Final results for the year ended 31 December 2023

IQGeo Group PLC

20 March 2024

IQGeo Group plc

(the "Company" or the "Group")

Record global growth and product innovation

IQGeo Group plc (AIM: IQG), a leading developer of geospatial productivity and collaboration software for telecoms and utility network operators, is pleased to announce its final audited results for the year ended 31 December 2023.

Operational highlights:

· Substantial progress in all regions with in excess of 500 exit customer logos by the end of the year, a record for the Group

· Net retention* for the period of 133% (2022: 108%) on a constant currency basis

· Significant new logo wins, including a North American tier 1 telecom operator and a North American tier 1 utility, as well as a significant new tier 1 national utility and broadband operator in Southern Europe

· Launch of Integrated Network solution for telecom operators, the Adaptive Grid solution for electrical operators, and the Insight, Professional, and Enterprise editions of our Network Manager products.

· New Malaysian office opened at the end of 2023 to support expansion in APAC in 2024

· Payment of £1.3m of deferred consideration, the first earn-out, for the acquisition of Comsof (acquired August 2022) with the 2^nd earn-out of a further £1.3m due to be paid at the end of March 2024. These demonstrate the success and integration of the Comsof acquisition

Financial highlights:

· Headline figures have continued to exceed market expectations

· Record order intake of £57.2 million representing 40% growth (2022: £41.0 million)

· Total revenue growth of 67% to £44.5 million (2022: £26.6 million), with organic growth** of 64%

· Recurring revenue growth of 48% to £15.7 million (2022: £10.6 million)

· Exit ARR*** of £21.3 million representing an increase of 41% (2022: £15.1 million) (50% on a constant currency basis)

· Gross profit margin of 60% (2022: 59%)

· Substantial growth in adjusted EBITDA**** of £6.6 million (2022: £1.9 million) demonstrating operational leverage

· Breakeven for the year (2022 loss of £0.9 million)

· Free cash flow positive (2022: negative) with net cash of £11.0 million as at 31 December (2022: £8.1 million)

Outlook:

The growth in exit ARR*** of 50% in 2023, combined with a strong pipeline and underpinned by the record order intake of £57.2 million, gives improved visibility and confidence as we head into 2024. We have started the new financial year in line with our expectations and we remain very confident with the opportunities we have in front of us, and in our ability to deliver on our targets for 2024 and beyond.

Gross margins are expected to improve in coming periods as more high gross margin (85%+) recurring revenue is recognised. The Group continues to focus on growing recurring revenue with its "Editions" strategy, which provides a flexible solution dependent on the demands and budgets of various sized customers and is proving successful in broadening the Group's customer base with solutions with lower associated implementation and service costs.

IQGeo's growth is underpinned by strong momentum in our two key verticals: Telecoms and Utilities. Record growth in the rollout of fibre networks is being driven by commercial broadband operators competing for market share and by national and local governments seeking to provide universal broadband services. In parallel, electric utilities are making major investments to redesign and modernise their grids for renewable and distributed energy generation and to meet government targets for net-zero carbon emissions. With these global megatrends set to continue for many years, they provide a strong long-term market opportunity for IQGeo's network management solutions.

Richard Petti, CEO, commented that: "I am delighted with our performance in 2023. We have delivered a very strong set of results and at the same time we have strengthened both our product competitiveness and our organisation.

On 1 January 2024 we celebrated our 5-year anniversary as IQGeo over which time we've delivered two successful acquisitions and dramatically reshaped our software technology portfolio and global presence. Our Integrated Network solution is now well established as a market leader in the telecom industry, and we are building similar momentum in the electric utility industry for our Adaptive Grid solution.

Our record order intake, strong growth in exit ARR*** and more than three-fold growth in adjusted EBITDA**** demonstrate the strength of our proposition, our position in our chosen markets and the innovation of our technology. Our future is underpinned by global megatrends that will deliver long-term sustainable growth in our end markets for many years to come.

I would like to acknowledge the hard work and commitment of the IQGeo team that performed so well in 2023 and we look forward to an exciting 2024."

* Net Retention is Recurring Revenue Net Retention defined as the growth in recurring revenue from customers at the start of the financial period to the end of the financial period, net of any recurring revenue churn

** Organic growth is growth in the underlying IQGeo business, excluding growth generated as a result of the Comsof acquisition.

*** Exit ARR is defined as the current go forward run rate of annually renewable subscription and M&S agreements.

****Adjusted EBITDA excludes amortisation, depreciation, share option expense, foreign exchange gains/losses on intercompany trading balances and non-recurring items and is reported as it reflects the performance of the Group

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information contact:

IQGeo Group plc +44 1223 606655

Richard Petti

Haywood Chapman

Cavendish Capital Markets Limited +44 20 7220 0500

Henrik Persson, Seamus Fricker (Corporate Finance)

Tim Redfern (ECM)

Notes to Editors

About IQGeo

Telecommunication, fiber, and utility operators are "Building better networks" with IQGeo's award-winning network management software. The ability to powerfully model any network requirement, integrate every system and data source, and support field and office teams with continual innovation is helping operators create the networks of the future. Our solutions ensure greater cross-team collaboration and process efficiency throughout the network lifecycle, from planning and design to construction, operations, and sales.

Whether it's highly competitive fiber and 5G broadband rollouts or complex utility grid modernization projects, customers trust IQGeo's Integrated Network and Adaptive Grid solutions. We partner with large multinationals and smaller regional operators to deliver the digital innovation they need to accelerate time-to-revenue, increase network resilience, improve operational safety, and deliver ROI.

For more information visit: www.iqgeo.com/

Chair's statement

I am delighted to report that 2023 proved to be an extremely successful year for IQGeo, delivering strong financials, material product developments and an organisation which is now rapidly accelerating and broadening its market opportunity.

This year we celebrated five years since the launch of the IQGeo brand and operational focus. We started this process with some best in breed products but needed to establish organisational readiness to truly address the opportunities that we felt would develop. Over that period, we have remained focussed on our industry segments, developing our products and people aimed at addressing the pressing industry needs for Integrated Network and Adaptive Grid solutions in the telecom and utility sectors. These industries have continued to grow and demand modern tools to solve new and existing problems.

Our new customer wins and retention rates across all our markets from global blue-chip customers to smaller regional providers remain very high. In addition many of those same customers continue to expand the number of software users and range of products and applications. All of which provides positive testament to our strategy.

We continue to see the markets we serve demanding modern adaptable tools to support field and back-office solutions. Customer wins invariably come from those needs and requirements with many seeing material solution replacements where those current strategies are no longer capable of meeting either external or internal requirements. As such our customer profile typically develops as demand for more users, new products and functionality spreads across varying aspects of their business.

Our acquisitions in prior years have been fully integrated and have continued to allow us to address a wider market opportunity and provide existing customers with more product and functionality. Whilst we remain focused on the strong organic growth opportunity, we will as in previous periods consider carefully those opportunities that may well be served by market consolidations.

Results overview

Strong financial results in year delivered revenues of £44.5m (2022: £26.6m) a growth of 67%.

Organisation

We have continued to establish the teams across the globe to make sure we are able to develop customers relationships with cultural, regional understanding and local/ infield support. In 2023 we saw the expansion of our Asian region with the opening of an office in Kuala Lumpur. Head count has been carefully increased in the year to 217 (2022: 180). This expansion continues to enhance our management team and those skills needed to understand the challenges our customers and industries face.

Outlook

We entered 2023 with a strong conviction for the opportunity we had in front of us, and those opportunities and convictions remain as we exited the year. Against a backdrop of fast growing markets opportunities, a talented organisation, and a set of strong financial attributes, we remain confident that we can continue to meet growing market demand.

Finally, I would like to thank our customers who entrust their material operational needs with our products and people, our shareholders for their continued support, and our team at IQGeo. The IQGeo team is focused and excited by the role they play in our customer's journey to build better networks for our collective future.

Paul Taylor

Chair

19 March 2024

Chief Executive Officer's statement

Our customers are changing the face of communication with new fibre networks and completely redesigning electric grids for a decarbonised future, and in 2023 IQGeo again demonstrated the strategic role our software plays in these global megatrends. At the heart of our success is a clear focus on delivering software solutions that help our telecom and utility customers manage the entire lifecycle of their networks.

The challenges facing these industries are enormous, impacting virtually every aspect of their business. Our Integrated Network and Adaptive Grid solutions are giving broadband and electric operators the long-term software technology foundation they need to build and maintain the networks of the future.

While we continue our ambitious plans for the enhancement and extension of our software product line, we are increasingly confident in our technology leadership position and in the long-term market potential for our telecom and utility sectors. The combination of our innovative technology, strong market demand, and the quality of our growing global team has delivered an excellent set of results for 2023 with an optimistic outlook for future performance.

Fibre that delivers digital equity

The market opportunity for our geospatial network management software remains strong as we continue to see significant public and private investment. Governments around the world are investing in fibre deployments to provide digital equity for their citizens. This is typified by an additional $40 billion fund for high-speed internet across our primary North American market with President Joe Biden calling broadband access an "absolute necessity" and that the US government "Were not going to leave anyone behind".

The IQGeo software suite which includes our Comsof Fiber automated planning and design software (2022 Comsof acquisition) is well positioned to respond to this demand and in 2023 we were pleased to sell our solutions to many new large and small fibre network operators in North America and markets as diverse as Egypt, Greece, and Malaysia. The combination of public and private investment together with compelling commercial opportunities for broadband operators has accelerated fibre deployment projects, and we've been able to capitalise on this market momentum as we expand our customer base globally.

