6PM Holdings p.l.c.
Company Registration Number: C41492
ANNUAL REPORT & ACCOUNTS 2024
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
38
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 2024
__________________________________________________________________________________
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 2024.
Principal Activities
Results and dividends
The results for the year ended 31 October 2024 are shown in the Statements of Total Comprehensive Income on page 11.
The Group registered a loss after tax of £122,917 (2023: £874,660). The Company registered a loss after tax of £117,105 (2023:
£478,155).
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 budget, cash flow forecasts, available banking facility
with appropriate headroom in facilities and financial covenants.
In October 2024 the Group extended its loan agreement with National Westminster Bank plc, HSBC Innovation Bank Limited and
Santander UK plc. The facilities comprise a revolving credit facility of £75,000,000 and a £45,000,000 accordion and are committed
until October 2027. Idox p.l.c. retains significant liquidity with cash and available committed bank facilities and has strong headroom
against financial covenants. Idox p.l.c. has performed detailed financial forecasting, as well as severe stress-testing in their financial
modelling, but have not identified any credible scenarios that would cast doubt on their ability to continue as a going concern. The
Group’s bond of €13m is redeemable in July 2025 and will be repaid using the existing revolving credit facility. According to the
Directors’ assessment, Idox plc has sufficient existing funding available to repay this.
Directors’ report (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
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 28 February 2025 and signed on its behalf by:
Anoop Kang
David Meaden
Director
Director
Statement of Directors’ Responsibilities
For the year ended 31 October 2024
__________________________________________________________________________________
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 are 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 28 February 2025 by Anoop Kang and David Meaden as per the Directors’ Declaration
on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report
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 2024
_______________________________________________________________________________
6
Introduction
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 2024,
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 2024
_______________________________________________________________________________
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.
Audit Committee
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 Mark Milner - Non-executive Director of Idox plc
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 2024
_______________________________________________________________________________
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, the Company has a communication channel 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
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 28 February 2025 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 2024
_________________________________________________________________________________
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 have service contracts and were remunerated through a fellow Group Company in the period under review. All directors
are subject to a six month notice period per their service contracts. 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.
For the financial year under review, the aggregate remuneration of the Directors of the ultimate parent company (Idox Plc) was as
follows:
Total
£
Executive
1,127,044
Non-executive
210,000
Total
1,337,044
The above noted Directors were paid via Idox Software Limited for their services.
Signed on behalf of the Board of Directors on 28 February 2025 by:
Anoop Kang
David Meaden
Director
Director
Other Disclosures in Terms of Capital Markets Rules (continued)
For the year ended 31 October 2024
_________________________________________________________________________________
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. 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 2024 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:
Signed on behalf of the Board of Directors on 28 February 2025 by:
Anoop Kang
David Meaden
Director
Director
6PM Holdings p.l.c
Consolidated Statements of Total Comprehensive Income
For the year ended 31 October 2024
_______________________________________________________________________________
11
Group
Group
Company
Company
Note
Year ended
31 October
2024
Year ended
31 October
2023
Year ended
31 October
2024
Year ended
31 October
2023
£’000
£’000
£’000
£’000
Revenue
-
-
Cost of sales
-
-
Gross profit
-
-
Administrative and other expenses
(72 )
(86 )
(66)
(79)
Gains/Losses from foreign exchange
542
151
Other operating income
-
-
Operating (loss) / profit
476
72
Finance income
7
-
137
Finance costs
7
(593 )
(1,165 )
(593)
(687)
Loss before taxation
(123 )
(875 )
(117)
(478)
Income tax charge
9
-
-
Loss after taxation
(123 )
(875 )
(117)
(478)
Loss for the financial year attributable
to:
Owners of the parent
(123 )
(875 )
(117)
(478)
(123 )
(875 )
(117)
(478)
Other comprehensive profit / (loss)
– items that may subsequently be
reclassified to profit and loss:
Foreign exchange profit on consolidation
-
-
Other comprehensive profit for the financial
year, net of tax
-
-
Total comprehensive profit/ (loss) for the
financial year
(730 )
(117)
(478)
Total comprehensive profit/ (loss) for the
financial year attributable to:
Owners of the parent
(730 )
(117)
(478)
(730 )
(117)
(478)
Basic earnings per share
10
(0.01 )p
(0.04 )p
Diluted earnings per share
10
(0.01 )p
(0.04 )p
6PM Holdings p.l.c
Consolidated Statements of Financial Position
For the year ended 31 October 2024
_______________________________________________________________________________
12
Note
31 October
31 October
2024
2023
Assets
£’000
£’000
Current assets
Other receivables
12
Cash and cash equivalents
13
Total assets
Current liabilities
Trade and other payables
14
(13,006 )
(9,659 )
Bonds in issue
15.2
(10,808 )
(23,814 )
(9,659 )
Non-current liabilities
Bonds in issue
15.2
(11,207 )
Total liabilities
(23,814 )
(20,866 )
Net liabilities
(20,499 )
(20,855 )
Equity
Share capital
18.1
Accumulated losses
(24,349 )
(24,226 )
Translation reserve
18.2
(301 )
(780 )
Total deficit
(20,499 )
(20,855 )
