TIDMBYIT

RNS Number : 1688R

Bytes Technology Group PLC

25 October 2023

25 October 2023

BYTES TECHNOLOGY GROUP plc

('BTG', 'the Group')

Results for the six months ended 31 August 2023

Strong first half extending our track record of double-digit growth

BTG (LSE: BYIT, JSE: BYI), one of the UK and Ireland's leading software, security, AI, and cloud services specialists, today announces its half year results for the 6 months ended 31 August 2023 ('H1 FY24').

Neil Murphy, Chief Executive Officer, said:

"I am delighted that we have delivered another strong financial performance over the first half of the year. Our success in the period was driven by the combination of our skilled workforce and strong vendor relationships, which have once again enabled us to support our customers and grow our business. We are pleased that our customer and staff satisfaction levels continue to be amongst the best in our industry.

"While the economic backdrop remains mixed, we have continued to see strong demand from our corporate and public sector customers for security, cloud adoption, digital transformation, hybrid datacentres and remote working solutions. This has allowed us to invest in our business, growing our headcount to more than 1,000 for the first time while equipping our people with the skills to advise customers on the latest software, services, and hardware offerings.

"A shift to Artificial Intelligence (AI) products will be one of the defining trends in the IT Services sector in the coming years, and we are well-placed to capitalise on that opportunity. We stand to benefit from our long-standing relationship with Microsoft, whose Copilot product we are already trialling and will be available more widely in the near future. We are also looking forward to working with our other vendor partners that are developing AI software tools.

"Looking ahead, we have made a good start to the second half of the year and are well-placed for the remainder of the financial year."

Financial performance

 
 GBP'million                         H1 FY24 (six       H1 FY23 (six       % change 
                                     months ended       months ended      year-on-year 
                                    31 August 2023)    31 August 2022) 
 
 Gross invoiced income ('GII') 
  (1)                                GBP1,081.6m         GBP786.2m           37.6% 
 Revenue(2)                           GBP108.7m           GBP93.5m           16.3% 
 
 Gross profit ('GP')                   GBP75.3m           GBP65.5m 
 
  Gross margin % (GP/Revenue)            69.3%              70.1% 
 
  GP/GII %                               7.0%               8.3%             15.0% 
 Operating profit                      GBP30.6m           GBP27.3m           12.1% 
 
 Adjusted operating profit             GBP33.9m           GBP29.8m           13.8% 
  ('AOP')(3) 
                                         45.0%              45.5% 
  AOP/GP % 
                                       GBP51.7m           GBP35.8m           44.4% 
  Cash 
 
 Cash conversion(4)                     48.7%              (2.8)% 
 Cash conversion (rolling 
  12 months)(4)                         107.2%             65.3% 
 
   Earnings per share (pence)            10.60               9.06             17.0% 
 
 Adjusted earnings per share(5) 
  (pence)                               11.71              10.11             15.8% 
 
 Interim dividend per share 
  (pence)                                2.7                2.4              12.5% 
                                  -----------------  -----------------  -------------- 
 

Financial highlights

International Financial Reporting Standard measures (IFRS):

   -    Revenue increased 16.3% to GBP108.7 million (H1 FY23: GBP93.5 million). 

- GP growth of 15.0% to GBP75.3 million (H1 FY23: GBP65.5 million) was driven by higher GII and increased GP per customer of GBP16,300 (H1 FY23: GBP14,800).

   -    Gross margin was broadly stable at 69.3% (H1 FY23: 70.1%). 
   -    Operating profit increased by 12.1% to GBP30.6 million (H1 FY23: GBP27.3 million). 

Alternative performance measures (non-IFRS):

- GII increased by 37.6% to GBP1,081.6 million (H1 FY23: GBP786.2 million), exceeding GBP1 billion in H1 for the first time. The exceptional level of growth was underpinned by some large, strategically important, contract wins in the public sector (most notably with the NHS and HMRC) and by continued demand from corporate customers.

- The reduction in GP/GII% to 7.0% (H1 FY23: 8.3%) reflects the impact of these large contracts transacting at a reduced margin in the initial year of the agreements.

- AOP increased by 13.8% to GBP33.9 million (H1 FY23: GBP29.8 million); AOP as a percentage of GP has remained in line with the previous year at 45.0% as we continue to invest in the business.

   -    Adjusted earnings per share increased 15.8% to 11.71 pence (H1 FY23: 10.11 pence). 

- Half year cash conversion of 48.7% (H1 FY23: (2.8%)) is in line with our expectations, reflecting the seasonal timing of cash flows and weighting to the second half of the financial year. Our rolling cash conversion for the year ended 31 August 2023 stood at 107.2%, meeting our sustainable annual target of 100%.

Interim dividend

- Interim dividend of 2.7 pence per share, a 12.5% increase on last year's interim dividend (H1 FY23: 2.4p).

Operational highlights

- Strong levels of demand for security, cloud adoption, digital transformation, hybrid datacentres and remote working solutions have underpinned the Group's continued growth in H1 FY24.

- 98% of GP came from customers that traded with BTG last year (H1 FY23: 97%), at a renewal rate of 113%.

- Increased headcount by 10% since the FY23 year end to service high levels of customer demand, with over 1,000 staff at the half year.

- The Group enrolled in Microsoft's early access programme for Copilot, an AI assistant feature for Microsoft 365 applications, to improve productivity internally and in preparation to support our customers.

- Both Bytes Software Services and Phoenix Software named among the UK's Best Workplaces in Tech in Great Place to Work's Large and Super Large Category.

   -    Phoenix Software named Microsoft's Global Modern Endpoint Management Partner of the Year 2023. 

- In April 2023, the Group acquired a 25.1% interest in Amazon Web Services (AWS) partner, Cloud Bridge Technologies, to bolster our multi-cloud strategy in the years to come.

Current trading and outlook

We reported another strong performance in H1 FY24, extending our track record of delivering robust double-digit growth across our key financial metrics.

The business has started the second half of the year well, continuing the momentum delivered in H1 FY24. Whilst we remain mindful of the challenging macroeconomic environment and geopolitical uncertainty in Ukraine and the Middle East, we are confident in our ability to capitalise on the growth opportunities we see ahead. The Group's proven strategy of acquiring new customers and then growing our share of wallet, building on our strong vendor relationships and the technical and commercial skills of our people, ensures we are well placed to continue our progress over the remainder of FY24.

Analyst and investor presentation

A presentation for analysts and investors will be held today via webcast at 9:30am (BST). Please find below access details for the webcast:

Webcast link:

https://stream.brrmedia.co.uk/broadcast/651d406c8fb8fe0aea8cc7f6

A recording of the webcast will be available after the event at www.bytesplc.com .

The announcement and presentation will be available at www.bytesplc.com from 7.00am and 9.00am (BST), respectively.

Enquiries

 
 Bytes Technology Group plc                Tel: +44 (0)1372 418 500 
 Neil Murphy, Chief Executive Officer 
  Andrew Holden, Chief Financial Officer 
 
 Headland Consultancy Ltd                  Tel: +44 (0)20 3805 4822 
 Stephen Malthouse 
 Henry Wallers 
 Jack Gault 
 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances. Actual results may, and often do, differ materially from forward-looking statements.

Any forward-looking statements in this announcement reflect the Group's view with respect to future events as at the date of this announcement. Save as required by law or by the Listing Rules of the UK Listing Authority, the Group undertakes no obligation to publicly revise any forward-looking statements in this announcement following any change in its expectations or to reflect events or circumstances after the date of this announcement.

About Bytes Technology Group plc

BTG is one of the UK's leading providers of IT software offerings and solutions, with a focus on cloud and security products. The Group enables effective and cost-efficient technology sourcing, adoption, and management across software services, including in the areas of security, cloud and AI solutions. It aims to deliver the latest technology to a diverse range of customers across corporate and public sectors and has a long track record of delivering strong financial performance.

The Group has a primary listing on the Main Market of the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.

(1) ' Gross invoiced income' ('GII') is a non-International Financial Reporting Standard (IFRS) alternative performance measure that reflects gross income billed to customers adjusted for deferred and accrued revenue items. The effect of these adjustments for the year ended 28 February 2023 is included on p146 of the annual report and accounts for that period. GII has a direct influence on our movements in working capital, reflects our risks and shows the performance of our sales teams.

(2) 'Revenue' is reported in accordance with IFRS 15, Revenue from Contracts with Customers. Under this standard the Group is required to exercise judgment to determine whether the Group is acting as principal or agent in performing its contractual obligations. Revenue in respect of contracts for which the Group is determined to be acting as an agent is recognised on a 'net' basis (the gross profit achieved on the contract and not the gross income billed to the customer). Our key financial metrics of gross invoiced income, gross profit, adjusted operating profit and cash conversion are unaffected by this judgement.

(3) 'Adjusted operating profit' is a non-IFRS alternative performance measure that excludes from operating profit the effects of significant items of expenditure which are non-recurring events or do not reflect our underlying operations. Amortisation of acquired intangible assets and share-based payment charges are both excluded. The reconciliation of adjusted operating profit to operating profit is set out in the Chief Financial Officer's review below.

(4) 'Cash conversion' is a non-IFRS alternative performance measure that divides cash generated from operations less capital expenditure (together, 'free cash flow') by adjusted operating profit. It is calculated over both the current reporting period and over a rolling 12 months, the latter taking the previous 12 months free cash flow divided by the previous 12 months adjusted operating profit, in over to reflect any seasonal variations during the full year up to the reporting date.

(5) 'Adjusted earnings per share' is a non-IFRS alternative performance measure that the Group calculates by dividing the profit after tax attributable to owners of the company, adjusted for the effects of significant items of expenditure which are non-recurring events or do not reflect our underlying operations ('Adjusted earnings'), by the weighted average number of ordinary shares in issue during the year. Amortisation of acquired intangible assets and share-based payment charges are excluded in arriving at Adjusted earnings. The calculation is set out in note 16 of the interim condensed consolidated financial statements.

_________________________________________________________________________________________

Chief Executive Officer's Review

A strong half year performance delivering on our strategy.

We are delighted with the strong performance in H1 FY24, which saw the Group deliver growth in adjusted operating profit ('AOP') of 13.8% and gross profit ('GP') of 15.0%, driven by a 37.6% increase in gross invoiced income ('GII').

We have maintained our track record of strong double-digit year-on-year growth despite the ongoing uncertainty caused by the challenging macroeconomic conditions. Our business continues to benefit from the wide-ranging product offering that we have developed, with a substantial suite of software, IT services and hardware solutions from the world's leading vendors and software publishers.

The exceptionally strong growth in GII primarily reflects the success of the business in winning large public sector Microsoft contracts, demonstrating our strength and credibility when bidding for substantial government software opportunities under the Crown Commercial Services framework agreements. The Group's success in winning these new contracts resulted in our public sector GII increasing by 44.4%. Due to the competitive tendering process involved, these sales are typically won at reduced initial margins. H owever, over the course of the contracts, typically 3 to 5 years, we have a strategy and track record of growing the profitability of those contracts and opening up other software, hardware, or services opportunities within those accounts. Additionally, we have seen continued success in the corporate sectors, growing GII by 25.7% across these customers.

The growth above is reflected in our 39.1% increase in software GII, supported by a 15.7% rise in our internal services GII and hardware growth of 15.3%. The double-digit growth across both our key sectors and our three primary products and services areas reflects the continued demand from our customers to invest in resilient and efficient IT applications and services.

Our customers' ongoing appetite for security, cloud adoption, digital transformation, hybrid datacentres and remote working solutions underpinned the strong growth reported in H1 FY24. These investments increasingly take the form of contracts of an annuity type and therefore we remain confident in the Group's growth prospects going forward. This reinforces the potential for future up-selling and cross-selling opportunities with existing clients. The double-digit growth in GII and GP reflects the buoyant and robust nature of IT spend across the UK and Ireland.

We continue to expand our IT services capability, underpinned by the renewal of our Microsoft Azure Expert status for the provision of managed services, along with many other key vendor accreditations, augmented with our own IP in the form of Quantum and Licence Dashboard. Our broad suite of services enables us to expand our relevance to new and existing clients who need support and assurance as they seek to strengthen their IT resilience and security.

We expect to see a strong customer response to Microsoft's AI products, including Copilot. We are preparing for this to gain increasing momentum into 2024 and beyond, and to open up associated services opportunities to support customer readiness and adoption. Our broad roster of vendors also have a strong pipeline of AI-supported software solutions that we look forward to rolling out to our customers.

We remain proud of the energy, enthusiasm and professionalism demonstrated by our people. Our current and future growth is being supported by increasing headcount, training, and development in all areas from front-end sales and delivery teams and across all supporting areas. As a management team, we are extremely pleased with the way our people continue to embrace our collaborative, team-based culture. Our flexible working regime continues to deliver positive results for our business, while also meeting our people's aspirations for a healthy work/life balance. In June 2023, we launched our third Share Save Plan, which has again been well received by our workforce, with over 50% of employees participating in one or more of these plans.