In contrast to fibre network deployments that are commercially driven, electric grid operators are tightly regulated and driven by operational and service metrics. While the speed of the grid transformation may be slower than fibre deployments, because the addressable market is many times larger than fibre, the opportunity for our Adaptive Grid software solution is significant. In response to this opportunity we are actively investing in our utility software offering and have seen success in 2023 with a solid list of new electric utility customers that view the IQGeo software as strategic to their grid transformation objectives.

Measuring our success

To focus our operational priorities across all departments within IQGeo and monitor our progress we established three key business goals when we relaunched IQGeo at the beginning of 2019. Over the last five years we have consistently monitored and measured our performance against these targets.

1. Global growth

Revenue growth for 2023 has met our ambitious targets across all metrics. These results have been achieved through sales in our traditional North American, EMEA and Japanese markets. At the end of 2023 we opened a new office in Kuala Lumpur, Malaysia staffed by IQGeo employees. We will be using this team to develop new partners in the Asia Pacific (APAC) region to expand our revenue opportunities in 2024 and beyond.

· 67% growth in revenue

· Revenue of £44.5m in 2023 compared to £26.6m in 2022

· 40% growth in order intake

· Order intake of £57.2m in 2023 compared to £41.0m in 2022

2. Recurring revenue

With exit ARR growth of 41% in 2023 (50% on a constant currency basis), the team continued to make significant progress on our goal to increase predictable recurring revenue. Our SaaS based software deployments were instrumental to the success of our "land and expand" business model that was fuelled by strong market demand for our industry leading software.

· 41% growth in exit ARR (50% on a constant currency basis)

· Exit ARR of £21.3m in 2023 compared to £15.1m in 2022

3. Product innovation

2023 was another milestone year for product innovation at IQGeo as we launched our Integrated Network solution for telecom operators, the Adaptive Grid solution for electrical operators, and the Insight, Professional, and Enterprise editions of our Network Manager products. These new solutions and product innovations are leading our competition and opening market and revenue opportunities with new and existing customers. One key indicator of product management success and customer satisfaction is our net retention rate, which measures organic growth. This statistic showed healthy growth for the 2023 financial year.

· Net retention of 133% in 2023 compared to 108% in 2022

Investing in the IQGeo customer lifecycle

In the same way that our software solutions support fibre and electric network lifecycles, the IQGeo management team is focused on supporting the entire lifecycle of our customers. We resist the temptation to apply isolated point solutions for different departmental needs, and instead approach our business from a holistic perspective that joins up the different operational areas.

This strategy delivers tremendous benefits for our customers because it allows them to embark on a multi-year 'digitization journey' with IQGeo which yields continuous improvements in operational efficiency and safety. Our customer lifecycle journey begins when they first engage with the IQGeo story and continues through their software purchase, onboarding, training, services, and long-term support. Our customer success teams then become permanent customer partners for identifying the next opportunity within the organisation. To support this transition from 'land' to 'expand' based revenue we will continue making investment in talent, tools, and processes to maximise customer satisfaction and continued net retention success.

In 2023 we were pleased to announce that Dr David Cottingham joined IQGeo as our new Chief Technology Officer and under David's vision we are enhancing and expanding our SaaS offering that makes it simple for smaller network operators to subscribe to our software with little or no service requirements, accelerating ACV. For those Enterprise customers that require a more complex solution, our Delivery team now has in place an impressive professional services portfolio that includes product training, integration and data services so they can deploy quickly and our sales team can focus on expanding these customer accounts with additional user licences and new applications.

Joining up each stage of the customer lifecycle is accelerating time to ACV with new customers, enabling faster expansion revenue with existing customers, and delivering a much better customer experience that supports our goal of long-term customer retention.

Celebrating 5 years as IQGeo

We launched the IQGeo brand 5 years ago on the 1^st of January 2019 after the disposal of the Ubisense RTLS business. Looking back at the launch of IQGeo, I'm very pleased with the progress that we have made in terms of the partnership with our customers and the growth of the IQGeo team.

We have made bold and innovative moves with our software, integrated two strategic acquisitions, and established our company as world-class in the markets we serve. From a financial perspective we have been successful in executing our plans to meet revenue, ACV, and profitability targets, and this is fuelling the growth of our team with industry professionals that are keen to be part of our success.

When speaking to staff I often compare IQGeo's journey to NASA's hugely successful Voyager missions which took advantage of a once in a lifetime alignment of the outer planets. Transposed to our markets what favours us is strategic strength both for factors we control (product, technology and organisation) and, crucially, those we do not (market demand, market size and competition). I tell staff that having all those elements align at the same time is a unique opportunity and one that will continue supporting the IQGeo mission for many years to come.

Richard Petti

Chief Executive Officer

19 March 2024

Chief Financial Officer's statement

Principal events and overview

2023 has seen continued improvement for the Group as we demonstrated significant growth across key financial metrics. In 2022, we achieved the major milestone of profitability at the adjusted EBITDA level and in 2023 the level of profitability has increased substantially, demonstrating good operating leverage, and for the first time we became cash flow positive. As we continue to be successful in the growing markets in which we operate, we will continue to grow revenue and achieve sustained profitability and cash inflows.

Key performance indicators

On a monthly basis, the Directors review revenue, operating costs, cash and KPIs to ensure the continued growth and development of the Group. Primary KPIs for 2023 and 2022 were as follows:

KPIs	2023	2022
KPIs	£'000	£000
Total revenue	44,485	26,592
Recurring revenue	15,749	10,610
Recurring revenue %	35%	40%
New ARR added in year	9,007	7,017
Exit recurring revenue run rate	21,295	15,081
Gross margin %	60%	59%
Adjusted EBITDA	6,576	1,898
Profit / (Loss) for the year	4	(913)
Recurring revenue net retention	133%	108%
Recurring revenue order intake	25,719	21,957
Cash, net of debt	10,954	8,055

Revenue

Revenue composition by revenue stream is summarised in the table below:

Revenue by stream	2023 £'000	% of total revenue	2022 £'000	% of total revenue
Subscription	12,728	29%	8,107	31%
Maintenance and support	3,021	7%	2,503	9%
Recurring product revenue	15,749	35%	10,610	40%
Perpetual Software	4,355	10%	1,138	4%
Demand Points	4,879	11%	3,357	13%
Services	18,776	42%	10,527	39%
Non-recurring product revenue	28,010	63%	15,022	56%
Total product revenue	43,759	98%	25,632	96%
Geospatial services from third party products	726	2%	960	4%
Total revenue	44,485	100%	26,592	100%

Total revenue grew by 67% over the prior year to £44.5 million. Included in this was £8.8 million from Comsof (2022: £4.8 million) which meant that underlying organic revenue growth from the existing IQGeo business was 64%, increasing to £35.7 million.

Annual recurring revenues

Annual recurring revenue or ARR arises from both subscription-based SaaS sales and also maintenance and support arrangements from licence sales. During 2023, the Group has added a record new ARR of £9.0 million, which compares to the £5.3 million new ARR added in 2022, excluding the £1.7 million which was added via the acquisition of Comsof, delivering a 70% increase on a like-for-like basis. In 2022, the growth was 55% over the £3.4 million added during 2021, so demonstrable continued growth as the Group scales and continues to add new products.

The exit ARR of the Group as of 31 December 2023 has increased by 41% to £21.3 million (2022: £15.1 million) or by 50% from £14.1 million on a constant currency basis. Although recurring revenues have increased by 48% to £15.7 million in 2023, recurring revenue percentage has decreased to 35% of all revenue, compared to 40% in 2022. The main reasons behind this are the growth in our services revenue, largely due to implementations for enterprise customers won in 2022 and 2023, and the full year impact of the Comsof business which had approximately 15% recurring revenue when we acquired it.

The Group achieved a recurring revenue net retention figure of 133% (2022: 108%) which we are very pleased with and indicates the success of the land and expand strategy and reflects the Group's continued ability to grow existing customer accounts through new products and increasing the user count, along with excellent logo retention.

As indicated at the time of the Comsof acquisition, our plan was to change the business model for the Comsof business over time to increase the recurring revenue, selling the automated fibre planning module as a subscription product. We have been successful with this strategy, signing £2.2 million of the Comsof product as Annual Recurring Revenue. As a result of this, and the predicted stabilisation of services revenues going forwards, we do expect the recurring revenue percentage to grow over the coming years, bringing increased visibility of revenues and cash flows as well as increased margins given the 85% gross margin that our recurring IQGeo product revenues bring.

Non-recurring revenues

Comsof revenue includes £4.9 million of demand points - revenue from the number of end points that the fibre planning software is used to plan for customers. This demand point revenue is similar to our perpetual licence revenue and is included in our non-recurring IQGeo product revenue. Sales of perpetual software licences have increased over the prior year, mainly as a result of increased sales to utility customers in the North American market who prefer a perpetual software offering. It is anticipated that this one-off revenue will continue to fluctuate year on year.

As the number of customers and new contract wins has increased, our associated service revenues from initial deployments and expansion orders have also grown by 78% over the prior year and the Group is heading into 2024 with a strong backlog of services orders. Labour backlog as at 31 December 2023 was £8.9 million (2022 £5.0m).

Services revenues have scaled significantly, increasing from £11.5m in 2022 to £19.5m in 2023 (both figures including the services performed on third party products), a growth of 70%, as we have been implementing enterprise solutions for the new customers that we have won both in 2022 and 2023. Services revenue should also stabilise in 2024 due to the launch of our fully hosted out-of-the-box products such as the Insight and Professional editions of the software, but we know that the services "engine" allows us to win and implement the levels of new Annual Recurring Revenue, as well as the one-off licence revenues that we have won over the last 2 years.