The financial statements were approved by the Board of Directors and authorised for issue on 28 February 2025 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 2024
__________________________________________________________________________________
13
Note
31 October
2024
31 October
2023
Assets
£’000
£’000
Non-current assets
Investments in subsidiaries
11
1
1
1
1
Current assets
Other receivables
12
4,991
5,106
Cash and cash equivalents
13
-
-
4,991
5,106
Total assets
4,992
5,107
Current liabilities
Trade and other payables
14
(2,956)
(2,555)
Bonds in issue
15.2
(10,808)
(13,764)
(2,555)
Non-current liabilities
Bonds in issue
15.2
-
(11,207)
Total liabilities
(13,764)
(13,762)
Net liabilities
(8,772)
(8,655)
Equity
Share capital
18.1
4,151
4,151
Accumulated losses
(12,923)
(12,806)
Total deficit
(8,772)
(8,655)
The financial statements were approved by the Board of Directors and authorised for issue on 28 February 2025 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 2024
__________________________________________________________________________________
14
Share
capital
Accumulated
losses
Translation
reserve
Deficit
attributable
to owners
of
the parent
Total
£’000
£’000
£’000
£’000
£’000
At 1 November 2022
(23,351 )
(925 )
(20,125 )
(20,125 )
Comprehensive (loss)/profit for the
year:
Loss for the year
(875 )
(730 )
(730 )
Total comprehensive (loss)/profit
for the year
(875 )
(730 )
(730 )
At 31 October 2023
(24,226 )
(780 )
(20,855 )
(20,855 )
Comprehensive (loss)/profit for the
year:
(Loss)/profit for the year
(123 )
Total comprehensive (loss)/profit
for the year
(123 )
At 31 October 2024
(24,349 )
(301 )
(20,499 )
(20,499 )
6PM Holdings p.l.c
Company Statements of Changes in Equity
For the year ended 31 October 2024
__________________________________________________________________________________
15
Share
Accumulated
capital
Losses
Total
£’000
£’000
£’000
At 1 November 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)
Comprehensive loss for the year:
Loss for the year
-
(117)
(117)
Total comprehensive loss for the year
-
(117)
(117)
At 31 October 2024
4,151
(12,923)
(8,772)
6PM Holdings p.l.c
Consolidated Statement of Cash Flows
For the year ended 31 October 2024
__________________________________________________________________________________
16
Group
Group
Company
Company
Note
Year
ended
31 October
2024
Year
ended
31 October
2023
Year
ended
31 October
2024
Year
ended
31 October
2023
£’000
£’000
£’000
£’000
Cash flows from operating activities
Loss before taxation
(123 )
(875 )
(117)
(478)
Finance income
7
(225 )
-
(137)
Finance costs
7
593
687
Adjusted profit from operations before changes in
working capital
476
72
Movement in other receivables
(3,309 )
(2,180)
562
Movement in trade and other payables
2,697
32
Cash inflows from operations
993
666
Income tax paid
-
-
Net cash inflow from operating activities
993
666
Cash flows from investing activities
Finance income
7
-
137
Net cash inflow from investing activities
-
137
Cash flows from financing activities
Interest paid and other finance income
(637 )
(1,182 )
(549)
(670)
Net cash outflow from financing activities
(637 )
(1,182 )
(549)
(670)
Net (decrease) / increase in cash and cash
equivalents
(129 )
(48 )
444
133
Cash and cash equivalents at beginning of year
-
2
Exchange gain / (loss) on cash and cash equivalents
(444)
(135)
Cash and cash equivalents at end of year
-
-
Comprising:
Cash at bank
13
-
-
-
-
Notes to the Accounts
For the year ended 31 October 2024
__________________________________________________________________________________
17
1.
Nature of operations
General information and statement of compliance with IFRS
6PM Holdings p.l.c. is a public limited liability company incorporated and domiciled in Malta 52, St
with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) and
Changes in accounting policies
New and amended standards adopted by the Group
There were no additional standards, amendments and interpretations that had a material impact on the Group’s financial
statements during the year.
New standards and interpretations not yet adopted
At the date of authorisation of these financial statements, the following new standards, amendments and interpretations to
existing standards have been published. These are mandatory for forthcoming financial periods, but which the Group has not
adopted early. These are not expected to have a material impact on the entity in the current or future reporting periods and
on foreseeable future transactions. The Group intends to adopt these new and amended standards and interpretations, if
applicable, when they become effective.
•
Summary of accounting policies
Going concern
The Directors, having made suitable enquiries and analysis of the accounts, consider that with support from the ultimate parent
company, Idox plc , the Group has adequate resources to continue in business for the foreseeable future. In making this
assessment, the Directors have considered Idox plc’s budget, cash flow forecasts, available banking facility with appropriate
headroom in facilities and financial covenants, and levels of recurring revenue.
In October 2024, Idox plc extended its loan agreement with National Westminster Bank plc, HSBC Innovation Bank Limited and
Santander UK plc. The facilities comprise a revolving credit facility of £75,000,000 and a £45,000,000 accordion and are
committed until October 2027. Idox plc retains significant liquidity with cash and available committed bank facilities and has
strong headroom against financial covenants. The ultimate parent company has performed detailed financial forecasting, as
well as severe stress-testing in their financial modelling, but have not identified any credible scenarios that would cast doubt
on their ability to continue as a going concern. The Group’s bond of €13m is redeemable in July 2025 and will be repaid using
the existing revolving credit facility. According to the Directors’ assessment, Idox plc has sufficient existing funding available to
repay this.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
18
Basis of preparation
The consolidated financial statements have been prepared under the historical cost convention and in accordance with the
significant accounting policies and measurement bases summarised below.
The Directors consider that the Group and the Company have adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these consolidated financial
Basis of consolidation
The consolidated financial statements incorporate the results of 6PM Holdings p.l.c. and the entities that it controls (its
subsidiaries).
