Essensys Regulatory News (ESYS)

31 October 2023

essensys plc 

("essensys" or the "Group") 

Full year results 

essensys plc (AIM:ESYS), the leading global provider of software and technology to the flexible workspace industry, announces its audited results for the financial year ended 31 July 2023. 

On track to return to profit and cash generation

· Reorganisation of global operations to align cost base with current revenues and near-term growth opportunities largely complete

· Headcount reduced to 122 (previously 180) following completion of reorganisation

· £8m annualised operational cost reduction achieved

Focus on larger, strategic customers

· Strong SaaS metrics performance from strategic customer1 cohort

· Strategic customers now account for 77% of Group revenue (FY22: 72%)

· Strategic customer Net Revenue Retention is 108% (FY22: 105%), total customer Net Revenue Retention 98% (FY22: 101%)

· Zero strategic customer churn

· 21 new customers signed in the period, of which 15 live in FY23

Resilient financial performance

· Group total revenues up 9% driven by new site activity, 94% of new sites with strategic customers

· Adjusted EBITDA2 loss improved by 10% year on year and 7% ahead of market expectations

· Strong US performance, our primary growth market and 62% of Group revenue (up 20%; 10% at constant currency)

· UK & Europe revenues down 11%, reflecting ongoing strategic customer portfolio rebalancing and expected churn of low value customers

· Recurring revenues2 83% of total revenue (FY22: 86%)

· ARR2 £20.0m, down -9%, reflecting churn of non-strategic customers, lower occupancy-based marketplace revenues and foreign exchange movement

· Group remains debt-free with cash balance of £7.9m. Additional £2m unsecured loan facility provided by Mark Furness, the Group CEO and largest shareholder, which is a related party transaction under the AIM Rules for Companies and is described further below.

Current trading and outlook

· Sales pipeline remains strong with strategic customers' expansion plans and new customer opportunities underpinning future growth

· ARR contracted but not yet live as of 31 July £1.1m

· Extended sales cycles and delays to capital deployment continue to reflect macroeconomic uncertainty

· On track to return to run-rate positive Adjusted EBITDA in FY24 and net cash generation in FY25

· Future growth and margin expansion is expected to be supported by improving customer mix and upsell of new products and product modules

· The Group remains confident in the longer-term structural growth opportunity

Mark Furness, Chief Executive Officer of essensys, said:

"Delivering 9% revenue growth is a resilient performance in a challenging macro context and a testament to the quality of our product and teams. We have accelerated our plans to return to profitability and cash generation by realising £8 million of annualised cost savings which align our cost base and investments to current revenues and the near-term market opportunity. As we enter FY24, essensys is a leaner organisation and has the right operational base to support our customers as they increasingly prioritise automation and tenant experience across their premium office footprint. 

"We remain on track to return to run-rate positive Adjusted EBITDA in FY24 and net run rate cash generation in FY25 and the Group is confident in the longer-term structural growth opportunity in the flexible workspace market."

Financial summary:

For further information, please contact:  

Notes 

1. A strategic customer is typically a global landlord or a large specialist flexible workspace operator who has the potential to deliver $1m of Annual Recurring Revenue.

2. Adjusted EBITDA is earnings before interest, tax, depreciation, amortisation, exceptional restructuring costs and other non-trading items such as impairment, share option charges and exchange differences. 

3. Further definitions included in Financial Review

About essensys plc 

essensys is the leading global provider of software and technology for flexible, digitally-enabled spaces, buildings and portfolios. The essensys Platform simplifies and automates the delivery and management of next generation, flexible, multi-tenant real estate. 

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The real estate industry is transforming - it must be flexible to changing market demands, accommodate hybrid working styles, provide move-in ready spaces and deliver frictionless experiences and on-demand services. The office sector is becoming an increasingly digital-first landscape - driven by end-user demand and delivering digitally enabled spaces is key to success. Our software and technology is designed and developed to help solve the complex operational challenges faced by landlords and flexible workspace operators as they grow and scale their operations. We help our customers to deliver a simple, secure and scalable proposition, respond to changing occupier demands in a hybrid world, provide seamless occupier experiences, and realise smart building and?ESG ambitions. 

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Founded in 2006 and listed on the AIM market of the London Stock Exchange since 2019, essensys is active in the UK, Europe, North America and APAC.

Chairman's statement

In the 2023 financial year our primary goals of delivering our upgraded core product, essensys Platform and taking actions to accelerate our return to profitability and cash generation have been achieved. 

It is a credit to all our people at essensys that we have been able to accelerate these programmes - and deliver Adjusted EBITDA ahead of market expectations - while retaining our commitment to delivering quality products for high value customers. 

In a challenging macro context, particularly for landlords, achieving revenue growth of 9% in FY23 shows the resilience of our model and the underlying demand for flexible workspace solutions. 

Inevitably, we have had to take difficult decisions this year to manage our cost base. I would like to thank all of essensys' people, including those who left us in the last twelve months, for their diligence, persistence and integrity.

I would also like to thank Alan Pepper for five years of valued and important leadership as CFO and COO. Alan stepped down from his Board responsibilities and left essensys during the financial year after the conclusion of the reorganisation and resultant simplification of operational structures, which removed the need for the Chief Operating Officer ("COO") role.

As we look ahead to our 2024 financial year, we are on track to return to run-rate positive Adjusted EBITDA in FY24, with net cash generation expected to follow in FY25. We remain debt-free and have a net cash position of £7.9m at year end. 

We now have a strong platform to drive sustainable growth. essensys remains extremely well placed to take advantage of the increasing demand for flexible workspace, notwithstanding the drag on spend in the current environment. We continue to see opportunities to grow with flexible workspace operators and traditional landlords, as they build their presence in the flexible workspace industry. 

Strategic and operational review

2023 has been a year of continued progress for our business. Our strategy to target only large landlords and flexible workspace providers is continuing to drive improvements in customer mix, product adoption and revenue quality. The performance of this strategic customer cohort underpins our confidence in our long-term growth plans, with this group delivering strong SaaS metrics whilst providing significant future expansion opportunities.

