Beeks Financial Cloud Group plc
("Beeks" or the "Company")
Final Results for the year ended 30 June 2025
6 October 2025: Beeks Financial Cloud Group plc (AIM: BKS), a cloud computing and connectivity provider for financial markets, is pleased to announce its final results for the year ended 30 June 2025.
Financial highlights
| · | Revenues1 increased 26% to £35.9m (2024: £28.5m), incorporating significant growth in Proximity and Exchange Cloud® revenue to £10.3m (2024: £3.5m), demonstrating growing market adoption |
| · | Annualised Committed Monthly Recurring Revenue (ACMRR) up 5% to £29.5m (2024: £28.0m). Increased to £31.5m by the end of September 2025 following a strong start to the new financial year for Private Cloud |
| · | Gross profit up 30% to £14.7m (2024: £11.3m) |
| · | Underlying2 EBITDA increased 27% to £13.6m (2024: £10.7m) |
| · | Underlying profit before tax3 increased 41% to £5.5m (2024: £3.9m) |
| · | Underlying diluted EPS4 increased 19% to 7.60p (2024: 6.36p) |
| · | Positive operational free cash flow position, with Net cash5 as at 30 June 2025 of £7.0m (30 June 2024: £6.6m) notwithstanding continued investment in Beeks' product offering |
| 1 | Revenue referenced throughout the accounts excludes grant income and rental income |
| 2 | Underlying EBITDA is defined as profit for the year before amortisation, depreciation, finance costs, taxation, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs |
| 3 | Underlying profit before tax is defined as profit before tax excluding amortisation on acquired intangibles, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs |
| 4 | Underlying diluted EPS is defined as profit for the year excluding amortisation on acquired intangibles, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs divided by the number of shares including any dilutive share options |
| 5 | Net cash is defined as closing cash less closing asset financing loans and bank loans. |
Statutory Equivalents
The above highlights are based on underlying results. Reconciliations between underlying and statutory results are contained within these financial statements. The statutory equivalents of the above results are as follows:
| · | Profit before tax increased to £2.79m (2024: £1.46m) |
| · | Basic EPS increased to 4.43p (2024: 3.33p) |
Operational highlights
Record level of Total Contract Value on Proximity Cloud® and Exchange Cloud® new contracts, of over £19m, driven by Tier 1 customer momentum across our offerings
| · | Major Exchange Cloud® contracts secured, including with the Australian Securities Exchange (ASX), Grupo Bolsa Mexicana de Valores (BMV), Kraken, and post period end, a division of the TMX Group, the owner of the Toronto Stock Exchange (TSX). |
| · | Continued expansion with existing customers, including a further Exchange Cloud® contract extension with the Johannesburg Stock Exchange (JSE) to meet strong customer demand. |
| · | Several significant Proximity Cloud® contracts signed, comprising multi-year wins and renewals across brokerage and fintech firms, including a leading global FX broker. |
| | Introduction of a revenue share model for certain new Exchange Cloud® deals to enhance long-term profitability and shorten sales cycles, a significant strategic development seeking to enhance profitability and drive long-term value |
Strong operational progress driven by product innovation and enhancement
| · | Post year end, launch of Market Edge Intelligence™, world's first AI/Machine Learning solution for passive monitoring of capital markets data directly at the network edge. |
| · | Continued investment into Exchange Cloud® and Proximity Cloud® offerings with new features and developments to keep pace with the evolving needs of the financial markets. |
| · | Ongoing investment into the security of Beeks' infrastructure, with both Proximity Cloud® and Exchange Cloud® holding SOC2 compliance standard. |
| · | Secured a minority stake in Liquid-Markets-Solutions, providing exclusive access to its cutting-edge ÜberNIC technology and enhancing the appeal of our Private and Exchange Cloud® offerings to leading financial institutions. |
Outlook
| · | The market backdrop continues to be shaped by the shift to cloud based solutions, with considerably increased level of new opportunities entering the sales pipeline reflecting customer's growing desire to modernise their technology infrastructure and outsource functions where they don't themselves compete |
| · | Pipeline is at record strength across each of our offerings, with multiple opportunities in the sales funnel, including several of the world's leading financial institutions |
| · | Post-period end, Beeks secured several significant Private Cloud contracts across multiple financial institutions globally, providing good revenue visibility for FY26 and contracts with an additional four of the Top 30 Exchanges at final stages |
| · | Even at this early stage of the year, the Board is confident in achieving results for FY26 in line with its expectations |
Gordon McArthur, CEO of Beeks, commented:
"FY25 has been another landmark year for Beeks. Yet again we have achieved double-digit growth in revenue and profitability, strengthened our recurring revenue profile and secured significant contracts with some of the world's largest financial institutions.
"The sales environment continues to shift towards cloud adoption. Following two years of market education, in which we have strengthened our sales team, increased our marketing activities, and delivered demonstrable results for leading exchanges around the world, we believe we are now a well-established and highly regarded player in the financial markets infrastructure. We are continuing to capture a market that increasingly recognises our solutions as a 'must-have' addition.
"The launches of the revenue share model for Exchange Cloud® and the first-of-its-kind Market Edge Solution enhance the scale of our opportunity and the quality of our earnings. We move into FY26 in a strong position, bolstered by a widened offering and a record pipeline of opportunities, providing confidence in sustained growth during FY26 and beyond."
For further information please contact:
| Beeks Financial Cloud Group plc | |
| Gordon McArthur, CEO | via Alma |
| Fraser McDonald, CFO | |
| Canaccord Genuity | +44 (0)20 7523 8000 |
| Adam James / George Grainger | |
| Alma Strategic Communications | +44(0)20 3405 0205 |
| Caroline Forde / Joe Pederzolli / Emma Thompson | |
About Beeks:
Cloud computing is crucial to Capital Markets and finance.
Beeks Group is a leading managed cloud provider exclusively within this fast-moving sector. Our Infrastructure-as-a-Service model is optimised for low-latency private cloud compute, connectivity and analytics, providing the flexibility to deploy and connect to exchanges, trading venues and public cloud for a true hybrid cloud experience.
ISO 27001 certified, we provide world-class security aligned to global security requirements.
Founded in 2011, Beeks Group is listed on the London Stock Exchange (LSE: BKS) and has enjoyed continued growth each year. Beeks Group now employs over 100 team members across the globe with the majority based at our Renfrew HQ.
Find out more at beeksgroup.com
Chairman's Statement
I am pleased to report another year of strong commercial and operational progress for Beeks, further building on the momentum gained over recent years. Revenues increased by 26% to £35.9m, underlying EBITDA by 27% to £13.6m and underlying profit before tax grew by 41% to £5.5m (30 June 2024: £3.9m), providing an increasingly solid financial foundation on which to grow. Diluted earnings per share increased to 4.12p (2024: 3.11p). While still a relatively small business in terms of the wider capital markets, Beeks now has multi-year contracts in place with six of the world's top 30 exchanges, providing the opportunity of long-term, sustained revenue growth as these exchanges in turn roll out the Beeks offering to their customers.
During the year, we achieved record growth in Total Contract Value (TCV) of new contracts secured, driven by strong demand for our Proximity Cloud® and Exchange Cloud® offerings. Eight significant deals were completed in the year, demonstrating the strength of our offerings as well as our traction with global Tier 1 financial institutions. With further exchanges and major institutions in the sales pipeline, the Board sees considerable growth runway ahead. Across our business, we continue to see client retention rates in excess of 96%. This year one of the few customers to give notice on its contract was a major exchange secured in FY24. However, due to the protracted nature of the full launch of this service to their customers, the financial impact on the Group is immaterial. The success at other major exchanges around the world and the growth in the sales pipeline more than offsets this loss and fully demonstrates the value of the Exchange Cloud® offering experienced by our customers.
This year, we have continued to innovate and expand our service offerings. We launched our revenue share model for Exchange Cloud® contracts, a strategy which is already shortening sales cycles and will enhance Beeks' recurring revenue profile over time and drive higher long-term profitability. Meanwhile, the post-period launch of our AI powered Market Edge Intelligence™ marks a material development, opening a new recurring revenue stream with the product already receiving positive early customer feedback.
Looking ahead, the Board remains highly confident in the Group's prospects. The record pipeline of Proximity Cloud® and Exchange Cloud® opportunities, combined with the launch of Market Edge Intelligence™, positions Beeks well for ongoing growth in FY26 and beyond. Our focus remains on converting the pipeline of opportunities and maximising the opportunity we have across each of our four offerings.
On behalf of the Board, I would like to thank our customers for their continued trust in us, our shareholders for their support and our colleagues for their efforts in delivering another year of significant achievement for Beeks.
Will Meldrum
Chairman
3 October 2025
Strategic Report
Market Overview
The capital markets industry continues to undergo rapid transformation, driven by technological innovation and regulatory change. Increasingly, firms are recognising the strategic importance of cloud infrastructure to support trading, risk management and analytics in an environment where speed, scale and resilience are paramount.
Cloud adoption within capital markets has accelerated over the past decade. Although institutions have been seeking to outsource functions that do not provide a competitive advantage for some time, historically they have been cautious to outsource cloud due to security and latency concerns. Now, however, organizations are embracing private and hybrid cloud models that provide the control, performance and compliance assurances required in a highly regulated sector. Exchanges, brokers, banks and trading firms are leveraging cloud-based solutions to access on-demand compute power, streamline operations and reduce the costs of maintaining legacy infrastructure.
Key market drivers include:
| · | Latency-sensitive trading: The demand for low latency continues to shape infrastructure investment, with cloud platforms tailored for proximity hosting and direct market access gaining traction. |
| · | Data growth and analytics: The exponential rise of market and transaction data has increased reliance on scalable cloud environments for real-time analytics and regulatory reporting. |
| · | Resilience and business continuity: Regulators and market participants alike prioritise operational resilience, making cloud-based redundancy and disaster recovery critical considerations. |
| · | Cost efficiency and agility: Flexible consumption models allow firms to optimise resources, respond quickly to market opportunities and innovate without heavy upfront investment. |
Looking ahead, the shift towards cloud-native trading and post-trade environments is expected to deepen. As digital assets, machine learning and AI-driven strategies evolve, firms will require infrastructure capable of supporting increasingly complex workloads. Strategic partnerships between cloud providers, exchanges and fintech specialists are likely to define the next phase of industry development.
Beeks is well positioned within this landscape, offering cloud infrastructure specifically designed for the performance, security and compliance needs of capital markets.
Strategy
Our mission is to lead the way in creating flexible, future-ready infrastructure for capital markets, delivering innovation without compromising on reliability.
Our business is driven by three key strategies:
| · | Expand market presence across geographies and the capital market space. We will continue to grow the number of customers across exchanges, brokers, bank and other capital markets organisations. |
| · | Continuously improve the strength of customer relationships. Beeks aims to strengthen long-term partnerships with existing clients by delivering additional value through our expanding portfolio of services. By focusing on upselling and cross-selling opportunities, from infrastructure to analytics, private cloud and managed services, we will enhance customer engagement, increase retention and grow revenue within our established client base. Central to this goal is building trust through consistent service excellence, demonstrating measurable outcomes and positioning Beeks as a strategic partner rather than a utility provider. |
| · | Drive innovation. The launch of Market Edge Intelligence™ enhances Beeks' offering by combining our trusted, high-performance infrastructure with intelligence-led tools that address the growing demand for transparency, resilience and efficiency. It sets the path for driving innovation across Beeks as a whole. It signals our commitment to evolving from a provider of infrastructure to a strategic partner for insight and growth. This launch strengthens our role in helping clients navigate an increasingly complex market landscape, while laying the foundation for the next generation of solutions that will define our industry. |
Sales and Marketing
Over the past year, Beeks has continued to evolve its sales and marketing approach with a clear focus on building trust and reshaping market perception. While our heritage is rooted in infrastructure, our ambition is to be recognised as a broader partner for innovation across financial markets.
To support this shift, we have expanded our activities beyond traditional marketing channels, seeking new and meaningful ways to engage with our target audience. Central to this has been the launch of a client case study programme, designed to highlight real examples of how Beeks solutions deliver measurable value to clients. By sharing these proof points, we aim to strengthen credibility, showcase innovation and give our audience tangible evidence of the impact we create.
This strategy is underpinned by a consistent message: Beeks is more than infrastructure. We are a trusted partner enabling resilience, performance and growth for capital markets participants. By building upon our track record of reliability while broadening our story, we continue to deepen relationships, open new conversations and extend our reach in a highly competitive market.
We have continued to invest in our sales function, recruiting senior sales executives across EMEA, APAC and Americas. Our sales team has attended a number of key industry events and conferences to build market and brand presence and ultimately drive qualified leads and meetings across all our offerings.
Strategic Report - Chief Executive's Review
Chief Executive's Review
FY25 has been another year of strong progress for Beeks, underpinned by sustained double-digit growth and further expansion of our presence in global financial markets. Having previously invested in product development and the launch of Proximity Cloud® Exchange Cloud®, we had four areas of focus as we entered this year: the accelerated conversion of our considerable sales pipeline, preparation of Market Edge Intelligence™, continued enhancement of our offerings, and achievement of greater operational leverage. I am pleased to report we have delivered on each of the four areas.
We have converted our sales pipeline into significant new customer wins, delivering the highest number of Exchange Cloud® and Proximity Cloud® contracts secured in a single year and record Total Contract Value of £19m. Since launch, Exchange Cloud® and Proximity Cloud® have gained considerable uptake, with adoption from a growing number of Tier 1 financial institutions and exchanges worldwide, each with considerable expansion potential.
The introduction of a revenue share model for certain contracts has successfully shortened sales cycles and paves the way for strong growth in ARR going forwards, as the infrastructure deployed becomes more established and generates growing levels of engagement amongst our clients. Three exchanges are now operating under the revenue share model, with one now recognising revenue and operating profitably. We see considerable runway of growth from these deals in the next 12-24 months as they come online.
Our new Market Edge Intelligence™ product, launched shortly after year-end, represents another important step in our evolution, adding an ARR-based AI analytics solution to our portfolio. Meanwhile, we continue to enhance our Exchange Cloud®, Proximity Cloud® and Private Cloud offerings to increase their attractiveness to customers.
Our focus on achieving increasing operational leverage can be seen in the strong profit before tax growth, at 41%. We continue our growth trajectory as an increasingly profitable and operationally cash-generative business.
With a record pipeline across each of our offerings, a proven ability to deliver at scale, and increasing recognition of our value, we enter FY26 with confidence in our ability to build on this momentum and capture the significant opportunities ahead.
Financial performance
Revenue for the year increased by 26% to £35.9m (FY25: £28.5m), reflecting continued momentum across our product portfolio, including strong growth in Proximity Cloud® and Exchange Cloud®. We are now seeing the benefits of operational leverage within our business, with underlying profit before tax increasing 41% to £5.5m and underlying EBITDA improving 27% to £13.62m. We exited the year with an ACMRR of £29.5m (FY24: £28.0m), up 5%, providing a healthy basis for the year ahead. This has been further increased to £31.5m at September 25 following a strong start to the FY26 financial year. The Group achieved a positive free cash flow position, with net cash increasing to £6.96m at the year end (30 June 2024 net cash of £6.58m) despite significant investment into the hardware infrastructure required to deliver the Proximity Cloud® and Exchange Cloud® deals signed during H2, which will become revenue generating in FY26.