A subsidiary is a company controlled directly by the Company. Control is achieved where the Company has the power over
the investee, rights to variable returns and the ability to use the power to affect the investee’s returns.
Income and expenses of subsidiaries acquired during the year are included in the consolidated statement of total comprehensive
income from the effective date of control until the date that control ceases. When necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-Group transactions and balances, and any unrealised income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted
investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are
Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date
of the transaction. Monetary assets and liabilities have been translated at rates in effect at the reporting date, with any exchange
adjustments being charged or credited to profit or loss. These are generally included within operating profit/loss except in the
case of significant exchange differences arising on investing or financing activities, which are classified within investment
Income, investment losses or finance costs as appropriate and in the case of exchange gains and losses arising on intra-group
Segment reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and
incur expenses (including revenues and expenses related to transactions with other components of the same entity), whose
operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete financial information is available. The chief
Administrative and other expenses
Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies
generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Investment in subsidiaries is included in the company’s statement of financial position at cost less any impairment loss that
may have arisen. Income from investment is recognised only to the extent of distributions received by the company from post-
acquisition profits. Distributions received in excess of such profits are regarded as a recovery of the investment and are
recognised as a reduction of the cost of the investment.
At the end of each reporting period, the company reviews the carrying amount of its investment in subsidiaries to determine
whether there is any indication of impairment and, if any such indication exists, the recoverable amount of the investment is
estimated.
An impairment loss is the amount by which the carrying amount of an investment exceeds its recoverable amount.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
4.7 Investment in subsidiaries (continued)
19
The recoverable amount is the higher of fair value less costs to sell and value in use. An impairment loss that has been previously
recognised is reversed if the carrying amount of the investment exceeds its recoverable amount. An impairment loss is reversed
only to the extent that the carrying amount of the investment does not exceed the carrying amount that would have been
determined if no impairment loss had been previously recognised. Impairment losses and reversals are recognised immediately
Impairment of investment in subsidiaries
All assets are tested for impairment, to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the Directors
estimate the recoverable amount of the cash-generating unit to which the asset belongs.
A cash-generating unit is tested for impairment annually, or more frequently when there is indication that the unit may be
impaired. All other individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's (or cash-generating unit's) carrying amount exceeds its
recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use,
management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to
the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset
enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market
assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount of goodwill, if any, allocated to that cash-
generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the
exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may
no longer exist.
An impairment loss is reversed if the asset’s or cash-generating unit’s recoverable amount exceeds its carrying
amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss on other non-financial assets subsequently reverses, the carrying amount of the asset or cash-
generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group has become a party to the
contractual provisions of the instrument.
Classification
From 1 November 2018, the Group classifies its financial assets in the following measurement categories:
•
those to be measured subsequently at fair value (either through OCI or through profit or loss), and
•
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows. The Group’s financial assets are classified at amortised cost.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held-for-trading, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI). The Group
reclassifies debt instruments when and only when its business model for managing those assets changes.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
4.9
Financial instruments (continued)
20
The Group recognises a financial asset in its statement of financial position when it becomes a party to the contractual provisions
Measurement
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
(a)
Amortised cost
: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included
in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly
in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses
are presented as separate line item in the statement of profit or loss.
(b)
FVOCI
: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’
cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange
gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or
loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest
income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange
gains and losses are presented in other gains/(losses) and impairment expenses are presented as separate line item in the
statement of profit or loss.
FVPL
: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt
investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other
gains/(losses) in the period in which it arises. From 1 November 2018, the Group assesses on a forward looking basis the
expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment
From 1 November 2018, the Group assesses on a forward-looking basis the expected credit losses associated with its debt
instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a
significant increase in credit risk.
Assets carried at amortised costs
For financial assets carried at amortised costs, the amount of the loss is measured as the difference between the asset’s carrying
amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred)
discounted at the financial asset’s original effective interest rate. The asset’s carrying amount is reduced and the amount of the
loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the
reversal of the previously recognised impairment loss is recognised in the profit or loss.
Until 31 October 2018, the Group classified its financial assets, other than investment in subsidiary, in the following categories:
loans and receivables and held-to-maturity. The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at initial recognition.
(a)
Loans and receivables
(b)
Financial Assets at fair value through profit or loss (FVTPL)
(c)
Held to maturity (HTM) investments
(d)
Available for sale (AFS) Investments
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
4.9
Financial instruments (continued)
21
Other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
Cash and cash equivalents comprise cash on hand and on deposit with a maturity of 3 months or less from inception and are
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its
financial liabilities.
Bond
Bonds in issue are recorded initially at fair value, net of direct transaction costs. The bonds are subsequently carried at their
amortised cost and finance charges are recognised in profit or loss over the term of the instrument using an effective rate of
interest.
Trade and other payables are not interest-bearing, these are initially stated at their fair value and subsequently at amortised
Equity instruments
Income taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other
comprehensive income or directly in equity.
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the
reporting period.
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported because
some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The
Group’s and the Company’s liability for current tax is calculated using rates and laws that have been enacted or substantively
enacted by the end of reporting period date.
difference will be utilised against future taxable income. This is assessed based on the Group's and the Company’s forecast of
future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused
tax loss or credit.
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss, it is not accounted for. No deferred tax is recognised on initial recognition of
goodwill.