Our accelerated investment into new product development over the past three years is also beginning to deliver results. 75% of all customers have now migrated onto essensys Platform and we are also nearing the full launch of our smart access solution which converges hardware and software to provide a powerful answer to the challenges of delivering access control in a flexible, hybrid world.

Hybrid work is now embedded across companies of all sizes and has led to a complete rethink of how, when and why we use offices. This is driving significant change in the real-estate industry. Companies now want flexibility, agility and access to high quality amenities and services from their landlords and workspace providers. This is resulting in a period of significant change for the real-estate industry as it evolves to meet these changing demands. Office space requirements are very different in a hybrid world and landlords are increasingly adapting their offerings to meet this need by providing access to shared spaces, better amenities and additional in-building services. This change is also resulting in a flight to quality as companies reassess their office space requirements, and whilst this may involve their need for less permanent space, it is clear that businesses want to be in premium buildings that deliver high quality employee experiences. Delivering and managing these networks of multi-tenant spaces is operationally complex and that complexity increases significantly with scale, meaning large landlords and flexible workspace providers need to leverage technology, workflow automation and digital platforms to achieve their desired outcomes. Our products have been designed and developed to help our customers manage these complex operations efficiently at scale, automating and simplifying the onboarding, off-boarding and in-life management of occupiers, spaces and services. We expect this evolution of the real-estate industry to provide our business with a significant long term growth opportunity as our customers continue to expand their flexible space offerings to meet the current and future demands of their tenants.

This year, post-pandemic disruption has given way to a period of consistent macroeconomic uncertainty with many companies facing increasing capital costs, inflationary pressures and changes in customer demand. We are not immune to these challenges and in the year, we made a number of key decisions to help our business adapt and ensure we are well placed to deliver our long-term strategy. We completed a restructure of our global operations and implemented several cost-cutting measures to accelerate our path to profitability and cash generation. Whilst these decisions were difficult and resulted in us saying goodbye to a number of talented and committed colleagues, we exit the year with our business in a stronger position and remain well placed to meet the current and future needs of our customers.

Accelerated strategy to drive near-term profit and cash generation

Whilst our long-term ambition is unchanged, we have evolved our strategy to align our cost base and investments to our current revenues and near-term customer demand. This work is largely complete and has resulted in our global headcount reducing from 184 at its peak to 122. The reorganisation accelerates our pathway to profitability and is expected to deliver £8m annualised cost savings. We remain on track to return to run-rate positive Adjusted EBITDA in FY24 and net cash generation in FY25. 

Following this reorganisation our go-to-market team is now a single function, we have centralised our global operations and simplified our management structure:

· All sales and marketing activities centralised under the leadership of new Chief Revenue Officer, Daniel Brown;

· Singapore and Hong Kong offices closed with our APAC business now supported by a regional sales team based in Sydney, Australia;

· Customer operations streamlined into global functional teams, delivering an improved customer experience, better cross business alignment and lower operating costs. This change resulted in the removal of the Group COO role; and

· Removal of the three regional CEO roles in North America, APAC and UK & Europe with James Lowery (previously CEO for UK & Europe) moving into the role of Chief Customer Officer. 

Market opportunity and strategic focus

We remain confident in essensys' market opportunity, notwithstanding challenging macro conditions which has led to elongated sales cycles and capital deployment delays.

The flexible workspace industry benefits from attractive long-term structural growth drivers, defined by the shift towards hybrid working and flexible workspaces. 

We have a well-established and proven plan to Land, Expand and Grow, focusing on high value, strategic customers in the flexible workspace market with the potential to deliver at least $1m ARR. These customers typically engage us for multiple sites, generate higher revenue per site and deliver stronger net margins due to the lower cost to serve that their operational maturity provides. 

Land

We continue to win new strategic customers globally with each presenting significant future expansion opportunities. We signed 21 new customers in FY23. These are largely strategic customers who we expect to support the expansion of our business in FY24 and beyond. New customers this year include large US landlords and significant operators in Australia and Europe. New customers won but not yet live also include large landlords in the UK, a positive sign for that market.

Expand

Our existing customer base, particularly in the US, is indicating continued growth over the coming years as customers look to increase the amount of flexible space they operate. Our strategic customers, who are aiming to scale their flex offerings across their portfolios globally, present a large long-term growth opportunity for essensys. Leading operators and landlords such as Industrious, Hines, Carr Workplaces, JLL and Tishman Speyer will leverage essensys' software and technology to help realise their expansion aims. An example of this is demonstrated by a recent press release by essensys' customer Hines, which announced 'Hines is investing in a new digital ecosystem that makes it easier to access buildings, amenities and experiences while generating more in-depth insights about building utilization and client satisfaction' and referenced research 'showing that a good building experience can increase tenant retention by 20% and owners seeing 12% higher tenant demand for a diverse roster of amenities, this investment makes it easier and faster for people in Hines office buildings to get the most out of their experience in one place'

Grow

Our core product, essensys Platform, has been developed and built to serve as its own distribution vehicle for future value-add functionality and modules. This product-led growth (PLG) strategy is designed to reduce sales cycles for upsell, improve customer LTV (lifetime value) and drive gross margin performance. An example of the success of this is the new booking module in essensys Platform, which has resulted in increased ARR yield per site and a more powerful platform for our customer. The ability to activate additional modules and functionality at the press of a button creates upsell opportunities for the Group and supports further growth with existing and future strategic customers in a cost-effective way, which is a core element of our sustainable growth plan. 

We remain engaged at senior levels with large commercial real estate organisations, both existing and prospective customers, helping them to understand how essensys products can help their transition to more flexible, digital-first real-estate offerings. Whilst most of these landlords are in the early phase of flex adoption it is these strategic customers that will continue to provide the Group with significant long-term expansion opportunities.

Strategic customers

Our customer mix continues to improve with strategic customers now representing 41% of all core platform customers and 77% of Group revenue in FY23. This customer cohort delivers strong SaaS metrics as we embed and scale with them and are very sticky with zero customer churn in the year.