Additionally to revenue derived from consultancy services on own IP product, revenue is also derived from consultancy services connected to third party products. Revenues from third party product services have declined in the current period and are still expected to decline in future periods as the Group continues to focus on growing our own product revenues.

Orders

Bookings of orders increased by 40% to £57.2 million during 2023 (2022: £41.0 million) and the closing order book relating to revenue to be taken in future years increased by 50%, from £27.5 million at 31 December 2022 to £41.2 million at 31 December 2023.

Gross profit

2023
£'000

Gross margin %

2022

£'000

Gross margin %

Gross margin movement

Gross profit / gross margin

26,702

60%

15,665

59%

+1%

Gross margin percentage for the year was 60%. Despite the growth in lower margin services from 39% of total revenues in 2022 to 42% in 2023, services margins have increased slightly from 20% in 2022 to 23% in 2023. Recurring revenue and licences and demand points continue to have gross margins between 85% and 96% respectively. As services revenues stabilise going forwards and we build our recurring revenues, we would expect gross margins to continue to grow in future years.

Operating expenses and adjusted EBITDA

Operating expenses were £26.2 million (2022: £17.2 million) and are summarised as follows:

	2023	2022
	£'000	£'000
Other operating expenses	20,126	13,767
Depreciation	613	447
Amortisation	3,292	2,241
Share option expense	774	303
Unrealised foreign exchange (gain) / loss on intercompany trading balances	290	(574)
Non-recurring items	1,085	1,007
Total operating expense	26,180	17,191

Other operating expenses of the Group include sales, product development, marketing and administration costs, net of costs capitalised.

Other operating costs during the period have increased with a full year of costs from the Comsof business that was only included from 22^nd August in 2022. In addition, and as the Group continues to scale, we have continued to grow headcount, recruiting a net new 37 heads during the year across all geographies and all areas within the business. As at 31 December 2023, there were 217 employees on the payroll. Operating costs are anticipated to increase in the future to drive further revenue growth albeit the Group has experienced significant operational gearing with Adjusted EBITDA increasing 247% off revenue growth of 67%.

Non-recurring items in 2023 mostly relate to a non-cash provision for the previously disclosed potential tax warranty claim related to the sale of the RTLS business in 2018. As set out in the 2022 annual report, the Group has been working with external advisers and the German tax authorities with regards to their enquiries into that business' historic tax arrangements. The Group has now been able to estimate that a payment is more likely than not to be required in around four years' time, and have made a provision as at 31 December 2023 of £965k in this regard. 2022 non-recurring costs relate to the Comsof acquisition costs and the costs of integrating the business with the IQGeo business. The Group are not aware of any other potential claims under the warranty provisions of this or any other corporate transaction undertaken by the Group in recent years.

Adjusted EBITDA excludes amortisation, depreciation, share option expense, foreign exchange gains/losses on intercompany trading balances and non-recurring items and is reported as it reflects the performance of the Group. Adjusted EBITDA profit in 2023 was £6.6 million (2022: £1.9 million).

The operating profit for the period was £0.5 million (2022: operating loss of £1.5 million), £1.6 million profit before non-recurring items (2022: £0.5 million loss)

EPS and dividends

Adjusted diluted earnings per share was 4.4 pence (2022: 0.6 pence). Reported basic and diluted earnings per share was 0.0 pence (2022: basic and diluted 1.6 pence loss). The Board believes that the Group's financial resources provide flexibility and the resources to make investments to accelerate or promote growth, and does not feel it appropriate at this time to commence paying dividends.

Assets

Total assets were £50.1 million (2022: £41.6 million). Total current assets increased to £27.3 million (2022: £19.8 million).

Total non-current assets were £22.8 million (2022: £21.8 million). Goodwill decreased to £11.3 million (2022: £11.5 million) due to the foreign exchange movements. Capitalised development costs at 31 December 2023 were £5.5 million (2022: £3.7 million) with the increase reflecting the investment in the IQGeo product suite, offset by the amortisation charge. No change has been made to the current three-year amortisation period, due to the fast-moving nature of the technology.

Liabilities

Total current liabilities increased to £24.4 million (2022: £16.6 million) which includes an increase in deferred revenue of £4.9 million as would be expected in a business that is increasing annual recurring revenue through subscription-based customer contracts. Current liabilities also include £1.3 million of contingent consideration in respect of the Comsof acquisition. We expect to pay this deferred consideration in March 2024, reflecting the excellent performance of the Comsof business.

Total non-current liabilities decreased to £2.9 million (2022: £3.3 million) largely due to the payment of £1.3 million of contingent consideration for the Comsof acquisition in April 2023, offset by the £1.0 million warranty provision recognised in 2023.

Net assets

Net assets increased to £22.8 million (2022: £21.7 million).

Cash and cash flow

Operating cash before working capital movement was £6.5 million inflow (2022: £0.9 million). Cash inflow from operating activities after adjusting for working capital and tax was £9.9 million (2022: £2.5 million). Given the annual in advance payment profile of our subscription revenues, and in a company growing at rates the Group is, we would expect working capital to be a cash inflow.

The Group had investment outflows of £6.0 million (2022: £8.7 million) including £0.2 million for tangible assets (2022: £0.2 million) and £4.4 million on development investments in own products (2022: £2.9 million). In 2023, approximately 73% of R&D expenditure was capitalised (2022: 74%). The 2023 investment outflow figures also include £1.3 million paid in respect of the first earnout and contingent consideration for the Comsof business. The 2022 figures include £5.0 million paid for the acquisition of Comsof, net of £2.5 million cash acquired and £1.0 million on non-recurring costs related to the acquisition and integration of the Comsof business, together with £0.6 million of deferred payments in relation to OSPI acquisition.

Cash outflows from financing activities were £0.4 million (2022: £3.1 million inflow). The 2023 outflow was due to office leases, offset by proceeds from share issues on exercise of share options. The 2022 inflow was primarily due to the fundraise associated with the placing of shares to assist fund the Comsof acquisition, both completed in August 2022.

Going concern

As at 31 December 2023, the Group had £11.0 million of cash (2022: £8.1 million) and no debt. The Directors have prepared detailed cash flow projections including sensitivity analysis on key assumptions. The projections prepared until 30 June 2025 show that the Group will be able to operate comfortably within the current levels of cash available and, based on this, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparing its consolidated financial statements.

Haywood Chapman

Chief Financial Officer

19 March 2024

Consolidated income statement

for the year ended 31 December 2023

	Notes	2023	2022
	Notes	£'000	£'000
Revenue	5	44,485	26,592
Cost of revenue		(17,783)	(10,927)
Gross profit		26,702	15,665
Operating expenses		(26,180)	(17,191)
Operating profit / (loss)		522	(1,526)
Analysed as:
Gross profit		26,702	15,665
Other operating expenses		(20,126)	(13,767)
Adjusted EBITDA		6,576	1,898
Depreciation	13, 14	(613)	(447)
Amortisation	12	(3,292)	(2,241)
Share option expense		(774)	(303)
Unrealised foreign exchange gains / (losses) on intercompany trading balances		(290)	574
Non-recurring items	9	(1,085)	(1,007)
Operating profit / (loss)		522	(1,526)
Finance income	8	15	-
Finance costs	8	(480)	(288)
Profit / (loss) before tax		57	(1,814)
Income tax	10	(53)	901
Profit / (loss) for the year		4	(913)
Basic and diluted earnings / (loss) per share (pence)	11	0.0	(1.6)

Consolidated statement of comprehensive income

for the year ended 31 December 2023

	2023	2022
	£'000	£'000
Profit / (loss) for the year	4	(913)
Other comprehensive income:
Exchange difference on retranslation of net assets and results of overseas subsidiaries	128	417
Total comprehensive profit / (loss) for the year	132	(496)

Consolidated statement of changes in equity

for the year ended 31 December 2023

	Ordinary share capital	Share premium	Share based payment reserve	Capital redemption reserve	Merger relief reserve	Translation reserve	Other reserves	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2022	1,150	22,507	454	476	959	(1,854)	238	(6,779)	17,151
Loss for the year	-	-	-	-	-	-	-	(913)	(913)
Exchange difference on retranslation of net assets and results of overseas subsidiaries	-	-	-	-	-	417	-	-	417
Total comprehensive loss for the year	-	-	-	-	-	417	-	(913)	(496)
Exercise of share options	4	109	(30)	-	-	-	-	30	113
Issue of shares - acquisition (Comsof)	16	-	-	-	957	-	-	-	973
Deferred consideration - (OSPI)	3	-	-	-	237	-	-	-	240
Issue of shares - associated costs	-	(95)	-	-	-	-	-	-	(95)
Issue of shares - fundraise	56	3,444	-	-	-	-	-	-	3,500
Lapse of share options	-	-	(93)	-	-	-	-	93	-
Equity-settled share-based payment	-	-	303	-	-	-	-	-	303
Transactions with owners	79	3,458	180	-	1,194	-	-	123	5,034
Balance as at 31 December 2022	1,229	25,965	634	476	2,153	(1,437)	238	(7,569)	21,689
Profit for the year	-	-	-	-	-	-	-	4	4
Exchange difference on retranslation of net assets and results of overseas subsidiaries	-	-	-	-	-	128	-	-	128
Total comprehensive profit for the year	-	-	-	-	-	128	-	4	132
Exercise of share options	5	168	(49)	-	-	-	-	49	173
Lapse of share options	-	-	(23)	-	-	-	-	23	-
Equity-settled share-based payment	-	-	774	-	-	-	-	-	774
Transactions with owners	5	168	702	-	-	-	-	72	947
Balance as at 31 December 2023	1,234	26,133	1,336	476	2,153	(1,309)	238	(7,493)	22,768