Deferred tax liabilities are not recognised for taxable temporary differences arising on investments in subsidiaries where the
Group and the Company are able to control the timing of the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary
differences arising on investments in subsidiaries where it is probable that taxable profit will be available against which the
temporary difference can be utilised, and it is probable that the temporary difference will reverse in the foreseeable future.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted at the reporting date and
are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax liabilities are provided in full and are not discounted.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
4.10
Income taxes (continued)
22
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in profit or loss, except where they
relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited
directly to equity.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a
Equity, reserves and dividend payments
Equity comprises the following:
•
Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are recognised
as a deduction from equity.
•
“Translation reserve”, a non-distributable reserve that represents the exchange differences arising from the translation of
the financial statements of subsidiaries into the Group’s presentational currency; and
•
“Accumulated losses” represent the accumulated losses attributable to equity shareholders.
Significant management judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements in conformity with generally accepted accounting practice requires management to
make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent
assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Assumptions and accounting
estimates are subject to regular review.
Any revisions required to accounting estimates are recognised in the period in which
the revisions are made including all future periods affected.
Significant management judgements
The following are significant management judgements in applying the accounting policies of the Group and the Company that
have the most significant effect on the financial statements.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable
income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In
addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties in various
tax jurisdictions.
Estimation uncertainty
Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets,
liabilities, income and expenses is provided below. Actual results may be substantially different.
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on
expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about
Segmental reporting - Group
IFRS 8 requires operating segments to be identified based on internal reports about components of the Group that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.
Information reporting to the Group’s chief operating decision maker (the Board of Directors) for the purpose of resource
allocation and assessment performance is focussed on the service provided. There are no operating segments for the year
ended 31 October 2024, or the year ended 31 October 2023, given the nature of the Group is costs associated with being a
holding company and servicing the bond.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
5.
Segmental reporting – Group (continued)
23
Operating segments
The following is an analysis of the Group’s results from continuing operations, there are no segments given the nature of the
Group is costs associated with being a holding company and servicing the bond:
Year ended 31 October 2024
Unallocated |
Total |
|
£’000 |
£’000 |
|
Administrative and other expenses |
(72) |
(72) |
Gains/(losses) from foreign exchange |
124 |
124 |
Finance income |
- |
- |
Finance costs |
(175) |
(175) |
Loss before tax |
(123) |
(123) |
Segment assets |
3,315 |
3,315 |
Segment liabilities |
(23,814) |
(23,814) |
Non-current assets |
- |
- |
Year ended 31 October 2023
Unallocated |
Total |
|
£’000 |
£’000 |
|
Administrative and other expenses |
(86) |
(86) |
Gains/(losses) from foreign exchange |
151 |
151 |
Other operating income |
- |
- |
Finance income |
225 |
225 |
Finance costs |
(1,165) |
(1,165) |
Loss before tax |
(875) |
(875) |
Segment assets |
11 |
11 |
Segment liabilities |
(20,866) |
(20,866) |
Non-current assets |
- |
- |
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
24
Employee remuneration
Employee benefits expense
Key management personnel compensation
Finance income/costs
for the year presented consist of the following:
Group |
Group |
Company |
Company |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Inter group revenue |
- |
225 |
- |
137 |
Effective interest rate adjustment |
- |
- |
- |
- |
- |
225 |
- |
137 |
for the year presented consist of the following:
Group |
Group |
Company |
Company |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Interest on bond securities |
549 |
583 |
549 |
583 |
Effective interest rate adjustment |
44 |
16 |
44 |
17 |
Intercompany interest |
- |
565 |
- |
88 |
593 |
1,164 |
593 |
687 |
8.
Loss before taxation
Year ended |
Year ended |
|
31 October |
31 October |
|
2024 |
2023 |
|
Group |
£’000 |
£’000 |
Total remuneration payable to the parent Company's auditor (in respect of the |
||
undertakings included in the consolidation) for the audit of the consolidated |
||
financial statements |
15 |
16 |
Total fees payable to other auditors |
10 |
10 |
Total fees payable to the Company's auditor for non-audit services |
1 |
1 |
Year ended |
Year ended |
|
31 October |
31 October |
|
2024 |
2023 |
|
Company |
£’000 |
£’000 |
Total remuneration payable to the Company's auditor for the audit of the |
||
Company's financial statements |
15 |
16 |
Total fees payable to other auditors |
10 |
10 |
Total fees payable to the Company's auditor for non-audit services |
1 |
1 |
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
8.
Loss before taxation (continued)
25
Other financial items consist of the following:
Group |
Group |
Company |
Company |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Gain / (loss) from exchange differences on |
||||
receivables/translation of euro bond |
124 |
151 |
124 |
151 |
These other financial items have been recognised within administrative and other expenses.
Income tax
The major components of tax expense and the reconciliation of the expected tax income based on the domestic effective tax
rate of the Company at 35% (2023: 35%) and the reported tax expense in profit or loss are as follows:
Group |
Group |
Company |
Company |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Loss before taxation |
(123) |
(875) |
(117) |
(478) |
Expected tax expense |
(43) |
(306) |
(41) |
(167) |
Factors affecting tax expense for the year: |
||||
Expenses not deductible |
43 |
306 |
41 |
167 |
Actual tax expense |
- |
- |
- |
- |
Group |
Group |
Company |
Company |
|
Year ended |
Year ended |
Year ended |
Year ended |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Tax expense comprises: |
||||
Current tax expense |
- |
- |
- |
- |
Tax expense |
- |
- |
- |
- |
At 31 October 2024, the company had unabsorbed capital allowances of £3,860,153 (2023: £4,018,130), and unabsorbed
losses of £5,208,496 (2023: £5,421,654).