Our strategic customers had 108% net revenue retention compared with 98% for the full customer base and our top tier strategics (those already representing over $1m ARR) had 118% net revenue retention. In FY23 strategic customers represented 77% of our total revenue (FY22: 72%). As a result of this focus on higher value customers, we continue to expect a higher level of churn at the smaller, non-strategic end of our customer base - particularly in the UK - which offset our overall growth during FY23. These customers have largely been single site operators that do not offer an expansion opportunity and have high service costs and we expect their numbers to continue to reduce further in the year ahead.

Momentum with strategic customers remains strong and underpins a significant pipeline of opportunities with some exciting new large landlords and flexible workspace operators at advanced stages in the sales process, particularly in the US. This has offset extensions to sales cycles and capital deployment delays due to the current macro environment.

We continue to see strong demand from strategic customers; during the year we added 65 new sites with existing and new customers and entered FY24 with a healthy contracted pipeline of 35 sites representing £1.1m annual recurring revenue, the majority with strategic customers. Total active sites increased by 8 on FY22 closing at 466 (FY22: 458; H123 459).

Product development

essensys Platform

Our targeted investment in our products continues, primarily through the evolution of essensys Platform. The focus of our development efforts is tightly tied to the requirements of strategic customers, ensuring that our solutions solve the specific needs of large-scale landlords and flex operators. This year we have enhanced its core functionality and added new capability that is designed to embed essensys Platform further into spaces, as we seek to help landlords connect their existing tenants digitally to the amenities and communal spaces in their buildings. We see this trend continuing as enterprises of all size adopt hybrid models and landlords respond by providing access to a wide variety of digitally connected spaces across their portfolios. essensys Platform allows landlords and flex workspace providers to solve the complex challenges they face and deliver seamless, digital-first in-building and cross-portfolio experiences. Strategic customers have continued to move to essensys Platform in the 2023 financial year, which presents a long-term opportunity for margin and revenue growth through greater automation and greater access to in-building services and amenities. 

essensys Cloud

Last year we announced a decoupling of our global private network (essensys Cloud) from essensys Platform, which reduces our requirement for future data centre expansion and removes the requirement for essensys Platform and essensys Cloud to be bundled together, which in turn lowers barriers to entry for our customers, for example where they can use existing telecoms solutions. We expect this to deliver improvement in gross margins over time as the lower margin network element of our product suite becomes a lower proportion of overall revenues.

As a standalone product we have also been able to develop new functionality for essensys Cloud which we will be launching in the coming months. We expect to increase the value of this product to customers in future.

Our new dynamic access control solution

We're excited by the progress we've made with our dynamic access control hardware and software. Leveraging the ubiquity of smartphone wallets to create a seamless book-pay-access experience for occupiers, the solution converges access control, space booking and an IoT (Internet of Things) sensor gateway providing a powerful answer to the problem of managing real-time access and control of space in today's dynamic and hybrid world. We reached another major milestone in the development process recently when we received the final CE and FCC certification of the hardware components and as such, we now anticipate launch of this exciting new product before the end of the year.

Operate

Operate remains an important product for several of our strategic customers. Its core functionality helps customers to manage contracts, billing and customer invoices and now benefits from a new integration to essensys Platform.

Regional performance

US

We continue to see strong performance in North America, where total revenue increased by 20% and recurring revenue by 15%. The US continues to be our primary growth market providing a significant long-term opportunity and accounted for 62% of Group revenues in the year. We have a high-quality sales pipeline with new and existing strategic customers and many of these also provide further international expansion opportunities. We added 8 new strategic customers with further expansion potential.

Key customers continue to set out their near-term expansion plans, providing visibility of expected future site growth. Evidence of the structural shift to a more flexible way of working continues to grow with an increasing number of landlords using essensys to deliver flexible real estate solutions as they continue to repurpose traditional office space assets. Those engagements involve a number of recognisable global real estate operators which each individually provide the opportunity for significant long term account growth.

Some customers continue to optimise their portfolios. We believe this optimisation is necessary and will serve to strengthen our customers businesses and our relationship with them and so will continue to provide this flexibility for our largest partners.

UK & Europe

The strong US performance offset a continued decline in the UK which was largely driven by expected churn from our smaller, legacy customers, with 12 customers positioned at the low-value end of the customer base leaving during the period. UK and Europe revenues declined by 11%, with growth in Europe offset by the UK performance. This forms part of our planned and long-term focus on strategic customers with our value proposition as we align our product development efforts to the needs of large landlords and real estate operators.

Activity levels continue to be subdued in the UK and Europe, reflecting the challenging macro backdrop. Despite this, we saw positive activity, including a return to growth in new sites from one of our largest UK customers with 8 sites signed in Q4 FY23, of which 6 have already gone live. During the year we also upsold an existing large (27 site) Operate customer in France onto the essensys Platform with an initial pilot of 1 site already live and a second due to go live during the first half of FY24. We also expanded into Europe with one of our large US customers with 2 sites live and, since the year end, we have signed further new sites with the same customer, including our first sites in Belgium and the Netherlands. We also added our first 4 sites in Ireland in FY23.

As previously announced and as expected, the UK experienced a higher level of site closures with the increased churn of our smaller non-strategic customers. We also saw continued site rationalisation with some large UK customers as they have exercised their option to close sites within their current contract. This contract mechanic allows them to close an agreed number of sites within the contract period and is primarily used if the customer is exiting that location.

APAC

We onboarded 9 new sites with new and existing strategic customers in Australia and Singapore in FY23, with additional sites due to go live over the coming quarter. Our recent reorganisation will see our APAC team primarily focused on sales and customer success with all associated operational support provided centrally from the Group. Our pipeline in the region remains strong and we have signed the first 5 sites with a multi-site operator that we believe will be a key strategic customer for APAC and serve as an eye-catching case study.