Consolidated statement of financial position

for the year ended 31 December 2023

	Notes	2023	2022
	Notes	£'000	£'000
Assets
Non-current assets
Intangible assets	12	20,830	20,029
Property, plant and equipment	13	382	310
Right-of-use assets	14	1,624	1,480
Total non-current assets		22,836	21,819

Current assets
Trade and other receivables	15	16,330	11,064
Corporation tax receivable		-	662
Cash and cash equivalents	16	10,954	8,055
Total current assets		27,284	19,781
Total assets		50,120	41,600

Liabilities
Current liabilities
Trade and other payables	17	(23,806)	(16,217)
Lease liability obligations	20	(629)	(417)
Total current liabilities		(24,435)	(16,634)

Non-current liabilities
Deferred income tax liabilities	10	(596)	(802)
Trade and other payables	17	-	(996)
Provisions	18	(965)	-
Lease liability obligations	20	(1,356)	(1,479)
Total non-current liabilities		(2,917)	(3,277)
Total liabilities		(27,352)	(19,911)
Net assets		22,768	21,689

Equity attributable to owners of the Company
Ordinary share capital	21	1,234	1,229
Share premium	21	26,133	25,965
Share-based payment reserve		1,336	634
Capital redemption reserve		476	476
Merger relief reserve		2,153	2,153
Translation reserve		(1,309)	(1,437)
Other reserves		238	238
Retained earnings		(7,493)	(7,569)
Equity attributable to shareholders of the Company		22,768	21,689

The financial statements were approved and authorised for issue by the Board of Directors on 19 March 2024 and signed on its behalf by:

Richard Petti Haywood Chapman

Chief Executive Officer Chief Financial Officer

IQGeo Group plc

Registered Number: 05589712

Consolidated statement of cash flows

for the year ended 31 December 2023

		2023	2022
	Notes	£'000	£'000
Profit / (loss) before tax from operating activities		57	(1,814)
Depreciation	13,14	613	447
Amortisation	12	3,292	2,241
Unrealised foreign exchange (gain) / loss on intercompany trading balances		290	(574)
Share-based payment charge		774	303
Finance income	8	(15)	-
Finance costs	8	480	288
Movement in provision	18	965	-
Operating cash flows before working capital investment		6,456	891
Change in receivables		(4,604)	(6,039)
Change in payables		7,589	7,051
Cash used in operations before tax		9,441	1,903
Net income taxes received		507	607
Net cash flows from operating activities		9,948	2,510
Cash flows from investing activities
Purchases of property, plant and equipment	13	(245)	(170)
Expenditure on intangible assets	12	(4,434)	(2,900)
Acquisition of subsidiaries, net of cash acquired	6	(1,319)	(5,613)
Interest received		15	-
Net cashflows used in investing activities		(5,983)	(8,683)
Cash flows from financing activities
Payment of lease liability	20	(602)	(444)
Proceeds from the issue of ordinary share capital on exercise of options		173	103
Proceeds from the issue of ordinary share capital from fundraising, net of associated costs		-	3,405
Net cash flows (used in) / generated from financing activities		(429)	3,064
Net increase / (decrease) in cash and cash equivalents		3,536	(3,109)
Cash and cash equivalents at start of period		8,055	11,499
Exchange difference on cash and cash equivalents		(637)	(335)
Cash and cash equivalents at year end	16	10,954	8,055

Notes to the consolidated financial statements

1 General information

IQGeo Group plc (the "Company") and its subsidiaries (together, the "Group") delivers geospatial software solutions that integrate data from any source - geographic, real-time asset, GPS, location, corporate and external cloud-based sources - into a live geospatial common operating picture, empowering all users in the customer's organisation to access, input and analyse operational intelligence to proactively manage their networks, respond quickly to emergency events and effectively manage day-to-day operations.

The Company is a public limited company which is listed on the Alternative Investment Market (AIM) of the London Stock Exchange (IQG) and is incorporated and domiciled in the United Kingdom. The value of IQGeo Group plc shares, as quoted on the London Stock Exchange at 31 December 2023, was 309.0 pence per share (31 December 2022: 188.5 pence per share).

The address of its registered office is Nine Hills Road, Cambridge, CB2 1GE, United Kingdom.

The Group has its operations in the UK, USA, Canada, Belgium, Germany, Japan and Malaysia and sells its products and services in over 40 countries globally. The Group legally consists of eight subsidiary companies headed by IQGeo Group plc at 31 December 2023 (seven at 1 January 2023).

The consolidated financial statements have been approved for issue by the Board of Directors on 19 March 2024.

2 New accounting standards

The consolidated financial statements are prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

The accounting policies used are the same as set out in detail in the Annual Report and Accounts 2022 and have been applied consistently to all periods presented in the financial statements.

There were no new standards or amendments or interpretations to existing standards that became effective during the year that were material to the Group.

No new standards, amendments or interpretations to existing standards having an impact on the financial statements that have been published and that are mandatory for the Group's accounting periods beginning on or before 1 January 2023, or later periods, have been adopted early.

Standards and interpretations not yet applied by the Group

The following new standards and interpretations, which are yet to become mandatory and have not been applied in the Group's financial statements, are not expected to have a material impact on the Group's financial statements.

• Supplier Finance Arrangements (Amendment to IAS 7 and IFRS 7)

• Lease Liability in a Sale and Leaseback (Amendment to IFRS 16)

• Classification of Liabilities as Current or Non-Current (Amendment to IAS 1)

• Amendment - Noncurrent Liabilities with Covenants (Amendment to IAS 1)

• Lack of Exchangeability (Amendment to IAS 21)

These amendments are not expected to have a significant impact on the financial statements in the period of initial application and therefore the disclosures have not been made.

3 Summary of significant accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements of IQGeo Group plc are prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 ('IFRS'). The consolidated financial statements have been prepared under the historical cost convention. The consolidated financial statements are presented in GBP and all values are rounded to the nearest thousand pounds (£'000) except when otherwise indicated.

The preparation of these financial statements in conformity with IFRS requires the Directors to make certain critical accounting estimates and judgements that affect the amounts reported in the financial statements and accompanying notes. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4.

Going concern basis

In determining the basis for preparing the consolidated financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future, being a period of not less than twelve months from the date of the approval of the consolidated financial statements.

Management prepares detailed cash flow forecasts which are reviewed by the Board on a regular basis. The forecasts include assumptions regarding the opportunity funnel from both existing and new clients, growth plans, risks and mitigating actions. In particular, operating cash flow and profitability are highly sensitive to revenue mix and the positive contribution of continuing growth in software sales whether on a perpetual licence or subscription basis.

In reaching their going concern conclusion, the Directors have considered that the Group had cash of £11.0 million as at 31 December 2023 and sufficient working capital to continue operations. Management have also prepared analysis including downside scenarios considering the impact of limited revenue growth and reduced margins. This demonstrates that even in the event of a significant downturn in performance, cash reserves are sufficient to continue trading. A reverse stress test scenario has also been considered, demonstrating that a depletion of all cash reserves would require an implausible fall in revenue and margins.

The Group's forecasts and projections to 30 June 2025, taking account of reasonably possible changes in trading performance, support the conclusion that there is a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less than twelve months from the date of this report. The Group, therefore, continues to adopt the going concern basis in preparing the consolidated financial statements.

Consolidation

The Group financial statements include the results, financial position and cash flows of the Company and all of its subsidiary undertakings. Subsidiary undertakings are those entities controlled directly or indirectly by the Company. Control arises when the Company has the power to govern the financial and operating policies of an entity, uses this power to affect the returns from that entity and has exposure to variable returns from its investment in the entity.

Financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. Businesses acquired or disposed of during the year are accounted for using acquisition method principles from, or up to, the date control passed. Intra-group transactions and balances are eliminated on consolidation. All subsidiaries use uniform accounting policies for like transactions and other events and similar circumstances.

Foreign currencies

a. Functional and presentation currency

The functional currency of each Group entity is the currency of the primary economic environment in which each entity operates. The consolidated financial statements are presented in GBP.

b. Transactions and balances

Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates prevailing at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated at rates ruling at the period end date. Such exchange differences are included in the consolidated income statement within "operating expenses". Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

c. Consolidation

For the purpose of presenting consolidated financial statements, the results and financial position of all the Group entities (none of which have the currency of a hyperinflationary economy) that have a functional currency other than GBP are translated into GBP as follows:

· assets and liabilities for each statement of financial position are translated at the exchange rate at the period end date;

· income and expenses for each income statement are translated at the exchange rate ruling at the time of each period the transaction occurred; and

· all resulting exchange differences are recognised in other comprehensive income.

Business reporting

IFRS 8 requires a "management approach" under which information in the financial statements is presented on the same basis as that used for internal management reporting purposes.

The Group is organised on a global basis. The Directors believe that the Chief Operating Decision Maker (CODM) is the Chief Executive Officer of the Group. The CODM and the rest of the Board are provided with information as a single business unit to assess its financial performance.

The internal management accounting information is prepared on an IFRS basis but has non-GAAP "adjusted EBITDA" as the primary measure of profit and this is reported on the face of the consolidated income statement.

Revenue recognition

Revenue represents the consideration that the entity expects to receive for the sales of goods and services net of discounts and sales taxes. Revenue is recognised based on the distinct performance obligations under the relevant customer contract as set out below. Where goods and/or services are sold in a bundled transaction or on a subscription basis, the Group allocates the total consideration under the contract to the different individual elements based on actual amounts charged by the Group on a standalone basis.

