 and 20.2).

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

29

Trade and other payables

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

36

Financial instruments measured at amortised cost for which the fair value is disclosed are detailed in notes 12, 13 and 1.

British Pounds as an exchange difference arises on translation for consolidation.

Notes to the Accounts (continued)

For the year ended 31 October 2023

__________________________________________________________________________________

37

the level of capital as is determined to be necessary by issuing new shares or adjusting the level of debt.

controlling party.

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

39

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Opinion

We have audited the Parent Company’s financial statements of 6PM Holdings p.l.c. (the “Parent”) and its sole subsidiary (the

“Group”), set on pages 11 to 38, which comprise the Group’s and Parent Company’s statements of financial position as at 31 October

2023, and the Group’s and Parent Company’s statements of comprehensive income, the Group’s and Parent Company’s statements

of changes in equity and the Group’s and Parent Company’s statements of cash flows for the year then ended, and notes to the

Group’s and Parent Company’s financial statements, including a summary of significant accounting policies and other explanatory

information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and of the

Group as at 31 October 2023, and of their financial performance and cash flows for the year then ended in accordance with

International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”), and have been properly prepared in

accordance with the requirements of the Companies Act, Cap. 386 (the “Act”).

Our opinion in our audit of the financial statements is consistent with our additional report to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’

Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession

(Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our

audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services we have provided to the company are in accordance

with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article

18A of the Accountancy Profession Act (Cap. 281).

The non-audit services that we have provided to the Company and to the Group, in the period from 1 November 2022 to 31 October

2023, are disclosed in note 8 to the financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

40

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Key audit matters (continued)

Area

Reason

Audit Response

Going concern

At balance sheet date, the Company and Group

had net liabilities amounting to £8.7 million and

£20.9 million respectively. Consequently, this

warrants specific audit focus.

As explained in note 4.1 – Going Concern, the

Directors have obtained assurance that the

majority shareholder of the Company will

continue to support the Company and the

Group financially on an ongoing basis, to enable

them to meet their liabilities as and when they

fall due.

Our audit procedures included:

•

Evaluated management’s assessment of the Company

and Group ability to continue as a going concern, and

considered whether management’s assessment includes

all relevant information of which we were aware as a

result of the audit.

•

Raised enquiries to management as to its knowledge of

events or conditions beyond the period of management’s

assessment that may cast significant doubt on the Parent

and Group’s ability to continue as a going concern.

•

Obtained written confirmation from Idox plc, being the

major shareholder of the Company and the Group, that it

will continue to support them to ensure that they will be

able to meet their liabilities as they fall due in the ordinary

course of business for the next 12 months.

•

Assessed the financial strength of Idox plc and ensured

that they have sufficient financial resources to support the

Company and the Group as required.

•

Assessed the adequacy of the disclosures made in note

4.1 -

, of the financial statements.

Based on the audit work done we concluded that

management’s use of the going concern assumption in the

preparation of the financial statements is appropriate.

Other information

The Directors are responsible for the other information. The other information comprises (i) the Directors’ Report, (ii) the Statement

of Directors’ Responsibilities, (iii) Statement by the Directors on the Financial Statements and Other Information included in the

Annual Report, (iv) the Directors’ Statement of Compliance with the Code of Principles of Good Corporate Governance, (v)

Remuneration Statement and (vi) Other Disclosures in terms of the Capital Market Rules, which we obtained prior to the date of this

auditor’s report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information, including the Directors’ Report.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially misstated.

With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosures required by Article

177 of the Act and the statement required by Rule 5.62 of the Capital Markets Rules on the Company’s and the Group’s ability to

continue as a going concern.

Based on the work we have performed, in our opinion:

•

the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent

with the financial statements, an

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

41

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Other information (continued)

•

the Directors’ Report has been prepared in accordance with the Act

In addition, in light of the knowledge and understanding of the Company and the Group and their environment obtained in the

course of the audit, we are required to report if we have identified material misstatements in the Directors’ Report and other

information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard.

Responsibilities of the Directors and those charged with governance for the financial statements

The Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as

adopted by the EU and are properly prepared in accordance with the provisions of the Maltese Companies Act (Cap.386), and for

such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company and the Group’s ability to continue

as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting

unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those

charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

As part of an audit in accordance with the ISAs, we exercise professional judgement and maintain professional scepticism throughout

the audit. We also:

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and Group’s internal

control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures

made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence

obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s

and Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However

future events or conditions may cause the Company or the Group to cease to continue as a going concern.

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

42

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Auditor’s responsibilities for the audit of the financial statements (continued)

•

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and

whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the

Company and the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,

supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear

on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance

in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in

our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefit of such communication.

Report on other legal and regulatory requirements

Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken a reasonable assurance

engagement in accordance with the requirements of the Accountancy Profession (European Single Electronic Format) Assurance

Directive

issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281), hereinafter referred to as the

“ESEF Directive 6”, on the annual financial report of the Company and the Group for the year ended 31 October 2023, prepared in

a single electronic reporting format.

Solely for the purposes of our reasonable assurance report on the compliance of the annual financial report with the requirements

of the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, Directors’ responsibilities for the Financial

Statements, the Corporate Governance Statement of Compliance, the annual financial statements, Company Information, and the

Independent auditor’s report, as set out in Capital Markets Rules 5.55.