To support the growth in sales and people, we continue to invest in, and evolve, our internal systems both to improve user experiences and to drive efficiencies. Notwithstanding this investment, our AOP as a percentage of GP has remained in line with the previous year at 45%, and therefore achieving our target to exceed 40%.

Our relationships with key partners continue to go from strength to strength and we are especially pleased to have been recognised by leading industry vendors. Following Phoenix Software being awarded the Microsoft Partner of the Year for the UK for 2021 and Bytes Software Services being named Microsoft Partner of the Year for Operational Excellence in 2022, Phoenix has followed this up by being named 2023 Microsoft Modern Endpoint Management Global Partner of the Year and Sophos Public Sector Partner of the Year. These awards reflect the status and high esteem that the Group has with global technology leaders and is testament to the expertise of our staff and the customer success stories that we deliver.

We remain committed to executing our strategy in a responsible manner, with sustainability rooted in everything we do. Our sustainability framework aims to deliver positive impacts for our stakeholders across key themes which we have identified as most relevant for the environment in which we operate. Within each theme - financial sustainability, corporate responsibility, stakeholder engagement and good governance - we set ourselves focus areas that drive our activities. Through our staff-led working groups, we allocate time and resources to various environmental initiatives, and to corporate social responsibility activities. We remain committed to supporting diversity throughout our business and are proud of the balance represented across our people. We continue our efforts to align with broader diversity targets to reflect the society in which we, and our stakeholders, operate. Further details in respect of our sustainability initiatives are set out below.

Our dividend policy is to distribute 40% of the Group's post-tax pre-exceptional earnings to shareholders by way of normal dividends. Accordingly, we are pleased to confirm that the Board has declared an interim dividend of 2.7 pence per share which will be paid on 1 December 2023 to shareholders on the register at 15 November 2023.

I wish to extend my gratitude to all my colleagues for their hard work and dedication to the business during FY24 to date. Finally, I would like to thank our clients for their support and entrusting their business with us; together, our staff and customers are our lifeblood and will always be our top priority.

Continued focus on Environment, Social and Governance (ESG)

Our approach to responsible business and ESG is aimed at helping to build a sustainable future and create long-term value for the Group and its stakeholders. Our strategy is underpinned by our purpose and values, which fosters an aligned culture across the organisation. During the period, we further progressed our ESG initiatives in the following ways.

Increasing our carbon reporting

In H1 FY24 we have disclosed our reported emissions for FY23 and future targets to Carbon Disclosure Project (CDP). This is the first year in which our disclosure will be independently scored by CDP, with the results expected in our Q4 FY24. In July 2023, we made a Group commitment to submit our targets to the Science Based Targets initiative (SBTi) for validation against the Paris Agreement's aim for less than a 1.5 degree global temperature increase. We expect to have our targets validated during 2024.

As part of our ongoing reporting, our Taskforce for Climate-Related Financial Disclosures (TCFD) will be incorporated into the S1 and S2 requirements under IFRS, once endorsed by the UK. We will monitor progress towards this and report in our annual report and accounts following adoption.

Within our businesses, we are supporting the transition to greener transport to reduce business travel and commuting emissions. The Group has successfully deployed an Electric Vehicle company car scheme during the period.

Positively impacting our society

Employee support and wellbeing remain key focus areas for the Group, particularly in light of the continuing cost-of-living crisis, with wellbeing days an important part in driving a healthier and happier workforce. In addition to this, employees have been engaged in, and managers trained in, the impact of menopause and in neurodiversity as part of a wider 'Breaking Taboos' programme.

Our strong culture remains a driving force behind our successful growth. We continue to support this through staff events and the development of our people with continued learning and training opportunities and social groups for more remote workers to connect. Staff are also listened to through various channels and improvements are made based on their ideas and initiatives.

During H1, we supported our communities through donations, fundraising events, and volunteer days, such as with the London Wetland Centre. Charity sport days have continued over the summer months, engaging with vendors to widen the impact.

Changes in directorate since the year end

Sam Mudd was appointed as an Executive Director at the Annual General Meeting held on 12 July 2023. Sam continues in her role as the Managing Director of Phoenix Software Limited, a wholly owned subsidiary of the Group, following her appointment to the Board.

Also, after 23 years with the Group, David Maw stepped down as a non-executive director at the 2023 AGM. Following David's retirement, Dr. Erika Schraner assumed the role of Designated Non-Executive for employee engagement, building on the constructive work carried out by David in this role.

H aving served on the Board since 6 November 2020, Dr. Alison Vincent has indicated that she wishes to retire from her role as independent non-executive director at the conclusion of her three-year term, with effect from 1 November 2023. A process to recruit an additional independent non-executive director with relevant experience is underway and a further announcement will be made in due course and, as previously announced, Dr Erika Schraner will be Chair of the Remuneration Committee with effect from 1 November 2023.

Chief Financial Officer's review

 
                                             H1 FY24       H1 FY23   Change 
 Income statement                              GBP'm         GBP'm        % 
--------------------------------------  ------------  ------------ 
 Gross invoiced income (GII)                 1,081.6         786.2    37.6% 
--------------------------------------  ------------  ------------ 
 GII split by product: 
  Software                                   1,027.3         738.4    39.1% 
  Hardware                                      24.1          20.9    15.3% 
  Services internal(1)                          15.5          13.4    15.7% 
  Services external(2)                          14.7          13.5     8.9% 
--------------------------------------  ------------  ------------ 
 
 Netting adjustment                          (972.9)       (692.7)    40.5% 
 
 Revenue                                       108.7          93.5    16.3% 
--------------------------------------  ------------  ------------ 
 Revenue split by product: 
  Software                                      67.1          57.8    16.1% 
  Hardware                                      24.1          20.9    15.3% 
  Services internal(1)                          15.5          13.4    15.7% 
  Services external(2)                           2.0           1.4    42.9% 
--------------------------------------  ------------  ------------ 
 
 Gross profit (GP)                              75.3          65.5    15.0% 
--------------------------------------  ------------  ------------ 
  GP / GII %                                    7.0%          8.3% 
  Gross margin %                               69.3%         70.1% 
 
 Administrative expenses                        44.7          38.2    17.0% 
--------------------------------------  ------------  ------------ 
 Administrative expenses split: 
  Employee costs                                35.7          29.7    20.2% 
  Other administrative expenses                  9.0           8.5     5.9% 
 
 Operating profit                               30.6          27.3    12.1% 
--------------------------------------  ------------  ------------ 
 Add back: 
  Share-based payments                           2.9           1.7    70.6% 
  Amortisation of acquired intangible 
   assets                                        0.4           0.8   -50.0% 
 
 Adjusted operating profit (AOP)                33.9          29.8    13.8% 
--------------------------------------  ------------  ------------ 
 
 Interest receivable                             2.9           0.0 
 Finance costs                                 (0.3)         (0.3) 
 Share of profit of associate(3)                 0.1           0.0 
 Profit before tax                              33.3          27.0    23.3% 
--------------------------------------  ------------  ------------ 
 
 Income tax expense                            (7.9)         (5.3)    49.1% 
 
 Profit after tax                               25.4          21.7    17.1% 
--------------------------------------  ------------  ------------ 
 
 

(1) Provision of services to customers using the Group's own internal resources

(2) Provision of services to customers using third party contractors

(3) Cloud Bridge Technologies 25.1% share of profits since April 2023

Overview of H1 FY24 results

H1 FY24 has seen continued double-digit growth across all our key performance measures. With hybrid working widespread across our whole customer base, and heightened requirements around cybersecurity, customers have continued to engage with us to support their move into the cloud, or extending their presence in it, with more sophisticated and resilient security, support, and managed service solutions. This has resulted in operating profit increasing by 12.1% to GBP30.6 million (H1 FY23: GBP27.3 million) and AOP growing by a slightly higher 13.8% year on year from GBP29.8 million to GBP33.9 million. The adjusted operating profit excludes the impact of a mortisation of acquired intangible assets and share-based payment charges which do not reflect the underlying day-to-day performance of the Group.

Gross invoiced income (GII)

GII reflects gross income billed to our customers, with some small adjustments for deferred and accrued items (mainly relating to managed service contracts where the income is recognised over time). We believe that GII is the most useful measure to evaluate our sales performance, volume of transactions and rate of growth. GII has a direct influence on our movements in working capital, reflects our risks and demonstrates the performance of our sales teams. Therefore, it is the income measure which is most recognisable amongst our staff, and we believe most relevant to our customers, suppliers, investors, and shareholders for them to understand our business.

GII has increased by 37.6% year on year, with growth spread across all the business's income streams, but most significant for software which remains the core focus, contributing 95% of the total GII for the six months (H1 FY23: 94%). The Group's already substantial presence in the public sector, has been bolstered by a number of key strategic and substantial wins relating to government Microsoft Enterprise Agreements where the Group bids under highly competitive tenders, either for single contracts or for several public body contracts in aggregate, the latter enabling the Group to gain multiple new clients from a single bid process.

This continual high level of government investment in IT technologies, and the Group's success in winning new contracts, has resulted in our public sector GII increasing by GBP221.9 million, up 44.4%, to GBP721.7 million (H1 FY23: GBP499.8 million). Our corporate GII increased by GBP73.5 million to GBP359.9 million (H1 FY23: GBP286.4 million), representing a very pleasing rise of 25.7%.

This means that our overall GII mix has moved slightly compared to last year with 67% in public sector (H1 FY23: 64%) against corporate of 33% (H1 FY23: 36%)

Revenue

Revenue is reported in accordance with IFRS 15 Revenue from Contracts with Customers. Under this reporting standard, we are required to exercise judgment to determine whether the Group is acting as principal or agent in performing its contractual obligations. Revenue in respect of contracts for which the Group is determined to be acting as an agent is recognised on a 'net' basis, that is, the gross profit achieved on the contract and not the gross income billed to the customer.

Our judgements around this area are set out in notes 1.4 and 1.11 of the full year financial statements for the year ended 28 February 2023. In summary, software and external services revenue is treated on an agency basis whilst hardware and internal services revenue is treated as principal.

It should be noted that GII, gross profit, operating profit, and profit before and after taxes are not affected by these judgements, neither are the consolidated statements of financial position, cashflows and changes in equity.

With the significant increase in software GII, as noted above, and its treatment on a net, or agency, basis, the 16.3% increase in revenue in the six months is lower than the rise in GII.

Gross profit (GP) and gross profit/GII (GP/GII%)

Gross profit increased by 15.0% to GBP75.3 million (H1 FY23: GBP65.5 million).

This growth is less than that for GII due to the high level of new or renewed GII derived from the public sector and the highly competitive nature of the tendering process, governed under the Crown Commercial Services framework agreements. This has meant that large software contracts, most notably with Microsoft, have been won or renewed at reduced margins. This tends to be particularly prevalent in the first year of new agreements with public sector entities, and as a result we have seen a reduction on our GP/GII% in the first 6 months to 7.0% (H1 FY23: 8.3%). That said, if the impact of the two largest new contracts is removed from the calculation, the percentage reverts to 8.3%, therefore equivalent to last year and demonstrating the overall strong performance of the business in maintaining its margins.

Deals such as these are consistent with the Group's strategy of winning new customers and then expanding share of wallet. Our objective is to ensure we build our profitability within each contract over its term, typically 3 to 5 years, by adding additional higher margin products into the original agreement as the customers' requirements grow and become more advanced. This is further enhanced by focusing on selling our wide range of solutions offerings and higher margin security products, whilst maximising our vendor incentives through achievement of technical certifications. We track these customers individually to ensure that the strategy delivers value for the business, and our other stakeholders over the duration of the contracts.

Our long standing relationships with our customers and high levels of repeat business is again demonstrated in H1 FY24 with 98% of our GP coming from customers that we also traded with last year (H1 FY23: 97%), at a renewal rate of 113% (which measures the GP from existing customers this period compared to total GP in the prior period), which also demonstrates our ability to increase our share of wallet with our customers.

Administrative expenses

This includes employee costs and other administrative expenses as set out below.

Employee costs

Our success in growing GII and GP continues to be as a direct result of the investments we have made over the years in our front-line sales teams, vendor and technology specialists, service delivery staff and technical support personnel, backed up by our marketing, operations, and finance teams. It has been, and will remain, a carefully managed aspect of our business.

In addition to continuing to hire in line with growth, our commitment to develop, promote and expand from within the existing employee base, giving our people careers rather than just employment, is at the heart of our progress as a business. This has contributed to long tenure from our employees which in turn supports the long relationships we have established with our customers, vendors, and partners. This is at the very heart of our low employee churn rate, the growth in gross profit per customer and our high customer retention rate.