Revenue is recognised at different points in time, upfront, over time and at points in time, as described below. Such recognition takes into consideration the term of the licence granted or services to be provided as much as the term of any longer agreement that the licencing and services are provided within. Where there are recognisable points which require actions from the customer and/or the Company, which includes the renewal of annual licences within a term contract, the Company recognises revenue only to the next renewal point to reflect inherent uncertainties of future revenues and separate performance obligations. Revenue is recognised either on a subscription / monthly basis or upfront annually dependant on the basis of the agreement and services to be provided or upfront for the term of the licence where there are no separate performance obligations or renewal points within the customer agreement.

Recurring IQGeo Product revenue - subscription

Subscription services, which may include hosting services, are considered to be a single distinct performance obligation due to the promises stated within the contract. Revenue is recognised evenly over the subscription period as the customer receives the benefits of the subscription services.

Recurring IQGeo Product revenue - maintenance and support

Maintenance and support is recognised on a straight-line basis over the term of the contract, which is typically one year, reflecting the time over which the customer receives the benefits of the services. Revenue not recognised in the consolidated income statement is classified as deferred revenue on the consolidated statement of financial position.

Perpetual software

Software is also sold under perpetual licence agreements. Under these arrangements revenue is recognised at a point in time, when the software is made available to the customer for use, provided that all obligations associated with the sale of the licence have been made fulfilled.

If contracts include performance obligations which result in software being customised or altered, the software cannot be considered distinct from the labour service. Revenue recognition is dependent on the contract terms and assessment of whether the performance obligation is satisfied over time. If the conditions of IFRS 15 to recognise revenue over time are not satisfied, revenue is deferred until the software is available for customer use, because once software has been installed by the customer, the Group has no further obligations to satisfy.

Demand Points revenue (Comsof products)

Annual licence revenue

For Comsof software products which are sold within an agreement based on Demand Points and which contain an annual licence renewal, revenue is recognised annually upfront, when the software is made available to the customer for use, provided that all obligations associated with the sale of the licence have been made fulfilled. Hosting or associated services within the same agreement are recognised over time, reflecting the time over which the customer receives the benefits of the services. This reflects that whilst the contractual term may extend across multiple annual renewals, there is a trigger at the annual renewal which if not met could cause the contract to be terminated.

Term licence revenue

For Comsof software products which are sold within an agreement based on Demand Points, which is for a fixed period, but which does not contain an annual licence renewal, revenue is recognised in full upfront, when the software is made available to the customer for use, provided that all obligations associated with the sale of the licence have been made fulfilled. Hosting or associated services within the same agreement are recognised over time. This reflects that the customer has the benefit of the software for the duration of the term contract.

Services

Services revenue includes consultancy and training. Services revenue from time and materials contracts is recognised in the period that the services are provided on the basis of time worked at agreed contractual rates and as direct expenses are incurred.

Revenue from fixed price, long-term customer specific contracts is recognised over time following assessment of the stage of completion of each assignment at the period end date compared to the total estimated service to be provided over the entire contract where the outcome can be estimated reliably. If a contract outcome cannot be estimated reliably, revenues are recognised equal to costs incurred, to the extent that costs are expected to be recovered. An expected loss on a contract is recognised immediately in the consolidated income statement.

Timing of payment

Maintenance and support income and subscription income is invoiced annually in advance at the commencement of the contract period. Software and demand points are invoiced on delivery. Services are invoiced either on a time and deliverables basis monthly in arrears, or on completion of milestones. Other revenue is invoiced based on the contract terms in accordance with performance obligations. Our standard payment terms are 30 days from date of invoice, however management discretion can be applied for significant contracts.

Contract assets and contract liabilities

Amounts recoverable on contracts (contract assets) relate to the Group's right to consideration for completed performance obligations under the contract prior to invoicing. Deferred income (contract liabilities) relates to amounts invoiced in advance of services performed under the contract.

Employee benefits

a. Retirement benefits

The Group operates various defined contribution pension arrangements for its employees.

For defined contribution pension arrangements, the amount charged to the consolidated income statement represents the contributions payable in the period. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the consolidated statement of financial position.

b. Share-based payments

The Group issues equity-settled share-based payments to certain employees. Vesting conditions are continuing employment. Equity-settled share-based payments are measured at fair value at the date of grant using an appropriate pricing model. The fair value is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity in the share-based payment reserve. Non-market vesting conditions include assumptions about the number of options expected to vest.

Non-recurring items

Non-recurring items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material one-off items of income or expense that have been shown separately due to the significance of their nature or amount and do not reflect the ongoing cost base or revenue-generating ability of the Group.

Adjusted EBITDA

Due to the one-off nature of acquisition and other costs and the non-cash element of certain charges, the Directors believe that adjusted EBITDA provides shareholders with a more appropriate representation of the underlying earnings derived from the Group's business and a more comparable view of the year-on-year underlying financial performance of the Group. Adjusted EBITDA excludes amortisation, depreciation, share option expense, foreign exchange gains/losses on intercompany trading balances and non-recurring items.

Interest income and expense

Interest income and expense is included in the consolidated income statement, using the effective interest method by reference to the principal outstanding.

Tax

The tax charge or credit comprises current tax payable and deferred tax:

a. Current tax

The current tax charge represents an estimate of the amounts payable or receivable to or from tax authorities in respect of the Group's taxable profits and is based on an interpretation of existing tax laws. Taxable profit differs from profit before tax as reported in the consolidated income statement because it excludes certain items of income and expense that are taxable or deductible in other years or are never taxable or deductible. Taxation received is recognised only when it is probable that the Group is entitled to the asset.

b. Deferred tax

Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax liabilities are always provided in full. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the reporting date. Deferred tax is recognised as a component of tax expense in the consolidated income statement, except where it relates to items charged or credited directly to other comprehensive income or equity when it is recognised in other comprehensive income or equity.

Business combinations

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value 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 provisional fair values at the acquisition date. Fair values are reassessed during the measurement period and updated if required. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 in the consolidated income statement. Contingent consideration that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

Goodwill

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Goodwill arising on an acquisition of a business is the difference between the fair value of the consideration paid and the net fair value of the assets and liabilities acquired. Goodwill is carried at cost less accumulated impairment losses.

Research and development

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Costs relating to ongoing obligations of customer contracts are expensed.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is only capitalised if all of the following conditions are met:

· 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. Among other things, this requires that there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such 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.

Internally generated intangible assets, consisting mainly of direct labour costs, are amortised on a straight-line basis over their useful economic lives. Amortisation is shown within administrative expenses in the consolidated income statement. The estimated useful lives of current development projects are three years. Upon completion the assets are subject to impairment testing if impairment triggers are identified, based on expected future sales.

Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.

Other intangible assets

Intangible assets that are purchased separately, such as software licences that do not form an integral part of related hardware, are capitalised at cost and amortised on a straight-line basis over their useful economic life which is typically three years.

Customer relationships acquired following a business combination are amortised on a straight-line basis over their useful economic life which is ten years.

Brands acquired following a business combination are amortised on a straight-line basis over their useful economic life which is two to five years.

Intellectual Property acquired following a business combination is amortised on a straight-line basis over its useful economic life which is five years.

Acquired software recognised following a business combination is amortised on a straight-line basis over their useful economic life which is three to five years.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is charged to the consolidated income statement so as to write off the cost or valuation less estimated residual values over their expected useful lives on a straight-line basis over the following periods:

· Fixtures and fittings and leasehold improvements: three to ten years, or period of the lease if shorter

· Computer equipment: three years

Residual values and useful economic lives are assessed annually. The gain or loss on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in operating expenses.

Leased assets

The Group as a lessee

For any new contracts entered into, the Group considers whether a contract is, or contains, a lease. 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 excfhange 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

• the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a 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, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

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 also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in-substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.

When the lease liability is remeasured, 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.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. 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.

On the consolidated statement of financial position, right-of-use assets have been presented as non-current assets and lease liabilities presented within current and non-current liabilities.

Impairment of non-financial assets

Assets that have an indefinite useful life - for example, goodwill - are not subject to amortisation and are tested at least annually for impairment and whenever there is an indication that the asset may be impaired. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Impairment losses are recognised immediately in profit or loss.

Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Where an impairment loss is reversed, it is reversed to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets are classified into the following categories:

• amortised cost;

• fair value through profit or loss (FVTPL); and

• fair value through other comprehensive income (FVOCI).

The classification is determined by both:

• the entity's business model for managing the financial asset; and

• the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

• they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and

• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that are held within a different business model other than 'hold to collect' or 'hold to collect and sell' are categorised at fair value through profit and loss. Further, irrespective of business model, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL.

Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists.

Trade receivables

Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics and they have been grouped based on the days past due.

Classification and measurement of financial liabilities

The Group's financial liabilities include borrowings, trade and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in the profit or loss.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated income statement over the period of the borrowings using the effective interest method.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. The nominal value of shares issued is classified as share capital and the amounts paid over the nominal value in respect of share issues, net of related costs, is classified as share premium.

Share-based payment reserve

The share-based payment reserve relates to a cumulative charge made in respect of share options granted by the Company to the Group's employees under its employee share option plans.

Capital redemption reserve

The capital redemption reserve relates to the repurchase and subsequent cancellation of issued ordinary share capital.

Merger relief reserve

The merger relief reserve relates to the issue of shares as consideration for acquisitions of direct or indirect 100% owned subsidiaries within the Group.