Operational Expansion
During the year, we made a few targeted hires to strengthen capabilities in strategic growth areas, including sales and software development with overall headcount as at 30 June 2025 relatively steady at 102 (30 June 2024: 105). We believe our sales team is now well-sized to support the conversion of a record pipeline.
We have maintained a strong global presence across key data centres, and during the year we focused on expanding our presence in existing locations. We will continue to evaluate new locations in line with our sales pipeline.
Product roadmap
Innovation has continued at pace this year. Our latest product, Market Edge Intelligence™, was successfully launched post-period end and is the outcome of investment and innovation into Artificial Intelligence and Analytics throughout FY24 and FY25. Market Edge Intelligence™ delivers real-time AI analytics and predictive intelligence directly within colocation facilities, producing insights including predictive alerts, infrastructure anomaly detection, capacity forecasting, and instant trading signal execution. Targeting Tier 1 and Tier 2 customers, the product offers cost savings and operational efficiencies and can be deployed in multiple ways: as part of Beeks Analytics, as a standalone platform, or through integration alongside existing systems. This open architecture and transparent commercial model places us in a unique position, primed to significantly expand the addressable market and generate upsell opportunities within the existing customer base. The solution also generates a new channel of recurring revenue, further adding to our significant base of contracted, multi-year revenue streams.
The product has already received positive customer feedback with early signs of strong demand and several conversations with new and existing customers ongoing. Believed to be the world's first AI/Machine learning solution for passive monitoring of capital markets data directly at the network edge, Market Edge Intelligence™ is poised to play a valuable role in the capital markets trading landscape.
Investment into the Exchange Cloud® and Proximity Cloud® offerings focused on streamlining the product to keep pace with the evolving needs of the financial markets landscape and reinforce our technical advantage over other industry alternatives. Upgrades and developments include: enhanced single sign-on functionality to deliver clients a secure transition between infrastructure management and performance analytics views; updated portal displays for high-usage Proximity Cloud® and Exchange Cloud® customers to enable more efficient capacity management; and live client notifications on key infrastructure metrics allowing continuous system monitoring.
Investment into the security of our infrastructure remains a focus of our R&D, and as announced in FY24, both Proximity Cloud® and Exchange Cloud® hold the Service Organisation Control 2 (SOC 2) compliance standard, the widely respected and recognised standard developed by the American Institute of Certified Public Accountants (AICPA). This reflects our commitment to ensuring the security of our customers' data and underpins Beeks' established reputation as a trusted and leading provider for the financial markets. During FY25 we further strengthened our compliance standard by achieving SOC Type 2 accreditation.
Sales and Marketing
Investing in sales and marketing remains part of our growth strategy as we look to deliver on a record pipeline of new sales opportunities. This year has seen a moderate expansion of our global sales team with a few select strategic hires across existing locations within exchanges to support the conversion of our pipeline on an international scale, gaining senior sales personnel with extensive industry experience.
Our professional memberships provide Beeks with a strong channel through which to engage with the capital markets landscape and build relationships among industry specialists. These relationships can lead to new business opportunities, strategic partnerships, and collaborative ventures, while also granting access to valuable insights into competitors. In addition, they help further enhance our competitive differentiation by setting us apart us from other large cloud service providers.
Customers
Beeks continues to support a broad customer base across the financial services sector, including exchanges, banks, brokers, hedge funds, cryptocurrency traders, as well as insurance companies, financial technology firms, payment providers, and Independent Software Vendors (ISVs).
Both Exchange Cloud® and Proximity Cloud® have made material leaps since first launch and are the primary drivers behind new customer acquisitions in FY25, marking record numbers of new customer wins and extensions with eight deals secured and a total TCV of over £19m. In line with our land and expand strategy, clients in our existing customer base have continued to increase adoption of our services far beyond the original contract. For example, this year saw further extensions of the Exchange Cloud® contract with Johannesburg Stock Exchange which now has two data centre locations and still offers further extension opportunity. An Exchange Cloud® contract with a large global Exchange, first announced in February 2024, has recently been put on notice, due to the protracted full go live with the exchange's customers. A situation beyond the Company's control. The cancellation will have an insignificant impact on FY26 financial performance.
During the year and continuing post year end, the Group has seen strong new sales momentum for Exchange Cloud®, with several significant customer wins that include:
· Major new contract with the Grupo Bolsa Mexicana (BMV), the second-largest exchange in Latin America, to deploy co-location infrastructure via Beeks' partner, IPC.
· Multi-year contract with the Australian Securities Exchange (ASX), the 11th largest stock market globally, to support its new Colocation on Demand Service, reducing latency, cost and complexity. The solution is due to launch in H1 FY26.
· Significant new contract with Kraken, one of the longest-standing, most liquid and secure cryptocurrency exchanges, for Kraken's European data centre. This is strategically significant because it marks the first cryptocurrency exchange to sign-up for Exchange Cloud® and opens the door into the crypto platform market.
· Significant new contract post-period end with TMX Datalinx, part of the Canada-based TMX Group which owns and operates exchanges across equities, fixed income, derivatives and energy markets, including the Toronto Stock Exchange.
The pipeline for Exchange Cloud® is at record strength, and with the move to the revenue share model significantly decreasing the sales cycle, we are confident in accelerating the sales process and delivering on our pipeline going forward.
Proximity Cloud® is building traction in the FX space, with evidence of demand growing to suggest this is a significant avenue of opportunity. June marked a record month for Proximity Cloud®, with c.$10m of contracts signed, including multi-year contract wins and renewals for brokerage and fintech firms, spanning key locations across UAE and Europe. Revenue associated with these deals is set to be recognised across both FY25 and FY26, contributing to a strong start to FY26.
The pipeline for Proximity Cloud® remains strong, with late-stage conversations ongoing with several large and globally-renowned financial institutions.
Future Growth and Outlook
We are increasingly confident in the significant growth opportunities ahead. We have had a record start to H1 FY26 with the contract wins detailed above and several other Exchanges are in the closing stages of deals. With the pipelines across all our offerings at record strength, the growth opportunity ahead is considerable.
Following two years of market education in which we have strengthened our sales team and marketing efforts and delivered demonstrable results for leading financial institutions around the world, our products are increasingly well-known. As a result, today, customers are actively coming to us. In addition, the resulting record pipeline across all our offerings is underpinned by the revenue share model for Exchange Cloud® which delivers a clear line of sight of profitability, building considerable opportunity for regular revenue flow over the next 18-24 months.
Market Edge Intelligence™ marks a major step forward, enabling us to scale with both new and existing customers. This offering, is a first-of-its-kind technology in our sector, strengthening our reputation as an established capital markets disruptor.
Looking ahead for Exchange Cloud®, we are witnessing growing demand in emerging markets, where trading infrastructure is struggling to keep pace with the demanding requirements of modern trading. In these regions, we have several opportunities progressing to late-stage contracting and others in earlier stages of the sales funnel. In addition to the strong pipeline of new opportunities, we continue to see substantial extension opportunities with existing customers, as data centres approach capacity.
Overall, we believe we are in a strong position to meet our customers' needs in the years ahead and provide them with robust solutions that enable them to deliver on their strategies and goals. With our pipeline at record strength, the revenue-share model accelerating completions, an expanded offering and a strong base of recurring revenue, even at this early stage, the Board is confident in achieving results for FY26 in line with its expectations.
Gordon McArthur
CEO
3 October 2025
Strategic Report - Financial Review
Key Performance Indicator Review
|
| FY25 | FY24 | Growth |
| Revenue1 (£m) | £35.92 | £28.49 | 26% |
| ACMRR2 (£m) | £29.50 | £28.00 | 5% |
| Gross Profit (£m) | £14.70 | £11.34 | 30% |
| Gross Profit margin3 | 40.9% | 39.8% | 1.1% |
| Underlying EBITDA4 (£m) | £13.62 | £10.73 | 27% |
| Underlying EBITDA margin5 | 37.9% | 37.7% | 0.2% |
| Underlying Profit before tax6(£m) | £5.49 | £3.90 | 41% |
| Underlying Profit before tax margin7 | 15.3% | 13.7% | 1.6% |
| Profit before tax (£m) | £2.79 | £1.46 | 91% |
| Underlying EPS8 (pence) | 8.47p | 7.01p | 21% |
1Revenue excludes grant income and rental income
2ACMRR is Annualised Committed Monthly Recurring Revenue
3Gross profit margin is statutory gross profit divided by Revenue
4Underlying EBITDA is defined as profit for the year excluding amortisation, depreciation, finance costs, taxation, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs
5Underlying EBITDA margin is defined as Underlying EBITDA divided by Revenue
6Underlying profit before tax is defined as profit before tax excluding amortisation on acquired intangibles, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs
7Underlying profit before tax margin is defined as Underlying profit before tax divided by Revenue
8Underlying EPS is defined as profit for the year excluding amortisation on acquired intangibles, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs divided by the number of shares
I am pleased to report on another year of strong financial performance, with good revenue growth reflecting a positive response by both new and existing customers to our growing cloud offerings, the strength of our recurring revenue model and disciplined execution of our strategy. Revenue grew 26% to £35.9m, supported by broad-based growth across our Proximity and Exchange Cloud® offerings. Importantly, profitability accelerated at a faster pace than revenue as we saw increasing leverage of our business, with underlying profit before tax increasing 41% to £5.5m and underlying EBITDA improving 27% to £13.6m.
Our ability to scale while maintaining high levels of recurring revenue and strong cash generation underlines the resilience of the business model. Tier 1 customers now represent a growing proportion of revenues, validating our position as a trusted, long-term partner for global financial markets infrastructure.
Revenue and Recurring Model
Revenue increased 26% year on year to £35.9m, supported by expansion with existing customers and new contract wins. Recurring revenues represented 71% of total revenue (2024: 84%), reflecting product mix, particularly the higher proportion of Proximity and Exchange Cloud® sales (under the prior model) which have an upfront revenue recognition element. Despite this shift, the Group continues to benefit from a resilient base of contracted income, with Annualised Committed Monthly Recurring Revenue (ACMRR) increasing 5% to £29.5m (2024: £28.0m), reinforcing visibility of future earnings. As referenced earlier in the report, ACMRR further increased to £31.5m as at September-25 following a strong start to FY26.
Proximity and Exchange Cloud® delivered strong revenue growth, with revenues of £9.9m (2024: £3.5m), while Private and Public Cloud revenues increased by a more modest £0.6m compared with FY24. As noted at the interim stage, we experienced higher than historic customer churn within Private Cloud as clients rationalised legacy infrastructure following the transition of our server licence estate from VMWare to OpenNebula. While this temporarily moderated ACMRR growth, it has positioned the Group with a more efficient cost base.
Importantly, momentum in Private Cloud has already returned. In August 2025 we secured over $7m of new Private Cloud contracts across multiple financial institutions and geographies. These wins, which commence revenue recognition in FY26, underpin the Board's growth expectations and demonstrate the demand for our secure, high-performance infrastructure. Combined with the record Proximity Cloud® wins achieved in June, these contracts highlight Beeks' ongoing ability to capture meaningful, multi-year opportunities across our product portfolio.
Tier 1 customers now represent 54% of delivered revenue (2024: 58%), with a high proportion of recurring revenue secured on multi-year contracts. While the mix of sales between Private Cloud, Proximity and Exchange Cloud® may cause annual fluctuations in the percentage of recurring revenue reported, the Group's revenue visibility and contracted base remain robust.
The cancellation of a Proximity Cloud® customer recognised upfront in FY24 and referenced during the FY25 interim financial statements has been reflected through impairment rather than a reversal of revenue. Please refer to Note 14 for further information on this.
Gross Profit
Statutory gross profit earned, which is calculated by deducting from revenue variable cost of sales such as data centre costs, software licencing, connectivity charges and depreciation and amortisation on our server estate and internally developed software, increased 30% to £14.70m (2024: £11.34m) with gross margins rising slightly to 40.9% (2024: 39.8%). We have maintained gross margins year on year notwithstanding the continued investment across our asset estate.
Underlying Administrative Expenses
Underlying administrative expenses, which are defined as administrative expenses less share based payments and non-recurring costs, have increased by 20% from £9.3m to £7.4m. The largest component of administrative expenses, headcount costs increased 8% from £7.2m to £7.8m. Headcount was well controlled in line with strategy with investment targeted at high value areas such as sales. Overall, we maintained similar staffing levels from FY24 with an average headcount of 102 throughout the year (2024: 105) therefore these cost changes are largely as a result of inflationary pay increases. Looking ahead, we expect future increases in headcount to remain measured and strategic, ensuring that any expansion is aligned to the Group's priorities and delivers clear value. This approach allows us to scale efficiently while maintaining flexibility and protecting margins.
Over the year, we have continued to invest in our key products, Proximity and Exchange Cloud® with a sharper focus on agility and responsiveness. Rather than committing to large-scale, capital-intensive development cycles, our strategy has shifted towards smaller, iterative releases that allow us to respond more rapidly to customer needs and market opportunities. This approach has naturally resulted in lower levels of capitalised development costs when compared to the previous year of £2.1m (2024: £2.8m). Our margin has also absorbed the investment in Edge Intelligence, where for prudency, £0.4m has been expensed and is classified within administrative expenses during the year.
Other overhead costs have remained relatively flat during the year as we have worked hard to improve margins.
The Group recorded a higher FX charge this year, mainly due to the year-end retranslation of intercompany balances (£0.5m, FY24: £0.1m). This is an accounting adjustment rather than a trading or cash impact, and reflects currency movements on intra-Group positions. While this has increased reported charges versus last year, it has no effect on underlying performance or cash flow. In spite of these factors, operating margins have improved during the year with further scope as we move into FY26.
Underlying EBITDA
Cost discipline, combined with revenue growth has enabled Earnings before interest, tax, depreciation, amortisation and exceptional non-recurring costs ("Underlying EBITDA") to increase by 27% to £13.6m (2024: £10.7m).
Underlying EBITDA, underlying profit before tax and underlying earnings per share are alternative performance measures, considered by the Board to be a better reflection of true business performance than statutory measures only. The key adjusting items are share based payments, amortisation, grant income and unrealised exchange rate gains and losses.
Underlying Profit before tax** increased to £5.5m (2024: £3.9m) demonstrating operational leverage and scalability with underlying profit before tax margins increasing to 15.3% (FY24: 13.7%).