Current trading and outlook

Following our reorganisation, we have a strong operational base to capture demand for flexible workspace and drive profitable long-term growth. We continue to see evidence of structural growth drivers in our market, even in a challenging macro backdrop characterised by delays to sales cycles and capital deployment decisions. Our sales pipeline is growing, underlying customer occupancy appears to be stabilising and both our operator and landlord customers are reporting increased occupier demand for premium flexible space solutions. This is reflected in positive engagement with our large customers about the ability of our products to support their expansion plans. We entered FY24 with contracted new ARR of £1.1m and have continued to sign new deals through the first quarter of FY24.

essensys creates seamless in-building experiences for flexible operations by removing complexity and reducing costs through automation and simplification. With 30% of all office space expected to be flexible by 2030, compared to less than 2% today, the market opportunity remains sizeable.  As we look ahead to our 2024 financial year, we are on track to return to run-rate positive Adjusted EBITDA in FY24, with net cash generation expected to follow in FY25. We remain debt-free and have a net cash position of £7.9m at year end. 

essensys enters FY24 as a leaner, more efficient business and our momentum with strategic customers and new product developments supports our confidence of further progress in the year ahead.

Financial Review

Scope of financial results

The financial results included in this annual report cover the Group's consolidated activities for the 12 months ended 31 July 2023. The comparatives for the previous 12 months were for the Group's consolidated activities for the 12 months ended 31 July 2022.

Financial Key Performance Indicators

See commentary following and in the strategic and operational review above together with the financial statements below for explanation of significant movements in the above Financial Key Performance Indicators.

Revenue

Group total revenue increased by 9% to £25.3m in the year. As outlined in the strategic and operational review, we continued to see growth in the US, driven by new site activity and our relationships with large strategic customers, offset by a decline in the UK primarily due to the expected churn in smaller single site customers and a reduction in usage revenue. The strengthening of the US Dollar in the first half of the year was a benefit to reported revenue in the year. This trend reversed during the second half of the year as the US Dollar weakened. The movement in foreign exchange rates in the full year had a net positive impact on reported revenue of £1.3m (FY22: £0.5m). APAC continued to grow revenues in its first full year of operations through new and existing customer relationships.

Recurring revenue comprises income invoiced for services that are repeatable and are consumed and delivered monthly over the term of a customer contract, including a fixed contracted fee and a variable usage-based fee. Recurring revenue increased by 4% in the year which reflected the benefit of the stronger US dollar during the year; at constant currency recurring revenue declined by 1%. The Group continued to experience portfolio rebalancing by large customers and churn of smaller customers, which partially offset the growth from new sites in the year. The Group also saw a continuing and expected decline in its traditional occupancy-based revenue, primarily relating to voice services, given the lower usage of desktop phones and bandwidth charges as more bandwidth is included in contracted fees.

Run Rate Annual Recurring Revenue (Run Rate ARR) is an annualisation of the underlying recurring revenue for the month identified (July 2023 and 2022, as appropriate) and is used as an indication of the annual value of the recurring revenue for that month. Run Rate ARR declined by 9% to £20.0m (from £21.9m in FY22). The weakening of the US dollar between July 2022 and July 2023 had a £0.8m impact on ARR and this, together with a decline in usage-based revenue, more than offset the net positive impact from new customer sites and new sites with existing customers.

Non-recurring revenue comprises activation fees charged to customers in respect of installations of hardware and services at locations, together with training and customer onboarding and is a positive indicator for future recurring revenue for new sites. The 38% increase in non-recurring revenue in FY23 represented increased new site activity with new and existing customers, particularly in the US.

Gross profit

Overall gross profit increased by 6% to £14.9m, reflecting increased revenue. Gross margin declined to 59% (2021: 61%) and recurring revenue margins decreased to 63% (2021: 64%) reflecting the higher proportion of revenue from the US, the decline in the traditionally higher margin UK revenue, the overall decline in higher margin usage-based revenue and an increase in recurring costs due to the full year run rate of the operational running costs for APAC data centres. 

Administrative expenses

Total administrative expenses increased by £5.3m in FY23. This increase was primarily due to a £2.6m one-off cost to achieve the Group reorganisation and a £2.8m increase in depreciation, amortisation and impairment explained below. Excluding these amounts and the non-cash charge for share options, administrative expenses were flat in the year, as the benefit of the global reorganisation in the second half of the year offset much of the impact of the higher run rate cost in the first half and the higher overall bad debt charge in the year. 

Underlying staff-related costs increased by £0.5m with the final element of the Group reorganisation taking place at the end of the year which reduces the run rate going into the new financial year. Bad debt expense, net of the movement in the expected credit loss provision, increased by £0.6m, largely reflecting the impact of smaller customers going into administration or walking away from contracts following the Covid-19 pandemic which meant that, despite ongoing efforts during the year, debts were not able to be recovered. Reductions in marketing and travel costs offset these increases during the year.

The Group reorganisation, which commenced in January 2023 as part of the strategy to return the Group to profitability and cash generation, was achieved at a cost of £2.6m, recognised as an exceptional cost in the year. The cost of reorganisation related primarily to termination payments to impacted employees and included a reduction in the executive team with the removal of regional CEO and Group COO roles and a reduction in all functional teams through centralising and simplifying operations to create more efficient ways of working. This reorganisation removed £8 million of annualised run rate cost from the business.

Depreciation increased by £0.9m in the year, reflecting the FY22 investment in data centre equipment and lease property, and amortisation increased by £1.2m, reflecting the increased size of the development team in FY22 and accelerated amortisation of part of the Connect platform because the migration of customers to essensys Platform is at an advanced stage. The Group incurred impairment charges of £0.8m in relation to its Operate platform and of its assets in the APAC region as part of the restructuring in the year. As previously reported, the Operate platform is not currently being sold to any new customers and therefore the annual impairment review considers the future benefit of the goodwill and remaining net book value of the capitalised software development for this platform. The Connect platform has evolved into the essensys Platform and while the core functionality remains consistent across both platforms, the impairment reflects the fact that new customers and sites will not be using Connect to generate future revenues and all existing customers are expected to have migrated to the essensys Platform by the end of FY24.

Statutory loss for the year

The Group made a loss before tax for the year of £15.5m (FY22: loss of £11.1m). The year-on-year increased loss is primarily driven by the one-off cost of the group reorganisation and higher level of impairment charges due to the changes in the key platforms.