Translation reserve

Exchange differences relating to the translation of the results and net assets of the Group's foreign operations from their functional currencies to the Group's presentation currency of GBP, are recognised directly in other comprehensive income and accumulated in the translation reserve.

Retained earnings

Retained earnings include all current and prior period retained profits/losses.

4 Critical accounting judgements and key sources of estimation and uncertainty

When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Significant management judgements

The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on the financial statements.

Capitalisation of development costs

The point at which development costs meet the criteria for capitalisation is critically dependent on management's judgement of the point at which technical and commercial feasibility is demonstrable. The carrying amount of capitalised development costs at 31 December 2023 is £5.5 million (2022 £3.8 million). After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

Revenue recognition

Significant management judgement is applied in determining the distinct performance obligations included within contracts involving multiple deliverables. In particular, where additional services are sold alongside perpetual licence sales, management must make an assessment if contracts include performance obligations which would result in software being customised or altered, prior to reaching a conclusion as to whether the software can or cannot be considered distinct from the labour service. Significant judgement is required around the duration of a licence agreement where the contractual term extends beyond an annual licence renewal in determining whether revenue should be recognised over the contractual term or the licence term. In making this judgement management consider historic practice of renewal's, contractual termination clauses, interaction with the licence renewal terms and enforceability of termination clauses contained within. This includes the certainty over such revenues given the changing nature of a customer's requirements through the lifecycle of the products utilisation and the Group's ability to provide a stack of products that can change through a customer's journey.

For each identified significant performance obligation management are required to determine which obligations meet the criteria to recognise revenue over time. As revenue from fixed price services agreements is recognised over time, the amount of revenue recognised in a reporting period depends on the extent to which the performance obligation has been satisfied. This requires an estimate of the time and value to deliver the services to be provided, based on historical experience with similar contracts. In a similar way, recognising revenue requires the estimated number of hours required to complete the promised work. For further detail on the specific nature of revenue streams recognised by the Group, refer to the revenue recognition section within Note 3.

Deferred tax

A deferred tax asset is recognised where the Group considers it probable that future taxable profits will be available against which the tax credit will be utilised in the future. This specifically applies to tax losses and to outstanding vested share options at the statement of financial position date. In estimating the amount of the deferred tax asset that should be recognised, the Directors make judgements based on current budgets and forecasts about the amount of future taxable profits and the timings of when these will be realised. As at 31 December 2023 deferred tax assets have not been recognised in respect of existing tax losses and equity-settled share options temporary differences, because it is not probable that future taxable profits will be available against which the Group can utilise the benefits

Estimating uncertainty

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Amortisation and impairment of development costs

Capitalised development costs are amortised over a three-year period which is management's estimate of the useful lives of current development projects. In reaching this conclusion, management have made assumptions in respect of future customer requirements and developments within the industry. These estimates have a high level of uncertainty and are matters outside of management's control.

The Group reviews capitalised development costs for indicators of impairment annually in accordance with the accounting policy stated in Note 3. In assessing if an indication of impairment exists management review sales over the preceding three years for each product capitalised. For the majority of products capitalised, these sales support management's assessment that no indication of impairment exists. Where these sales do not support this conclusion, such as for new products developed, management are required to make assumptions of the future cash flows generated from these software products. This includes consideration of both the current business pipeline, the expected conversion of that pipeline and the future cash flows to be generated through recurring revenue contracts, including the application of a suitable discount rate.

5 Business information

5.1 Operating segments

Management provides information reported to the Chief Operating Decision Maker (CODM) for the purpose of assessing performance and allocating resources. The CODM is the Chief Executive Officer.

The business delivers software solutions that integrate data from any source - geographic, real-time asset, GPS, location, corporate and external cloud-based sources - into a live geospatial common operating picture, empowering all users in the customer's organisation to access, input and analyse operational intelligence to proactively manage their networks, respond quickly to emergency events and effectively manage day-to-day operations. These geospatial operations are reported to the CODM as a single operating segment which includes the operations of Comsof acquired during the year. Whist the Comsof brand will be retained as part of the Company's product portfolio, the operations, people, sales, development, administration and systems have all been fully integrated into the IQGeo group and amalgamated within the existing single operating segment.

5.2 Revenue by type

The following table presents the different revenue streams of the IQGeo Group:

Revenue by stream	2023 £'000	% of total revenue	2022 £'000	% of total revenue
Subscription	12,728	29%	8,107	31%
Maintenance and support	3,021	7%	2,503	9%
Recurring IQGeo product revenue	15,749	35%	10,610	40%
Perpetual software	4,355	10%	1,138	4%
Demand points software	4,879	11%	3,357	13%
Services	18,776	42%	10,527	39%
Non-recurring IQGeo product revenue	28,010	63%	15,022	56%
Total IQGeo product revenue	43,759	98%	25,632	96%
Geospatial services on third party products	726	2%	960	4%
Total revenue	44,485	100%	26,592	100%

5.3 Geographical areas

The Board and management team also review the revenues on a geographical basis, based around the regions where the Group has its significant subsidiaries or markets.

The Group's revenue from external customers in the Group's domicile, the UK, and its major worldwide markets have been identified on the basis of the customers' geographical location. Non-current assets are allocated based on their physical location.

The following table represents the Group's operational revenue and non-current assets by geographical region:

	Revenue		Non-current assets
	2023	2022	2023	2022
	£'000	£'000	£'000	£'000
UK	2,626	1,133	12,089	9,755
Europe	5,404	1,983	2,539	2,920
USA	29,318	17,867	7,362	8,308
Canada	3,501	2,893	3	2
Japan	3,049	1,867	843	891
Rest of World	587	849	-	-
Total	44,485	26,592	22,836	21,876

5.4 Information about major customers

During 2023, the Group had two customers who generated revenues of greater than 10% of total revenue for the group (2022: no customers).

6 Acquisitions

There have been no acquisitions in 2023. On 11th August 2022 the Group acquired 100% of the equity instruments of Comsof NV ("Comsof"), a business based in Ghent, Belgium, thereby obtaining control. Comsof had a wholly owned subsidiary based in Toronto, Canada, Comsof Technologies America Ltd. Effective 1 January 2023, ownership of Comsof Technologies America Ltd was transferred directly under IQGeo Group plc ownership and amalgamated with IQGeo's existing Canadian subsidiary IQGeo Solutions Canada Inc.

Comsof and contribution to the Group results

The acquisition of Comsof was concluded on 11^th August 2022, with 100% of the share capital acquired with the total consideration of up to £11.1 million (up to €13.0 million).£2.5 million of cash.

The consideration included up to £2.4 million (€3.0 million) as contingent consideration based on the achievement of contract awards to agreed Demand point values and subsequent collection of cash in settlement of the first year's invoice values. The first payment was made in April 2023, and at 31 December 2023, the remaining contingent consideration was expected to be settled in March 2024. The second half of the consideration at 31 December 2023 is included within current liabilities (£1.3 million).

Contingent consideration was discounted on recognition with £0.3 million recognised as interest expense during the year 2023 (2022: £0.2 million).

7 Employee information

7.1 Employee numbers

The number of people as at 31 December and the average monthly number of people employed during the year, including Executive Directors, was:

	Actual number of people as at 31 December		Average monthly number of people in the year
By activity	2023	2022	2023	2022
By activity	Number	Number	Number	Number
Technical consultants	80	68	75	47
Sales & marketing	65	54	61	44
Research & development	50	41	45	29
Administration	22	17	20	15
	217	180	200	135

By geography	2023	2022	2023	2022
By geography	Number	Number	Number	Number
United Kingdom	53	36	43	31
Europe	45	43	43	19
North America	111	95	107	80
Asia	8	6	7	5
	217	180	200	135

7.2 Employee benefits

The aggregate employee benefit expense, including Executive Directors, comprised:

	2023		2022
	£'000		£'000
Wages and salaries	20,931		14,434
Social security costs	2,105	1,161
Contributions to defined contribution pension arrangements	645	433
Share-based payments	774	303
Total aggregate employee benefits	24,455	16,331

8 Finance income and costs

	2023	2022
	£'000	£'000
Interest income from cash and cash equivalents	15	-
Finance income	15	-
Interest expense for lease arrangements	(136)	(95)
Interest expense for contingent and deferred consideration	(344)	(193)
Finance costs	(480)	(288)
Net finance costs	(465)	(288)

9 Loss before tax: analysis of expenses by nature

9.1 Expenses by nature

The following items have been charged / (credited) to the consolidated income statement in arriving at a gain before tax:

	Notes	2023	2022
	Notes	£'000	£'000
Amortisation of capitalised development and software costs	12	2,520	1,686
Amortisation and impairment of acquired intangible assets	12	772	555
Depreciation of owned property, plant and equipment	13	163	99
Depreciation of right-of-use assets	14	450	348
Lease rental charges - land and buildings	20	602	444
Research & development costs expensed		1,650	1,022
Net foreign currency expense		539	378
Unrealised foreign exchange losses/(gains) on intercompany trading balances		290	(574)
Non-recurring items expense	9.2	1,085	1,007

9.2 Non-recurring items

	2023	2022
	£'000	£'000
Acquisition costs	120	1,007
SPA tax warranty	965	-
Total non-recurring items	1,085	1,007

Acquisition costs

On 11^th August 2022 the Group acquired Comsof NV. Costs of acquisition and business integration have been expensed during the year as non-recurring items.

SPA warranty

On 31 December 2018, the Group disposed of its RTLS SmartSpace business. The sale agreement included a number of warranties which would allow the new owners of the RTLS SmartSpace business to claw back consideration paid, should additional liabilities crystallise at a later date. Management have been made aware of a potential tax warranty claim related to the sale, and following legal advice, believe that it is more likely than not that payment will be required under the warranty in around 4 years' time. Management have made a best estimate of the amount payable including associated costs and expenses and have discounted this using the Group's weighted average cost of capital, resulting in a provision as at 31 December 2023 of £965k.