Statutory Profit before tax increased to a profit of £2.79m (2024: £1.5m). The other reconciling differences are shown on the table below:
| | Year ended 30 June 2025
| Year ended 30 June 2024
|
| | £'000 | £'000 |
| | | |
| Statutory Profit Before Tax | 2,789 | 1,459 |
| | | |
| Add back: | | |
| Share Based Payments | 2,551 | 2,326 |
| Other Non-recurring costs* | 113 | 29 |
| Amortisation of acquired intangibles | 130 | 304 |
| | | |
| Deduct: | | |
| Grant Income | (276) | (275) |
| Exchange rate gains on intercompany translation | 500 | 60 |
| R&D tax credit | (322) | - |
| Underlying Profit before tax for the year | 5,485 | 3,903 |
| | Year ended 30 June 2025 | Year ended 30 June 2024 |
| | £'000 | £'000 |
| EBITDA*** | 13,709 | 10,940 |
| | | |
| Deduct: | | |
| Grant Income | (276) | (275) |
| Exchange rate losses on intercompany translation | 501 | 60 |
| R&D tax credit | (322) | - |
| Underlying EBITDA | 13,612 | 10,725 |
*Other non-recurring costs in the year relates exceptional costs in relation to one off staff termination payments, and other one off property costs. Prior year non-recurring costs were incurred due to refinancing and one off property costs. All of these costs are not expected to recur and are therefore disclosed separately to trading results.
**Underlying profit before tax is defined as profit before tax excluding amortisation on acquired intangibles, acquisition costs, share based payments, exchange rate gains/losses on statement of financial position translation and exceptional non-recurring costs
***EBITDA is defined as earnings before depreciation, amortisation, acquisition costs, share based payments and non-recurring costs
Taxation
The Group reported a tax credit of £177k for the year ended 30 June 2025 (2024: £734k credit), resulting in an effective tax rate (ETR) of (6.36%), compared to (50.31%) in the prior year. The movement reflects a combination of profit growth, the utilisation of deferred tax assets as a result of historic losses and changes in the composition of taxable income and reliefs.
The Group's ETR is expected to remain below the statutory UK rate in the near term, reflecting the continued benefit of tax-deductible share option charges and the availability of R&D tax incentives. Over the medium term, we anticipate a normalisation of the effective tax rate as these temporary factors unwind.
See tax notes 9 and 12 for further details.
Earnings per Share
Underlying earnings per share increased 21% to 8.47p (2024: 7.01p). Underlying diluted earnings per share increased to 7.60p (2024: 6.36p). The increase in underlying EPS is largely as a result of the increased underlying profitability in FY25. See note 24 for further details.
Basic earnings per share increased to 4.43p (2024: 3.33p). The increase in basic EPS is as a result of the statutory profit in the period. Diluted earnings per share has also increased to 4.12p (2024: 3.11p).
Statement of Financial Position and Cash flows
The Group's financial position strengthened during the year, with net assets increasing to £43.2m (2024: £37.5m). Non-current assets rose to £40.0m (2024: £31.9m restated), driven primarily by a £3.1m increase in property, plant and equipment as the Group expanded its data centre footprint. Intangible assets remained broadly stable at £9.2m, reflecting capitalised development spend of £2.4m offset by amortisation. Trade and other receivables within non-current assets increased to £8.0m (2024: £3.3m), largely due to the movement in contract assets of £6.8m reflecting the upfront revenue recognition of the Proximity and Exchange Cloud® contracts recognised in the year where most of these contracts are billed monthly over the contract term.
We hold a stock supply of £2.6m in IT infrastructure which is capable of delivering part of the immediate FY26 sales pipeline.
Total liabilities increased to £14.5m (2024: £7.8m restated) with lease liabilities growing to £5.9m (2024: £2.9m) largely due to IFRS16 additions for data centre lease contracts. We took advantage of preferential terms to secure discounted data centre leases with some key suppliers which helps hedge against inflationary cost increases.
Beeks delivered operating cash inflows of £9.4m (2024: £10.6m), demonstrating effective cash conversion from profit after tax of £3.0m. Adjusted EBITDA translated strongly into operating cash flow, supported by non-cash charges for depreciation, amortisation and share-based payments.
Working capital movements were more pronounced than in the prior year, with a £8.9m increase in receivables, reflecting both the timing and scale of larger customer contracts resulting in an increase in contract assets, partially offset by a £5.5m increase in payables as a result of a significant investment profile, relating to the purchase of hardware to support Proximity and Exchange Cloud® contracts near the year end.
Investing cash outflows were in line with prior years at £7.0m (2024: £6.8m), comprising £4.6m of investment in physical infrastructure and £2.4m in capitalised development. These investments are aligned with our strategy of scaling capacity and continuing product innovation.
Beeks closed the year with gross cash of £7.4m (2024: £7.7m). Overall, the Group remains well-capitalised, with no bank debt and low asset finance debt of £0.4m. During the year we re-paid asset finance debt of £0.7m. Our net cash at the end of the year is £7.0m (30 June 2024: £6.6m) and gross borrowings at £0.4m remain at 0.03x Underlying EBITDA of £13.6m which we believe is a very comfortable level of debt to carry given the recurring revenue business model and strong cash generation.
Fraser McDonald
Chief Financial Officer
3 October 2025
Consolidated Statement of Comprehensive Income
| |
| 2025 | 2024 |
| | Note | £000 | £000 |
| Revenue | 3 | 35,918 | 28,487 |
| Other Income | 3 | 694 | 371 |
| Cost of sales | | (21,907) | (17,516) |
| | |
|
|
| Gross profit |
| 14,705 | 11,342 |
| Administrative expenses | | (11,942) | (9,759) |
| Operating profit | 4 | 2,763 | 1,583 |
|
|
|
|
|
| Analysed as |
| | |
| Earnings before depreciation, amortisation, acquisition costs, share based payments and non-recurring costs: | | 13,708 | 10,940 |
| Depreciation | 11 | (5,669) | (5,085) |
| Amortisation - acquired intangible assets | 10 | (276) | (326) |
| Amortisation - other intangible assets | 10 | (2,336) | (1,591) |
| Share based payments | 21 | (2,551) | (2,326) |
| Other non-recurring costs | 4 | (113) | (29) |
| Operating profit | | 2,763 | 1,583 |
|
| | | |
| Finance income | 6 | 408 | 250 |
| Finance costs | 5 | (382) | (374) |
| | |
|
|
| Profit before taxation |
| 2,789 | 1,459 |
| | | | |
| Taxation | 9 | 177 | 734 |
| Profit after taxation for the year attributable to the owners of Beeks Financial Cloud Group PLC |
| 2,966 | 2,193 |
| | | | |
| Other comprehensive income | | | |
| Amounts which may be reclassified to profit and loss |
| | |
| Currency translation differences | | (31) | 8 |
| Total comprehensive income for the year attributable to the owners of Beeks Financial Cloud Group PLC | | 2,935 | 2,201 |
|
| | | |
| | | Pence | Pence
|
| Basic earnings per share | 24 | 4.43 | 3.33 |
| Diluted earnings per share | 24 | 4.12 | 3.11 |
The above income statement should be read in conjunction with the accompanying notes.
Consolidated Statement of Financial Position
| |
| 2025 | 2024 (Restated) |
| | Note | £000 | £000 |
| Non-current assets | | | |
| Intangible assets | 10 | 9,165 | 9,368 |
| Trade and other receivables | 14 | 8,000 | 3,287 |
| Property, plant and equipment | 11 | 19,792 | 16,739 |
| Deferred tax | 12 | 3,068 | 2,530 |
| | | 40,025 | 31,924 |
| Current assets | | | |
| Trade and other receivables | 14 | 7,711 | 4,171 |
| Inventories | 13 | 2,607 | 1,506 |
| Cash and cash equivalents | 15 | 7,357 | 7,701 |
| | | 17,675 | 13,378 |
| Total assets | | 57,700 | 45,302 |
| Liabilities | | | |
| Non-current liabilities | | | |
| Trade and other payables | 18 | 11 | 136 |
| Lease liabilities | 17 | 3,475 | 1,283 |
| Deferred tax | 12 | - | - |
| Total non-current liabilities |
| 3,486 | 1,419 |
|
| | | |
| Current liabilities | | | |
| Trade and other payables | 18 | 8,580 | 4,777 |
| Lease liabilities | 19 | 2,417 | 1,611 |
| Total current liabilities | | 10,997 | 6,388 |
| Total liabilities | | 14,483 | 7,807 |
| Net assets | | 43,217 | 37,495 |
| | | | |
| Equity | | | |
| Issued capital | 20 | 84 | 83 |
| Share premium | 22 | 23,775 | 23,775 |
| Reserves | 22 | 7,668 | 6,297 |
| Retained earnings | | 11,690 | 7,340 |
| Total equity | | 43,217 | 37,495 |
These financial statements were approved by the Board of Directors on 3rd October 2025 and were signed on its behalf by:
Gordon McArthur, Chief Executive Officer
Beeks Financial Cloud Group Plc, Company number: SC521839
The above statement of financial position should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
| | Issued capital | Foreign currency reserve | Merger reserve | Other reserve | Share based payments | Share premium | Retained earnings | Total equity |
| | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
| Balance at 30 June 2023 | 82 | 70 | 705 | (315) | 4,419 | 23,775 | 4,050 | 32,786 |
|
| | | | | | | | |
| Profit after income tax expense for the year | - | - | - | - | - | - | 2,193 | 2,193 |
| Currency translation difference | - | 8 | - | - | - | - | - | 8 |
| Total comprehensive income | - | 8 | - | - | - | - | 2,193 | 2,201 |
|
| | | | | | | | |
| Deferred tax | - | - | - | - | - | - | 181 | 181 |
| Issue of share capital | 1 | - | - | - | - | - | - | 1 |
| Share based payments | - | - | - | - | 2,326 | - | - | 2,326 |
| Exercise of share options | - | - | - | - | (916) | - | 916 | - |
| Total transaction with owners | 1 | - | - | - | 1,410 | - | 1,097 | 2,508 |
| Balance at 30 June 2024 | 83 | 78 | 705 | (315) | 5,829 | 23,775 | 7,340 | 37,495 |
|
| | | | | | | | |
| Profit after income tax expense for the year | - | - | - | - | - | - | 2,966 | 2,966 |
| Currency translation difference | - | (31) | - | - | - | - | - | (31) |
| Total comprehensive income | - | (31) | - | - | - | - | 2,966 | 2,935 |
|
| | | | | | | | |
| Deferred tax | - | - | - | - | - | - | 235 | 235 |
| Issue of share capital | 1 | - | - | - | - | - | - | 1 |
| Share based payments | - | - | - | - | 2,551 | - | - | 2,551 |
| Exercise of share options | - | - | - | - | (1,149) | - | 1,149 | - |
| Total transaction with owners | 1 | - | - | - | 1,402 | - | 1,384 | 2,787 |
| Balance at 30 June 2025 | 84 | 47 | 705 | (315) | 7,231 | 23,775 | 11,690 | 43,217 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
Consolidated Cash Flow Statement
| |
| 2025 | 2024 |
|
| Note | £'000 | £'000 |
| Cash flows from operating activities | | | |
| Profit for the year before tax | | 2,789 | 1,459 |
| Adjustments for: | | | |
| Depreciation of tangible fixed assets | 11 | 5,669 | 5,085 |
| Amortisation of intangible assets | 10 | 2,612 | 1,917 |
| Interest payable on bank loans | 5 | 6 | 85 |
| Lease liability interest | 5 | 229 | 163 |
| Share based payment charge | 7 | 2,551 | 2,326 |
| Proceeds from grant income | | (276) | - |
| Operating cash flows |
| 13,581 | 11,035 |
| | | | |
| (Increase) in receivables | 14 | (8,253) | (1,343) |
| (Decrease)/Increase in inventories | 13 | (1,527) | 997 |
| Increase/(Decrease) in payables | 18 | 5,527 | (171) |
| Operating cash flows after movement in working capital |
|
9,328 | 10,518 |
| Corporation tax paid | | 97 | 33 |
| Net cash generated from operating activities |
| 9,425 | 10,551 |
| | | | |
| Cash flows from investing activities | | | |
| Purchase of property, plant and equipment | 11 | (4,583) | (3,882) |
| Capitalised development costs | 10 | (2,444) | (2,909) |
| Proceeds from share issue | | 1 | - |
| Net cash used in investing activities | | (7,026) | (6,791) |
| Cash flows from financing activities | | | |
| Repayment of existing loan borrowings | 17 | - | (1,814) |
| Repayment of lease liabilities | 17 | (2,467) | (2,065) |
| Interest on lease liabilities | 19 | (229) | (163) |
| Interest payable on bank loans | 5 | (6) | (85) |
| Proceeds from asset finance | 17 | - | 229 |
| Net cash generated from financing activities | | (2,702) | (3,898) |
| | |
| |
| Net (decrease) in cash and cash equivalents | | (302) | (138) |
| Effects of exchange rates on cash and cash equivalents | | (42) | 10 |
|
| | | |
| Cash and cash equivalents at beginning of year | 15 | 7,701 | 7,829 |
| Cash and cash equivalents at end of year | 15 | 7,357 | 7,701 |
| | | | |
The above cash flow statement should be read in conjunction with the accompanying notes.
Notes to the Consolidated Financial Statements
1. Summary of significant accounting policies
Corporate information
Beeks Financial Cloud Group PLC is a public limited company which is listed on the AIM Market of the London Stock Exchange and is incorporated in Scotland. The address of its registered office is Riverside Building, 2 Kings Inch Way, Renfrew, Renfrewshire, PA4 8YU. The principal activity of the Group is the provision of information technology services and products. The registered number of the Company is SC521839.
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS) and with the requirements of the Companies Act 2006. The financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the Group operates.
The financial statements have been prepared on the historical cost basis except for the valuation of certain financial instruments that are measured at fair values at each reporting period, as explained in the accounting policies below.
The measurement bases and principal accounting policies of the group are set out below and are consistently applied to all years presented unless otherwise stated.
Adoption of new and revised standards
The below are the standards that are new/amended for accounting periods that begin on or after 1 January 2024:
· Classification of liabilities as current or non-current (Amendments to IAS 1);
· Deferred tax related to assets and liabilities arising from a single transaction (Amendments to IAS 12);
· Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);
· Classification of Financial Instruments (Amendments to IFRS 9); Non-current liabilities with covenants (Amendments to IAS 1); and
· Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7).
No new standards or amendments that became effective in the financial year had a material impact in preparing these financial statements. There are a number of standards and amendments to standards which have been issued by the IASB that are effective in future accounting periods that have not been adopted early.
The following amendments are effective for annual reporting periods beginning on or after 1 January 2025:
· Guidance on the exchange rate to use when a currency is not exchangeable (Amendments to IAS 21);
· Accounting treatment for the sale or contribution of assets (Amendments to IFRS 10 and IAS 28).
The following amendments are effective for annual reporting periods beginning on or after 1 January 2026:
· Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 and IFRS 7);
· Annual Improvements to IFRS Standards 2022 - 2024 Cycle (covering amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7).
The following standards are effective for annual reporting periods beginning on or after 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements;
· IFRS 19 Subsidiaries without Public Accountability: Disclosures.
Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these standards until a detailed review has been completed.
Going concern
The key factors considered by the Directors were:
· Historic and current trading and profitability of the Group
· The rate of growth in sales both historically and forecast
· The competitive environment in which the group operates
· The current level of cash reserves
· The finance facilities available to the Group, including the availability of any short term funding required through the use of the Revolving Credit Facility
The directors take comfort from the resilience of our business model. The level of customer churn across our business has remained low and cash collection has been in line with our typical profile. We do however remain vigilant to the economic impact the ongoing macro-economic environment may create, particularly on the SME segment of the market.