During the period we have seen total staff numbers rise above 1,000 for the first time, to 1,026 on our August 2023 payroll, up by 10% from the year-end position of 930 on 28 February 2023. Employee costs included in administrative expenses rose by 20.2% to GBP35.7 million (H1 FY23: GBP29.7 million) but excluding share-based payments of GBP2.9 million (H1 FY23: GBP1.7 million), the rise was lower at 17.1%.

Other administrative expenses

Other administrative expenses increased by 5.9% to GBP9.0 million (H1 FY23: GBP8.5 million). This increase included additional spend on internal systems, professional fees, staff welfare and travel costs. This reflects the costs of running, and investing in, a growing organisation and in operating a listed Group, including evolving our governance structure, controls, and processes with the support of our professional advisors.

Adjusted operating profit and operating profit

Adjusted operating profit excludes, from operating profit, the effects of:

- Share based payment charges as, whilst new employee share schemes are being launched, the charge to the income statement will increase each year. Accordingly, the charge for the current year has risen to GBP2.9 million, compared to GBP1.7 million last year.

- Amortisation of acquired intangibles as this cost only appears as a consolidation item and does not arise from ordinary operating activities.

We believe that adjusted operating profit is a meaningful measure which the Board can use to effectively evaluate our profitability, performance, and ongoing quality of earnings. Adjusted operating profit in H1 FY24 increased to GBP33.9 million (H1 FY23: GBP29.8 million), representing growth of 13.8%. Our operating profit increased from GBP27.3 million to GBP30.6 million equating to an increase of 12.1%.

Adjusted operating profit as a percentage of GP is one of the Group's key alternative performance indicators, being a measure of the Group's operational effectiveness in running day-to-day operations. We set a target of no less than 40% and we have again achieved this, with a ratio of 45.0% (H1 FY23: 45.5%).

Interest receivable and finance costs

This period has seen significant interest being earned from money market deposits, totalling GBP2.9 million in the 6 months (H1 FY23: nil), as interest rates have risen steeply. This has resulted in our profit before tax growing by 23.3% to GBP33.3 million (H1 FY23: GBP27.0 million).

Our finance costs largely comprise arrangement and commitment fees associated to our revolving credit facility (RCF), noting that to date the Group has not drawn down any amount. This balance also includes a small amount of finance lease interest on our right-of-use assets, increasing slightly in the current period due to the introduction of a staff electric vehicle (EV) scheme.

Share of profit in associate

Following the acquisition of a 25.1% interest in Cloud Bridge Technologies in April 2023, in accordance with IAS 28 Investments in Associates, we have accounted for the Group's share of its profits since the date of our investment, GBP0.1 million for the 5-month period.

Income tax expense

The 49.1% rise in our income tax expense to GBP7.9 million (H1 FY23: GBP5.3 million) reflects the growth in profits and the increase in the UK corporate tax rate from 19% to 25% effective from 1 April 2023.

Profit after tax increased by 17.1% to GBP25.4 million (H1 FY23: GBP21.7 million), underlining our growth in operating profits and with the impact of higher tax rates largely offset by the increase in interest income.

Balance sheet and cashflow

Closing net assets stood at GBP60.0 million (31 August 22: GBP46.1 million) including the Group's GBP3.1 million interest (25.1%) in Cloud Bridge Technologies, acquired in April 2023. Closing net current assets were GBP5.2 million (31 August 22: (GBP1.6) million).

Cash at the end of the period was GBP51.7 million (31 August 22: GBP35.8 million) which is after the payment of dividends totalling GBP30.2 million during the 6 months, being the final and special dividends for FY23.

Cash flow from operations after payments for fixed assets (free cash flow) was strong during the reporting period, generating a positive net inflow of GBP16.5 million (H1 FY23: (GBP0.8) million). Consequently, t he Group's cash conversion ratio for the period (free cash flow divided by AOP) was 48.7% (H1 FY23: (2.8)%).

The difference to the prior half year illustrates the sensitivity of this ratio to even small delays in payments from customers, particularly when measured over a fixed period rather than on a rolling 12 month basis. This makes it susceptible to short-term, but potentially high value, timing of customer receipts.

Our rolling cash conversion for the year ended 31 August 2023 stood at 107.2%, (year ended 31 August 2022: 65.3%) and the Group has now delivered a cumulative cash conversion ratio above 100% since 1 March 2017 which is in line with our sustainable annual cash conversion target.

Over our half year fixed periods, we expect H1 cash conversion to be lower than H2 due to the timing of receipts and payments in relation to some our largest Microsoft software enterprise agreements. For our public sector customers in particular, many of the agreement anniversaries fall on 1 April, aligned to the public sector year end. With these orders needing to be placed at least 30 days ahead of anniversary we often see the customers pay us prior to the end of our financial year (in H2), whilst the corresponding payments to Microsoft do not fall due until the first quarter of the following year (in H1)..

If required, the group has access to a committed revolving credit facility (RCF) of GBP30 million with HSBC. The facility commenced on 17 May 2023, replacing the Group's previous facility for the same amount and runs for three years, until 17 May 2026. To date, the Group has not utilised the facility.

Interim dividend

As stated above, the Group's dividend policy is to distribute 40% of post-tax pre-exceptional earnings to shareholders. Accordingly, the Board is pleased to declare a gross interim dividend of 2.7 pence per share. The aggregate amount of the interim dividend expected to be paid out of retained earnings at 31 August 2023, but not recognised as a liability at the end of the half year, is GBP6.5 million.

The salient dates applicable to the dividend are as follows:

 
 Dividend announcement date                     Wednesday, 25 October 
                                                 2023 
 Currency conversion determined and announced   Monday, 13 November 2023 
  together with the South African (SA) tax 
  treatment on SENS by 11.00 
                                               -------------------------- 
 Last day to trade cum dividend (SA register)   Tuesday, 14 November 2023 
                                               -------------------------- 
 Commence trading ex-dividend (SA register)     Wednesday, 15 November 
                                                 2023 
                                               -------------------------- 
 Last day to trade cum dividend (UK register)   Wednesday, 15 November 
                                                 2023 
                                               -------------------------- 
 Commence trading ex-dividend (UK register)     Thursday, 16 November 
                                                 2023 
                                               -------------------------- 
 Record date                                    Friday, 17 November 2023 
                                               -------------------------- 
 Payment date                                   Friday, 1 December 2023 
                                               -------------------------- 
 

Additional information required by the Johannesburg Stock Exchange:

The GBP:ZAR currency conversion will be determined and published on SENS on Monday, 13 November 2023

1. A dividend withholding tax of 20% will be applicable to all shareholders on the South African register unless a shareholder qualifies for exemption not to pay such dividend withholding tax.

   2.    The dividend payment will be made from a foreign source (UK). 

3. At 25 October 2023, being the declaration announcement date of the dividend, the Company had a total of 239,482,333 shares in issue (with no treasury shares).

4. No transfers of shareholdings to and from South Africa will be permitted between Tuesday, 14 November 2023 and Friday, 17 November 2023 (both dates inclusive). No dematerialisation or rematerialisation orders will be permitted between Wednesday, 15 November 2023 and Friday, 17 November 2023 (both dates inclusive).

Principal risks

The Group Board has overall responsibility for risk. This includes establishing and maintaining our risk management framework and internal control systems and setting our risk appetite. In doing this it receives support from our Audit Committee, our internal audit partner, and our executive management teams. However, through their skills and diligence, everyone in the Group plays a part in protecting our business from risk and making the most of our opportunities.

We have identified principal risks and uncertainties that could have a significant impact on the Group's operations, which we assign to four categories: financial, strategic, process and systems, and operational. BTG's management review each principal risk looking at its level of severity, where it overlaps with other risks, the speed at which it is changing, and its relevance to the Group. We consider the principal risks both individually and collectively, so that we can appreciate the interplay between them and understand the entire risk landscape.

We continue to closely monitor new and emerging risks, including the ongoing global risk of climate change and sustainability. We also determined that social change may represent a future risk. Changes to people's needs and perspectives, as happened when priorities shifted during the pandemic, and more generally with younger generations, may affect our ability to attract and retain talent. Like many risks, these could provide opportunities as well as downsides. For example, inflation might encourage customers to spend more on automation with us or, on the other hand, to cut investment in IT. We have mitigating plans to cover these different outcomes, such as broadening our portfolio of vendors and the solutions we can offer.

The invasion of Ukraine continues to affect the global economy, contributing to higher energy prices and inflation over the past year. We recognise the impact of this increased cost of living on our employees' welfare. These conditions are expected to continue into the next financial year, and we have maintained this as a principal risk.

Cybersecurity continues to be a risk, heightened by the current geopolitical uncertainties in the Ukraine and Middle East. Our chief information security officer function and technology solutions reduce our risk, but the residual is covered by cyber insurance. This insurance has been renewed, at a greater cost than in the previous year, due to the increased threat level.

Although we performed strongly and managed risks well in the FY23 and continuing into H1 FY24, we have made some amendments to our principal and emerging risks to account for changes in the market, society and with our vendors.

These changes comprise:

New principal risks:

   --     'Climate change and sustainability' moved from an emerging risk to a principal risk re-named 'Sustainability / ESG'. Whilst the physical threats from climate change will remain as emerging, the elevated principal risk relates to regulatory requirement changes as well as keeping ahead of expectations from investors, employees, customers, and other stakeholders. 

-- New principal risk in 'Supply chain management'. Risk is based on the time and effort to manage the supply chain with increasing focus on compliance, audits, sustainability, and reporting.

New emerging risk:

-- New emerging risk added for the 'Impacts of AI and Machine Learning' due to the potential of this technology to change the IT and working landscape and the associated risks from moral, legal, and ethical standpoints.

Existing principal risks with updated focus:

-- 'Economic disruption' risk expanded to focus on economic impacts affecting our customers, in addition to the existing risk to ourselves.

-- 'Inflation' risk expanded to focus on the internal impact to our workforce, in addition to the existing risk to the business.

-- 'Increasing debtor risk' re-defined as 'Working Capital' risk, to include risk of vendors changing their payment terms, in addition to the existing risk of an increased age debt profile.

-- 'Competition' risk definition expanded to include the evolution of the competitor landscape, such as through AI and direct purchasing platforms and marketplaces.

-- 'Relevance and emerging technologies' risk expanded to include the need to use new technologies internally to remain agile and productive, in addition to the existing need to offer cutting edge products and relevant services to our customers.

-- 'Business continuity failure' risk expanded to include risk to and from people, such as insider threats, in addition to the existing risk of failure to our internal systems or IT infrastructure.

-- 'Attract and retain staff whilst keeping our culture' risk amended to replace the general existing "skills shortage in the IT sector" with a more specific skills shortage in emerging areas, such as AI, where expertise is in high demand.

Full details of the updated principal risks and uncertainties that the Board believes could have a significant effect on the Group's financial performance are:

 
   FINANCIAL   1 ECONOMIC DISRUPTION                                             Risk owner CEO 
               The risk                                                          How we manage it 
                This includes the impact of                                       We have so far continued to perform 
                the crisis in Ukraine, the uncertainties                          well during the conflict in Ukraine, 
                caused by global economic pressures                               and under the current effects 
                and geopolitical risk within                                      of inflation, the cost-of-living 
                the UK post-Brexit.                                               crisis and leaving the EU. 
 
                                                                                  Despite the economic shocks of 
                                                                                  the past year and continued pressure 
                                                                                  from the Ukraine conflict, we 
                                                                                  have not seen an adverse impact 
                                                                                  on our business. 
 
                                                                                  These real-life experiences have 
                                                                                  shown us to be resilient through 
                                                                                  tough economic conditions. The 
                                                                                  diversity of our client base has 
                                                                                  also helped to maintain and increase 
                                                                                  business in this period. We are 
                                                                                  not complacent, however - economic 
                                                                                  disruption remains a risk and 
                                                                                  we keep operations under constant 
                                                                                  review. 
 
                                                                                  Our continued focus on software 
                                                                                  asset management means that we 
                                                                                  continue to advise customers in 
                                                                                  the most cost-effective ways to 
                                                                                  fulfil their software needs. Changes 
                                                                                  to economic conditions mean many 
                                                                                  organisations will look to IT 
                                                                                  to drive growth and/or efficiency. 
                                                                                  Externally, we have seen in increase 
                                                                                  in customers looking to avoid 
                                                                                  increased staff costs through 
                                                                                  outsourcing their IT via Managed 
                                                                                  Services. This may create an opportunity 
                                                                                  to accelerate our service offerings 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                Major economic disruption - 
                including the risk of continuing 
                high inflation (see below) and 
                potentially higher taxes - could 
                see reduced demand for software 
                licensing, hardware, and IT 
                services, which could be compounded 
                by government controls. Lower 
                demand could also arise from 
                reduced customer budgets, cautious 
                spending patterns or clients 
                'making do' with existing IT. 
 