9.3 Auditor's remuneration

During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company's auditor and its associates:

	2023	2022
	£'000	£'000
Fees payable to the Group's auditor for the audit of:
Parent company and consolidated financial statements	123	129
Financial statements of subsidiaries, pursuant to legislation	17	17
Total audit fees	140	146
Fees payable to the Group's auditor for other services:
Audit-related assurance services	35	18
Fees payable to the Group's auditor affiliates for other services:
Tax advisory	29	28
Tax compliance services	26	12
Total non-audit fees	90	58
Total auditor's remuneration	230	204

The auditor of IQGeo Group plc is Grant Thornton UK LLP.

10 Income tax

10.1 Income tax recognised in the consolidated income statement

	2023	2022
	£'000	£'000
Current tax
Corporation tax	95	(862)
Adjustments in respect of prior periods	164	-
Total current tax charge / (credit)	259	(862)
Deferred tax
Origination and reversal of timing differences	(97)	(39)
Adjustments in respect of prior periods	(21)	-
Effect of increased / decreased tax rate on opening balance	(88)	-
Total deferred tax credit	(206)	(39)
Total income tax charge / (credit) for the year	53	(901)

The tax credit differs from the standard rate of corporation tax in the UK for the year of 23.52% in 2023 (2022:19%) for the following reasons:

	2023	2022
	£'000	£'000
Profit / (loss) before tax	57	(1,814)
Profit / (loss) before tax multiplied by the standard rate of corporation tax in the UK of 23.52% (2022: 19%)
	13	(345)
Tax effects of:
Fixed asset differences	(88)	-
Expenses not deductible for tax purposes	558	696
Non-deductible amortisation of goodwill	(46)	-
Research & development tax (credits) in additional deduction	(674)	(431)
Adjustments to tax charge in respect of previous periods - current tax	164	-
Adjustments to tax charge in respect of previous periods - deferred tax	(21)	-
Additional overseas tax deduction	-	(92)
Utilisation of previously unrecognised tax losses	(838)	(19)
Remeasurement of deferred tax for changes in tax rates	(121)	-
Difference on tax treatment of share options - unrecognised	(208)	58
Unrecognised deferred tax movements	1,412	(664)
Difference on overseas tax rates	(98)	(104)
Total income tax charge / (credit)	53	(901)

During the current and prior year IQGeo UK Limited has and intends to submit claims for UK Research and Development tax credit relief ("R&D tax claim") under the HMRC SME scheme. In 2023 this forms part of the unrecognised deferred tax asset in the UK. In 2022 IQGeo elected to receive a cash refund for this claim at a discounted rate of 14.5%. The funds were received during 2023 for the 2022 claim which was agreed by HMRC. The consolidated income statements reflects the tax credit for the 2022 financial year and does not reflect the unrecognised deferred tax asset for the claim which will be submitted during 2024 in respect of the 2023 financial year.

10.2 Factors that may affect future tax charges

The Group has tax losses of £23.7 million (2022: £18.0 million) that are available for offset against future taxable profits of those subsidiary companies in which the tax losses arose. Deferred tax assets have not been recognised in respect of those losses as they may not be used to offset elsewhere in the Group, and they have arisen in subsidiaries whose future taxable profits are uncertain. No deferred tax has been recognised on the unremitted earnings of overseas subsidiaries, because the earnings are continually reinvested by the Group and no tax is expected to be payable on them in the foreseeable future.

The deferred tax balances have been measured at 25%, based on the UK tax rate as at April 2023 (2022: 25%).

10.3 Deferred tax

The movement in deferred tax in the consolidated statement of financial position during the year is as follows:

	Deferred income tax assets		Deferred income tax liabilities
	2023	2022	2023	2022
	£'000	£'000	£'000	£'000
At 1 January	937	630	(1,739)	(630)
Deferred tax liability recognised on acquisition	-	-	-	(841)
Prior year adjustment re blended rate	21	-	-	-
Deferred tax credit / (charge) to the income statement	185	307	-	(268)
At 31 December	1,143	937	(1,739)	(1,739)

The components of deferred tax included in the consolidated statement of financial position are as follows:

	2023	2022
	£'000	£'000
Fixed asset timing differences	(24)	-
Short term timing differences	11	-
Deferred tax liability on development costs capitalised	(1,400)	(937)
Deferred tax liability recognised on acquisition of intangible assets	(596)	(802)
Deferred tax asset on losses	1,413	937
Total net deferred tax liabilities	(596)	(802)

Deferred tax assets have not been recognised in respect of the following amounts because it is not probable that future taxable profits will be available against which the Group can utilise the benefits:

	2023	2022
	£'000	£'000
Tax losses carried forward	4,524	3,529
Equity-settled share options temporary differences	698	906
Total unrecognised deferred tax assets	5,222	4,435

11 Earnings / (Loss) per share (EPS)

	2023	2022
Earnings attributable to ordinary shareholders
Profit / (loss) from operations (£'000)	4	(913)
Number of shares
Weighted average number of ordinary shares for the purposes of basic EPS ('000)	61,691	58,816
Effect of dilutive potential ordinary shares:
- Share options ('000)	4,229	2,957
Weighted average number of ordinary shares for the purposes of diluted EPS ('000)	65,920	61,773
EPS
Basic and diluted EPS (pence)	0.0	(1.6)

Basic earnings per share is calculated by dividing loss for the period attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. For diluted earnings per share, the weighted average number of shares is adjusted to allow for the effects of all dilutive share options and warrants outstanding at the end of the year. Options have no dilutive effect in loss-making years and are therefore not classified as dilutive for EPS since their conversion to ordinary shares does not decrease earnings per share or increase loss per share.

The Group also presents an adjusted diluted earnings per share figure which excludes amortisation of acquired intangibles, share-based payments charge, unrealised foreign exchange gains/(losses) on intercompany trading balances and non-recurring items from the measurement of loss for the period.

	Notes	2023	2022
	Notes	£'000	£'000
Earnings for the purposes of diluted EPS, being net loss attributable to equity holders of the parent company		4	(913)
Adjustments:
Amortisation and impairment of acquired intangible assets	12	772	555
Reversal of share-based payments charge	22	774	303
Unrealised foreign exchange (gains)/losses on intercompany trading balances		290	(574)
Reversal of non-recurring items	9	1,085	1,007
Net adjustment		2,921	1,291
Adjusted earnings / (loss) (£'000)		2,925	378
Adjusted diluted EPS (pence)		4.4	0.6

The adjusted EPS information is considered to provide an alternative representation of the Group's trading performance and in particular, it excludes non-recurring items. Options have no dilutive effect in loss-making years.

12 Intangible assets

Goodwill has been recognised on acquisition of the Comsof and OSPI businesses in 2022 and 2020 respectively. Management considers that the Group as a whole represents a single CGU including the Comsof and OSPI businesses which have been fully integrated into the existing structure of the Group. All goodwill has therefore been allocated to this single CGU, and management has undertaken a detailed review of the future cash flows which are anticipated to be generated from the Group. With the continued expectation of growth and profitability, management have concluded that no impairment is required to goodwill as at 31 December 2023. Management have projected cash flows to 2028 and then applied a terminal growth rate of 1% to future periods. The key underlying assumption is that the Group will continue to see revenue growth and an increase in recurring revenue contracts through subscription and demand point sales at a rate consistent to that achieved in 2023. A discount rate of 11.3% has been applied to future cash flows. No reasonably possible changes to the assumptions would lead to an impairment. Management believe the assumptions used after considering the market factors are appropriate.

Capitalised product development costs relate to expenditure that can be applied to a plan or design for the production of new or substantial improvements to software products. Management have assessed the underlying products capitalised to identify if any indicators of impairment exist. Where an indication of impairment does exist, management have completed impairment reviews through estimating the future discounted cash flows to be generated from these assets and concluded that no impairment is required as the discounted cash inflows exceeded the carrying value of the asset as at the year end.

The intangible assets include those acquired with the Comsof and OSPI business include acquired software products, acquired brands and acquired customer relationships. Values have been recognised from a valuation conducted by external experts.

Amortisation for capitalised product development costs is 3 years. Software assets represent assets purchased from third parties.