Note 16 to the financial statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The directors are of the opinion that the Group can operate within their current levels of cash reserves including further financing facilities available. At the end of the financial year, the Group had net cash of £7.00m (2024: Net cash £6.58m) a level which the Board is comfortable with given the strong cash generation of the Group and low level of debt to EBITDA ratio. The Group has a diverse portfolio of customers and suppliers with long‐term contracts across different geographic areas. As a consequence, the directors believe that the Group is well placed to manage its business risks.
The directors have considered the Group budgets and the cash flow forecasts to December 2026, and associated risks including the risk of climate change and the impact on our data centre estate, useful economic life of assets, and the availability of bank and leasing facilities. We have run appropriate scenario and stress tests applying reasonable downside sensitivities in respect of profitability and associated cash flow generation and are confident we have the resources to meet our liabilities as they fall due for a period of at least 12 months from the date of these financial statements.
After making enquiries, the directors have a reasonable expectation that the Group will be able to meet its financial obligations and has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.
Accordingly, the Directors have adopted the going concern basis in preparing the Report for the year ended 30 June 2025.
Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary or a business is the fair values of the assets transferred, the liabilities incurred to former owners of the acquiree and the equity interests issued to the Group.
The consideration transferred includes the fair values of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the acquisition date.
Acquisition related costs are expensed as incurred. As each of the subsidiaries are 100% wholly owned the Group has full control over each of its investees. Intercompany transactions, unrealised gains and losses on intragroup transactions and balances between group companies are eliminated on consolidation.
Foreign currency transactions
In line with IAS 21 foreign currency transactions are translated into pound sterling 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 financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses resulting from the retranslation of inter-company balances are recognised in profit or loss. Non-monetary assets are translated at the historical rate.
Foreign operations
The assets and liabilities of foreign operations are translated into pound sterling using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Pound sterling using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
Business Combinations
Acquisitions of subsidiaries are accounted for using the acquisition method. The acquisition method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the statement of financial position at their fair values, which are also used as the bases for subsequent measurement in accordance with the Group accounting policies.
Where the Group's assessment of the net fair value of a subsidiary's identifiable assets acquired and liabilities assumed is less than the fair value of the consideration including contingent consideration of the business combination then the excess is treated as goodwill. Where the Group's assessment of the net fair value of a subsidiary's net assets and liabilities exceeds the fair value of the consideration including contingent consideration of the business combination then the excess is recognised through profit or loss immediately. Where an acquisition involves a potential payment of contingent consideration the estimate of any such payment is based on its fair value. To estimate the fair value an assessment is made as to the amount of contingent consideration which is likely to be paid having regard to the criteria on which any sum due will be calculated and is probability based to reflect the likelihood of different amounts being paid. Where a change is made to the fair value of contingent consideration within the initial measurement period as a result of additional information obtained on facts and circumstances that existed at the acquisition date then this is accounted for as a change in goodwill. Where changes are made to the fair value of contingent consideration as a result of events that occurred after the acquisition date then the adjustment is accounted for as a charge or credit to profit or loss.
The Group's accounting policy for common control transactions is to recognize and measure such transactions at carrying amounts, with no gain or loss recognized in the financial statements. This policy ensures consistency and comparability in the treatment of transactions within the Group.
Revenue recognition
Revenue arises from the provision of Cloud-based localisation. To determine whether to recognise revenue, the group follows a five-step process as follows:
· Identifying the contract with a customer
· Identifying the performance conditions
· Determining the transaction price
· Allocating the transaction price to the performance conditions
· Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is measured at transaction price, stated net of VAT and other sales related taxes and discounts, if applicable.
The below outlines all the Group's revenue streams and associated accounting policies:
Infrastructure as a Service (IaaS)
The group's core business provides managed Cloud computing infrastructure and connectivity. The Group considers the performance obligation to be the provision of access and use of servers to our clients. As the client receives and consumes the benefit of this use and access over time, the related revenue is recognised evenly over the life of the contract.
Monitoring software and maintenance services
The group also provides software products that analyse and monitor IT infrastructure. Revenue from the provision of software licences is split between the delivery of the software licence and the ongoing services associated with the support and maintenance. The supply of the software licence is recognised on a point in time basis when control of the goods has transferred, being the delivery of the item to the customer, whilst the ongoing support and maintenance service is recognised evenly over the period of the service being rendered on an over time basis. The group applies judgement to determine the percentage of split between the licence and maintenance portions, which includes an assessment of the expected cost plus margin that would be received in a standalone sale of the performance obligations.
Where an agreement includes a royalty fee as a result of future sales by a customer to third parties and there is a minimum amount guaranteed, this is recognised at point in time when the delivery of the item is complete.
Set up fees
Set up fees charged on contracts are reviewed to consider the material rights of the set-up fee. When a set-up fee is arranged, Beeks will consider the material rights of the set-up fee, if in substance it constitutes a payment in advance, the set-up fee will be deemed to be a material right. The accounting treatment for both material rights and non-material rights set-up fees is as follows:
· Any set up fees that are material rights are spread over the group's average contract term
· Set up fees that are not material rights are recognised over the enforceable right period, i.e. 1 to 3 months depending on the termination period
Revenue in respect of installation or training, as part of the set-up, is recognised when delivery and installation of the equipment is completed on a point in time basis.
Hardware and software sales
Revenue from the supply of hardware is recognised when control of the goods has transferred. For hardware, this occurs upon delivery and installation of the item to the customer. For software, control is deemed to pass on provision of the licence key to the customer being the point in time the customer has the right to use the software.
The Group has concluded it acts as a principal in each hardware sales transaction vs an agent. This has been determined by giving consideration to whether the Group holds inventory risk, has control over the pricing over a particular service, takes the credit risk, and whether responsibility ultimately sits within the Group to service the promise of the agreements. Refer to note 2 for more detail on these considerations.
Professional and consultancy services
Revenue from professional and consultancy services are recognised using the output method as these services are rendered and the performance obligation satisfied. Any unearned portion of revenue (i.e. amounts invoiced in advance of the service being provided) is included in payables as a contract liability.
Proximity and Exchange Cloud® Services
Proximity and Exchange Cloud® are a fully-managed and configurable compute, storage and analytics racks built with industry-leading low latency hardware that allow capital markets and financial services customers to run compute, storage and analytics on-premise.
Revenue from the sale of Proximity and Exchange Cloud® contracts has been assessed under IFRS 15 and using the five step process, the following performance obligations have been identified:
· Delivery and installation of the hardware, and provision of the software licence
· Delivery of maintenance and technical support over the contract
· Delivery of unspecified upgrades and future software releases
· Significant financing components
The delivery and installation of the hardware, and provision of the software licence are highly interrelated and considered to be one performance obligation. Management have assessed that the software is the predominant item within the performance obligation as it is the functionality and use of the developed software that provides benefit to the customer, furthermore the purpose of the contract is for provision of the software licence with the hardware being required to facilitate this. This is recognised on a point in time basis when the control of the goods have been transferred, being when delivery of the item is completed and the right to use the software is granted to the customer. This is further explained in significant judgements.
The maintenance and technical support, as well as the delivery of the unspecified upgrades and future software releases are recognised evenly on an over time basis over the period of the contract. The performance obligation for both is considered to be that of standing ready to provide technical product support and unspecified updates, optional upgrades and enhancements when made available over the period of service being rendered.
These contracts include multiple deliverables. The Group applies judgement to determine the transaction price to be allocated between a) the delivery and installation of the hardware and provision of the software licence, recognised on a point in time basis and b) the stand ready services (support, maintenance, unspecified upgrades) recognised over time. The Group applies the expected cost plus margin approach to the stand ready services and the delivery and installation of the hardware and provision of software licence is estimated using the residual approach, given this is a new product to market and standalone selling prices are not directly observable. Further detail is provided within key judgement and estimations.
Where such contracts include a significant financing component, the group also adjusts the transaction price to reflect the time value of money. Finance income is recognised as other income in the statement of the comprehensive income.
Revenue recognised over time and at a point in time is disclosed at note 3 of the notes to the financial statements.
Government grant income
Grants from Government agencies are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is deducted from carrying amount of the intangible asset over the expected useful life of the related asset. Note 3 Revenue provides further information on Government grants.
Rental Income
Rental income from the head office property leased out under operating leases is recognised in the statement of the comprehensive income as other income as these services are rendered, as the tenant occupies the space.
Cost of sales
Costs considered to be directly related to revenue are accounted for as cost of sales. All direct production costs and overheads, including indirect overheads that can reasonably be allocated as relating to the Group's revenue generation, have been classified as cost of sales.
Where assets are purchased under a finance lease arrangement, they are recognised initially as Right of Use Assets and disclosed within the Property plant and equipment note 11. Assets that are subsequently sold as part of a Proximity or Exchange Cloud® contract are transferred to profit and loss as cost of sales.
Interest
Interest revenue is recognised as part of the financing component within some Proximity Cloud® and Software Licencing contracts. Interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash flows through the expected life of the financial asset to the net carrying amount of the financial asset.
Other non-recurring costs
The Group defines other non-recurring costs as costs incurred by the Group which relate to material non-recurring costs. These are disclosed separately where it is considered it provides additional useful information to the users of the financial statements.
Taxation and deferred taxation
The income tax expense or income for the period is the tax payable on the current period's taxable income. This is based on the national income tax rate enacted or substantively enacted for each jurisdiction with any adjustment relating to tax payable in previous years and changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applicable when the asset or liability crystallises based on current tax rates and laws that have been enacted or substantively enacted by the reporting date. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of temporary differences can be deducted. The carrying amount of deferred tax assets are reviewed at each reporting date.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash at bank, overnight and longer term deposits which are held for the purpose of meeting short term cash commitments are disclosed within cash and cash equivalents.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another and is recognised when the Group becomes party to the contractual provisions of the instrument.
To protect elements of our cash flows against the level of exchange rate risk, the Group entered into forward exchange contracts to hedge foreign exchange USD exposures arising on the forecast receipts and payments during the year. None were held at 30th June 2025. The Group does not use derivative instruments.
Financial assets and liabilities are recognised initially at fair value, and subsequently measured at amortised cost, with any directly attributable transaction costs adjusted against fair value at initial recognition and recognised immediately in the Consolidated income statement as a profit or loss.
Financial assets
Trade and other receivables
Trade and other receivables are initially recognised at transaction price, less allowances for impairment. These are subsequently measured at amortised costs using the effective interest method. An allowance for impairment of trade and other receivables is established when there is evidence that Beeks Financial Cloud Group PLC will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtors, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade and other receivables may be impaired. The amount of the allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within expenses. When a trade or other receivable is uncollectible, it is written off against the allowance account for trade and other receivables. Subsequent recoveries of amount previously written off are credited against 'administrative expenses' in the Consolidated statement of comprehensive income.
IFRS 9 requires an expected credit loss ("ECL") model which requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. The main financial assets that are subject to the expected credit loss model are trade receivables and contract assets, which consist of billed receivables arising from contracts.
The Group has applied the simplified approach to providing for expected credit losses ("ECL") prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables.
The ECL model reflects a probability weighted amount derived from a range of possible outcomes. To measure the ECL, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The Group has established a provision matrix based on the payment profiles of historic and current sales and the corresponding credit losses experienced. The historical loss rates are adjusted to reflect current and forward-looking information that might affect the ability of customers to settle the receivables, including macroeconomic factors as relevant.
Provision against trade and other receivables is made when there is evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows. An assessment for impairment is undertaken at least at each reporting date.
Where a financing component is applicable, the Group has chosen to measure any loss allowance at an amount equal to lifetime expected credit losses.
Financial liabilities
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. These amounts represent liabilities for goods and services provided to Beeks Financial Cloud Group PLC prior to the end of the financial period which are unpaid as well as any outstanding tax liabilities.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
Defined contribution schemes
The defined contribution scheme provides benefits based on the value of contributions made. Contributions to the defined contribution superannuation plans are expensed in the period in which they are incurred.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs, and minimising the use of unobservable inputs.
Inputs determining fair value measurements are categorised info different levels based on how observable the inputs used in the valuation technique utilised are (the "fair value hierarchy"):
· Level 1: Quoted prices in active markets for identical items (unadjusted).
· Level 2: Observable direct or indirect inputs other than Level 1 inputs.
· Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of inputs used that has a significant effect on the fair value of the item. The Group measures a number of items at fair value, including;
· Trade and other receivables (note 14)
· Trade and other payables (note 18)
· Borrowings (note 17)
· Share based payments (note 21)
For more detailed information in relation to the fair value of the items above please refer to the applicable notes.
Share based payments
The Group operates equity-settled share based remuneration plans for its employees. Options are measured at fair value at grant date using the Black Scholes model. Where options are redistributed, options are measured at fair value at the redistribution date using the Black Scholes Model. The fair value is expensed on a straight line basis over the vesting period, based on an estimate of the number of options that will eventually vest. Fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example, profitability growth targets).
Under the Group's share option scheme, share options are granted to directors and selected employees. The options are expensed in the period over which the share based payment vests. A corresponding increase to the share based payment reserve in equity is recognised.
When share options are exercised, the company issues new shares. The nominal share value from the proceeds received are credited to share capital and proceeds received above nominal value, net of attributable transaction costs, are credited to the share premium when the options are exercised. When share options are forfeited, cancelled, or expire, the corresponding fair value is transferred to the retained earnings reserve. Amounts held in the share based payments reserve are transferred to Retained Earnings on exercise of the related options.
The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Where the Group entity incurs a share based payment charge relating to subsidiary employees, the charge is treated as a capital contribution in the subsidiary and an increase in investment in the Group entity.
Property, plant and equipment (PPE)
PPE is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to Beeks Financial Cloud Group PLC and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Depreciation on IT infrastructure and fixtures and fittings is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:
· Leasehold property and improvements over the lease period
· Freehold property over 50 years
· Computer Equipment over 5 years and over the length of lease
· Office equipment and fixtures and fittings over 5-20 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.
Where assets are purchased under a finance lease arrangement, they are recognised as Right of Use Assets and disclosed within the Property plant and equipment note 11. Where these assets are subsequently sold as part of a Proximity or Exchange Cloud® contract, they are transferred from PP&E to stock and thereafter to the profit and loss as cost of sales.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to bringing the asset to its current condition. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any directly attributable selling expenses.
Where inventories are purchased under a finance lease arrangement, they are recognised initially as Right of Use Assets and disclosed within the Property plant and equipment note 11.
Inventories that are subsequently sold as part of a Proximity or Exchange Cloud® contract are transferred to profit and loss as cost of sales.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling prices less costs to complete and sell is recognised as an impairment loss in the income statement. Reversals of impairment losses are also recognised in profit or loss.
Assets held at Head Office are classified and disclosed as inventory until the point in which the assets purpose is identified. At the point, the asset will either be transferred to property, plant and equipment and sold under Infrastructure-as-a-Service (IaaS) or sold to a customer under a Proximity or Exchange Cloud® solution and transferred to Cost of Sales within the Income statement.
Leases
A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and the Group has the right to direct the use of the identified asset throughout the period of use.