This unprovided deferred tax asset
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
26
Earnings per share and dividend
Earnings per share - Group
Basic earnings per share is based on the total profit after tax for the year attributable to the owners of the parent and the
weighted average number of shares in issue during the year.
Year ended | Year ended | |
31 October | 31 October | |
2024 | 2023 | |
Loss attributable to equity holders of the Group (£’000) | (123) | (875) |
Weighted average number of shares in issue | 20,982,938 | 20,982,938 |
Basic earnings per share (£) | (0.01) | (0.04) |
Diluted earnings per share is calculated by adjusting the average number of shares in issue during the year to assume
conversion of all dilutive potential ordinary shares. The Group had no potentially dilutive shares in the year ended 31 October
2024 or the year ended 31 October 2023. Diluted earnings per share is therefore the same as basic earnings per share.
During the year ended 31 October 2024,
Investments in subsidiaries
£’000 | |
Cost | |
At 1 November 2023 | 7,445 |
Adjustment to prior year | - |
Disposal of subsidiary | - |
At 31 October 2024 | 7,445 |
Impairment | |
At 1 November 2023 | 7,444 |
Adjustment to prior year | - |
Disposal of subsidiary | - |
At 31 October 2024 | 7,444 |
Net book value | |
At 31 October 2024 | 1 |
At 31 October 2023 | 1 |
Composition of the Group
Details of the Company’s subsidiaries are as follows:
Name of | Registered address | Principal | Place of | % ownership held | |
subsidiary | Activity | incorporation | 31 October | 31 October | |
and operation | 2024 | 2023 | |||
6PM Limited | 52, St Christopher Street, Valetta, | Healthcare IT | Malta | 99.99 | 99.99 |
VLT1462, Malta | solutions | ||||
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
27
Other receivables consist of the following:
Group |
Group |
Company |
Company |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Other receivables |
1 |
- |
- |
- |
Prepayments |
6 |
5 |
6 |
5 |
Amounts receivable from ultimate |
||||
parent company |
3,308 |
- |
3,308 |
3,308 |
Amounts receivable from group |
||||
companies |
- |
- |
1,677 |
1,793 |
3,315 |
5 |
4,991 |
5,106 |
The Directors consider the carrying value of other receivables is approximate to its fair value. All the Group’s and Company’s
other receivables have been reviewed for indicators of impairment.
Amounts receivable from immediate parent Company, group undertakings and related parties are unsecured, carry an interest
rate of 0% due to them being non-trading (2023: 3.25%) and have no fixed date of repayment.
Cash and cash equivalents
Cash and cash equivalents consist of the following:
Group |
Group |
Company |
Company |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash at bank and in hand: |
||||
GBP |
- |
1 |
- |
- |
EUR |
- |
5 |
- |
- |
Cash and cash equivalents |
- |
6 |
- |
- |
Trade and other payables
Trade and other payables consist of the following:
Group |
Group |
Company |
Company |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade payables |
- |
- |
- |
- |
Accruals and contract liabilities |
226 |
242 |
226 |
242 |
Amounts owed to group companies |
12,716 |
9,255 |
2,724 |
2,306 |
Other payables |
64 |
162 |
6 |
7 |
13,006 |
9,659 |
2,956 |
2,555 |
Amounts due to immediate parent Company, group undertakings and related parties are unsecured, carry an interest rate of
0% due to them being non-trading (2023: 3.25%) and have no fixed date of repayment.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
28
Financial instruments
15.1 Categories of financial assets and financial liabilities
The carrying amounts of financial assets and financial liabilities in each category are as follows:
Loans and |
||
Group |
Receivables |
|
31 October 2024 |
(amortised cost) |
Total |
£’000 |
£’000 |
|
Financial assets |
||
Other receivables |
3,309 |
3,309 |
Cash and cash equivalents |
- |
- |
Short-term financial |
||
| assets |
3,309 |
3,309 |
3,309 |
3,309 |
Loans and |
|||
Group |
Receivables |
||
31 October 2023 |
(amortised cost) |
Total |
|
£’000 |
£’000 |
||
Financial assets |
|||
Other receivables |
a) |
- |
- |
Cash and cash equivalents |
6 |
6 |
|
Short-term financial |
|||
| assets |
6 |
6 |
|
6 |
6 |
a)
These amounts only represent trade and other receivables that are financial assets.
Group |
31 October |
31 October |
2024 |
2023 |
|
Financial liabilities |
£’000 |
£’000 |
Other liabilities (amortised cost): |
||
Bonds in issue |
10,808 |
11,207 |
Trade payables |
- |
- |
Other payables |
64 |
162 |
Amounts owed to group companies |
12,716 |
9,255 |
Accruals |
226 |
242 |
23,814 |
20,866 |
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
15
Financial instruments (continued)
15.1
Categories of financial assets and financial liabilities (continued)
29
Loans and | |||
Company | receivables | ||
31 October 2024 | (amortised cost) | Total | |
£’000 | £’000 | ||
Financial assets | |||
Receivables | b) | 4,984 | 4,984 |
Cash and cash equivalents | - | - | |
Short-term financial assets | 4,984 | 4,984 | |
4,984 | 4,984 |
Loans and | |||
Company | receivables | ||
31 October 2023 | (amortised cost) | Total | |
£’000 | £’000 | ||
Financial assets | |||
Receivables | b) | 2,805 | 2,805 |
Cash and cash equivalents | - | - | |
Short-term financial assets | 2,805 | 2,805 | |
2,805 | 2,805 |
a)Includes an equity investment carried at cost less impairment charges because fair value cannot be determined reliably.
b)These amounts only represent other receivables that are financial assets.