                Economic disruption could also 
                affect the major financial markets, 
                including currencies, interest 
                rates and the cost of borrowing. 
                Economic deterioration like 
                this could have an impact on 
                our business performance and 
                profitability. 
 
                High inflation could create 
                an environment in which customers 
                redirect their spending from 
                new IT projects to more pressing 
                needs. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               2 MARGIN PRESSURE                                                 Risk owner MDs of subsidiary 
                                                                                  businesses 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          Profit margins are affected by 
                BTG faces pressure on profit                                      many factors at customer and micro 
                margins from myriad directions,                                   levels. We can control some of 
                including increased competition,                                  the factors that influence our 
                changes in vendors' commercial                                    margins; however, some factors, 
                behaviour, certain offerings                                      such as economic and political 
                being commoditised and changes                                    ones, are beyond our control. 
                in customer mix or preferences. 
                                                                                  In the past year we have sought 
                                                                                  to increase margins where possible; 
                                                                                  cost increases from vendors have 
                                                                                  grown our margins organically. 
                                                                                  Our diverse portfolio of offerings, 
                                                                                  with a mix of vendors as well 
                                                                                  as a mix of software and services, 
                                                                                  has enabled us to absorb any changes 
                                                                                  - and we continue to innovate 
                                                                                  to find new ways to deliver more 
                                                                                  value for our clients. Services 
                                                                                  delivered internally are consistently 
                                                                                  measured against competition to 
                                                                                  ensure we remain competitive and 
                                                                                  maximise margins. 
 
                                                                                  We aim to agree acceptable profit 
                                                                                  margins with 
                                                                                  customers upfront. Keeping the 
                                                                                  correct level of certification 
                                                                                  by vendor, early deal registration 
                                                                                  and rebate management are three 
                                                                                  methods deployed to ensure we 
                                                                                  are procuring at the lowest cost 
                                                                                  and maximising incentives earned. 
 
                                                                                  This risk area is reviewed monthly. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                These changes could have an 
                impact on our business performance 
                and profitability. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               3 CHANGES TO VORS' COMMERCIAL                                  Risk owner CEO 
                MODEL 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                BTG receives incentive income                                     We maintain a diverse portfolio 
                from our vendor partners and                                      of vendor products and services. 
                their distributors. This partially                                Although we receive major sources 
                offsets our costs of sales but                                    of funding from specific vendor 
                could be significantly reduced                                    programmes, if one source declines, 
                or eliminated if the commercial                                   we can offset it by gaining new 
                models are changed significantly.                                 certifications in, and selling, 
                                                                                  other technologies where new funding 
                                                                                  is available. 
 
                                                                                  We closely monitor incentive income 
                                                                                  and make sure staff are aligned 
                                                                                  to meet vendor partner goals so 
                                                                                  that we don't lose out on these 
                                                                                  incentives. Close and regular 
                                                                                  communication with all our major 
                                                                                  vendor partners and distributors 
                                                                                  means we can manage this risk 
                                                                                  appropriately. In some areas we 
                                                                                  have seen a positive change from 
                                                                                  vendor commercials, where we have 
                                                                                  been able to adapt practices. 
 
                                                                                  The materiality of this risk has 
                                                                                  not yet been realised, but it 
                                                                                  remains a risk. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                These incentives are very valuable 
                and contribute to our operational 
                profits. Significant changes 
                to the commercial models could 
                put pressure on our profitability. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               4 INFLATION (internal impacts)                                    Risk owner CFO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                Inflation in the UK, as measured                                  Staff costs constitute the majority 
                by the Consumer Price Index                                       of our overheads, therefore our 
                (CPI), is currently 6.7% in                                       attention is focused on our staff 
                the year to August 2023, which                                    and their ability to cope with 
                is driven by three main drivers:                                  the rising cost of living. 
                Electricity/gas, transport costs 
                and food/non-alcoholic beverages                                  At the start of FY 2023/24 wage 
                                                                                  increases, of varying levels, 
                                                                                  with a greater percentage to lower 
                                                                                  paid staff were rolled out across 
                                                                                  the employee base. This is to 
                                                                                  assist our employees in maintaining 
                                                                                  their standard of living and being 
                                                                                  able to keep up with the essentials 
                                                                                  such as rent / mortgage payments, 
                                                                                  energy bills, food bills. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                Wage inflation, increased fuel 
                and energy costs have a direct 
                impact on our underlying cost 
                base. 
 
                If our competitors increase 
                wages to a higher level, then 
                we potentially have a risk in 
                retaining and attracting staff 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               5 WORKING CAPITAL                                                 Risk owner CFO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                As customers face the challenges                                  Our credit collections teams are 
                of inflation and rising interest                                  focused on collecting customer 
                rates in the current economic                                     debts on term and maintaining 
                environment, there is a greater                                   our debtor days at targeted levels. 
                risk of an increasing aged debt                                   Debt collection is reported and 
                profile, with customers slower                                    analysed continually and escalated 
                to pay and the possibility of                                     to senior management as required. 
                bad debts. 
                                                                                  A large part of a successful outcome 
                Vendors changing payment terms,                                   is maintaining strong, open relationships 
                could also have a significant                                     with our customers, understanding 
                impact                                                            their issues, and ensuring our 
                                                                                  billing systems deliver accurate, 
                                                                                  clear, and timely invoicing so 
                                                                                  that queries can be quickly resolved. 
 
                                                                                  We have similarly strong relationships 
                                                                                  with vendors and suppliers such 
                                                                                  that, if necessary, we are able 
                                                                                  to negotiate payment terms. This 
                                                                                  is facilitated by ensuring that 
                                                                                  invoices are paid on time so there 
                                                                                  is less likelihood of terms being 
                                                                                  tightened. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                This could adversely affect 
                the businesses profitability 
                and/or cashflow 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
   STRATEGIC   6 VOR CONCENTRATION                                            Risk owner CEO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                Over reliance on any one technology                               We work with our vendors as partners 
                or supplier could pose a potential                                - it is a relationship of mutual 
                risk, should that technology                                      dependency since we are their 
                be superseded, be exposed to                                      route to the end customer. We 
                economic down cycles, or the                                      maintain excellent relationships 
                vendor fails to innovate ahead                                    with all our vendors, and have 
                of customer demands.                                              a particularly good relationship 
                                                                                  with Microsoft, which relies on 
                                                                                  us as a key partner in the UK. 
                                                                                  Our growth plans, which involve 
                                                                                  developing business with all our 
                                                                                  vendors, will naturally reduce 
                                                                                  the risk of relying too heavily 
                                                                                  on any single one. 
 
                                                                                  Hardware is not a core element 
                                                                                  of our business, but is a growing 
                                                                                  sector, so we will be monitoring 
                                                                                  supply closely. However, we monitor 
                                                                                  the geopolitical situation, continuously 
                                                                                  and work closely with suppliers 
                                                                                  and industry bodies to identify 
                                                                                  any potential supply chain disruptions 
                                                                                  and impacts. This enables us to 
                                                                                  remain fully informed, so that 
                                                                                  we can respond quickly should 
                                                                                  the landscape change, to ensure 
                                                                                  that we have diverse supply routes. 
                                                                                  With a diverse portfolio of suppliers 
                                                                                  and vendors we are able to offer 
                                                                                  alternatives to customers if there 
                                                                                  is a particular vendor with a 
                                                                                  supply issue. 
 
                                                                                  As this risk is largely driven 
                                                                                  by geopolitical and macroeconomic 
                                                                                  factors, we maintain a watching 
                                                                                  brief so that we can react swiftly 
                                                                                  if required. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                Too heavy a reliance on any 
                one vendor could have an adverse 
                effect on our financial performance, 
                should that relationship break 
                down. 
 
                Geopolitically, global shortages 
                of computer hardware, components 
                and chips could occur, which 
                might limit our, and our customers', 
                ability to purchase hardware 
                for internal use. This could 
                lead to delays in customers 
                purchasing software, which is 
                linked to, or dependent on, 
                the hardware being available. 
                Reduced access to computer chips 
                could also slow down vendor 
                innovation, leading to delays 
                in the creation of new technology 
                to resell to customers. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               7 COMPETITION                                                     Risk owner CEO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
                    The risk                                                     How we manage it 
                     Competition in the UK IT market,                             We closely watch commercial and 
                     or the commoditisation of IT                                 technological developments in 
                     products, may result in BTG                                  our markets. 
                     being unable to win or maintain 
                     market share.                                                The threat of disintermediation 
                                                                                  by vendors has always been present. 
                     Mergers and acquisitions have                                We minimise this threat by continuing 
                     consolidated our distribution                                to increase the added value we 
                     network and absorbed specialist                              bring to customers directly. This 
                     services companies. This has                                 reduces clients' desire to deal 
                     caused overlap with our own                                  directly with vendors. 
                     offerings. 
                                                                                  Equally, vendors cannot engage 
                     The vendor landscape continues                               with millions of organisations 
                     to evolve through,                                           globally without the sort of well-established 
                      *    Increased use of AI                                    network of intermediaries that 
                                                                                  we have. 
 
                      *    Potential move to direct vendor resale to end          We currently work with AWS Marketplace 
                           customers (disintermediation)                          and can sell our other vendors' 
                                                                                  products through their platform, 
                                                                                  which gives discounts to the customer 
                      *    platforms, like marketplaces, with direct sales to     versus buying directly. 
                           customers could also be viewed as disintermediation 
                                                                                  Artificial Intelligence / Machine 
                                                                                  Learning have been identified 
                                                                                  as a new emerging risk, and so 
                                                                                  will be monitored and explored 
                                                                                  for risks and opportunities to 
                                                                                  the business. 
 
                                                                                  Currently, there's no sign of 
                                                                                  commoditisation of any kind that 
                                                                                  would be a serious threat to the 
                                                                                  business model in the short or 
                                                                                  medium term. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                This would have a material adverse 
                impact on our business and profitability. 
 
                A huge change would need a big 
                shift in business operations, 
                including a strategic overhaul 
                of the products, solutions, 
                and services that we offer to 
                the market. 
 
                Further consolidation could 
                lead to less competition between 
                vendors and cause prices to 
                value-added resellers, like 
                us, to rise and service levels 
                to fall. Direct resale to customers 
                could also increase. 
 
                This could erode reseller margins, 
                given the purchase cost is less 
                for the distributor than the 
                reseller. This could reduce 
                our market, margin, and profits. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               8 RELEVANCE AND EMERGING TECHNOLOGY                               Risk owner CEO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                               How we manage it 
                As the technology and security                                        We stay relevant to our customers 
                markets evolve rapidly and become                                     by: 
                more complex, the risk exists                                          *    Continuing to offer them expert advice and innovative 
                that we might not keep pace                                                 solutions. 
                and so fail to be considered 
                for new opportunities by our 
                customers.                                                             *    Specialising in high-demand areas 
 
 
                                                                                       *    Holding superior levels of certification 
 
 
                                                                                       *    Maintaining our good reputation and helping clients 
                                                                                            find the right solutions in a complex, often 
                                                                                            confusing IT marketplace. 
 
 
                                                                                      We defend our position by keeping 
                                                                                      abreast of new technologies and 
                                                                                      the innovators who develop them. 
                                                                                      We do this, for example, by running 
                                                                                      a cyber accelerator programme 
                                                                                      for new and emerging solution 
                                                                                      providers, joining industry forums, 
                                                                                      and sitting on new technology 
                                                                                      committees. We have expanded the 
                                                                                      number and range of our subject 
                                                                                      matter experts, who stay ahead 
                                                                                      of developments in their areas 
                                                                                      and communicate this internally 
                                                                                      and externally. 
 
                                                                                      By identifying and developing 
                                                                                      bonds with emerging companies, 
                                                                                      we maintain good relationships 
                                                                                      with them as they grow and give 
                                                                                      our customers access to their 
                                                                                      technologies. This is core to 
                                                                                      our business, so the risk from 
                                                                                      this is relatively low. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                As customers have wide choice 
                and endless opportunities to 
                research options, if we do not 
                offer cutting-edge products 
                and relevant services, we could 
                lose sales and customers, which 
                would affect our profitability. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
   PROCESSES   9 CYBERTHREATS - DIRECT AND                                       Risk owner Chief Information 
 AND SYSTEMS    INDIRECT                                                          Security Officer 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                Breaches in the security of                                       We use intelligence-driven analysis, 
                electronic and other confidential                                 including research by our internal 
                information that BTG collects,                                    digital forensics team, to protect 
                processes, stores and transmits                                   ourselves. 
                may give rise to significant 
                liabilities and reputational                                      This work provides insights into 
                damage.                                                           vulnerable areas and the effects 
                                                                                  of any breaches, which allow us 
                                                                                  to strengthen our security controls. 
 