	Goodwill	Acquired Customer relationships	Acquired Software Products	Acquired Brands	Capitalised Product Development Costs	Software	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
As at January 2022	7,408	2,093	474	57	10,731	128	20,891
Additions	-	-	-	-	2,888	12	2,900
Additions as a result of acquisition	6,557	1,954	606	274	-	-	9,391
Effect of movements in exchange rates	521	216	-	-	-	-	737
At 31 December 2022	14,486	4,263	1,080	331	13,619	140	33,919
Additions	-	-	-	-	4,310	125	4,434
Effect of movements in exchange rates	(249)	(118)	(27)	(3)	-	-	(397)
At 31 December 2023	14,237	4,145	1,053	328	17,929	265	37,957
Accumulated amortisation
As at January 2022	(2,970)	(209)	(158)	(29)	(8,208)	(110)	(11,684)
Charge for the year	-	(293)	(213)	(49)	(1,668)	(18)	(2,241)
Effect of movement in exchange rates	-	-	33	2	-	-	35
At 31 December 2022	(2,970)	(502)	(338)	(76)	(9,876)	(128)	(13,890)
Charge for the year	-	(423)	(293)	(56)	(2,504)	(16)	(3,292)
Effect of movements in exchange rates	-	29	22	4	-	-	55
At 31 December 2023	(2,970)	(896)	(609)	(128)	(12,380)	(144)	(17,127)
Net book value
At 31 December 2023	11,267	3,249	444	200	5,549	121	20,830
At 31 December 2022	11,516	3,761	742	255	3,743	12	20,029

13 Property, plant and equipment

	Fixtures and fittings	Computer equipment	Leasehold improvements	Total
	£'000	£'000	£'000	£'000
Cost
At 1 January 2022	165	240	-	405
Effect of movements in exchange rates	18	19	-	37
Additions	-	170	-	170
Additions on acquisition	-	61	73	134
At 31 December 2022	183	490	73	746
Effect of movements in exchange rates	(8)	(17)	(1)	(26)
Additions	36	150	59	245
Disposals	-	(5)	-	(5)
At 31 December 2023	211	618	131	960
Accumulated depreciation
At 1 January 2022	(74)	(164)	-	(238)
Effect of movements in exchange rates	(9)	(12)	-	(21)
Charge for the year	(30)	(66)	(3)	(99)
Transfer on acquisition	-	(23)	(55)	(78)
At 31 December 2022	(113)	(265)	(58)	(436)
Effect of movements in exchange rates	6	10	1	17
Charge for the year	(36)	(119)	(8)	(163)
Disposal	-	4	-	4
At 31 December 2023	(143)	(370)	(65)	(578)
Net book value
At 31 December 2023	68	248	66	382
At 31 December 2022	70	225	15	310

14 Right of use assets

Details of the Group's right-of-use assets and their carrying amount are as follows:

	2023	2022
	£'000	£'000
Cost
At 1 January	2,266	1,793
Effect of movements in exchange rates	(101)	227
Additions	652	93
Lease acquired on acquisition	-	233
Disposal	(105)	(80)
Cost at 31 December	2,712	2,266
Amortisation
At 1 January	(786)	(457)
Effect of movements in exchange rates	44	(61)
Charge for the year	(450)	(348)
Disposal	104	80
Amortisation at 31 December	(1,088)	(786)
Net book amount at 31 December	1,624	1,480

Refer to Note 20 for details of the related lease liabilities.

15 Trade and other receivables

	Notes	2023	2022
	Notes	£'000	£'000
Cost
Trade receivables, gross		12,746	9,930
Allowances for expected credit losses	15.1	(370)	(244)
Trade receivables, net	15.2	12,376	9,686
Amounts recoverable on contracts		2,469	303
Other receivables		209	132
Prepayments		1,276	943
Total trade and other receivables		16,330	11,064

All amounts disclosed are short term. The carrying value of trade receivables is considered a reasonable approximation of fair value. Expected credit losses are not material. The significant increase in amounts recoverable on contracts is due to the significant increase in revenue during the year, including increased revenue from services performed in the last quarter of 2023, and licences delivered at the end of 2023, which were subsequently invoiced in early 2024.

The following disclosures are in respect of trade receivables that are either impaired or past due. The individually impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations and are assessed on a customer-by-customer basis following detailed review of the particular circumstances. To the extent they have not been specifically provided against, the trade receivables are considered to be of sound credit rating.

15.1 Movement in allowance for expected credit losses

	2023	2022
	£'000	£'000
At 1 January	(244)	(250)
Allowance released / (provided)	(126)	6
As 31 December	(370)	(244)

15.2 Ageing past due but not impaired receivables

	2023	2022
	£'000	£'000
Neither past due nor impaired	9,387	1,736
0 to 90 days	2,347	7,042
More than 90 days	642	908
Total	12,376	9,686

16 Cash and cash equivalents

	2023	2022
	£'000	£'000
Cash at bank and in hand	10,954	8,055
Cash and cash equivalents	10,954	8,055

Short-term cash deposits earn interest at fixed rates for the term of the deposit. Included within cash and cash equivalents at 31 December 2023 is £2.6 million of cash on deposit with a time to maturity of 30 days or less.

The composition of cash and cash equivalents by currency is as follows:


By currency	2023	2022
By currency	£'000	£'000
British Pound (GBP)	343	1,630
Euro (EUR)	2,643	2,910
US Dollar (USD)	5,305	1,814
Japanese Yen (JPY)	2,537	912
Canadian Dollar (CAD)	126	789
Cash and cash equivalents	10,954	8,055

17 Trade and other payables

	Notes	2023	2022
	Notes	£'000	£'000
Trade and other payables due within 1 year:
Deferred income		12,341	7,450
Trade payables		1,243	1,247
Accruals		7,318	5,371
Other taxation and social security		1,506	866
Other payables		51	72
Contingent acquisition consideration	6	1,347	1,211
Total trade and other payables due within 1 year		23,806	16,217
Trade and other payables due after 1 year:
Contingent acquisition consideration	6	-	996
Trade and other payables due after 1 year		-	996
Total trade and other payables		23,806	17,213

18 Provisions

	2023	2022
	£'000	£'000
SPA tax warranty	965	-
Total provisions	965	-

A provision has been recognised in 2023 in relation to a SPA tax warranty related to a previous business disposal. Refer to Note 9 for further information as to the nature of the provision.

19 Bank facilities

During 2022 an overdraft facility of £3.0 million was agreed with HSBC, the Group's bank, as a contingent arrangement around the acquisition of Comsof NV. The facility was not drawn down and has now lapsed. Security in the form of a group debenture was put in place to facilitate this. The security remains in place at 31 December 2023 to facilitate additional funding options for the Group.

Within the current period, the group has entered a Bank Guarantee for €344,000 as required in one of our customer's contracts.

20 Lease liabilities

The Group has measured lease liabilities at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at the date of initial application.

Details of the Group's liability in respect of right-of-use assets and their carrying amount are as follows:

	2023	2022
	£'000	£'000
At 1 January	1,896	1,680
Effect of movements in exchange rates	(77)	211
New leases entered into during the year	652	93
Lease related to acquisition	-	261
Finance costs incurred	116	95
Payments made during the year	(602)	(444)
At 31 December	1,985	1,896
Presented as:
Lease liability payable within 1 year	629	417
Lease liability payable in more than 1 year	1,356	1,479
At 31 December	1,985	1,896

Refer to Note 14 for details of the related right-of-use assets.

At 31 December 2023, the lease liability consists of £2.1 million of lease payment commitments including:

Following the acquisition of Comsof NV, a nine year lease was acquired on the existing office premises in Ghent, with the remaining term running to 2024. A number of motor vehicles were acquired on lease commitments, typically between three and five years' duration.

The Group has a seven-year lease running to February 2028 on office premises in Denver, an 18 month lease running to April 2025 on office premises in Cambridge, and a 2 year lease running to September 2025 on office premises in Tokyo.

The OSPI business ceased operating from premises in Utah in 2022, the lease commitments ceased on 31 December 2022.

Leases as lessee

During the year the Group held short-term office rental agreements within the Germany and Canada. The leases entered into are 12 months or less and the Group has elected to apply the practical expedient permitted under IFRS 16 to not recognise a right-of-use asset and lease liability in respect of these leases due to their short-term nature. The 2023 operating expense presented within the consolidated income statement includes £0.3 million of rent expense in respect of these leases. The future obligations for the new short-term leases are reported within the table below.

The Group enters into these arrangements as these are a cost-efficient way of obtaining the short-term benefits of these assets.

The Group's future aggregate minimum lease payments under non-cancellable short-term leases are as follows:

	Land and buildings	Land and buildings
	2023	2022
	£'000	£'000
No later than one year	25	177
Total	25	177

The above table reflects the committed cash payments under short-term leases, rather than the expected charge to the consolidated income statement in the relevant periods.

21 Share capital and premium

The Company has one class of ordinary shares. Holders of these shares are entitled to participate in dividends, and to share in the proceeds on a return of capital on liquidation or capital reduction or otherwise, in proportion to the number of shares held. Holders are also entitled to one vote per share at general meetings of the Company

Where shares have been issued as part of the consideration for the acquisition of OSPI by IQGeo America Inc and Comsof NV, excess proceeds over nominal value are recognised in a merger relief reserve.

	Ordinary shares of £0.02 each	Share capital	Share premium	Merger relief reserve	Total
	Number.of	£'000	£'000	£'000	£'000
Balance at 1 January 2022	57,515,696	1,150	22,507	959	24,616
Issued under share-based payment plans	184,998	4	109	-	113
Issue of shares - acquisition (Comsof)	-	-	-	957	957
Issued on placing to institutional investors - legal fees	-	-	(95)	-	(95)
Issued on placing to institutional investors	2,800,000	56	3,444	-	3,500
Issued as part consideration for acquisition	937,923	16	-	-	16
Deferred consideration - OSPI	-	3	-	237	240
Balance at 31 December 2022	61,438,617	1,229	25,965	2,153	29,347
Issued under share-based payment plans	252,873	5	168	-	173
Balance at 31 December 2023	61,691,490	1,234	26,133	2,153	29,520

22 Final Results Announcement

This final results announcement, which has been agreed with the auditors, was approved by the Board of Directors on 19 March 2024. It is not the Group's statutory accounts for the year ended 31 December 2023 within the meaning of section 435 of the Companies Act 2006 but is extracted from those financial statements. Copies of the Group's audited statutory accounts for the year ended 31 December 2023 will be available at the Company's website, www.iqgeo.com, promptly after the release of this preliminary announcement and a printed version will be dispatched to shareholders shortly. Copies will also be delivered to the registrar of Companies following the Annual General Meeting.

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IQGEO Group (IQG)

Friday, 26th April 2024

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