Adjusted EBITDA

Adjusted results are prepared to provide a more comparable indication of the Group's core business performance by removing the impact of certain items including exceptional items (material and non-recurring), and other, non-trading, items that are reported separately. Adjusted results exclude adjusting items as set out in the statement of consolidated loss and below, with further details given in Note 8 of the financial statements. In addition, the Group also measures and presents performance in relation to various other non-IFRS measures, such as recurring revenue, run-rate annual recurring revenue and revenue growth. 

Adjusted results are not intended to replace statutory results. These have been presented to provide users with additional information and analysis of the Group's performance, consistent with how the Board monitors results.

Adjusted EBITDA (being EBITDA prior to exceptional restructuring costs and non-cash impairment and share based payment) is calculated as follows:

The exceptional reorganisation cost, share-based payment expense and impairment charge are excluded from Adjusted EBITDA as they are not considered relevant for assessment of underlying profitability.

Taxation

The Group incurred a tax charge in the year of £245,000 (FY22: tax credit £286,000). This was made up of foreign tax on income for the year.

Cash

Net cash at year end was £7.9m (FY22: £24.1m) and the Group remains debt-free. The most significant cash outflow during the year continued to be on the Group's personnel with the first half of FY23 seeing a normalised run rate from the investment in product and go-to-market capability during FY22. The Group also made payments for the inventory build which occurred in FY22 to provide certainty of supply and made the final payments on its data centre equipment in the APAC region. Net cash flow reduced each quarter from an outflow of £7.4m during the first quarter to an outflow of £1.5m in the final quarter. The final stage of the Group reorganisation took place after the year end and reduces run rate cost further from Q1 FY24. The Group's current cash reserves provide sufficient capital for the foreseeable future.

On 30 October 2023, the Group entered into an unsecured loan facility with Mark Furness, the Group's Chief Executive Officer and largest shareholder, which provides the Group with up to £2 million of additional funding in the event that it is required, available for drawdown until 31 July 2025. Interest is charged at base rate plus 500bps p.a. on any amounts drawn under the facility. There has been no drawdown on this facility and none is expected.

Entry into the facility with a director and substantial shareholder in the Company constitutes a related party transaction under the AIM Rules for Companies. The independent directors of the Company (with the exception of Mark Furness who is involved in the transaction as a related party) consider, having consulted with Singer Capital Markets Advisory LLP, the Company's nominated adviser, that entry into the facility is fair and reasonable insofar as shareholders are concerned.

Capital Expenditure

During the year the Group incurred capital expenditure of £0.6m which, as noted above, primarily comprised the final payments in relation to its data centre infrastructure in the APAC region which had commenced during FY22.

Capitalised Software Development Costs

The Group continues to invest in software development resulting in ongoing enhancements to its software platforms. During the year it expanded the essensys Platform which brings together the existing functionality of its Connect platform with new functionality. Customers continued to be migrated onto the essensys Platform through FY23. Where such work is expected to result in future revenue, costs incurred that meet the definition of software development in accordance with IAS38, Intangible Assets, are capitalised in the statement of financial position. During the year the Group capitalised £3.8m in respect of software development (FY22: £4.1m).

Dividend policy

It remains the Group's intention in the short to medium-term to invest in order to deliver capital growth for shareholders. The Board has not recommended a dividend in respect of the year ended 31 July 2023 and does not anticipate recommending a dividend within the next year but may do so in future years.

essensys plc

Consolidated Statement of Comprehensive Loss

for the year ended 31 July 2023

essensys plc

Consolidated Statement of Financial Position

as at 31 July 2023

essensys plc

Consolidated Statement of Changes in Equity

for the Year Ended 31 July 2023

Consolidated Statement of Changes in Equity

For the Year Ended 31 July 2022

essensys plc

Consolidated Statement of Cash Flows

for the Year Ended 31 July 2023

Notes to the financial statements

essensys plc (the "Company") is a public limited company, incorporated in the United Kingdom under the Companies Act 2006 (registration number 11780413). The Company is domiciled in the United Kingdom and its registered address is Aldgate Tower 7th Floor, 2 Leman Street, London, E1 8FA. The Company's ordinary shares are traded on the Alternate Investment Market (AIM) of the London Stock Exchange.

The Group's principal activities are the provision of software and technology platforms that manage critical digital infrastructure and business processes, primarily of operators of flexible workspace within the real estate industry. These activities are carried out by the Group's wholly owned subsidiaries.

The Company's principal activity is to provide funding and management services to its subsidiaries.

The financial statements for the year ended 31 July 2023 were authorised for issue by the Board of Directors and the Statement of Financial Position was signed on the Board's behalf by Sarah Harvey on 30 October 2023.

The Group's financial statements have been prepared in accordance with UK adopted international accounting Standards and as applied in accordance with the provisions of the Companies Act 2006.

Publication of non-statutory accounts

In accordance with section 435 of the Companies Act 2006, the Directors advise that the financial information set out in this announcement for the years ended 31 July 2023 and 31 July 2022 do not constitute the Group's statutory financial statements for those years but is derived from those financial statements. The statutory financial statements for the year ended 31 July 2022 have been audited and filed with the Registrar of Companies. The statutory financial statements for the year ended 31 July 2023 have been audited and will be delivered to the Registrar of Companies in due course.

The Independent Auditor's Reports on the Group's financial statements for the years ended 31 July 2023 and 31 July 2022 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

These financial statements have been prepared under the historical cost basis and are presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

The Group's business activities, together with factors likely to affects its future development, performance and position are set out in the Strategic report. The financial position of the Group is described in the Financial Review.

Going concern

The Group's consolidated financial statements have been prepared on a going concern basis.

As at 31 July 2023 the Group had net assets of £20.7m (2022: £36.0m), including cash of £7.9m (2022: £24.1m) as set out in the Consolidated Statement of Financial Position, with no external debt. In the year ended 31 July 2023 the Group generated a loss before tax of £15.5m (2022: loss of £11.1m). The group used net cash before financing in the year of £16.3m (2022: £12.3m) after investment in software development of £4.1m. Following the year end the Group entered into an agreement with Mark Furness, the Group's Chief Executive Officer and largest shareholder, to provide a loan of up to £2 million in the event that the Group has a requirement for additional liquidity.