Company | 31 October | 31 October |
2024 | 2023 | |
Financial liabilities | £’000 | £’000 |
Other liabilities (amortised cost): | ||
Bonds in issue | 10,808 | 11,207 |
Trade payables | - | - |
Accruals | 226 | 242 |
Other payables | 6 | 10 |
Amounts owed to group companies | 2,724 | 7 |
13,764 | 11,466 |
A description of the Group’s and the Company’s financial instrument risks, including risk management objectives and policies is
given in note 16.
The methods used to measure financial assets and liabilities reported at fair value are described in note 15.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
15
Financial instruments (continued)
.
30
15.2
Bonds in issue
Bonds in issue are measured at amortised cost.
Group and Company |
||
31 October |
31 October |
|
2024 |
2023 |
|
£’000 |
£’000 |
|
Current |
||
130,000 bonds at €100 each |
10,808 |
- |
Non-current |
||
130,000 bonds at €100 each |
11,207 |
|
This note provides information about the contractual terms of the company’s borrowings. For more information about the
company’s exposure to interest rate and liquidity risk, refer to Note 16.
By virtue of an offering memorandum dated 8 July 2015, the company issued €13,000,000 bonds with a face value of €100
each. The bond’s interest is payable annually in arrears on 31 July each year. The bonds are redeemable at par and are due
for redemption on 31 July 2025.
The Group plans to fully redeem these bonds in 2025 out of funds provided by its ultimate controlling party, Idox p.l.c.. In
October 2024, Idox p.l.c. extended its loan agreement with National Westminster Bank p.l.c., HSBC Innovation Bank Limited,
and Sandtancer UK p.l.c. This extension includes a revolving credit facility of £75m and a £45m accordion, committed until
October 2027. Idox p.l.c. maintains strong liquidity with cash and available committed bank facilities, ensuring substantial
headroom against financial covenants.
The bonds have been admitted on the Official List of the Malta Stock Exchange on 07 August 2015. The quoted market price
as at 31 October 2024 for the bonds was €99 (2023: €99.01). In the opinion of the directors these market prices fairly represent
the fair value of these financial liabilities
Other financial instruments
The carrying amount of the following financial assets and liabilities is considered a reasonable approximation of fair value:
•
Other receivables
•
Cash and cash equivalents
•
Financial instrument risk exposure and management
The Group and the Company are exposed to various risks in relation to financial instruments.
The Group’s and the Company’s
financial assets and liabilities by category are summarised in note 15.1. The main types of risks are market risk, credit risk and
liquidity risk.
Risk management objectives and policies
This note describes the Group’s and the Company’s objectives, policies and process for managing those risks and the methods
used to measure them.
The Group and the Company do not actively engage in the trading of financial assets for speculative purposes, nor does it write
options. The most significant financial risks to which the Group and the Company are exposed are described below.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
31
Market risk analysis
The Group and the Company are exposed to market risk through its use of financial instruments and specifically to currency
risk and interest rate risk, which result from both its operating and investing activities.
Most of the Group’s transactions are carried out in Great British Pounds. Exposures to currency exchange rates arise from the
Group’s minority of purchases which are predominantly denominated in Euros. The Group and the Company also hold debt
securities issued in euro.
Foreign currency exposure tends to be on the payment side and is mainly in relation to the Great British pound strength relative
to the Euro or US dollar. This transactional risk is considered manageable and is monitored by the Group. The Group and the
Company do not enter into forward exchange contracts to mitigate the exposure to foreign currency risk.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are disclosed below.
The amounts shown are those reported to key management translated into GBP at the closing rate:
Long-term |
|||||
31 October 2024 |
Short-term exposure |
exposure |
|||
EUR |
GBP |
USD |
MKD |
EUR |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Financial assets |
7 |
- |
- |
- |
- |
Financial liabilities |
- |
(11,921) |
- |
- |
(10,808) |
Net exposure |
7 |
(11,921) |
- |
- |
(10,808) |
Long-term |
|||||
31 October 2023 |
Short-term exposure |
exposure |
|||
EUR |
GBP |
USD |
MKD |
EUR |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
Financial assets |
11 |
- |
- |
- |
- |
Financial liabilities |
- |
(12,308) |
- |
- |
(11,207) |
Net exposure |
11 |
(12,308) |
- |
- |
(11,207) |
The Group’s reporting currency is Great British pounds (GBP), while certain costs, assets and liabilities are denominated in
euros (EUR).
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
16. Financial instrument risk exposure and management (continued)
16.1
Market risk analysis (continued)
32
The table below sets out the prevailing exchange rates in the years reported.
Year ended |
Year ended |
As at |
As at |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
Average |
Average |
Closing |
Closing |
|
EUR / GBP |
0.8532 |
0.8698 |
0.8333 |
0.8674 |
The following table illustrates the sensitivity of the reported loss before tax and equity for the year ended 31 October 2024 to
material exchange rate movements in the Pound relative to the Euro.
It assumes a +/- 10% change in the Pound relative to the closing rates for this currency employed in the year ended 31 October
2024.