At the lease commencement date, the Group recognises a right-of-use asset and a corresponding lease liability on the Consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability measured at the present value of future lease payments, any initial direct costs incurred by the Group. If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group assesses the right-of-use asset for impairment under IAS 36 'Impairment of Assets' where such indicators exist.
Lease liabilities are presented on two separate lines in the Consolidated statement of financial position for amounts due within one year and amounts due after more than one year. The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted using the rate implicit in the lease. If this rate cannot readily be determined, the Group applies an incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the liability by payments made. The Group re-measures the lease liability (and adjusts the related right-of-use asset) whenever the lease term has changed, or a lease contract is modified, and the modification is not accounted for as a separate lease.
Lease payments included in the measurement of the lease liability can be made up of fixed payments and an element of variable charges depending on the estimated future price increases, whether these are contractual or based on management's estimate of potential increases. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. Where non-contractual payment discounts are subsequently received from suppliers, these are treated as a discharge of the lease liability with a credit recognised in the profit or loss statement.
The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients available under IFRS 16. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight line basis over the lease term.
Under IFRS 16, the Group recognises depreciation of the right-of-use asset and interest on lease liabilities in the Consolidated statement of comprehensive income over the period of the lease. On the Consolidated statement of financial position, right-of-use assets have been included in right of use assets and lease liabilities have been included in lease liabilities due within one year and after more than one year.
Intangible assets and amortisation
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the assets and liabilities assumed at the date of acquisition. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Intangible assets carried forward from prior years are re-valued at the exchange rate in the current financial year. Impairment testing is carried out by assessing the recoverable amount of the cash generating unit to which the goodwill relates. A bargain purchase is immediately released to the Consolidated statement of comprehensive income in the year of acquisition.
Customer relationships
Included within the value of intangible assets are customer relationships. These represent the purchase price of customer lists and contractual relationships purchased on the acquisition of the business and assets of Gallant VPS Inc. and Commercial Network Services as well as the purchase of Velocimetrics Ltd. These relationships are carried at cost less accumulated amortisation or impairment losses where applicable. Amortisation is calculated using the straight line method over periods of between five and ten years and is charged to cost of sales.
Development costs
Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is incurred.
Development costs incurred are capitalised when all the following conditions are satisfied:
· Completion of the intangible asset is technically feasible so that it will be available for use or sale;
· The Group intends to complete the intangible asset and use or sell it;
· The Group has the ability to use or sell the intangible asset;
· The intangible asset will generate probable future economic benefits;
· There are adequate technical, financial, and other resources to complete the development and to use or sell the intangible asset, and
· The expenditure attributable to the intangible asset during its development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as incurred. The costs which do meet the criteria range from new product development to the enhancement of existing services. The scope of the development team's work continues to evolve as the Group continues to deliver business critical solutions to a growing customer base. Development costs capitalised are amortised on a straight-line basis over the estimated useful life of the asset. The estimated useful life is deemed to be five years for all developments capitalised. Amortisation is charged at the point of a major product release or upgrade in which that asset is made available for sale or release to the customer. Charges are recognised through cost of sales in the Consolidated statement of comprehensive income in the period in which they are incurred.
Impairment
Goodwill and assets with an indefinite useful life are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or where the asset is still in development and is not yet being amortised as it is not available for use. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
A previously recognised impairment loss is reversed only if there is an indication that an impairment loss recognised in prior periods for an asset or cash-generating unit may no longer exist or may have decreased. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would be determined, net of depreciation, had no impairment loss been recognised for the asset or cost-generating unit in prior years. Such a reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Equity
Ordinary shares are classified as equity. An equity instrument is any contract that evidences a residual interest in the assets of Beeks Financial Cloud Group plc after deducting all of its liabilities. Equity instruments issued by Beeks Financial Cloud Group plc are recorded at the proceeds received net of direct issue costs.
The share capital account represents the amount subscribed for shares at nominal value. Details on this can be found at note 22.
Amounts arising from the revaluation of non-monetary assets and liabilities held in foreign subsidiaries, and joint operations are held within the foreign currency reserve.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Beeks Financial Cloud Group PLC, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Value-added tax ('VAT') and other similar taxes
Revenues, expenses, and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Trade receivables and trade payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a net basis. The VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of VAT recoverable from, or payable to, the tax authority.
Alternative performance measures
In addition to measuring financial performance of the Group based on statutory profit measures, the Group also measures performance based on underlying EBITDA, underlying profit before tax and underlying diluted earnings per share.
The alternative performance measures provide management's view of the Group's financial performance and are not necessarily comparable with other entities. These alternative measures exclude significant costs (such as Share Based Payments) and as such, should not be regarded as a complete picture of the Group's financial performance. These measures should not be viewed in isolation, but as supplementary information to the rest of the financial statements.
Underlying EBITDA
Underlying EBITDA is defined as earnings before amortisation, depreciation, finance costs, taxation, acquisition costs, share based payments and exceptional non-recurring costs.
Underlying EBITDA is a common measure used by investors and analysts to evaluate the operating financial performance of companies, particularly in the sector that the Group operates.
The Group considers underlying EBITDA to be a useful measure of operating performance because it approximates the underlying operating cash flow by eliminating the charges mentioned above. It is not a direct measure of liquidity, which is shown in the Consolidated statement of cash flows, and needs to be considered in the context of the Group's financial commitments. Reference is also made to the right of use asset implication on depreciation in the year as a result of the Group taking additional space in data centres.
Underlying profit before tax
Underlying profit before tax is defined as profit before tax adjusted for the following:
· Amortisation charges on acquired intangible assets;
· Exchange variances on statement of final position gains and losses;
· Share-based payment charges;
· M&A activity including:
o Professional fees;
o Any non-recurring integration costs; Any gain or loss on the revaluation of contingent consideration where it is material; and
o Any material non-recurring costs where their removal is necessary for the proper understanding of the underlying profit for the period.
The Group considers underlying profit before tax to be a useful measure of performance because it eliminates the impact of certain non-recurring items including those associated with acquisitions and other charges commonly excluded from profit before tax by investors and analysts for valuation purposes.
Underlying diluted earnings per share
Underlying diluted earnings per share is calculated by taking the adjusted profit before tax as described after deducting an appropriate taxation charge and dividing by the total weighted average number of ordinary shares in issue during the year and adjusting for the dilutive potential ordinary shares relating to share options.
The Group considers adjusted diluted earnings per share to be a useful measure of performance for the same reasons as underlying profit before tax. In addition, it is used as the basis for consideration to the level of dividend payments.
Net cash/Net Debt
Net cash/net debt is a financial liquidity metric that measures the ability of a business to pay all its debts if they were to be called immediately. This is defined as current and non-current borrowing liabilities (debt and asset finance but excluding lease liabilities)- cash and cash equivalents.
Operational costs
Operational costs are defined as operating expenses less exceptional costs, share based payments and non-recurring costs. These costs are adjusted to reflect the true business operational trading costs.
Profit after Tax
Management believes that profitability measures after tax are not measures that would specifically require alternative performance measures as they do not constitute trading results. Tax legislation is out with the control of the Group. Whilst the group currently benefits from some tax relief such as R&D tax credits, the group does not rely on these in terms of trading results or provide consideration of the tax impact of adjusted items for alternative performance measures. Further information on tax impact on profitability can be found on Note 9.
Annualised Committed Monthly Recurring Revenue
Annualised Committed Monthly Recurring Revenue (ACMRR) is committed recurring revenue. Management believes that ACMRR is a key measure as it provides investors with the total contracted committed revenue of the Group.
2. Critical accounting judgements and key sources of estimation uncertainty
Key judgements
The key judgments in preparation of the financial statements are below:
Revenue
The group applies judgment for elements of revenue recognition. The key areas of assessment include whether the group acts as a principal vs an Agent for the sale of hardware, where third parties are utilised. The group also applied several areas of judgement within the revenue recognition of Proximity Cloud® contracts as outlined below.
Principal v agent
Management is required to exercise its judgement in the classification of revenue recognition on either an agent or principal basis. Management have considered the primary indicators used to assess the agent/principal classification and has concluded that the Group acts as a principal in each sales transaction. This judgement has been reached on the basis that the Group holds the inventory risk, has control over the pricing over a particular service, takes the credit risk, and bears the responsibility to service the promise of the agreements. If management concluded that the group acted as agent, then this would result in revenue being recognised on a net basis where margin earned would be recognised as revenue with nil costs being recognised.
Proximity and Exchange Cloud®
The Proximity and Exchange Cloud® contracts include multiple deliverables. The group applies judgement to identify the performance obligations which ultimately feeds into the estimation of the transaction price to be allocated between them. The group has identified the performance obligations as:
a. the delivery and installation of the hardware and provision of the software licence (the appliance), recognised on a point in time basis; and
b. the stand ready services (support and maintenance) recognised over time
c. delivery of unspecified upgrades and future software releases recognised over time
The most significant judgement is that the delivery and installation of the hardware and provision of the software licence are considered to be one performance obligation, with the software considered the predominant item in the contract. This is considered to be the case as it is the functionality and use of the developed software that provides benefit to the customer, furthermore the purpose of the contract is for provision of the software licence with the hardware being required to facilitate this. As the contract is a right to use Beeks' software, revenue for both the software and hardware is recognised on a point in time basis upon delivery. As such, the Group consider this to be one performance obligation, recognised at a point in time basis, once the delivery and installation of the appliance to the customer is complete and the relevant licence key has been provided.
Management considers that the stand ready services do not affect the customers' ability to use and benefit from the software licence and the software can function on its own without this support. As such, the provision of stand ready services is considered to be a separate performance obligation, recognised over time as the services are rendered.
On the occasion that the title for hardware included within Proximity and Exchange Cloud® contracts is retained by the Group and as such, indicate the existence of a lease, management have applied judgment in order to determine the appropriate accounting treatment. Management have assessed that delivery and installation of the hardware, and provision of the software licence is one performance obligation under IFRS 15 as the two are considered to be non distinct. As a result the accounting treatment follows that of the predominant item within the performance obligation which has been assessed by management to be the software and as such is treated as revenue in accordance with IFRS 15 recognised at a point in time rather than a lease under IFRS 16.
Where judgement is required as to the present and enforceable rights and obligations of a Proximity and Exchange Cloud® contract, management have applied judgement as to whether cut off periods are substantive either in nature or in financial quantum. Judgements have been made on a contract by contract basis as to what length of contract should be considered when allocating the transaction price to relevant performance obligations, including considering whether penalties are substantive and what the expected consideration would be. These judgements have supported the enforceable term applied to the recognition of revenue on these types of contracts.
Please refer to Key estimations below for further information.
Software Licences
Management have applied judgement in determining the performance obligations of the delivery of software licenses and maintenances. Management have concluded that delivery of the software license key is one performance obligation, recognised upfront at a point in time when control of the goods has transferred, being the delivery of the software licence keys to the customer. At this point in time the customer has been granted the right to use the software licence. The ongoing support and maintenance service is deemed a separate performance obligation and is recognised evenly over the period as the service is rendered.
Operating Segments / Cash Generating Units
The group applies judgement over the operating segments to be reported in the financial statements. The key concept applied is to provide information used by management that will allow users to understand the entity's main activities, where these are located and how these are performing. In doing so, management exercise judgement over who the chief operating decision makers (CODMs) are, consider the discrete financial information available and determine what information is regularly reviewed by the CODMs.
Development costs
The Group reviews half yearly whether the recognition criteria for development costs have been met. This is necessary as the economic success of any product development is uncertain and may be subject to future technical problems at the time of recognition. In addition, all internal activities related to the development of new products which are not finalised by the period end are continuously monitored by the Directors and assessed for any indications of impairment. Time tracking and categorisation and the resultant capitalisation of development costs for software developers is done via an internal time tracking system with management using judgement for some senior employees who contribute to development projects. Cut off for project capitalisation is made based on the lifecycle and releases within the product roadmap. Any non-development costs are recognised in the statement of comprehensive income. See note 10 for further information.
Inventories / Property, Plant and Equipment
The Group applies judgement to the classification and disclosure of inventories within the financial statements. Assets held at Head Office are classified and disclosed as inventory given these assets could be resold to a customer under a Proximity or Exchange Cloud® sale. At the financial year end, it would not be known whether the assets classified as inventories will be transferred to Property, Plant and Equipment and sold under Infrastructure As A Service, or sold customers as a Proximity or Exchange Cloud® solution.
Deferred tax
The Group applies judgement to the recognition of its deferred tax asset in relation to timing differences on share based payment charges and carried forward losses. Specifically in terms of losses carried forward, management apply judgement to determine if there is sufficient forecastable future taxable profits to utilise the deferred tax asset. Given current profit trajectory in line with future projections, management have concluded the recognition of the deferred tax asset is appropriate.
Key estimations
The key assumptions concerning the future, and other key sources of estimation uncertainty at the year end, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Software licences and maintenance
Management have used observable evidence from maintenance support time, pricing models and industry practice comparisons to estimate the percentage of split between licence and maintenance for the sale of software licences that have an attached maintenance performance obligation.
3. Segment Information
Operating segments are reporting in a manner consistent with the internal reporting provided to the chief operating decision makers.
The chief operating decision makers, who are responsible for allocating resources and assessing performance of operating segments, have been identified as the executive directors.
In the current year there is one customer that account for more than 10% of Group revenue. The total revenue for this customer amounts to £10.9m (2024: £11.2m).
Performance is assessed by a focus on the change in revenue across public/private cloud and new sales relating to Proximity Cloud®/Exchange Cloud®. Cost is reviewed at a cost category level but not split by segment. Assets are used across all segments and are therefore not split between segments so management review profitability at a group level.
Revenues by Operating segment, further disaggregated are as follows:
| | Year ended 30/06/25 (£'000) | Year ended 30/06/24 (£'000) | ||||
| | Public/ Private Cloud | Proximity/ Exchange Cloud® | Total | Public/ Private Cloud | Proximity/ Exchange Cloud® | Total |
| Over time | | | | | |
|
| Infrastructure/software as a service | 23,765 | - | 23,765 | 22,723 | - | 22,723 |
| Maintenance | 363 | - | 363 | 388 | - | 388 |
| Proximity Cloud® | - | 709 | 709 | - | 378 | 378 |
| Exchange Cloud® | - | 157 | 157 | | 53 | 53 |
| Professional services | 199 | - | 199 | 463 | - | 463 |
| Over time total | 24,327 | 866 | 25,193 | 23,574 | 431 | 24,005 |
| Point in time | | | | | |
|
| Hardware/Software resale | 871 | - | 871 | 826 | - | 826 |
| Software licences | 193 | - | 193 | 456 | - | 456 |
| Set up fees | 104 | - | 104 | 100 | - | 100 |
| Software other | 111 | - | 111 | 57 | - | 57 |
| Proximity Cloud® | - | 7,818 | 7,818 | - | 1,626 | 1,626 |
| Exchange Cloud® | - | 1,628 | 1,628 | - | 1,417 | 1,417 |
| Point in time total | 1,279 | 9,446 | 10,725 | 1,439 | 3,043 | 4,482 |
| Total revenue | 25,606 | 10,312 | 35,918 | 25,013 | 3,474 | 28,487 |
Revenues by operating segment, further disaggregated are as follows:
| | 2025 | 2024 |
| | £'000 | £'000 |
| Revenues by geographic location are as follows: | | |
| United Kingdom | 13,243 | 7,140 |
| Europe | 2,039 | 2,861 |
| US | 12,427 | 11,140 |
| Rest of World | 8,209 | 7,346 |
| Total | 35,918 | 28,487 |
During the year other income includes £0.3m (2024: £0.3m) recognised for grant income received from Scottish Enterprise, £0.1m (2024: £0.1m) recognised as rental income and £0.3m (2024: £nil) recognised in relation to the expected R&D tax credit.
| | 2025 | 2024 |
| | £'000 | £'000 |
| Non-Current Assets by geographic location are as follows: | | |
| United Kingdom - Property, plant and equipment | 9,984 | 8,343 |
| Europe - Property, plant and equipment | 1,638 | 1,416 |
| Rest of World - Intangible assets | 7,797 | 8,000 |
| Rest of World - Goodwill | 1,368 | 1,368 |
| Rest of World - Property, plant and equipment | 2,523 | 2,531 |
| US - Property, plant and equipment | 5,647 | 4,449 |
| Total Non-Current Assets | 28,957 | 26,107 |
Intangible assets have been classified as "Rest of World" due to the fact they represent products that are available to customers throughout the World as well as the US intangible assets referred to in note 10.