The directors are responsible for:

•

the preparation and publication of the Annual Financial Report, including the consolidated financial statements and the

relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the requirements of

the ESEF RTS,

•

designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that

is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error, and

consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic

reporting format.

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

43

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Report on other legal and regulatory requirements (continued)

Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial

statements and the relevant electronic tags therein comply, in all material respects, with the ESEF RTS, based on the evidence we

have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

The nature, timing and extent of procedures we performed, including the assessment of the risks of material non-compliance with

the requirements of the ESEF RTS, whether due to fraud or error, were based on our professional judgement and included:

•

Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial reporting process,

including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS, but not for

the purpose of expressing an assurance opinion on the effectiveness of these controls.

•

Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has

been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

•

Examining the information in the Annual Financial Report to determine whether all the required tags therein have been

applied and evaluating the appropriateness, in all material respects, of the use of such tags in accordance with the

requirements of the ESEF RTS.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance opinion.

In our opinion, the Annual Financial Report for the year ended 31 October 2023 has been prepared, in all material respects, in

accordance with the requirements of the ESEF RTS. This reasonable assurance opinion only covers the transfer of the information in

Annual Financial Report into a single electronic reporting format as required by the ESEF RTS, and therefore does not cover the

information contained in the Annual Financial Report.

The Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets Rules”) require the Directors to

prepare and include in their Annual Report a Statement of Compliance with the Code of Principles of Good Corporate Governance

providing an explanation of the extent to which they have adopted the Code of Principles of Good Corporate Governance and the

effective measures that they have taken to ensure compliance throughout the accounting period with those Principles.

Capital Markets Rules also require us, as the auditor of the Company and of the Group, to include a report on the Statement of

Compliance with the Code of Principles of Good Corporate Governance prepared by the Directors.

We read the Statement of Compliance with the Code of Principles of Good Corporate Governance and consider the implications for

our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements included in

the Annual Report. Our responsibilities do not extend to considering whether this statement is consistent with any other information

included in the Annual Report.

We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of

Compliance with the Code of Principles of Good Corporate Governance cover all risks and controls, or form an opinion in the

effectiveness of the Company’s corporate governance procedures or its risk and control procedures.

In our opinion, the Statement of Compliance with the Code of Principles of Good Corporate Governance set out on pages 6 to 8 has

been properly prepared in accordance with the requirements of the Capital Market Rules as issued by the Malta Financial Services

Authority.

PKF Assurance (Malta) Limited

Independent auditor’s report

To the shareholders of 6PM Holdings p.l.c.

Report on the audit of the financial statements

_______________________________________________________________________________________________

44

PKF Assurance (Malta) Limited ■ 15 ■ Level 3 ■ Mannarino Road ■ Birkirkara BKR 9080 • Malta

Tel: +356 2148 4373 • +356 2149 3041 • Fax: +356 2148 4375 • Email:

[email protected]

■ Web:

www.pkfmalta.com

Accountancy Board Reg. No. AB/2/15/07 ■ Company Reg. No. C70069 • VAT No, MT23332001

PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duty licensed to act as an approved auditor under the terms of regulation 5 of the Insurance Business (Approved Auditor) Regulations 2000 made under the

Insurance Business Act. Chapter, 403 of the Laws of Malta and is regulated by the same. PKF Assurance (Malta) Limited is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Report on other legal and regulatory requirements (continued)

Pursuant to Rule 12.26K of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required to

draw up a Remuneration Report, whose contents are to be in line with the requirements listed in Appendix 12.1 to Chapter 12 of the

Capital Markets Rules. Our responsibility is laid down by Rule 12.26N of the Capital Markets Rules, which requires us to check that

the information that needs to be provided in the Remuneration Report, as required in terms of Chapter 12 of the Capital Markets

Rules, including Appendix 12.1, has been included. In our opinion, the Remuneration Report set out on page 9 includes the

information that needs to be provided in the Remuneration Report in terms of the Capital Markets Rules.

Pursuant to article 179B(1) of the Act, we report under matters not already reported upon in our ‘Report on the Audit of the Financial

Statements’:

•

We were first appointed to act as statutory auditor by the board of directors on 01 October 2019 for the financial year

ended 31 October 2019 and were subsequently reappointed as statutory auditors by the members of the Company on an

annual basis. The period of total uninterrupted engagement as statutory auditor including previous reappointments of the

firm is 5 years; and

•

our opinion on our audit of the financial statements is consistent with the additional report to the those charged with

governance required to be issued by the Audit Regulation (as referred to in the Act).

We also have responsibilities under the Maltese Companies Act, Cap 386 to report to you if, in our opinion:

-

Adequate accounting records have not been kept or that proper returns adequate for our audit have not been received from

branches not visited by us.

-

The financial statements are not in agreement with the accounting records and returns.

-

We have not received all the information and explanations we require for our audit.

We have nothing to report to you in respect of these responsibilities.

The principal in charge of the audit resulting in this independent auditor’s report is George Mangion for and on behalf of

PKF Assurance (Malta) Limited

Registered Auditors

15, Level 3

Mannarino Road

Birkirkara

BKR 9080

Malta

27 February 2024