                                                                                  We have established controls that 
                                                                                  separate customer systems and 
                                                                                  mitigate cross-breaches. Our cyberthreat-level 
                                                                                  system also lets us tailor our 
                                                                                  approach and controls in line 
                                                                                  with any intelligence we receive. 
                                                                                  Our two subsidiaries share insights 
                                                                                  and examples of good practice 
                                                                                  on security controls with one 
                                                                                  another and the security operations 
                                                                                  centre located at Phoenix Software's 
                                                                                  offices provide the whole business 
                                                                                  with up-to-date threat analysis. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                If a hacker accessed our IT 
                systems, they could infiltrate 
                one or more of our customer 
                areas. This could provide indirect 
                access, or the intelligence 
                required to compromise or access 
                a customer environment. 
 
                This would increase the chance 
                of first- and third-party risk 
                liability, with the possible 
                effects of regulatory breaches, 
                loss of confidence in our business, 
                reputational damage, and potential 
                financial penalties. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
 OPERATIONAL   10 BUSINESS CONTINUITY FAILURE                                    Risk owner CFO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          Our Chief Technology Officer and 
                Any failure or disruption of                                      Head of IT effectively manage 
                BTG's people, processes and                                       and oversee our IT infrastructure, 
                IT infrastructure to a degree                                     network, systems, and business 
                that may negatively affect our                                    applications. All Operational 
                ability deliver to our customers,                                 teams are focussed on the latest 
                reputational damage and losing                                    vendor products and educate sales 
                market share.                                                     teams appropriately. Regular IT 
                                                                                  audits have identified areas of 
                                                                                  improvements and ongoing reviews 
                                                                                  make sure we have a high level 
                                                                                  of compliance and uptime. This 
                                                                                  means our systems are highly effective 
                                                                                  and fit for purpose. 
 
                                                                                  For business continuity, we use 
                                                                                  different locations, sites, and 
                                                                                  solutions to limit the impact 
                                                                                  of service outage to customers. 
                                                                                  Where possible, we use active 
                                                                                  resilience solutions - designed 
                                                                                  to withstand or prevent loss of 
                                                                                  services in an unplanned event 
                                                                                  - rather than just disaster-recovery 
                                                                                  solutions and facilities, which 
                                                                                  restore normal operations after 
                                                                                  an incident. 
 
                                                                                  Employees are encouraged to work 
                                                                                  from home or take time off when 
                                                                                  sick, to avoid spreading diseases 
                                                                                  within the workplace. There are 
                                                                                  also processes to ensure that 
                                                                                  there isn't a single point of 
                                                                                  failure and resiliency is built 
                                                                                  into the employees' skillsets. 
                                                                                  Increased Automation means a heavier 
                                                                                  reliance on technology. Reduce 
                                                                                  human error, but increase reliance 
                                                                                  on other vendors potentially 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                Systems and IT infrastructure 
                are key to our operational effectiveness. 
                Failures or significant downtime 
                could hinder our ability to 
                serve customers, sell solutions 
                or invoice. 
                Major outages in systems that 
                provide customer services could 
                limit clients' ability to extract 
                crucial information from their 
                systems or manage their software. 
 
                People are a huge part of our 
                operational success and processes 
                rely on people as much as technology 
                to be able to deliver effectively 
                to our customers. Insider threats, 
                either intentional or otherwise, 
                could cause issues to our ability 
                to deliver and damage our reputation. 
                Sickness and absence of employee, 
                if in significant number, such 
                as a communicable disease through 
                a particular team, could make 
                effective delivery difficult. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               11 ATTRACT AND RETAIN STAFF                                       Risk owner CEO 
                WHILE KEEPING OUR CULTURE 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
                    The risk                                                     How we manage it 
                    The success of BTG's business                                 We continually strive to be the 
                    and growth strategy depends                                   best company to work for in our 
                    on our ability to attract, recruit,                           sector. 
                    and retain a talented employee 
                    base. Being able to offer competitive                         One of the ways we manage this 
                    remuneration is an important                                  risk is by growing our own talent 
                    part of this.                                                 pools. We've used this approach 
                                                                                  successfully in our graduate intakes 
                    Three factors are affecting                                   for sales, for example. BTG also 
                    this:                                                         runs an extensive apprenticeship 
                     *    Inflation is still impacting salary expectations and    programme to create a new security 
                          wage growth.                                            skill set. 
 
                                                                                  Review Management bandwidth to 
                     *    Skills shortage in emerging, high demand areas, such    enable coaching time for new staff. 
                          as AI/ML. 
                                                                                  Maintaining our culture is important 
                                                                                  to retain current staff. That 
                     *    With remote or hybrid working becoming the norm,        small company feel is maintained 
                          potential employees in traditionally lower-paid         through regular communications, 
                          geographical regions are able to work remotely in       clubs, charity events and social 
                          higher-paying areas like London.                        events. We aim to absorb growth 
                                                                                  rate whilst keeping our culture. 
 
 
                    Maintaining BTG culture also 
                    affects the attraction and retention 
                    of staff, which growth can change. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The impact 
                Excessive wage inflation could 
                either drive up costs or mean 
                we are unable to attract or 
                retain the talent pool we need 
                to continue to deliver our planned 
                growth. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               12 SUSTAINABILITY / ESG                                           Risk owner CEO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                The growth in the importance                                      Our Board manages and monitors 
                of sustainability / ESG with                                      this risk closely, with oversight 
                our customers, investors, and                                     from the Audit Committee. The 
                employees, means we need to                                       Group appointed a Sustainability 
                stay at the forefront of reporting                                Manager in March 2023, to drive 
                and disclosures, whilst the                                       the reporting and initiatives, 
                requirements and standards are                                    whilst also working with an appointed 
                continually updated.                                              third party to provide guidance 
                                                                                  and assurance on reported data. 
 
                                                                                  The Sustainability Steerco enables 
                                                                                  decision makers from across Group 
                                                                                  and the individual Operating Companies 
                                                                                  to drive towards a common goal 
                                                                                  and report on challenges. 
 
                                                                                  Disclosures are made through several 
                                                                                  avenues and the feedback from 
                                                                                  these is used to develop changes 
                                                                                  in the business. Therefore, as 
                                                                                  the disclosure methodologies stay 
                                                                                  up to date, so should the business, 
                                                                                  where possible and relevant. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
                    The impact 
                     Falling behind our peers or 
                     expectations may lead to challenges 
                     in: 
                     1. Legal - Maintaining adherence 
                     with global standards. 
                     2. Maintaining customers - 
                     as they drive to reduce emissions. 
                     3. Investor relations - meeting 
                     criteria for ESG funds 
                     4. Attracting and maintaining 
                     Employees - as younger generations 
                     seek to work for more purpose 
                     driven businesses 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               13 SUPPLY CHAIN MANAGEMENT                                        Risk owner CEO 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
               The risk                                                          How we manage it 
                Failure to understand suppliers                                   Supplier set up forms include 
                may lead to regulatory, reputational,                             questions to ask suppliers to 
                and financial risks if they                                       disclose information relating 
                expose our business to practices                                  to compliance and adherence to 
                that we would not tolerate in                                     our Supplier Code of Conduct 
                our own operations. The time 
                and effort to monitor and audit                                   Any unethical, illegal, or corrupt 
                suppliers is considered a risk                                    behaviour that comes to light 
                                                                                  is escalated and appropriate actions 
                                                                                  is taken. 
 
                                                                                  Phoenix Software has appointed 
                                                                                  a Procurement Manager and Bytes 
                                                                                  Software Services has established 
                                                                                  a cross-disciplinary group to 
                                                                                  work on managing suppliers. 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
                    The impact 
                     Management of supply chains 
                     is important to the sustainability 
                     of the business from a legal, 
                     financial, reputational, ethical, 
                     and environmental viewpoint. 
 
                      *    Unethical working conditions & pay. 
 
 
                      *    Financial mismanagement and unethical behaviour 
 
 
                      *    Environmentally damaging 
 
 
                      *    Operations in sanctioned regions 
              ----------------------------------------------------------------  ----------------------------------------------------------------- 
 

Going concern disclosure

The Group performed a full going concern assessment for the 6 months ended 31 August 2023 undertaking the review and process set out in note 1.2. As outlined in the Chief Financial Officer's review above, trading during the period demonstrated the Group's strong performance and our resilient operating model. The Group has a healthy liquidity position with GBP51.7 million of cash and cash equivalents available at 31 August 2023. The Group also has access to a committed revolving credit facility that covers the going concern period to 28 February 2025 and which remains undrawn.

The directors have reviewed trading and liquidity forecasts for the Group, as well as continuing to monitor the effects of macro-economic, geopolitical and climate related risks on the business. The directors have also considered a number of key dependencies which are set out in the Group's principal risks report, and including BTG's exposure to inflation pressures, credit risk, liquidity risk, currency risk and foreign exchange risk. The Group continues to model its base case, severe but plausible and stressed scenarios, including mitigations, consistently with those disclosed in the annual financial statements for the year ended 28 February 2023, with the key assumptions summarised within the interim condensed financial statements below. Under all scenarios assessed, the Group would remain cash positive throughout the whole of the going concern period without needing to utilise the revolving credit facility.

Going concern conclusion

Based on the analysis described above, the Group has sufficient liquidity headroom through the forecast period. The directors therefore have reasonable expectation that the Group has the financial resources to enable it to continue in operational existence for the period up to 28 February 2025. Accordingly, the directors conclude it to be appropriate that the interim condensed consolidated financial statements be prepared on a going concern basis.

Responsibility statement pursuant to the Financial Services Authority's Disclosure and Transparency Rule 4 (DTR 4)

Each director of the company confirms that (solely for the purpose of DTR 4) to the best of his/her knowledge:

-- The financial information in this document, prepared in accordance with the applicable UK law and applicable accounting standards, gives a true and fair view of the assets, liabilities, financial position, and result of the Group taken as a whole.

-- The Chief Executive Officer's and Chief Financial Officer's reviews include a fair review of the development and performance of the business and the position of the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.

On behalf of the Board

   Neil Murphy                               Andrew Holden 
   Chief Executive Officer             Chief Financial Officer 

25 October 2023

Interim condensed consolidated statement of profit or loss

For the six months ended 31 August

 
                                                         Six months ended             Year 
                                                                                     ended 
                                                       31 August   31 August   28 February 
                                                            2023        2022          2023 
                                                       Unaudited   Unaudited       Audited 
                                                Note     GBP'000     GBP'000       GBP'000 
 Revenue                                           3     108,699      93,533       184,421 
 Cost of sales                                          (33,365)    (28,045)      (54,848) 
                                                      ----------  ----------  ------------ 
 Gross profit                                             75,334      65,488       129,573 
 Administrative expenses                                (44,725)    (37,000)      (77,753) 
 Increase in loss allowance 
  on trade receivables                                         -     (1,193)         (937) 
                                                      ----------  ----------  ------------ 
 Operating profit                                         30,609      27,295        50,883 
 Finance income                                    4       2,859           -             - 
 Finance costs                                     4       (244)       (255)         (491) 
 Share of profit of associate                      6         120           -             - 
                                                      ----------  ----------  ------------ 
 Profit before taxation                                   33,344      27,040        50,392 
 Income tax expense                                5     (7,956)     (5,333)       (9,971) 
                                                      ----------  ----------  ------------ 
 Profit after taxation                                    25,388      21,707        40,421 
                                                      ----------  ----------  ------------ 
 Profit for the period attributable to owners 
  of the parent company                                   25,388      21,707        40,421 
                                                      ----------  ----------  ------------ 
 
                                                           Pence       Pence         Pence 
 Basic earnings per ordinary 
  share                                           16       10.60        9.06         16.88 
 Diluted earnings per ordinary 
  share                                           16       10.17        8.74         16.28 
 
 

The consolidated statement of profit or loss has been prepared on the basis that all operations are continuing operations.

There are no items to be recognised in other comprehensive income and hence, the Group has not presented a statement of other comprehensive income.