The Group has taken advantage of the practical expedient permitted by IFRS 15 and has therefore not disclosed the amount of the transaction price allocated to unsatisfied performance obligations or when it expects to recognise that revenue. Longer term contracts continue to be paid on a monthly basis.
4. Operating Profit
Operating Profit is stated after charging:
| | 2025 | 2024 |
| | £000 | £000 |
| Staff costs (note 7) | 7,799 | 7,198 |
| Depreciation on owned assets (note 11) | 3,826 | 3,789 |
| Depreciation right-of-use assets (note 11) | 1,843 | 1,296 |
| Amortisation of acquired intangibles (note 10) | 296 | 318 |
| Amortisation of other intangibles (note 10) | 2,316 | 1,599 |
| Other cost of sales and admin* | 14,893 | 10,681 |
| Foreign exchange losses | 212 | 38 |
| Share based payments (note 21) | 2,551 | 2,326 |
| Other non-recurring costs | 113 | 29 |
*Included within other cost of sales and admin are the remainder of direct costs associated with the business including data centre connectivity, software licences, security, and other direct support costs.
Auditor's remuneration
| | 2025 | 2024 |
| | £000 | £000 |
| Audit | | |
| Fees payable for the audit of the consolidation and the parent company accounts | 85 | 79 |
| Fees payable for the audit of the subsidiary | 75 | 70 |
| | 160 | 149 |
5. Finance Costs
| | 2025 | 2024 |
| | £000 | £000 |
| Bank charges | 147 | 126 |
| Interest on loan liabilities | 6 | 85 |
| Interest expense | 229 | 163 |
| Total finance costs | 382 | 374 |
6. Finance Income
| | 2025 | 2024 |
| | £000 | £000 |
| Financing charge on Proximity Cloud® contracts | 277 | 147 |
| Bank Interest received | 131 | 103 |
| Total finance income | 408 | 250 |
7. Average number of employees and employee benefits expense
Including directors, the average number of employees (at their full time equivalent) during the year was as follows:
| | 2025 | 2024 |
| | £000 | £000 |
| Management and administration | 25 | 21 |
| Support and development staff | 77 | 84 |
| Average numbers of employees | 102 | 105 |
The employee benefits expense during the year was as follows:
| | 2025 | 2024 |
|
| £000 | £000 |
| Wages and salaries | 6,644 | 6,153 |
| Social security costs | 745 | 666 |
| Other pension costs | 410 | 379 |
| Total employee benefits expense | 7,799 | 7,198 |
|
| | |
| Share based payments (note 21) | 2,551 | 2,326 |
Wages and salary costs directly attributable to the development of products are capitalised in intangible assets. The total additions capitalised in intangible assets relates to payroll costs and external third-party costs. Refer to Note 10 for capitalised development costs.
8. Directors' emoluments
| | 2025 | 2024 |
|
| £000 | £000 |
|
| | |
| Aggregate remuneration in respect of qualifying services | 343 | 330 |
| Aggregate amounts of contributions to pension schemes in respect of qualifying services | 37 | 22 |
| Other benefits in kind | 4 | 4 |
| Gain on exercise of options | - | 388 |
| Total Directors' emoluments | 384 | 744 |
|
| | |
| Highest paid director - aggregate remuneration (excluding share based payments) | 137 | 125 |
There are two directors (2024: two) who are accruing retirement benefits in respect of qualifying services.
9. Taxation expense
| | 2025 | 2024 |
| | £000 | £000 |
| Current | | |
| UK tax | 62 | - |
| Foreign tax on overseas companies | 65 | 222 |
| R&D tax credit received | - | (121) |
| Total current tax | 127 | 101 |
|
| | |
| Origination and reversal of temporary differences | (304) | (835) |
| Total deferred tax | (304) | (835) |
| | | |
| Tax on Profit on ordinary activities | (177) | (734) |
The differences between the total tax credit above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax, together with the impact of the effective tax rate, are as follows:
| | 2025 | % ETR | 2024 | % ETR |
| | £000 | movement | £000 | movement |
| Profit before tax | 2,789 |
| 1,459 |
|
| Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 25% (2024: 25%) | 697 | 25% | 354 | 24% |
| Effects of: | | | | |
| Impact of super deduction | - | - | 14 | 0.96% |
| Expenses not deductible for tax purposes | 570 | 20.43% | 554 | 37.97% |
| R&D tax credits relief | - | - | (451) | 30.91% |
| Share option deduction | (1,071) | (38.42%) | (1,059) | 72.58% |
| Prior year deferred tax adjustments | (340) | (12.19%) | (144) | 9.87% |
| Capital gains/losses | (33) | (1.18%) | (37) | 2.54% |
| Foreign tax suffered | - | - | 156 | 10.69% |
| Other | - | - | (121) | - |
| Total tax charge | (177) | (6.36%) | (734) | (50.31%) |
The effective tax rate (ETR) for the year was 6.36% (2024: 50.31%).
10. Intangible assets
| | Acquired customer relationships | Development costs | IP addresses | Trade name | Goodwill | Total |
| | | | | | | |
| Cost |
|
|
|
|
|
|
| As at 30 June 2023 | 2,501 | 8,869 | - | 137 | 2,336 | 13,843 |
| Additions | - | 2,796 | 104 | - | - | 2,900 |
| Foreign exchange movements | (2) | - | - | - | - | (2) |
| As at 1 July 2024 | 2,499 | 11,665 |
104 | 137 | 2,336 | 16, 741 |
| Additions | - | 2,146 | - | - | - | 2,146 |
| Foreign exchange movements | (117) | - | - | - | - | (117) |
| As at 30 June 2025 | 2,382 | 13,811 | 104 | 137 | 2,336 | 18,770 |
| | | | | | | |
| Accumulated Amortisation | | | | | | |
| As at 30 June 2023 | (1,474) | (3,207) | - | (88) | (968) | (5,737) |
| Charge for the year | (263) | (1,627) | - | (27) | - | (1,917) |
| Foreign exchange movements | 5 | - | - | - | - | 5 |
| Grant income release | - | 276 | - | - | - | 276 |
| As at 1 July 2024 | (1,732) | (4,558) | - | (115) | (968) | (7,373) |
| Charge for the year | (276) | (2,314) | - | (22) | - | (2,612) |
| Foreign exchange movements | 105 | - | - | - | - | 105 |
| Grant income release | - | 275 | - | - | - | 275 |
| As at 30 June 2025 | (1,903) | (6,597) | - | (137) | (968) | (9,605) |
| | | | | | | |
| NBV as at 30th June 2024 | 767 | 7,107 | 104 | 22 | 1,368 | 9,368 |
| | | | | | | |
| NBV as at 30th June 2025 | 479 | 7,214 | 104 | - | 1,368 | 9,165 |
Development costs have been recognised in accordance with IAS 38 in relation to the Open Nebula project and development of the Proximity and Exchange Cloud® products, including analytics and its integration into this product. Development costs in relation to Proximity and Exchange Cloud® have a useful life of 5 years.
Brought forward development costs consist of £8.7m where £3.0m was capitalised in FY22, £2.9m was capitalised in FY23 and £2.8m in FY24.
During the year, a total of £3.5m development costs relating to the development of Proximity Cloud®/Exchange Cloud® and the Open Nebula project were capitalised. These assets now have a carrying value of £3.1m.
As at 30 June 2025, £0.2m (2024: £1.5m) of development costs capitalised are currently being carried as work in progress not yet amortised. This relates to cost where projects have not yet been completed and made available to customers. All costs incurred during the preliminary stages of development projects are charged to profit or loss. Within the Proximity/Exchange Cloud® segment in the current year, an impairment review was carried out solely on the projects within development costs for which amortisation is yet to begin as no revenue has yet been generated from these items not yet under sale. No impairment indicators were found.
Impairment test for goodwill
For this review, goodwill was allocated to individual cash generating units (CGU) on the basis of the Group's operations as disclosed in the segmental analysis. As the Board reviews results on a segmental level, the Group monitors goodwill and annually assesses it on the same basis for impairment.
The carrying value of goodwill by each CGU is as follows:
| | 2025 |
| | £'000 |
| | |
| Private/public cloud | 488 |
| Proximity/Exchange Cloud® | 880 |
| Total goodwill | 1,368 |
Goodwill has been allocated to the Proximity/Exchange Cloud® segment and management have reviewed and confirmed that there is no indication of impairment.
The recoverable amount of all CGUs has been determined by using value-in-use calculations, estimating future cash inflows and outflows from the use of the assets and applying an appropriate discount rates to those cash flows to ensure that the carrying value of each individual asset is still appropriate.
In performing these reviews, under the requirements of IAS 36 "Impairment of Assets" management prepare forecasts for future trading over a useful life period of up to five years.
These cash flow projections are based on financial budgets and market forecasts approved by management using a number of assumptions including;
· Historic and current trading
· Weighted sales pipeline
· Potential changes to cost base (including staff to support the CGU)
· External factors including competitive landscape and market growth potential
· Forecasts that go beyond the approved budgets are based on long term growth rates on a macro-economic level.
Management performed a full impairment assessment on the goodwill allocated to Public/Private Cloud. This included including modelling projected cash flows based on the current weighted sales pipeline, a discount rate based on the calculated pre-tax weighted average cost of capital (15%, 2024: 15%) and cost base assumptions that included contingency and investment to deliver against the weighted sales pipeline. Conservative mid-term rates of 20% and terminal growth rates of 2% (2024: 2%) were estimated, which were significantly less than both the Group's internal business plan, external market mid-term forecast as well as historic performance.
Sensitivity analysis has been performed to show the impact of reasonable or possible changes in key assumptions. An increase in discount rate from 15% to 20% was applied with sales growth assumptions reduced. This resulted in no resultant indication of impairment.
An impairment review was carried out on the three development projects, for which amortisation is yet to begin, in line with the testing on impairment of intangible assets as referenced within the Group's accounting policies in note 1. For Exchange Cloud® and Analytics, the existing weighted sales pipeline was used as a typical pipeline profile for current and future years and cash flows on the business unit to which the goodwill relates were forecast. Discount rates and cost base assumptions were consistent to what has been detailed above in regards to the impairment testing on goodwill. For Open Integration, cost comparisons of the two platform were compared based on current pricing with discount rates again consistent with the impairment testing on goodwill.
Based on an analysis of the impairment calculation's sensitivities to changes in key parameters (growth rate, discount rate and pre-tax cash flow projections) there was no reasonably possible scenario where these recoverable amounts would fall below their carrying amounts therefore as at 30 June 2025, no change to the impairment provision against the carrying value of intangibles was required. The revaluation of these from prior year represents exchange adjustment only.
11. Non-current assets - Property, plant and equipment
| | Computer Equipment | Office equipment and fixtures and fittings | Right of Use | Freehold property | Total |
| Cost | £'000 | £'000 | £'000 | £'000 | £'000 |
| As at 30 June 2023 | 20.490 | 326 | 7,741 | 3,039 | 31,596 |
| Additions | 3,550 | 68 | 950 | 1 | 4,569 |
| Transfer to stock | (175) | - | (595) | - | (770) |
| Exchange adjustments | (3) | - | (58) | - | (61) |
| As at 1 July 2024 | 23,862 | 394 | 8,038 | 3,040 | 35,334 |
| Additions | 3,857 | 49 | 5,372 | - | 9,278 |
| Transfer to stock | - | - | (125) | - | (125) |
| Disposals | (501) | - | - | - | (501) |
| Exchange adjustments | 8 | - | 161 | - | 169 |
| As at 30 June 2025 | 27,226 | 443 | 13,446 | 3,040 | 44,155 |
| | | | | | |
| Depreciation | | | | | |
| As at 30 June 2023 | (9,828) | (97) | (3,621) | (98) | (13,644) |
| Charge for the year | (3,435) | (63) | (1,516) | (71) | (5,085) |
| Transfer to stock | 78 | - | - | - | 78 |
| Exchange adjustments | 6 | - | 50 | - | 56 |
| As at 1 July 2024 | (13,179) | (160) | (5,087) | (169) | (18,595) |
| Charge for the year | (3,681) | (73) | (1,843) | (72) | (5,669) |
| Depreciation on disposal | 40 | - | - | - | 40 |
| Exchange adjustments | (9) | - | (130) | - | (139) |
| As at 30 June 2025 | (16,829) | (233) | (7,060) | (241) | (24,363) |
| | | | | | |
| NBV as at 30 June 2024 | 10,683 | 234 | 2,951 | 2,871 | 16,739 |
| NBV as at 30 June 2025 | 10,397 | 210 | 6,386 | 2,799 | 19,792 |
All revenue generating depreciation charges are included within cost of sales. Non-revenue generating depreciation charges are included with administrative expenses.
Of the £0.5m recognised in disposals during the year, £0.3m related to equipment used in the sale of Proximity/Exchange Cloud® products.
The Group recognises rental income for the rental of units at their Head Office property in Renfrew. This asset is disclosed as Freehold Property. Units are leased to tenants under operating leases with rentals payable quarterly. Full details on operating leases as a lessor can be found on note 19.
Assets held at Head Office are classified and disclosed as inventory until the point in which the assets purpose is identified. Where an asset is sold to a customer under a Proximity or Exchange Cloud® solution, it is transferred to stock and subsequently transferred to Cost of Sales within the Income statement.