During the year, Group revenue increased by 9.0% from £23.3m to £25.3m, with recurring revenue increasing by 3.8% primarily as a result of a strengthening of the US dollar, which increased the reported revenue from its US subsidiary which is an increasing proportion of the Group's business. The Group generated an operating loss of £15.6m (2022: £10.1m). The Group has long term contracts with a number of customers and suppliers across different geographical areas and industries.

The Directors have prepared a detailed budget and forecast of the Group's expected performance over a period covering at least the next twelve months from the date of the approval of these financial statements. As well as modelling the realisation of the sales pipeline, these forecasts also cover a number of scenarios and sensitivities in order for the Board to satisfy itself that the Group remains within its current available cash and committed facilities.

Whilst the Directors are confident in the Group's ability to grow revenue, the Board's sensitivity modelling shows that the Group can remain within its cash facilities, without recourse to the committed facility, for a period in excess of twelve months, in the event that revenue growth is delayed (i.e. new sales bookings are not achieved). The Directors' financial forecasts and operational planning and modelling also include the actions, under the control of the Group, that they could take to further significantly reduce the cash outflow in its sensitivity modelling. On the basis of this financial and operational modelling, the Directors believe that the Group has the capability and the operational agility to react quickly, cut further costs from the business and ensure that the cost base of the business is aligned with its revenue and funding scale.

As a result, the Directors have a reasonable expectation that the Group can continue to operate and be able to meet its commitments and discharge its liabilities in the normal course of business for a period of not less than twelve months from the date of approval of these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the Group financial statements.

 Basis of consolidation

The consolidated financial statements incorporate the results of essensys plc and all of its subsidiary undertakings.

Essensys plc was incorporated on 22 January 2019, and on 18 May 2019 it acquired the issued share capital of essensys (UK) Ltd, previously essensys Limited, by way of a share for share exchange. The latter had four wholly owned subsidiaries:

· essensys, Inc

· Hubcreate Limited

· TVOC Limited

· Spacebuddi Limited

The consideration for the acquisition was satisfied by the issue of 38,836,044 ordinary shares in essensys plc to the shareholders of essensys (UK) Limited.

The accounting treatment for the year to 31 July 2020 in relation to the addition of essensys plc as a new UK holding company of the group falls outside the scope of IFRS 3 'Business Combinations'. The share scheme arrangement constituted a combination of entities under common control due to all shareholders of essensys (UK) Ltd being issued shares in the same proportion, and the continuity of ultimate controlling parties. The reconstructed group was consolidated using merger accounting principles which treated the reconstructed group as if it had always been in existence. Any difference between the nominal value of shares issued in the share exchange and the book value of the shares obtained was recognised in a merger reserve.

The company applied the statutory relief as prescribed by Companies Act 2006 in respect of the share for share exchange as the issuing company has secured more than 90% equity in the other entity. The carrying value of the investment is carried at the nominal value of the shares issued.

Revenue

The Group generates revenue primarily in the UK and the United States of America (USA). Turnover represents services provided in the normal course of business; net of value added tax. Services provided to clients during the year, including any amounts which at the reporting date have not yet been billed to the clients, have been recognised as revenue.

(a) Contract

Set up and installation costs are partially invoiced once the customer contract is signed with the remaining balance invoiced when the service goes live. Fixed monthly costs are invoiced one month in advance and revenue is recognised in the month the service is provided. Deferred revenue is recognised for the Group's obligation to transfer services to customers for which they have already received consideration (or an amount of consideration is due) from the customer. Variable monthly costs (including internet usage and telephone call charges) are invoiced monthly in arrears and accrued revenue is recognised in the month that the services were consumed.

(b) Contractual obligation

The majority of customer contracts have two main services that the Group provides to the customer:

· Set up / installation

· Ongoing monthly software, services and support

Where a contract is modified and the remaining services are distinct from the services transferred on or before the date of the contract modification, then the Group accounts for the contract modifications as if it were a termination of the existing contract and the creation of a new contract.

The amount of consideration allocated to the remaining performance obligations is the sum of the consideration promised by the customer and the consideration promised as part of the contract modification.

(c) Determining the transaction price

The transaction price is determined as the fair value of the consideration the Group expects to receive over the course of the contract. There are no incentives given to customers that would have a material effect on the financial statements.

(d) Allocate the transaction price to the performance obligations in the contract

The allocation of the transaction price to the performance obligations in the contract is non-complex for the Group. There is a fixed unit price for each product sold. Therefore, there is limited judgement involved in allocating the contract price to each unit ordered.

(e) Recognise revenue when or as the entity satisfies its performance obligations

The contracts may cover multiple sites, but the overarching terms are consistent in each contract. The set up/installation is seen as a distinct performance obligation and revenue is recognised at a point in time, when the installation is completed, and any hardware is provided to the client for their use. The customer can benefit from the set up / installation such as new internet connectivity or new hardware provided, and therefore revenue is recognised in full when these services are provided.

The second performance obligation is the provision of software, infrastructure and on-demand services over the term of the contract, and the Group recognises the revenue each month as it provides these services for the duration of the contract, i.e. over time.

(f) Costs to obtain and fulfil a contract

Set up and installation costs are partially invoiced once the customer contract is signed. The value of the invoiced amount is held as a contract liability until the performance obligation is satisfied.

The company incurs incremental costs in obtaining a contract in the form of sales commissions. The Company recognises the sales commissions as an asset in relation to costs to obtain a contract. The company believes that the costs are recoverable as the proceeds from the customer over the contract period exceed the costs to obtain the contract. The asset is amortised over the contract life on a systematic basis.

Contract assets arise from the group's revenue contracts, where work is performed in advance of invoicing customers, and contract liabilities arise where revenue is received in advance of work performed. Cumulatively, payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts. Commission costs capitalised on contracts represents internal sales commission costs incurred on signing of customer contracts and, in line with the requirements of IFRS15, spread over the life of the customer contract.