Interim condensed consolidated statement of financial position

 
                                                 As at        As at          As at 
                                             31 August    31 August    28 February 
                                                  2023         2022           2023 
                                             Unaudited    Unaudited        Audited 
                                     Note      GBP'000      GBP'000        GBP'000 
 Assets 
 Non-current assets 
 Property, plant and equipment                   8,654        8,128          8,380 
 Right-of-use assets                             1,134          856            783 
 Intangible assets                              41,086       42,027         41,526 
 Investment in associate                6        3,147            -              - 
 Contract assets                                 3,020          109            397 
 Deferred tax assets                               436            -              - 
                                           -----------  -----------  ------------- 
 Total non-current assets                       57,477       51,120         51,086 
                                           -----------  -----------  ------------- 
 
 Current assets 
 Inventories                                        58           45             58 
 Contract assets                                13,985        4,206         10,684 
 Trade and other receivables            8      180,148      176,674        185,920 
 Cash and cash equivalents              9       51,663       35,756         73,019 
                                           -----------  -----------  ------------- 
 Total current assets                          245,854      216,681        269,681 
                                           -----------  -----------  ------------- 
 Total assets                                  303,331      267,801        320,767 
                                           -----------  -----------  ------------- 
 
 Liabilities 
 Non-current liabilities 
 Lease liabilities                             (1,170)        (897)          (917) 
 Contract liabilities                          (1,567)      (1,769)        (1,976) 
 Deferred tax liabilities                            -        (787)          (635) 
                                           -----------  -----------  ------------- 
 Total non-current liabilities                 (2,737)      (3,453)        (3,528) 
                                           -----------  -----------  ------------- 
 
 Current liabilities 
 Trade and other payables              10    (222,909)    (199,585)      (231,717) 
 Contract liabilities                         (16,046)     (18,265)       (23,914) 
 Current tax liabilities                       (1,460)        (239)           (36) 
 Lease liabilities                               (188)        (188)           (75) 
                                           -----------  -----------  ------------- 
 Total current liabilities                   (240,603)    (218,277)      (255,742) 
                                           -----------  -----------  ------------- 
 Total liabilities                           (243,340)    (221,730)      (259,270) 
                                           -----------  -----------  ------------- 
 Net assets                                     59,991       46,071         61,497 
                                           -----------  -----------  ------------- 
 
 Equity 
 Share capital                                   2,395        2,395          2,395 
 Share premium                                 633,636      633,636        633,636 
 Other reserves                                 10,516        4,775          7,235 
 Merger reserve                              (644,375)    (644,375)      (644,375) 
 Retained earnings                              57,819       49,640         62,606 
                                           -----------  -----------  ------------- 
 Total equity                                   59,991       46,071         61,497 
                                           -----------  -----------  ------------- 
 

Interim condensed consolidated statement of changes in equity (unaudited)

 
                                                         Attributable to owners of the company 
 
                                          Share     Share      Other      Merger   Retained      Total 
                                        capital   premium   reserves     reserve   earnings     equity 
                                Note    GBP'000   GBP'000    GBP'000     GBP'000    GBP'000    GBP'000 
 
 Balance at 1 March 
  2023                                    2,395   633,636      7,235   (644,375)     62,606     61,497 
 Total comprehensive income 
  for the period                            - -         -          -           -     25,388     25,388 
 Dividends paid 13(b)                       - -         -          -           -   (30,175)   (30,175) 
 Share-based payment transactions 
  15                                        - -         -      2,900           -          -      2,900 
 Deferred tax                               - -         -        381           -          -        381 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 Balance at 31 August 2023                2,395   633,636     10,516   (644,375)     57,819     59,991 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 
 
 
 Balance at 1 March 2022                  2,395   633,636      3,072   (644,375)     52,839     47,567 
 Total comprehensive income 
  for the period                            - -         -          -           -     21,707     21,707 
 Dividends paid                13(b)        - -         -          -           -   (24,906)   (24,906) 
 Share-based payment 
  transactions                    15        - -         -      1,702           -          -      1,702 
 Deferred tax                               - -         -          1           -          -          1 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 Balance at 31 August 
  2022                                    2,395   633,636      4,775   (644,375)     49,640     46,071 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 
 
 
 Balance at 1 March 
  2022                                    2,395   633,636      3,072   (644,375)     52,839     47,567 
 Total comprehensive income 
  for the period                            - -         -          -           -     40,421     40,421 
 Dividends paid                13(b)        - -         -          -           -   (30,654)   (30,654) 
 Share-based payment 
  transactions                    15        - -         -      4,188           -          -      4,188 
 Deferred tax                               - -         -       (25)           -          -       (25) 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 Balance at 28 February 
  2023                                    2,395   633,636      7,235   (644,375)     62,606     61,497 
                                      ---------  --------  ---------  ----------  ---------  --------- 
 

Interim condensed consolidated statement of cash flows

 
                                                        Period      Period     Year ended 
                                                      ended 31    ended 31    28 February 
                                                        August      August           2023 
                                                          2023        2022 
                                                     Unaudited   Unaudited        Audited 
                                              Note     GBP'000     GBP'000        GBP'000 
 Cash flows from operating activities 
 Cash generated from/(utilised by) 
  operations                                    11      17,417       (238)         48,889 
 Interest received                                       2,859           -              - 
 Interest paid                                           (196)       (229)          (443) 
 Income taxes paid                                     (7,222)     (5,276)       (10,295) 
                                                    ----------  ----------  ------------- 
 Net cash inflow/(outflow) from operating 
  activities                                            12,858     (5,743)         38,151 
 
 Cash flows from investing activities 
 Payments for property, plant and 
  equipment                                              (885)       (595)        (1,363) 
 Investment in associate                               (3,027)           -              - 
                                                    ----------  ----------  ------------- 
 Net cash outflow from investing 
  activities                                           (3,912)       (595)        (1,363) 
 
 Cash flows from financing activities 
 Principal elements of lease payments                    (127)       (118)          (233) 
 Dividends paid to shareholders              13(b)    (30,175)    (24,906)       (30,654) 
                                                    ----------  ----------  ------------- 
 Net cash outflow from financing 
  activities                                          (30,302)    (25,024)       (30,887) 
 
 Net (decrease)/increase in cash 
  and cash equivalents                                (21,356)    (31,362)          5,901 
 Cash and cash equivalents at the beginning 
  of the financial year                                 73,019      67,118         67,118 
                                                    ----------  ----------  ------------- 
 Cash and cash equivalents at end 
  of year                                        9      51,663      35,756         73,019 
                                                    ----------  ----------  ------------- 
 

Notes to the interim condensed consolidated financial statements

   1.   Accounting policies 
   1.1    General information 

The interim condensed consolidated financial statements of Bytes Technology Group plc, together with its subsidiaries ("the Group" or "the Bytes business") for the six months ended 31 August 2023 were authorised for issue in accordance with a resolution of the directors on 24 October 2023.

The Company is a public limited company, incorporated and domiciled in the UK. Its registered address is Bytes House, Randalls Way, Leatherhead, Surrey, KT22 7TW.

The Group is one of the UK's leading providers of IT software offerings and solutions, with a focus on cloud and security products. The Group enables effective and cost-efficient technology sourcing, adoption and management across software services, including in the areas of security and cloud. The Group aims to deliver the latest technology to a diverse and embedded non-consumer customer base and has a long track record of delivering strong financial performance. The Group has a primary listing on the Main Market of the London Stock Exchange (LSE) and a secondary listing on the Johannesburg Stock Exchange (JSE).

   1.2    Basis of preparation 

The annual consolidated financial statements of the Group will be prepared in accordance with UK-adopted International Accounting Standards ("UK-adopted IFRSs").

The interim condensed consolidated financial statements for the six months ended 31 August 2023 have been prepared in accordance with UK-adopted International Accounting Standard ("IAS") 34 Interim Financial Reporting.

The interim condensed consolidated financial statements have been reviewed, but not audited, by Ernst & Young LLP and were approved by the Board of Directors on 24 October 2023. The financial information contained in this report does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 28 February 2023, which were prepared in accordance with UK-International Accounting Standards in conformity with the requirements of the Companies Act 2006. The annual financial statements for the year ended 28 February 2023 were approved by the Board of Directors on 22 May 2023 and have been delivered to the registrar. The auditor's report on those financial statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.

The Group's interim condensed consolidated financial statements comprise the interim condensed consolidated statement of profit or loss, interim condensed consolidated statement of financial position, interim condensed consolidated statement of changes in equity and interim condensed consolidated statement of cash flows and a summary of significant accounting policies and the notes thereto.

All amounts disclosed in the Group's interim condensed consolidated financial statements and notes have been rounded off to the nearest thousand, unless otherwise stated.

Going concern

The Group has performed a full going concern assessment for the 6-month period ended 28 February 2023. As outlined in the Chief Financial Officer's review above, trading during the period demonstrated the Group's continued strong performance and resilient operating model with double digit growth in gross invoiced income, gross profit, and operating profit against the prior year.

The Group has a healthy liquidity position at 31 August 2023 with GBP51.7 million of cash and cash equivalents available, and net current assets of GBP5.2 million, after having paid final and special dividends in relation to the year ended 28 February 2023 totalling GBP30.2 million during the period. The Group has also seen an increase in its cash conversion during the six months, compared to the equivalent prior period, and targets a sustainable cash conversion ratio of 100% on a rolling 12-month basis. The Group has access to a GBP30 million committed revolving credit facility (RCF) that covers all its reasonably expected cash requirements up until the end of the going concern review period and extends further beyond that date to May 2026. The facility has never been used and we do not forecast its use over the going concern assessment period.

In continuing to adopt a going concern basis for preparing the interim condensed financial statements for the period ended 31 August 2023, the directors have reviewed trading and cash forecasts prepared for the Group up to 28 February 2025. This included considering the availability of liquidity headroom on the revolving credit facility, and a number of uncertainties which are set out in the Group's principal risks above, as well as the Group's exposure to credit risk, liquidity risk, currency risk and foreign exchange risk as described in note 12 of the interim condensed financial statements and considered further below.

The Directors have also considered impacts on future trading and liquidity in the context of the current operational performance and the macro-economic and geopolitical environments.

Operational performance and operating model

The Group is now in its fourth year of trading since it listed in December 2020, following the previous three years of strong growth. In the current period of reporting the Group has again achieved double-digit growth in gross invoiced income, revenue, gross profit, and operating profit.

Resilience is built into the Group's operating model from its wide customer base, high levels of repeat business, strong vendor relationships, and increased demand driven by heightened IT security risks, migrations into the cloud, and hybrid working. The key elements of the model are explained in further detail on pages 132-133 in the annual financial statements for the year ended 28 February 2023 to which we are already seeing emerging requirements for AI functionality within IT applications. This will further bolster our resilience and create new opportunities in the coming months and years.

As a result, the directors believe that the Group continues to operate in a resilient industry, which will enable it to continue its profitable growth trajectory but are also very aware of the risks which exist in the wider economy. Over the past 18 months, other risks have become more prominent around energy, wage, and commodities inflation; supply problems caused by the conflict in Ukraine; product shortages; and climate change. These risks align to those identified in our principal risks statement, notably economic disruption, inflation, and attraction and retention of staff. The Board monitor these macroeconomic and geopolitical risks on an ongoing basis. They are considered further below.

Macroeconomic risks

-- Energy cost inflation - Our businesses are not naturally heavy consumers of energy, and hence this element of our overall cost base is a very small part of the total group administrative expenses. Even a substantial percentage rise would not have a significant impact on our operating profit.

-- Cost of sale inflation and competition leading to margin pressure - Whilst pricing from our suppliers may be at risk of increasing, as they too face the same macroeconomic pressures as ourselves, our commercial model is based on passing on supplier price increases to our customers. We also see pressure from our customers, notably in the public sector space where new business must often be won under highly competitive tendering processes. Hence, whilst there has been a reduction in our gross profit/gross invoiced income (GP/GII%) in the period, this is almost entirely attributable to two exceptionally large new public sector contracts which were secured at reduced margins, for strategic reasons, in order to monetize those accounts over the longer contract terms. Excluding those deals, we have maintained our GP/GII% compared to the prior period and this remains one of the biggest focus areas in our business.

-- Wage inflation - the business has been facing pressure from wage inflation over the past two years. Where strategically required we have increased salaries to retain key staff in the light of approaches from competitors, especially where staff have specialist or technical skills. We monitor our staff attrition rate and have maintained a level below 15% which is consistent with last year. We do not believe there has been any significant outflow of staff due to being uncompetitive with salaries. We have a strong, collaborative, and supportive culture and offer our staff employment in a business which is robust and which they are proud of, and this is a key part of our attraction and retention strategy.

Moreover, when we look at our key operational efficiency ratio of adjusted operating profit/gross profit (AOP/GP) we have achieved 45% which is in line with last year, hence demonstrating the control over rising staff costs in response to the growth of the business. Whilst we have already aligned staff salaries to market rates, further expected rises have been factored into the financial forecasts in line with those awarded in the past year.

-- Interest rates - interest rates rising rapidly in the UK and internationally have had a negative financial impact on many organisations and households. The Group however does not have any debt, and hence currently no exposure, nor has it ever needed to call upon its revolving credit facility. We have taken advantage of the recent higher interest rates to generate a significant GBP2.9 million of interest income in the 6-month period, due to the timing difference we see in our cashflow model between customer receipts and supplier payments, and by placing cash on the money markets through our monthly cash cycle.

-- Foreign currency rate changes - fluctuations in the value of the pound can have both positive and negative impacts but we have the ability to self-hedge as we make both sales and purchases in the primary currencies of USD and Euro. Risk is further diminished as our foreign currency transactions are only a small part of our business.