12. Non-current assets - Deferred tax
Deferred tax is recognised at the standard UK corporation tax of 25% for fixed assets in the UK (2024: 25%). Deferred tax in the US is recognised at an average rate of 21% for 2025 (2024: 21%). The deferred tax asset relates to the difference between the amortisation period of the US acquisitions for tax and reporting purposes as well as the impact of the share options exercised during the year and tax losses carried forward in both UK and overseas companies.
| | 2025 | 2024 |
|
| £000 | £000 |
| The split of the deferred tax asset and liabilities are summarised as follows: | | |
| Deferred tax (liabilities) | (3,963) | (4,197) |
| Deferred tax asset | 7,031 | 6,726 |
| Net deferred tax asset | 3,068 | 2,530 |
| Movements | | |
| Opening balance | 2,530 | 1,514 |
| Charge to profit or loss (note 9) | 304 | 835 |
| Charged to goodwill / equity | 235 | 181 |
| Closing balance | 3,068 | 2,530 |
The movement in deferred tax assets and liabilities during the year is as follows:
| | Share options | Tax losses c/fwd | Accelerated tax depreciation and other movement | Total deferred tax asset carried forward | Total deferred tax (liability) carried forward (temporary differences on assets) |
| | £000 | £000 | £000 | £000 | £000 |
| As at 30 June 2023 | 807 | 4,413 | 177 | 5,397 | (3,884) |
| | | | | | |
| Charge to income | 709 | 601 | (161) | 1,149 | (312) |
| Charge to equity | 181 | - | - | 181 | - |
| As at 30 June 2024 | 1,697 | 5,014 | 16 | 6,727 | (4,196) |
| Charge to income | 611 | (540) | (1) | 70 | 234 |
| Charge to equity | 235 | - | - | 235 | - |
| As at 30 June 2025 | 2,543 | 4,474 | 15 | 7,031 | (3,963) |
13. Current assets - Inventories
| | 2025 | 2024 |
| | £000 | £000 |
| Materials | 2,457 | 1,084 |
| Consumables | 150 | 422 |
| | 2,607 | 1,506 |
The Group holds hardware which can be used in the sale of Proximity or Exchange Cloud® contracts. Subsequent to the year end, if they are not used as part of a Proximity or Exchange Cloud® sale, they will be reclassified as PPE at the point in which they are delivered into one of the Group's data centres.
During the period, £1.8m (2024 - £0.7m) of inventories were recognised as an expense in the period through cost of sales. Of the £1.5m classified as inventories at 30 June 2024, £1.1m was subsequently transferred to PPE during the year at the point in which they were delivered into one of the Group's data centres.
Of the £2.6m stock, £1.0m of this relates to assets held for specific Proximity/Exchange Cloud® deals where assets have been delivered but are not yet in use at 30th June 2025.
14. Trade and other receivables
| | 2025 | 2024 |
|
| £000 | £000 |
| Trade receivables | 1,616 | 1,334 |
| Less: allowance for impairment of receivables | (42) | (124) |
| | 1,574 | 1,210 |
| Prepayments | 1,301 | 1,153 |
| Contract assets | 3,611 | 1,490 |
| Other taxation | 582 | 60 |
| Other receivables | 643 | 258 |
| Trade and other receivables - current | 7,711 | 4,171 |
| | 2025 | 2024 |
| | £000 | £000 |
| Contract assets | 8,000 | 3,287 |
| Trade and other receivables - non-current | 8,000 | 3,287 |
Contract assets primarily relate to our rights to consideration for goods or services delivered but not invoiced at the reporting date. The associated performance will either be the delivery of the bundled appliance for Proximity/Exchange Cloud® contracts or the delivery of the licence key for software contracts. The contract assets are transferred to receivables when invoiced. Contract liabilities relate to deferred revenue. At the end of each reporting period, these positions are netted on a contract basis and presented as either an asset or a liability in the Consolidated Statement of Financial Position. Consequently, a contract balance can change between periods from a net contract asset balance to a net contract liability balance in the statement of financial position.
Significant changes in the contract assets and the contract liability balances during the period are as follows:
| | Contract assets | Contract liabilities |
|
| £000 | £000 |
| Balance at 30 June 2024 | 4,777 | 951 |
| Transferred to receivables from contract assets from the beginning of the period | (1,037) | - |
| Revenues recognised during the period to be invoiced | 8,351 | - |
| Impairment of contract assets | (480) | |
| Revenue recognition that was included in the contract liability balance at the beginning of the period | - | (631) |
| Remaining performance obligations for which considerations have been received | - | 357 |
| Balance at 30 June 2025 | 11,611 | 677 |
During the year, the Group derecognised a contract asset of £0.5m which resulted in a net impairment charge of £0.1m (2024: £nil) in the statement of comprehensive income. The impairment reflects changes in specific customer circumstances in relation to a previously awarded Proximity Cloud® contract which have affected the recoverability of amounts recognised previously. The impairment does not represent a change in the Group's revenue recognition policies or judgements applied in prior years, but rather updated expectations of credit risk in line with IFRS 9 Financial Instruments.
The Group continues to monitor the recoverability of contract assets closely, applying a lifetime expected credit loss model under IFRS 9. Other than the specific impairment noted above, the credit quality of contract assets remains strong, with no material concentration of credit risk.
The credit risk relating to trade receivables is analysed as follows:
| | 2025 | 2024 |
|
| £000 | £000 |
| Trade receivables | 1,616 | 1,334 |
| Less: allowance for impairment of receivables | (42) | (124) |
| | 1,574 | 1,210 |
Movements in the allowance for expected credit losses are as follows:
| | 2025 | 2024 |
|
| £000 | £000 |
| Opening balance | 124 | 47 |
| Movement in allowances | (56) | 92 |
| Receivables written off during the year as uncollectable | (26) | (15) |
| Closing balance | 42 | 124 |
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. The group has applied the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss allowance for all trade receivables. The expected credit loss allowance under IFRS 9 as at 30 June 2025 is £40k (2024 - £46k). The increase in expected credit loss allowance is in line with the revenue growth of the business.
The following table details the risk profile of trade receivables based on the Group's provision matrix. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer segments.
| | 2025 | ECL rate | 2025 ECL allowance | 2024 | ECL rate | 2024 ECL allowance |
| Risk profiling category (ageing) | £'000 | % | £'000 | £'000 | % | £'000 |
| Current | 486 | -0.25% | -1 | 438 | -0.25% | -1 |
| 0-30 days | 1,076 | -3.00% | -35 | 582 | -3.00% | -18 |
| 30-60 days | 45 | -4.00% | -2 | 161 | -4.00% | -6 |
| 60-90 days | - | -6.00% | - | 5 | -6.00% | -0 |
| Over 90 days | - | -18.00% | -2 | 118 | -18.00% | -21 |
| Total | 1,607 |
| -40 | 1,304 |
| -46 |
The ECL rate in the current year has been reduced in line with the risk profile of trade receivables, historic trade losses and continued tight credit control procedures.
Trade receivables consist of a large number of customers across various geographical areas. The aging below shows that almost all are less than three months old and historic performance indicates a high probability of payment for debts in this aging. Those over three months relate to customers without history of default for which there is a reasonable expectation of recovery.
For contract asset ECL rates, Beeks have concluded that there is minimal credit risk, as it is significantly unlikely that the customers associated with these contract assets default on their contracts. To be prudent, the Group have considered a 0.001% provision which equates to approximately £2,000 and therefore wholly trivial. As such, no additional provision has been incorporated against the value currently sitting within contract assets relating to Proximity or Exchange Cloud® sales.
Past due but not impaired
The Group did not consider a credit risk on the aggregate balances after reviewing the credit terms of the customers based on recent collection practices.
The aging of trade receivables at the reporting date is as follows:
| | 2025 | 2024 |
|
| £000 | £000 |
| Not yet due | 485 | 437 |
| Due 1 to 3 months | 1,122 | 768 |
| Due 3 to 6 months | - | 116 |
| More than 6 months due | 9 | 13 |
| | 1,616 | 1,334 |
15. Current assets - Cash and cash equivalents
| | 2025 | 2024 |
|
| £000 | £000 |
| Cash and cash equivalents | 7,357 | 7,701 |
|
| 7,357 | 7,701 |
The credit risk on cash and cash equivalents is considered to be negligible because over 99% of the balance is with counter parties that are UK and US banking institutions.
16. Current assets - Financial instruments and risk management
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and cash equivalents, short term deposits and bank and other borrowings.
The carrying amount of all financial assets presented in the statement of financial position are measured at amortised cost.
The carrying amount of all financial liabilities presented in the statement of financial position are measured at amortised cost.
There have been no changes to valuation techniques, or any amounts recognised through 'Other Comprehensive Income'.
The main purpose of these financial instruments is to finance the Group's operations. The Group has other financial instruments which mainly comprise trade receivables and trade payables which arise directly from its operations.
Risk management is carried out by the finance department under policies approved by the Board of Directors. The Group finance department identifies, evaluates, and manages financial risks. The Board provides guidance on overall risk management including foreign exchange risk, interest rate risk, credit risk, and investment of excess liquidity.
The impact of the risks required to be discussed under IFRS 7 are detailed below:
Market risk
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the functional currency of the operations. The Group had potential exchange rate exposure within USD trade payable balances of £1,846,837 at 30 June 2025 (£1,254,998 at 30 June 2024) and potential exchange rate exposure within EUR trade payables balances of £80,815 (£61,880 at 30 June 2024). The Group had potential exchange rate exposure within USD trade receivables of £1,214,571 (£585,469 as at 30 June 2024) and potential exchange rate exposure within EUR trade receivables of £nil (£12,888 at 30 June 2024). The Group had potential exchange rate exposure within USD intercompany balances of £5,046,009 (£5,920,060 as at 30 June 2024) and within JPY intercompany balances of £150,441 (£189,311 as at 30 June 2024). The Group also has potential exchange rate exposure within USD bank balances of £6,154,821 (£7,127,773 as at 30 June 2024) and £137,405 within EUR bank balances (£110,650 as at 30 June 2024).
Cash flow and interest rate risk
The Group has relatively limited exposure to interest rate risk in respect of cash balances and long-term borrowings held with banks and other highly rated counterparties. Loans are at variable rates of interest based on the Bank of England's base rate therefore the Group is subject to changes in interest rates. Given the relatively low level of debt the Board do not consider this to be a significant risk. The Group has a total debt level of £0.4m all of which was held at a fixed rate under asset finance agreements.
Credit risk
The Group's maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the reporting date, as summarised below:
| | 2025 | 2024 |
|
| £000 | £000 |
| Cash and cash equivalents | 7,357 | 7,701 |
| Trade receivables | 1,616 | 1,334 |
| Contract assets | 3,611 | 1,490 |
| Other receivables | 643 | 259 |
| | 13,227 | 10,784 |
Credit risk is managed on a Group basis. Credit risks arise from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial losses to the Group. The Group provides standard credit terms (normally 30 days) to all of its customers which has resulted in trade receivables of £1,616K (2024: £1,334K) which are stated net of applicable allowances, and which represent the total amount exposed to credit risk.
The Group's credit risk is primarily attributable to its trade receivables and contract assets. The Group present the amounts in the statement of financial position net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and the current economic environment. The Group reviews the reliability of its customers on a regular basis, such a review takes into account the nature of the Group's trading history with the customer, along with management's view of expected future events and market conditions.
The credit risk on liquid funds is limited because the majority of funds are held with two banks with high credit-ratings assigned by international credit-rating agencies. Management does not expect any losses from non-performance of these counterparties.
None of the Group's financial assets are secured by collateral or other credit enhancements.
Liquidity risk
The Group closely monitors its access to bank and other credit facilities in comparison to its outstanding commitments on a regular basis to ensure that it has sufficient funds to meet obligations of the Group as they fall due. The Group monitors its current debt facilities and complies both with its gross borrowings to adjusted EBITDA, minimum adjusted cash banking and LTV covenants. Judgement is required in assessing what items are allowable for the adjusted components.
The Board receives regular debt management forecasts which estimate the cash inflows and outflows over the next twelve months, so that management can ensure that sufficient financing is in place as it is required.
As at 30 June 2025, the Group's financial liabilities (excluding leases disclosed in Note 17) have contractual maturities (including interest payments where applicable) as summarised below:
| | Current Non-current | ||||
| | Within | 1-3 | 3-12 | 1-5 | After |
| | 1 month | months | months | years | 5 years |
| | £'000 | £'000 | £'000 | £'000 | £'000 |
| Trade and other payables | 4,986 | 1,320 | 498 | - | - |
The above amounts reflect the contractual undiscounted cash flows, which may differ from the carrying values of the liabilities at the reporting date.
Trade and other payables includes trade payables, accruals, contract liabilities, other taxation and social security and other payables.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debts.
| | 2025 | 2024 |
|
| £000 | £000 |
| Total equity | 43,216 | 37,495 |
| Cash and cash equivalents | 7,357 | 7,701 |
| Capital | 50,573 | 45,196 |
| Total equity | 43,216 | 37,495 |
| Lease liabilities | 5,892 | 2,894 |
| Overall financing | 49,108 | 40,389 |
| Capital-to-overall financing ratio | 1.03 | 1.12 |
Other risks
Rental income from the head office property leased out under operating leases is recognised in the statement of the comprehensive income as other income as these services are rendered, as the tenant occupies the space. Any associated risk of the underlying asset used to generate this rental income is believed to be minimal given the building is utilised as the head office and the majority of staff are based there.
17. Non-current liabilities - Borrowings and other financial liabilities
| | 2025 | 2024 |
| | £000 | £000 |
| Lease liabilities | 3,475 | 1,283 |
| | 3,475 | 1,283 |
During the year, the Group closed its revolving credit facility of £3.5m.
Changes in liabilities arising from financing activities:
| | Lease liabilities | Total |
| | £000 | £000 |
| Balance at 30 June 2024 | 2,895 | 2,895 |
| Lease liabilities additions IFRS 16 | 5,463 | 5,463 |
| Lease repayments | (2,467) | (2,467) |
| Balance at 30 June 2025 | 5,891 | 5,891 |
Included within the lease liabilities balance of £5.9m is £0.4m of asset finance lease liabilities.
18. Trade and other payables
| | 2025 | 2024 |
|
| £000 | £000 |
| Trade payables | 6,809 | 2,792 |
| Accruals | 778 | 512 |
| Contract liabilities | 625 | 815 |
| Other taxation and social security | 266 | 324 |
| Other payables | 102 | 334 |
| Trade and other payables - current | 8,580 | 4,777 |
| | 2025 | 2024 |
|
| £000 | £000 |
| Contract liabilities | 11 | 136 |
| Trade and other payables - non-current | 11 | 136 |
Non-current contract liabilities in the year relates deferred income from support contracts that span over one year.
19. Leases
The Group leases assets including the space in data centres in order to provide infrastructure services to its customers and also hardware for data centres. Information about leases for which the Group is a lessee is presented below:
Right-of-use assets
| | Leasehold Property and improvement |
| | £000 |
| Balance at 1 July 2024 | 2,951 |
| Additions | 5,372 |
| Transfer to stock | (125) |
| Depreciation | (1,843) |
| Foreign exchange | 31 |
| Balance at 30 June 2025 | 6,386 |
The right-of-use assets are disclosed as non-current assets and are disclosed as property, plant and equipment (note 11).