Finance income

Finance income comprises interest receivable on funds invested and loans to related parties. Interest income is recognised in profit or loss as it accrues using the effective interest method.

Finance costs

Finance costs comprise interest on lease liabilities. Interest on lease liabilities is charged to the consolidated statement of comprehensive income over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Intangible assets

a) Internal software development

Research expenditure is written off in the year in which it is incurred.

Expenditure on internally developed products is capitalised if it can be demonstrated that:

· it is technically and commercially feasible to develop the asset for future economic benefit;

· adequate resources are available to maintain and complete the development;

· there is the intention to complete and develop the asset for future economic benefit;

· the company is able to use the asset;

· use of the asset will generate future economic benefit; and

· expenditure on the development of the asset can be measured reliably.

Where the costs are capitalised, they are written off over their economic life which is considered by the directors to be 5 to 7 years.

Internally developed products in the course of construction are carried at cost, less any recognised impairment loss. Amortisation of these assets, determined on the same basis as other property assets, commences when the assets are ready for their intended use.

(b) Goodwill

Goodwill arising on the acquisition of a business represents the excess of the fair value of the consideration and the fair value of the Group's share of the identifiable assets and liabilities acquired. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value to the Group.

Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment annually. Any impairment is recognised immediately in the Consolidated Statement of Comprehensive Income and is not subsequently reversed. On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

(c) Other intangible assets

Other intangible assets are initially recognised at cost or, if recognised as part of a business combination, at fair value. After recognition, intangible assets are measured at cost or fair value less any accumulated amortisation and any accumulated impairment losses. Amortisation is calculated to write off the cost or fair value of intangible assets in equal annual instalments over their estimated useful lives and is included within administrative expenses.

The estimated useful lives for other intangible fixed assets range as follows:

Property, plant and equipment

Property, plant and equipment is carried at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost comprises the aggregate amount paid to acquire assets and includes costs directly attributable to making the asset capable of operating as intended.

At each reporting date the Group assesses whether there is an indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying value exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives or, if held under a finance lease, over the shorter of the lease term and the estimated useful life, using the straight line method. Depreciation is provided at the following annual rates:

The assets residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'other operating income or loss' in the statement of comprehensive income.

Leasehold improvements include security equipment purchased.

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial information is presented in 'sterling', which is essensys plc's functional and the Group's presentation currency.

On consolidation, the results of overseas subsidiaries are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at

Foreign currency translation (continued)

the rate ruling at the reporting date, including any goodwill in relation to that entity. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

(b) Transactions and balances

Foreign currency transactions are translated into essensys plc's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in profit or loss within 'finance income or costs. All other foreign exchange gains and losses are presented in the statement of comprehensive income within 'other operating income or expense'.

Inventories

Inventories are valued at the lower of cost and net realisable value. Inventories consist of work in progress, which are items and third party services that have been purchased and allocated to satisfy specific customer contracts where title has not yet passed, and finished goods, which are mostly made up of items purchased in the previous financial year to secure sufficient resources, with a global shortage of silicon, to satisfy expected future customer contracts. As the items have yet to be installed at the customer location, and where title has not yet passed, they remain on the statement of financial position until title has passed.

Trade and other receivables

Trade receivables, which are generally received by the end of the month following terms, are recognised and carried at the lower of their original invoiced value less provision for expected credit losses.

Cash and cash equivalents

All cash and short-term investments with original maturities of three months or less are considered cash and cash equivalents, since they are readily convertible to cash. These short-term investments are stated at cost, which approximates fair value.

Trade and other payables

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are recognised at original cost.

Exceptional items

Exceptional items are those that, in the Directors' view, are required to be separately disclosed by virtue of the size or incidence to enable a full understanding of the Group's financial performance.

Taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income, except that a charge attributable to an item of income or expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where essensys plc's subsidiaries operate and generate taxable income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the statement of financial position date, except:

· The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

· Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

· Where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the Group can control their reversal and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Share capital

Ordinary shares are classified as equity. There is one class of ordinary share in issue, as detailed in note 21.

Reserves

The Group and Company's reserves are as follows:

· Called up share capital reserve represents the nominal value of the shares issued;

· The share premium account includes the premium on issue of equity shares, net of any issue costs;

· Share based payment reserve represents the total value expensed at the balance sheet date in relation to the fair value of the share options at their grant date expensed over the vesting period under the relevant share option schemes;

· Merger reserve arose on the business combination that was accounted for as a merger in accordance with FRS 102;

· Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.

 Financial assets

The Group classifies all of its financial assets at amortised cost. Financial assets do not comprise prepayments, or contract assets, although contract assets are in scope of IFRS 9's impairment requirements as discussed below. Management determines the classification of its financial assets at initial recognition.

The Group's financial assets held at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net; such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

The expected loss rates are based on the Group's historical credit losses experienced over the last three periods prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers. The Group has identified the gross domestic product (GDP), unemployment rates and inflation rate as the key macroeconomic factors in the countries that the Group operates.

Impairment provisions for other receivables are recognised based on the general impairment model within IFRS 9. Under the General approach, at each reporting date, the Group determines whether there has been a significant increase in credit risk (SICR) since initial recognition and whether the loan is credit impaired. This determines whether the loan is in Stage 1, Stage 2 or Stage 3, which in turn determines both the amount of ECL to be recognised i.e. 12-month ECL or Lifetime ECL.

Financial liabilities

The Group classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Group becomes a party to the contractual provision of the instrument.

Financial liabilities measured at amortised cost include:

· Trade payables and other short-dated monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

· Bank and other borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Unless otherwise indicated, the carrying values of the Group's financial liabilities measured at amortised cost represents a reasonable approximation of their fair values.

Impairment of assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units or CGUs).