-- Inflation and rising interest rates impacting on customer spending - whilst customers may consider reducing spending on IT goods and services, if it is seen as non-essential, we have seen increased spending by our customers as IT may in fact be a means to efficiency and savings elsewhere. As our customers undergo IT transformation, trending to the cloud, automation, and managed service and with growing cybersecurity concerns also heightening the requirements for IT security, we are seeing no let-up in demand, as illustrated by our reported trading performance. This is supported by our very robust operating model, with business spread over many customers in repeat subscription programs and service contracts, and high renewal rates.

-- Inflation and rising interest rates impacting on customer payments - across the period we have seen a small reduction in our debtor days compared to prior year and with no evidence that customers ultimately do not pay. As in previous years, the majority of our GII came from the public sector, traditionally very safe and with low credit risk, whilst our corporate customer base includes a wide range of blue-chip organisations and with no material reliance on any single customer.

Geopolitical risks

The current geopolitical environment, most notably the conflict in Ukraine, has created potential supply problems, product shortages and general price rises particularly in relation to fuel, gas, and electricity.

-- As noted above, increasing energy prices are not having a noticeable impact on our profitability.

-- In terms of supply chain, we are not significantly or materially dependent on the movement of goods and hence physical trade obstacles are not likely to affect us directly with hardware only making up 2% of our gross invoiced income during the period. Nevertheless, we have ensured that we have a number of suppliers with substitute, or alternative, technologies which we can rely on if one supplier cannot meet our requirements or time scales; this indicates that we have managed the supply chain well.

-- Software sales though continue to be the dominant element of our overall gross invoiced income and hence is not inherently affected by cross-border issues.

Climate change risks

The Group does not believe that the effects of climate change will have a material impact on its operations and performance over the going concern review period considering:

   --    The small number of UK locations it operates from. 
   --    A customer base substantially located within the UK. 

-- A supply chain which is not reliant on international trade and does not source products and services from parts of the world which may be impacted more severely by climate change.

-- It sells predominantly electronic software licences and so has no manufacturing or storage requirements.

-- Its workforce can work seamlessly from home should any of their normal work locations be impacted by a climatic event, although in the UK these tend to be thankfully infrequent and not extreme.

Climate risks are considered fully in the Task Force on Climate-related Financial Disclosures (TCFD) included in the Annual Report for the year ended 28 February 2023.

Going concern assessment

The Group continues to forecast cashflows under a base case scenario modelled on continued growth, and then two downside scenarios, severe but plausible and stressed, both of which include certain appropriate mitigations. This approach to stress testing is consistent with the disclosure on page 135 in the annual financial statements for the year ended 28 February 2023.

In its assessment, the Board has considered the potential impact of the current economic conditions and geopolitical environment as described above, most notably general inflation, wage inflation, the conflict in Ukraine and, climate change. Whilst there is resilience against such pressures, as noted above, if any of these factors leads to a reduction in spending by the Group's customers, there may be an adverse effect on the Group's future gross invoiced income, gross profit, operating profit, and debtor collection periods.

In the most stressed scenario, we have forecast both gross invoiced income and gross profit falling by 30% year on year, and by 39% compared to the base case, commencing in December 2023, and debtor days increasing by 10 at that same point in time. The directors consider that such deteriorations remain appropriate to reflect the potential collective impact of all the macro-economic and geopolitical matters considered above, albeit highly unlikely.

Under such downsides the Board have factored in the extent to which they might be partially offset by freezes in recruitment, pay rises and general costs (including a natural reduction in commissions and bonuses if gross profit falls) and with further mitigation measures including reductions in headcount (through natural attrition by not replacing leavers). These mitigations are within the control of the Group to implement quickly in response to any downward trends should they be necessary.

Under all scenarios assessed, the Group would remain cash positive throughout the whole of the going concern period, with no requirement to call upon the revolving credit facility and remaining compliant with the facility covenants.

Going concern conclusion

Based on the analysis described above, the Group has sufficient liquidity headroom through the forecast period. The directors therefore have reasonable expectation that the Group has the financial resources to enable it to continue in operational existence for the period up to 28 February 2025. Accordingly, the directors conclude it to be appropriate that the interim condensed financial statements be prepared on a going concern basis.

1.3 Critical accounting estimates and judgements

The preparation of the interim condensed consolidated financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Group's accounting policies.

The accounting estimates and judgements adopted for these interim condensed consolidated financial statements are consistent with those of the previous financial year as disclosed in the Group's annual report and accounts for the year ended 28 February 2023.

1.4 New standards, interpretations and amendments adopted by the Group

There were no new standards, interpretations and amendments adopted by the Group during the period to 31 August 2023 that have a material impact on the interim condensed consolidated financial statements of the Group.

1.5 Changes in accounting policies and disclosures

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are the same as those set out in the Group's annual consolidated financial statements for the year ended 28 February 2023, except for the new accounting policy in note 1.6 below.

1.6 Investment in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The Group's investment in its associate is accounted for using the equity method.

Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date. The statement of profit or loss reflects the Group's share of profit of the associate. Where there is objective evidence that the investment in associate is impaired, the amount of the impairment is recognised within 'Share of profit of associate' in the statement of profit or loss.

1.7 Finance income and costs

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprises interest expense on borrowings and the unwinding of the discount on lease liabilities, that are recognised in profit or loss as it accrues using the effective interest method.

   2.   Segmental information 

2(a) Description of segment

The information reported to the Group's Chief Executive Officer, who is considered to be the chief operating decision maker for the purposes of resource allocation and assessment of performance, is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment under IFRS 8, which is that of 'IT solutions provider'. The Group's revenue, results, assets and liabilities for this one reportable segment can be determined by reference to the interim condensed consolidated statement of profit or loss and the interim condensed consolidated statement of financial position. An analysis of revenues by product lines and geographical regions, which form one reportable segment, is set out in note 3.

2(b) Adjusted operating profit

Adjusted operating profit is an alternative performance measure which excludes the effects of amortisation of acquired intangible assets and share-based payment charges.

Adjusted operating profit reconciles to operating profit as follows:

 
                                                       Period         Period     Year ended 
                                                     ended 31       ended 31    28 February 
                                                  August 2023    August 2022           2023 
                                                    Unaudited      Unaudited        Audited 
                                          Note        GBP'000        GBP'000        GBP'000 
 Adjusted operating profit                             33,949         29,802         56,377 
 Share-based payment charges                15        (2,900)        (1,702)        (4,188) 
 Amortisation of acquired intangible 
  assets                                                (440)          (805)        (1,306) 
                                                -------------  -------------  ------------- 
 Operating profit                                      30,609         27,295         50,883 
                                                -------------  -------------  ------------- 
 
 
   3.   Revenue from contracts with customers 

3(a) Disaggregation of revenue from contracts with customers:

The Group derives revenue from the transfer of goods and services in the following major product lines and geographical regions:

 
                                         Period         Period     Year ended 
                                       ended 31       ended 31    28 February 
                                    August 2023    August 2022           2023 
                                      Unaudited      Unaudited        Audited 
 Revenue by product                     GBP'000        GBP'000        GBP'000 
 Software                                67,088         57,884        114,108 
 Hardware                                24,112         20,865         38,355 
 Services internal                       15,473         13,350         28,454 
 Services external                        2,026          1,434          3,504 
                                  -------------  -------------  ------------- 
 Total revenue from contracts 
  with customers                        108,699         93,533        184,421 
                                  -------------  -------------  ------------- 
 
 

Software

The Group's software revenue comprises the sale of various types of software licences (including both cloud-based and non-cloud-based licences), subscriptions and software assurance products.

Hardware

The Group's hardware revenue comprises the sale of items such as servers, laptops and other devices.

Services internal

The Group's internal services revenue comprises internally provided consulting services through its own internal resources.

Services external

The Group's external services revenue comprises the sale of externally provided training and consulting services through third-party contractors.

 
                                    Period       Period     Year ended 
                                  ended 31     ended 31    28 February 
                                    August       August           2023 
                                      2023         2022        Audited 
   Revenue by geographical       Unaudited    Unaudited        GBP'000 
   regions                         GBP'000      GBP'000 
 United Kingdom                    105,296       90,042        177,882 
 Europe                              2,111        2,425          4,358 
 Rest of world                       1,292        1,066          2,181 
                               -----------  -----------  ------------- 
                                   108,699       93,533        184,421 
                               -----------  -----------  ------------- 
 
 
 
                                              Period       Period     Year ended 
                                            ended 31     ended 31    28 February 
                                              August       August           2023 
                                                2023         2022        Audited 
                                           Unaudited    Unaudited 
 3(b) Gross invoiced income by               GBP'000      GBP'000        GBP'000 
  type 
 Software                                  1,027,305      738,448      1,346,110 
 Hardware                                     24,112       20,865         38,355 
 Services internal                            15,473       13,350         28,454 
 Services external                            14,751       13,538         26,395 
                                         -----------  -----------  ------------- 
                                           1,081,641      786,201      1,439,314 
                                         -----------  -----------  ------------- 
 
 
 Gross invoiced income                     1,081,641      786,201      1,439,314 
 Adjustment to gross invoiced income 
  for income recognised as agent           (972,942)    (692,668)    (1,254,893) 
                                         -----------  -----------  ------------- 
 Revenue                                     108,699       93,533        184,421 
                                         -----------  -----------  ------------- 
 

Gross invoiced income reflects gross income billed to customers adjusted for deferred and accrued revenue items. The Group reports gross invoiced income as an alternative financial KPI as management believes this measure allows further understanding of business performance and position particularly in respect of working capital and cash flow.

   4.   Finance income and costs 
 
                                                    Period       Period     Year ended 
                                                  ended 31     ended 31    28 February 
                                                    August       August           2023 
                                                      2023         2022        Audited 
                                                 Unaudited    Unaudited 
                                                   GBP'000      GBP'000        GBP'000 
 Bank interest received                              2,859            -              - 
                                               -----------  -----------  ------------- 
 Finance income                                      2,859            -              - 
 Interest expense on financial liabilities           (219)        (229)          (443) 
 Interest expense on lease liability                  (25)         (26)           (48) 
                                               -----------  -----------  ------------- 
 Finance costs expensed                              (244)        (255)          (491) 
                                               -----------  -----------  ------------- 
 Net finance income / (costs)                        2,615        (255)          (491) 
                                               -----------  -----------  ------------- 
 
   5.   Income tax expense 

Income tax expense is recognised based on management's estimate of the weighted average effective annual income tax rate expected for the full financial year. The estimated average annual rate used for the period to 31 August 2023 is 23.9%, compared to 19.7% for the period to 31 August 2022. The tax rate is higher in the current period, due primarily to the increase in the UK corporate tax rate from 19% to 25% effective from 1 April 2023.

The major components of the Group's income tax expense for all periods are:

 
                                               Period       Period     Year ended 
                                             ended 31     ended 31    28 February 
                                               August       August           2023 
                                                 2023         2022        Audited 
                                            Unaudited    Unaudited 
 Current tax expense                          GBP'000      GBP'000        GBP'000 
 Current income tax charge in the 
  year                                          8,723        5,734         10,483 
 Adjustment in respect of current 
  income tax of previous years                   (77)            -             66 
 Total current income tax charge                8,646        5,734         10,549 
 
 Deferred tax credit 
 Current year deferred tax credits              (690)        (401)          (402) 
 Adjustments in respect of prior year               -            -           (75) 
 Effect of change in tax rates                      -            -          (101) 
                                          -----------  -----------  ------------- 
 Total deferred tax credit                      (690)        (401)          (578) 
                                          -----------  -----------  ------------- 
 Total tax charge                               7,956        5,333          9,971 
                                          -----------  -----------  ------------- 
 
 

Amounts recognised directly in equity

 
                                                        Period       Period     Year ended 
                                                      ended 31     ended 31    28 February 
                                                        August       August           2023 
                                                          2023         2022        Audited 
                                                     Unaudited    Unaudited 
                                                       GBP'000      GBP'000        GBP'000 
 Aggregate deferred tax arising in 
  the reporting period and not recognised 
  in net profit or loss or other comprehensive 
  income but directly credited to equity: 
 Deferred tax: share-based payments                        381            1           (24) 
                                                   -----------  -----------  ------------- 
                                                           381            1           (24) 
                                                   -----------  -----------  ------------- 
 
 
   6.   Investment in associate 

With effect from 18 April 2023 the Group acquired 25.1% interest in Cloud Bridge Technologies Limited for GBP3.0 million, settled in cash. The Group's interest in Cloud Bridge Technologies Limited is accounted for using the equity method.

   7.   Financial assets and financial liabilities 

This note provides information about the Group's financial instruments, including:

   --    an overview of all financial instruments held by the Group; 
   --    specific information about each type of financial instrument; and 

-- information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.