If the pound had strengthened against the euro by 10%, the impact, in £ terms, on these consolidated financial statements
would have been:
Year ended |
Year ended |
|
31 October |
31 October |
|
2024 |
2023 |
|
£’000 |
£’000 |
|
Profit/(loss) before tax |
853 |
1,107 |
Equity |
853 |
1,107 |
If the pound had weakened against the euro by 10%, the impact, in £ terms, on these consolidated financial statements would
have been:
Year ended |
Year ended |
|
31 October |
31 October |
|
2024 |
2023 |
|
£’000 |
£’000 |
|
Profit/(loss) before tax |
(853) |
(1,107) |
Equity |
(853) |
(1,107) |
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions.
Nonetheless, the
Interest rate sensitivity
The Group’s and the Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing.
Long-term
borrowings are therefore usually at fixed rates.
Management monitors the movement in interest rates and, where possible, mitigates material movements in such rates by
restructuring the Group’s financing structure.
At 31 October 2024 and 31 October 2023, the Group is exposed to changes in market interest rates through short-term bank
overdrafts at variable interest rates and interest receivable on cash balances. The Group considers its exposure to interest rate
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
16.
Financial instrument risk exposure and management (continued)
33
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group or Company. The Group and the Company
are exposed to this risk for various financial instruments, for example by granting loans and receivables, placing deposits, etc.
The Group and the Company do not have a significant concentration of risk, with exposure spread over a number of third
parties.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are reputable banks with high
quality external credit ratings.
The Group’s and Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised
at the reporting date, as summarised below:
Group |
Group |
Company |
Company |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Cash and cash equivalents |
- |
6 |
- |
1 |
Other receivables |
3,309 |
- |
4,984 |
2,805 |
3,309 |
6 |
4,984 |
2,805 |
The Group and the Company continuously monitor defaults of customers and other counterparties, identified either individually
or by group, and incorporates this information into its credit risk controls.
The Group’s and the Company’s management consider that all the above financial assets that are not impaired or past due for
Liquidity risk is the risk that the Group or the Company might be unable to meet their obligations.
The Group and the Company
manage liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast
cash inflows and outflows due in day-to-day business.
The data used for analysing these cash flows is consistent with that used in the contractual maturity analysis below.
Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls.
Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the Group and the Company can
meet liabilities as they fall due and, ensuring adequate working capital using bank borrowing arrangements.
In managing liquidity risk, the main objective of the Group and the Company is therefore to ensure they have the ability to pay
all liabilities as they fall due. The Group and the Company monitor levels of working capital to ensure that they can meet liability
payments as they fall due.
The Group and the Company consider expected cash flows from financial assets in assessing and managing liquidity risk, in
particular their cash resources and other receivables.
The Group’s cash resources, other receivables and continued support
from the Idox Group ensure it has access to sufficient cash to meet its cash outflow requirements.
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
16. Financial instrument risk exposure and management (continued)
16.3 Liquidity risk (continued)
34
The tables below show the undiscounted cash flows on the Group’s financial liabilities as at 31 October 2024 and 31 October
2023, based on their earliest possible contractual maturity (including interest payments where applicable):
At 31 October 2024 |
||||
Greater |
||||
Within |
than 5 |
|||
Total |
1 year |
2-5 years |
years |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade payables |
- |
- |
- |
- |
Other payables |
64 |
64 |
- |
|
Amounts owed to group companies |
12,716 |
12,716 |
- |
- |
Accruals |
226 |
226 |
- |
- |
Bonds in issue |
11,360 |
11,360 |
- |
- |
24,366 |
24,366 |
- |
- |
At 31 October 2023 |
||||
Greater |
||||
Within |
than 5 |
|||
Total |
1 year |
2-5 years |
years |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Trade payables |
- |
- |
- |
- |
Other payables |
162 |
110 |
52 |
|
Amounts owed to group companies |
9,255 |
9,255 |
- |
- |
Accruals |
242 |
242 |
- |
- |
Bonds in issue |
11,207 |
582 |
10,625 |
- |
20,866 |
10,189 |
10,677 |
- |
The tables below show the undiscounted cash flows on the Company’s financial liabilities as at 31 October 2024 and 31
October 2023, based on their earliest possible contractual maturity:
At 31 October 2024 |
||||
Greater |
||||
Within |
than 5 |
|||
Total |
1 year |
2-5 years |
years |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Accruals |
226 |
226 |
- |
- |
Bonds in issue |
11,360 |
11,360 |
- |
- |
11,586 |
11,586 |
- |
- |
At 31 October 2023 |
||||
Greater |
||||
Within |
than 5 |
|||
Total |
1 year |
2-5 years |
years |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Accruals |
242 |
242 |
- |
- |
Bonds in issue |
11,207 |
582 |
10,625 |
- |
11,449 |
824 |
10,625 |
- |
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
35
Fair value measurement
Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three
levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement,
as follows:
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to
the fair value measurement. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the year
ended 31 October 2024 (2023: none).
There are no financial assets or liabilities measured at fair value on a recurring basis as at 31 October 2024 or 31 October
2023.
Share capital
The total allotted share capital of the Company is:
Issued and |
||
31 October 2024 and 2023 |
Authorised |
called up |
£’000 |
£’000 |
|
25,000,000 ordinary shares of £0.20 each |
||
(20,982,938 of which have been issued and called up) |
5,000 |
4,151 |
Rights and obligations
Translation reserve
The translation reserve arises on consolidation of subsidiaries’ financial statements presented in currencies other than Great
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
36
Capital management
The Group’s and the Company’s capital management objectives are:
•
to ensure the Group’s and the Company’s ability to continue as a going concern; and
•
to provide long-term returns to shareholders by pricing products and services commensurately with the level of risk.