Where there is any indication that an asset may be impaired, the carrying value of the asset (or CGUs to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or 'GU's) fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. Goodwill is reviewed for impairment on an annual basis, with any impairment to goodwill not reversed at a later period.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate on the number of equity investments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the Statement of Comprehensive Income over the remaining vesting period, with a corresponding adjustment to the Share Based Payment Reserve.

In the event that the terms of equity-settled share-based payments are modified these are valued at the date of modification and, where this results in an increase to fair value, the charge is recognised in the statement of comprehensive income over the remaining vesting period, or recognised immediately where the vesting period has already passed.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets; and leases with a duration of twelve months or less, in line with the requirements of IFRS 16.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

· Amounts expected to be payable under any residual value guarantee;

· The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option;

· Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right-of-use assets ("ROUA") are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

· Lease payments made at or before commencement of the lease;

· Initial direct costs incurred; and

· The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:

· If the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease in accordance with the above policy;

· In all other cases where the renegotiated increases the scope of the lease (whether that is an extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount;

· If the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability and right-of-use asset are reduced by the same proportion to reflect the partial or full termination of the lease with any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.

For contracts that both convey a right to The Group to use an identified asset and require services to be provided to The Group by the lessor, The Group has elected to account for the entire contract as a lease, i.e. it does allocate any amount of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract.

Retirement benefits

The Group operates a number of defined contribution plans. A defined contribution plan is a pension plan under which the employer pays fixed contributions into a separate entity. Contributions payable to the plan are charged to the income statement in the period in which they relate. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Holiday pay accrual

All employees accrue holiday pay during the calendar year, the Board encourages all employees to use their full entitlement throughout the year. A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the statement of financial position date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Standards adopted in the year

No new standards have been adopted in the reporting period as all were adopted previously.

Standards, amendments and interpretations not yet effective

There are no standards issued not yet effective that will have a material effect on the Group's financial statements. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectation of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are detailed below.

Capitalisation of development costs

Costs are capitalised in relation to the development of the underlying software utilised within the Group. The most critical judgement is establishing whether the costs capitalised meet the criteria set out within IAS 38. Further, the most critical estimate is how the intangible asset can generate future economic benefit. Projects that are maintenance in nature are expensed as incurred whereas development that generates benefits to the group are capitalised. After capitalisation management monitors whether the recognition requirements continue to be met and whether there are any indicators that the capitalised costs are required to be impaired. See note 15 for details of amounts capitalised.

Measurement and impairment of goodwill and intangible assets

As set out in note 4 above the carrying value of goodwill is reviewed for impairment at least annually and for other intangible assets when an indication of impairment is identified. In determining whether goodwill or intangible assets are impaired, an estimation of the value in use of each cash generating unit (CGU) is required. This calculation of value in use requires estimates to be made relating to the timing and amount of future cash flows expected and suitable discount rates based on the Group's weighted average cost of capital, in addition to the estimation involved in preparing the initial projected cash flows for the next 5 years.

These estimates have been used to conclude on any impairment required to either goodwill or intangible assets but are judgemental in nature. See note 15 for details of the key assumptions made.

Valuation of Share Options

During the year the Group incurred a share-based payment charge of £597,000 (2022: £741,000).

The charge related to options in the Group granted at IPO, options granted in previous financial years, new share options granted in this financial year and a modification to the terms of certain of those options granted in this financial year. New options granted during the year ended 31 July 2023 is based on valuations undertaken using a Black Scholes or Monte Carlo Simulation option pricing models, depending on the type of option. Judgements were required when assessing the valuation in relation to share price volatility, the expected life of the options issued, the proportion that would be exercised, the risk-free rate applicable and the likely achievement of performance targets where applicable. The modification to the terms of certain options granted in the year resulted in an increased fair value for which a charge was recognised immediately as the original vesting period had passed. The valuation of those options issued after IPO is spread over the vesting period and there will, therefore, be further share based payment expenses in future years in relation to those options. See note 28 for details.

The Group generates revenue largely in the UK and the USA. The majority of the Group's customers provide flexible office facilities together with ancillary services (e.g. meeting rooms and virtual services) including technology connectivity.

The Group generates revenue from the following activities:

· Establishing services at customer sites (e.g. providing and managing installations, equipment and training on software); Recurring monthly fees for using the Group's software platforms;

· Revenue from usage of on demand services such as internet and telephone usage and other, on demand, variable services; and

· Other ad-hoc service.

The Group has one single business segment which is the provision of software and technology platforms that manage the critical infrastructure and business processes, primarily to the flexible workspace segment of the real estate industry. The Group has two revenue streams and three geographical segments, as detailed in the tables below.

Connect revenue includes all revenue generated in relation to the Group's Connect product. It includes revenue recognised at a point in time as well as recognised over a period of time.

Operate revenue includes all revenue generated in relation to the Group's Operate product. The revenue is recognised over a period of time.

Contract assets are included within 'trade and other receivables' and contract liabilities is shown separately on the face of the statement of financial position. Contract assets arise from the group's revenue contracts, where work is performed in advance of invoicing customers, and contract liabilities arise where revenue is received in advance of work performed. Cumulatively, payments received from customers at each balance sheet date do not necessarily equal the amount of revenue recognised on the contracts. Capital asset contract contributions represents costs incurred by the Group in the form of customer incentives spread over the life of the customer contract. Commission costs capitalised on contracts represents internal sales commission costs incurred on signing of customer contracts and, in line with the requirements of IFRS15, spread over the life of the customer contract.

During the year the Group announced a global reorganisation which positions it for sustainable growth, profitability and a return to cash generation. This included the simplification of global operations and moves the Group from a regional to a functional structure. The restructuring costs in FY23 reflect the total expected cost of the reorganisation, which was completed after the year end as disclosed in note 31; there are not expected to be any significant further costs incurred. The cost relates to termination of employment, being redundancy costs and payment in lieu of notice in certain cases, and any other costs to achieve the reorganisation including the cost to exit the Singapore office and the cost of external legal advice specific to the reorganisation. In addition to the restructuring costs, the Group recognised impairment costs for tangible fixed assets and right of use assets in Hong Kong and Singapore which are described separately within the impairment charge in notes 16 and 17 below.