Right-of-use lease liabilities
| | 2025 | 2024 |
| | £000 | £000 |
| Maturity analysis: | | |
| Within one year | (2,703) | (1,674) |
| Within two years | (2,093) | (1,044) |
| Within three years | (1,565) | (274) |
| Add: unearned interest | 469 | 98 |
| Total lease liabilities | (5,892) | (2,894) |
| Analysed as: | | |
| Non-current (Note 18) | (3,475) | (1,283) |
| Current (Note 19) | (2,417) | (1,611) |
| | (5,892) | (2,894) |
The Group does not face a significant liquidity risk with regard to its lease liabilities. The interest expense on lease liabilities amounted to £0.2m for the year ended 30 June 2025 (2024: £0.2m). Lease liabilities are calculated at the present value of the lease payments that are not paid at the commencement date.
The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight line basis. During the year ended 30 June 2025, in relation to leases under IFRS 16, the Group recognised the following amounts in the Consolidated statement of comprehensive income:
| | 2025 | 2024 |
| | £000 | £000 |
| Depreciation charge | 1,843 | 1,516 |
| Interest expense | 229 | 163 |
Payments for short-term lease expenses in relation to data centre space have not been disclosed below and are instead reflected within other cost of sales under note 4.
Amounts recognised in the Consolidated statement of cash flows:
| | 2025 | 2024 |
| | £000 | £000 |
| Amounts payable under leases: | | |
| Repayment of lease liabilities within cash flows from financing activities | 2,467 | 2,065 |
The Group recognises rental income for the rental of units at their Head Office property in Renfrew. Units are leased to tenants under operating leases with rentals payable quarterly. Lease income from operating leases where the group is a lessor is recognised on a straight-line basis over the lease term. The total recognised in profit or loss during the period is as follows:
| | 2025 | 2024 |
| | £000 | £000 |
| Rental income from operating leases | 96 | 96 |
As part of this, The Group receives rental payments on a quarterly basis. The amounts due to be received over the next 5 years are as follows:
| | 2025 | 2024 |
| | £000 | £000 |
| Within 1 year | 72 | 96 |
| Between 1 and 2 years | 72 | 96 |
| Between 2 and 3 years | 72 | 96 |
20. Equity - issued capital
| | | 2025 | 2024 | 2025 | 2024 |
| | | shares | shares | £000 | £000 |
| Ordinary shares - fully paid | | 67,317,194 | 66,541,009 | 84 | 83 |
| | | | | | |
| Movements in ordinary share capital | | | | | |
| Details | Date |
| Shares | Issue price | £000 |
| | | | | | |
| Balance | 30 June 2018 | | 50,043,100 | | 62 |
| EMI Share options exercised | 31 August 2018 | | 677,700 | £0.00125 | 1 |
| EMI Share options exercised | 24 October 2018 | | 32,200 | £0.00125 | - |
| EMI Share options exercised | 20 June 2019 | | 111,800 | £0.00125 | 1 |
| New share issue | 14 April 2020 | | 363,458 | £0.00125 | - |
| EMI Share options exercised | 9 November 2020 | | 44,118 | £0.00125 | - |
| New share issue | 15 December 2020 | | 430,946 | £0.00125 | 1 |
| New share issue | 26 April 2021 | | 4,347,827 | £0.00125 | 5 |
| EMI Share options exercised | 15 November 2021 | | 264,705 | £0.00125 | - |
| New share issue | 25 April 2022 | | 9,090,910 | £0.00125 | 12 |
| EMI Share options exercised | 16 January 2023 | | 21,946 | £0.00125 | - |
| EMI Share options exercised | 5 April 2023 | | 106,796 | £0.00125 | - |
| EMI Share options exercised | 31 May 2023 | | 35,928 | £0.00125 | - |
| Share options exercised | 13 November 2023 | | 137,724 | £0.00125 | - |
| Share options exercised | 16 January 2024 | | 197,630 | £0.00125 | - |
| Share options exercised | 28 March 2024 | | 520,729 | £0.00125 | 1 |
| Share options exercised | 26 April 2024 | | 58,037 | £0.00125 | - |
| Share options exercised | 13 May 2024 | | 28,455 | £0.00125 | - |
| Balance | 30 June 2024 |
| 66,514,009 |
| 83 |
| Share options exercised | 14 August 2024 | | 122,565 | £0.00125 | - |
| Share options exercised | 2 September 2024 | | 22,500 | £0.00125 | - |
| Share options exercised | 24 October 2024 | | 83,373 | £0.00125 | - |
| Share options exercised | 22 November 2024 | | 78,000 | £0.00125 | - |
| Share options exercised | 17 December 2024 | | 233,291 | £0.00125 | 1 |
| Share options exercised | 10 February 2025 | | 130,701 | £0.00125 | - |
| Share options exercised | 31 March 2025 | | 99,255 | £0.00125 | - |
| Share options exercised | 17 April 2025 | | 33,500 | £0.00125 | - |
| Balance | 30 June 2025 | | 67,317,194 | | 84 |
Ordinary shares
During the year, 803,186 share options were exercised.
21. Share based payments
The movements in the share options during the year, were as follows:
| | 2025 | 2024 | ||
| | Number of share options | Weighted Average Fair Value price per share (£) | Number of share options | Weighted Average Fair Value price per share (£) |
| Outstanding at the beginning of the year | 6,733,468 | 1.26 | 6,233,043 | 1.35 |
| Exercised during the year | (803,186) | 1.41 | (942,575) | 0.97 |
| Issued during the year | 1,454,234 | 2.62 | 1,443,000 | 1.06 |
| Forfeited during the year | (82,054) | 1.06 | - | - |
| Outstanding at the end of the year | 7,302,462 | 1.26 | 6,733,468 | 1.26 |
The Group granted a total of 1,371,734 share options on 15th January 2025.
Shares were forfeited during the year where employees left the business, with their share options not being fully redistributed within the Group.
These share options outstanding at the end of the year have the following expiry dates and exercise prices:
| | Grant 4A | Grant 4B | Grant 5A | Grant 5B | Grant 5C | Grant 6A | Grant 6B | Grant 6C |
| Shares | 1,022,500 | 597,150 | 604,000 | 462,500 | 462,500 | 395,000 | 524,000 | 524,000 |
| Date of grant | 26th November 2021 | 26th November 2021 | 2nd December 2022 | 2nd December 2022 | 2nd December 2022 | 20th November 2023 | 20th November 2023 | 20th November 2023 |
| Exercise price | £0.00125 | £0.00125 | £0.00125 | £0.00125 | £0.00125 | £0.00125 | £0.00125 | £0.00125 |
| Unvested expiry date | 26th November 2024 | 26th November 2024 | 2nd December 2025 | 2nd December 2025 | 2nd December 2024 | 20th November 2026 | 20th November 2026 | 20th November 2025 |
| | Grant 7A | Grant 7B | Grant 7C |
| Shares | 370,000 | 500,867 | 500,867 |
| Date of grant | 15th January 2025 | 15th January 2025 | 15th January 2025 |
| Exercise price | £0.00125 | £0.00125 | £0.00125 |
| Unvested expiry date | 15th January 2028 | 15th January 2027 | 15th January 2028 |
These share options vest under challenging performance conditions based on underlying profitability growth during the periods.
The Black Scholes model was used to calculate the fair value of these options, the resulting fair value is expensed over the vesting period. The following table lists the range of assumptions used in the model:
| | Grant 1 | Grant 2 | Grant 3 | Grant 4A | Grant 4B | Grant 4C | Grant 5A |
| Shares | 264,706 | 1,574,850 | 1,042,063 | 1,022,500 | 597,150 | 632,150 | 604,000 |
| Share price (£) | 1.02 | 0.84 | 0.945 | 1.575 | 1.575 | 1.575 | 1.43 |
| Volatility | 5% | 5% | 5% | 5% | 5% | 5% | 5% |
| Annual risk free rate | 4% | 4% | 4% | 4% | 4% | 4% | 4% |
| Exercise strike price (£) | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 |
| Time to maturity (yrs) | 3 | 3 | 3 | 3 | 3 | 2 | 3 |
| | Grant 5B | Grant 5C | Grant 6A | Grant 6B | Grant 6C | Grant 7A | Grant 7B | Grant 7C |
| Shares | 462,500 | 462,500 | 395,000 | 632,150 | 604,000 | 370,000 | 500,867 | 500,867 |
| Share price (£) | 1.43 | 1.43 | 1.065 | 1.065 | 1.065 | 2.62 | 2.62 | 2.62 |
| Volatility | 5% | 5% | 5% | 5% | 5% | 5% | 5% | 5% |
| Annual risk free rate | 4% | 4% | 4% | 4% | 4% | 4% | 4% | 4% |
| Exercise strike price (£) | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 | 0.00125 |
| Time to maturity (yrs) | 3 | 2 | 3 | 3 | 2 | 3 | 2 | 3 |
The total expense recognised from share based payments transactions on the Group's profit for the year was £2.5m (2024: £2.3m).
Expected volatility was determined at the date of grant from historic volatility, adjusted for events that were not considered to be reflective of the volatility of the share price going forward.
These share options vest on the achievement of challenging growth targets. It is management's intention that the Group will meet these challenging growth targets therefore, based on management's expectations, the share options are included in the calculation of underlying diluted EPS in note 24.
22. Equity - Reserves
The foreign currency retranslation reserve represents exchange gains and losses on retranslation of foreign operations. Included in this is revaluation of opening balances from prior years.
The merger reserve initially arose on the share for share exchange reflecting the difference between the nominal value of the share capital in Beeks Financial Cloud Group PLC and the value of the Group being acquired, Beeks Financial Cloud Limited. The merger reserve then increased upon acquisition of Velocimetrics Ltd in FY 2018, reflecting the difference between the nominal value of the share capital issued from Beeks Financial Cloud Group PLC and the value of the shares issued to the owners of Velocimetrics Ltd.
Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
Retained earnings represents retained profits and losses.
The other reserve arose on the share for share exchange and reflects the difference between the value of Beeks Financial Cloud Group Limited and the share capital of the Group being acquired through the share for share exchange. Also included in the other reserve is the fair value of the warrants issued on the acquisition of VDIWare LLC.
23. Related party transactions
Parent entity
Beeks Financial Cloud Group PLC is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 25.
Transactions with related parties
The following transactions occurred with related parties:
| | 2025 | 2024 |
| | £000 | £000 |
| Withdrawals from the director, Gordon McArthur | 58 | 10 |
At the end of the financial year, the directors loan account totalled £35K (2024 - £93K). In line with the Companies Act 2006 this amount due by the director will be repaid subsequent to the financial year end.
During the financial year, Beeks Financial Cloud Limited received services in the normal course of its business and at arm's length from A&B Property and Rental Services Scotland Limited, a company owned by Gordon McArthur. During the year, Beeks Financial Cloud Limited paid for services of £1,550 (2024: £6,145) to A&B Property and Rental Services Scotland Limited and the amounts due at the year-end was £nil (2024: £nil).
Key management personnel
Compensation paid to key management (which comprises the executive and non-executive PLC Board members) during the year was as follows:
| | 2025 | 2024 |
| | £000 | £000 |
| Wages and salaries | 343 | 330 |
| Social security costs | 37 | 36 |
| Other pension costs | 37 | 22 |
| Other benefits in kind | 4 | 4 |
| Share based payments | 126 | 155 |
24. Earnings per share
| | 2025 | 2024 |
| | £000 | £000 |
| Profit after income tax attributable to the owners of Beeks Financial Cloud Group PLC | 2,966 | 2,193 |
| | | |
| | Pence | Pence |
| Basic earnings per share | 4.43 | 3.33 |
| Diluted earnings per share | 4.12 | 3.11 |
| | | |
| | Number | Number |
| Weighted average number of ordinary shares used in calculating basic earnings per share | 66,952,413 | 65,905,797 |
| Adjustments for calculation of diluted earnings per share: | | |
| Dilutive impact of share options | 4,703,077 | 4,023,763 |
| Options over ordinary shares | 366,982 | 610,795 |
| Weighted average number of ordinary shares used in calculating diluted earnings per share | 72,022,472 | 70,540,354 |
| | 2025 | 2024 |
| | £000 | £000 |
| Profit before tax for the year | 2,789 | 1,459 |
| Share Based payments | 2,551 | 2,326 |
| Amortisation on acquired intangibles | 130 | 304 |
| Exceptional non-recurring costs | 113 | 29 |
| Exchange rate losses/(gains) on intercompany translation and unrealised currencies | 500 | 60 |
| Grant income | (276) | (275) |
| Tax effect | 57 | 720 |
| R&D tax credit | (322) | - |
| Underlying profit for the year | 5,542 | 4,623 |
| | | |
| Weighted average number of shares in issue - basic | 66,952,413 | 65,905,797 |
| Weighted average number of shares in issue - diluted | 74,621,412 | 72,688,673 |
| | | |
| Underlying earnings per share - basic | 8.47 | 7.01 |
| Underlying earnings per share - diluted | 7.60 | 6.36 |
Included in the weighted average number of shares for the calculation of underlying diluted EPS are share options outstanding but not exercisable. It is management's intention that the Group will meet the challenging growth targets therefore, based on management expectations, the share options are included in the calculation of underlying diluted EPS.
25. Subsidiaries
The Consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries held by the company in accordance with the accounting policy described in note 1.
The subsidiary undertakings are all 100% owned, with 100% voting rights.
| Company name | Country of incorporation | Principal place of business/registered office | Activity |
| Beeks Financial Cloud Co Ltd | Japan | FARO 1F, 2-15-5, Minamiaoyama, Minato-Ku, Tokyo, Japan. | Non-trading |
| Beeks FX VPS USA Inc. | Delaware, USA | 874 Walker Road, Suite C, Dover, Kent, Delaware, 19904, USA. | Non-trading Year end 31st December |
| Beeks Financial Cloud Limited | Scotland | Riverside Building, 2 Kings Inch Way, Renfrew, Renfrewshire, PA4 8YU
| Cloud Computing Services |
| Velocimetrics Limited | England | 20 St Thomas Street, London Bridge, London, England, SE1 9RS | Non-trading |
| Velocimetrics Inc. | New York, USA | 230 Park Avenue, 10th Floor, New York 10169, USA. | Non-trading |
In accordance with S479A of the Companies Act 2006, Velocimetrics Limited (06943398) have not prepared audited accounts. Beeks Financial Cloud Group plc guarantees all outstanding liabilities in this company at the year ended 30 June 2025, until they are satisfied in full.
26. Prior Period Adjustment
During the year, it was identified that the disclosure of the Group deferred tax assets and deferred tax liabilities had been grossed up opposed to netted down and thus was not accurately disclosed within the consolidated statement of financial position.
This error has been corrected within the restated figures in the 2024 balance sheet and the total impact on the consolidated statement of financial position is shown below:
| | Restated 2024 |
| | £000 |
| Decrease in non-current assets | (4,196) |
| Impact on total assets | (4,196) |
| | |
| Decrease in non-current liabilities | (4,196) |
| Impact on total liabilities | (4,196) |
| | |
| Impact on net assets | - |
The above prior year adjustment has a net impact of £nil on net assets. There is also no resulting impact on the consolidated statement of comprehensive income and therefore no impact to EPS and diluted EPS.
27. Ultimate controlling party
The Directors have assessed that there is no ultimate controlling party
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