The Group and the Company define and monitor capital on the basis of the carrying amount of equity plus its outstanding
borrowings, less cash and cash equivalents as presented on the face of the statement of financial position and as follows:
Group |
Group |
Company |
Company |
|
31 October |
31 October |
31 October |
31 October |
|
2024 |
2023 |
2024 |
2023 |
|
£’000 |
£’000 |
£’000 |
£’000 |
|
Deficit |
(20,499) |
(20,855) |
(8,772) |
(8,655) |
Bonds in issue |
10,808 |
11,207 |
10,808 |
11,207 |
Cash and cash equivalents |
- |
(6) |
- |
- |
(9,691) |
(9,653) |
2,036 |
(2,552) |
The Board of Directors monitors the level of capital as compared to the Group’s and the Company’s commitments and adjusts
Related party transactions
The Group's related parties include its associates, key management and others as described below.
Unless otherwise stated, none of the transactions incorporates special terms and conditions and no guarantees were given or
received.
The terms and conditions do not specify the nature of the consideration to be provided in settlement.
All related party transactions were made on an arm’s length basis.
20.1
Group related party transactions
The related party transactions of the Group relate to cash flows and trading transactions.
The amount due from / (payable to) related parties of the Group at the reporting date are as disclosed below:
31 October |
31 October |
|
2024 |
2023 |
|
£’000 |
£’000 |
|
Amounts due from/ (payable to) related parties: |
||
Idox Software Ltd |
(12,716) |
(12,563) |
Idox plc |
3,308 |
3,308 |
Related party transactions with Idox Software Ltd totalling £2,400 were recognised as costs in the Group’s statement of
comprehensive income during the year ended 31 October 2024 (2023: £447,302).
Notes to the Accounts (continued)
For the year ended 31 October 2024
__________________________________________________________________________________
20.
Related party transactions (continued)
37
20.2
Company related party transactions
The related party transactions of 6PM Holdings p.l.c., the Company, solely relate to cash flows on related party payables and
receivables. There are no related party trading transactions to be disclosed.
The amounts due from / (payable to) subsidiaries of the Company at the reporting date are as disclosed below:
Year ended | Year ended | |
31 October | 31 October | |
2024 | 2023 | |
£’000 | £’000 | |
Amounts due from / (payable to) subsidiaries: | ||
6PM Limited | (2,724) | (2,295) |
(2,724) | (2,295) |
Year ended | Year ended | |
31 October | 31 October | |
2024 | 2023 | |
£’000 | £’000 | |
Amounts due from / (payable to) to other group parties: | ||
Idox Software Limited | 1,718 | 1,793 |
Parent company - Idox plc | 3,308 | 3,308 |
5,026 | 5,100 |
Transactions with key management personnel
For the financial period under review, the aggregate remuneration of the Directors of the ultimate parent company (Idox plc)
were as follows:
Year ended | Year ended | |
31 October | 31 October | |
2024 | 2023 | |
£’000 | £’000 | |
Remuneration of Directors: | ||
Remuneration | 1,337 | 1,285 |
Social security costs | 230 | 171 |
Company pension contributions to defined contributions scheme | - | - |
Total | 1,567 | 1,456 |
Ultimate controlling party
6PM Holdings p.l.c. is the parent Company of the Group and is solely owned by Idox plc. Therefore, Idox plc is the ultimate
Independent auditor’s report
To the shareholders of 6PM Holdings p.l.c.
Report on the audit of the financial statements
_______________________________________________________________________________________________
38
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
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
2024
, 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 expl
anatory
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 2024, 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 2023 to 31 October
2024, 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.
39
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
Key audit matters (continued)
Area
Reason
Audit Response
Going concern
At balance sheet date, the Company and Group
had net liabilities amounting to £8.8 million and
£20.5 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 -
Going concern
, 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.
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 abilit
y to
continue as a going concern.
40
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
Other information (continued)
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 cons
istent
with the financial statements, and
•
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 infor
mation 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 con
tinue
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.
41
responsibility or
liability for the actions or inactions of any individual member or correspondent firm or firms.
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
Auditor’s responsibilities for the audit of the financial statements (continued)
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related d
isclosures
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.
•
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 discl
osure 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
Report on compliance of the Annual Financial Report 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”)
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
2024,
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.
Responsibilities of the Directors for the Annual Financial Report
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.
42
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
Report on other legal and regulatory requirements (continued)
Auditor’s responsibilities for the Reasonable Assurance Engagement
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.
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 October 2024 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.
Report on the Statement of Compliance with the Code of Principles of Good Corporate Governance
The Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets Rules”) require the Director
s 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
effe
ctiveness 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.
43
PKF Assurance (Malta) Limited
•
Co. Reg. C 70069
•
Accountancy Board Reg: AB/2/15/07
•
VAT: MT23332001
15, Level 3-4 Mannarino Road
•
Birkirkara
•
BKR 9080
•
Malta
•
+356 2148 4373
•
•
www.pkfmalta.com
PKF Assurance (Malta) Ltd is a Maltese Limited liability company that is duly authorised 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 of PKF Global, the network of member firms of PKF International Limited, each of which is a separate and independent legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s).
PKF Assurance (Malta) Limited
Report on other legal and regulatory requirements (continued)
Report on Remuneration Report
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.
Matters on which we are required to report by the Act, specific to public interest entities
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 6
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).
Other matters on which we are required to report by exception under the Companies Act
Under the Maltese Companies Act, Cap 386, we are required 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
28 February 2025