The Group holds the following financial instruments:

 
 Financial assets                             As at 31       As at 31    As at 28 
                                           August 2023    August 2022    February 
                                             Unaudited      Unaudited        2023 
                                                                          Audited 
                                   Note        GBP'000        GBP'000     GBP'000 
 Financial assets at amortised 
  cost: 
 Trade receivables                    8        165,293        166,598     178,386 
 Other receivables                    8         12,015          7,753       5,896 
                                         -------------  -------------  ---------- 
                                               177,308        174,351     184,282 
                                         -------------  -------------  ---------- 
 
 
 
 Financial liabilities                              As at 31       As at 31    As at 28 
                                                 August 2023    August 2022    February 
                                                   Unaudited      Unaudited        2023 
                                                                                Audited 
                                         Note        GBP'000        GBP'000     GBP'000 
 Financial liabilities at amortised 
  cost: 
 Trade and other payables - current, 
  excluding Payroll tax and other 
  statutory tax liabilities                10        218,970        196,109     217,253 
 Lease liabilities                                     1,358          1,085         992 
                                               -------------  -------------  ---------- 
                                                     220,328        197,194     218,245 
                                               -------------  -------------  ---------- 
 
 
   8.   Trade and other receivables 
 
                                     As at 31        As at    As at 28 
                                  August 2023    31 August    February 
                                    Unaudited         2022        2023 
                                                 Unaudited     Audited 
 Financial assets                     GBP'000      GBP'000     GBP'000 
 Gross trade receivables              166,835      168,541     179,928 
 Less: loss allowance                 (1,542)      (1,943)     (1,542) 
                                -------------  -----------  ---------- 
 Net trade receivables                165,293      166,598     178,386 
 Other receivables                     12,015        7,753       5,896 
                                -------------  -----------  ---------- 
                                      177,308      174,351     184,282 
 Non-financial assets 
 Prepayments                            2,840        2,323       1,638 
                                -------------  -----------  ---------- 
                                        2,840        2,323       1,638 
                                -------------  -----------  ---------- 
 Trade and other receivables          180,148      176,674     185,920 
                                -------------  -----------  ---------- 
 
 
   9.   Cash and cash equivalents 
 
                                   As at        As at    As at 28 
                               31 August    31 August    February 
                                    2023         2022        2023 
                               Unaudited    Unaudited     Audited 
                                 GBP'000      GBP'000     GBP'000 
 Cash at bank and in hand         51,663       35,756      73,019 
                             -----------  -----------  ---------- 
                                  51,663       35,756      73,019 
                             -----------  -----------  ---------- 
 
 
   10.    Trade and other payables 
 
                                                      As at       As at 31    As at 28 
                                                  31 August    August 2022    February 
                                                       2023      Unaudited        2023 
                                                  Unaudited                    Audited 
                                                    GBP'000        GBP'000     GBP'000 
 Trade and other payables                           172,447        139,597     138,307 
 Accrued expenses                                    46,523         56,512      78,946 
 Payroll tax and other statutory liabilities          3,939          3,476      14,464 
                                                -----------  -------------  ---------- 
                                                    222,909        199,585     231,717 
                                                -----------  -------------  ---------- 
 
 
   11.    Cash generated from operations 
 
                                                           Period         Period     Year ended 
                                                         ended 31       ended 31    28 February 
                                                      August 2023    August 2022           2023 
                                                        Unaudited      Unaudited        Audited 
                                              Note        GBP'000        GBP'000        GBP'000 
 Profit before taxation                                    33,344         27,040         50,392 
 Adjustments for: 
 Depreciation and amortisation                              1,145          1,394          2,480 
 Loss on disposal of property, plant 
  and equipment                                                 -              -              3 
 Non-cash employee benefits expense 
  - share based payments                        15          2,900          1,702          4,188 
 Finance (Income)/costs 
  - net                                                   (2,615)            255            491 
 Share of profit of associate                               (120)              -              - 
 (Increase)/decrease in contract 
  assets                                                  (5,924)          2,401        (4,365) 
 Decrease/(increase) in trade and 
  other receivables                                         5,772       (19,065)       (28,310) 
 Decrease in inventories                                        -             51             38 
 (Decrease)/increase in trade and 
  other payables                                          (8,808)       (18,027)         14,105 
 (Decrease)/increase in contract 
  liabilities                                             (8,277)          4,011          9,867 
 Cash generated from/(utilised 
  by) operations                                           17,417          (238)         48,889 
                                                    -------------  -------------  ------------- 
 
 
 
   12.    Financial risk management 

This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance. Current period consolidated profit or loss and statement of financial position information has been included where relevant to add further context.

Management monitors the liquidity and cash flow risk of the Group carefully. Cash flow is monitored by management on a regular basis and any working capital requirement is funded by cash resources or access to the revolving credit facility.

The main financial risks arising from the Group's activities are credit, liquidity and currency risks. The Group's policy in respect of credit risk is to require appropriate credit checks on potential customers before sales are made. The Group's approach to credit risk is disclosed in note 24 in its annual consolidated financial statements for the year ended 28 February 2023.

12(a) Derivatives

Derivatives are only used for economic hedging purposes and not speculative investments.

The Group has taken out forward currency contracts during the periods presented but has not recognised either a forward currency asset or liability at each period end as the fair value of the foreign currency forwards is considered to be immaterial to the consolidated financial statements due to the low volume and short-term nature of the contracts. Similarly, the amounts recognised in profit or loss in relation to derivatives were considered immaterial to disclose separately.

12(b) Foreign exchange risk

The Group's exposure to foreign currency risk at the end of the reporting period, was as follows:

 
                                  As at 31 August 2023                As at 31 August              As at 28 February 
                                             Unaudited                           2022                           2023 
                                                                            Unaudited                        Audited 
                               USD       EUR       NOK        USD       EUR       NOK        USD       EUR       NOK 
                           GBP'000   GBP'000   GBP'000    GBP'000   GBP'000   GBP'000    GBP'000   GBP'000   GBP'000 
 Trade receivables          10,462     3,858         -      9,646     3,958         -     13,529     1,900         - 
 Cash and cash 
  equivalents                3,799     3,892         -      4,898     1,734       606        250       214         - 
 Trade payables           (20,651)   (2,132)     (611)   (12,207)   (2,015)      (30)   (15,286)   (1,981)     (221) 
                         ---------  --------  --------  ---------  --------  --------  ---------  --------  -------- 
                           (6,390)     5,618     (611)      2,337     3,677       576    (1,507)       133     (221) 
                         ---------  --------  --------  ---------  --------  --------  ---------  --------  -------- 
 
 
 

The aggregate net foreign exchange gains/losses recognised in profit or loss were:

 
                                                    Period       Period     Year ended 
                                                  ended 31     ended 31    28 February 
                                                    August       August           2023 
                                                      2023         2022        Audited 
                                                 Unaudited    Unaudited 
                                                   GBP'000      GBP'000        GBP'000 
 Total net foreign exchange (losses)/gains 
 in profit or loss                                   (186)           15             32 
                                               -----------  -----------  ------------- 
                                                     (186)           15             32 
                                               -----------  -----------  ------------- 
 
 

12(c) Liquidity risk

(1) Cash management

Prudent liquidity risk management implies maintaining sufficient cash to meet obligations when due. The Group generates positive cash flows from operating activities and these fund short-term working capital requirements. The Group aims to maintain significant cash reserves and none of its cash reserves are subject to restrictions. Access to cash is not restricted and all cash balances could be drawn upon immediately if required. Management carefully monitors the levels of cash held and is comfortable that for normal operating requirements, no further external borrowings are currently required.

As at 31 August 2023, the Group had cash and cash equivalents of GBP51.7 million (2023: GBP73.0 million), see note 8. Management monitors rolling forecasts of the Group's liquidity position (which comprises its cash and cash equivalents) on the basis of expected cash flows generated from the Group's operations. These forecasts are generally carried out at a local level in the operating companies of the Group in accordance with practice and limits set by the Group and take into account certain down case scenarios.

(2) Revolving Credit Facility

On 17 May 2023 the Group entered into a new three-year committed Revolving Credit Facility (RCF) for GBP30 million, including an optional one-year extension to 17 May 2027, and a non-committed GBP20 million accordion to increase the availability of funding should it be required for future activity. The new facility replaced the previous RCF which was entered into in December 2020. The new facility has incurred an arrangement fee of GBP0.1 million, being 0.4% of the new funds available. The Group has so far not drawn down any amount on this facility and to the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee has been capitalised as a prepayment and amortised over the period of the facility. The facility also incurs a commitment fee and a utilisation fee, both of which are payable quarterly in arrears. Under the terms of the facility, the Group is required to comply with the following financial covenants:

-- Interest cover: EBITDA (earnings before interest, tax, depreciation and amortisation) to net finance charges for the last 12 months shall be greater than 4.0 times;

   --    Leverage: Net debt to EBITDA for the last 12 months must not exceed 2.5 times. 

The Group has complied with these covenants throughout the reporting period.

(3) Contractual maturity of financial liabilities

The following table details the Group's remaining contractual maturity for its financial liabilities based on undiscounted contractual payments:

 
                                                                                             Total 
                                         Within           1        2 to        Over    contractual     Carrying 
                                         1 year          to     5 years     5 years     cash flows       amount 
                                                    2 years 
 31 August 2023 - Unaudited     Note    GBP'000     GBP'000     GBP'000     GBP'000        GBP'000      GBP'000 
 Trade and other payables(1)      10    218,970           -           -           -        218,970      218,970 
 Lease liabilities                          247         363         864           -          1,474        1,358 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
                                        219,217         363         864           -        220,444      220,328 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
 
                                                                                             Total 
                                         Within           1        2 to        Over    contractual     Carrying 
                                         1 year          to     5 years     5 years     cash flows       amount 
                                                    2 years 
 31 August 2022 - Unaudited             GBP'000     GBP'000     GBP'000     GBP'000        GBP'000      GBP'000 
 Trade and other payables(1)      10    196,109           -           -           -        196,109      196,109 
 Lease liabilities                          231         116         694         198          1,239        1,085 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
                                        196,340         116         694         198        197,348      197,194 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
 
                                                                                             Total 
                                         Within           1        2 to        Over    contractual     Carrying 
                                         1 year          to     5 years     5 years     cash flows       amount 
                                                    2 years 
 28 February 2023 - Audited     Note    GBP'000     GBP'000     GBP'000     GBP'000        GBP'000      GBP'000 
 Trade and other payables(1)      10    217,253           -           -           -        217,253      217,253 
 Lease liabilities                          116         463         545           -          1,124          992 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
                                        217,369         463         545           -        218,377      218,245 
                                      ---------  ----------  ----------  ----------  -------------  ----------- 
 

(1) excludes payroll tax and other statutory liabilities

13. Capital management

13(a) Risk management

For the purpose of the Group's capital management, capital includes issued capital, ordinary shares, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group's capital management is to maximise shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of shareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. In order to ensure an appropriate return for shareholders' capital invested in the Group, management thoroughly evaluates all material revenue streams, relationship with key vendors and potential acquisitions and approves them by the Board, where applicable. The Group's dividend policy is based on the profitability of the business and underlying growth in earnings of the Group, as well as its capital requirements and cash flows. The Group's dividend policy is to distribute 40% of the Group's post-tax pre-exceptional earnings to shareholders in respect of each financial year. Subject to any cash requirements for ongoing investment, the Board will consider returning excess cash to shareholders over time.

13(b) Dividends

 
                                                  Period       Period     Year ended 
                                                ended 31     ended 31    28 February 
                                                  August       August           2023 
                                                    2023         2022        Audited 
                                               Unaudited    Unaudited 
 Declared and paid during the period             GBP'000      GBP'000        GBP'000 
 Interim dividend                                      -            -          5,748 
 Final dividend                                   12,214       10,058         14,848 
 Special dividend                                 17,961       14,848         10,058 
                                             -----------  -----------  ------------- 
 Total dividends attributable to ordinary 
  shareholders                                    30,175       24,906         30,654 
                                             -----------  -----------  ------------- 
 
 
 

Dividends not recognised at 31 August 2023

Since the end of the half year the directors have recommended the payment of an interim dividend of 2.7 pence per fully paid ordinary share (2022: 2.4 pence). The aggregate amount of the proposed dividend expected to be paid on 1 December 2023 out of retained earnings at 31 August 2023, but not recognised as a liability at the end of the half year, is GBP6.5 million.

   14.   Related party transactions 

In the ordinary course of business, the Group carries out transactions with related parties, as defined by IAS 24 'Related Party Disclosures'. There have been no related party transactions that materially affect the current period. Related party transactions materially affecting the prior periods reported relate to the final and interim dividends paid to the Group's former parent group, disclosed in note 12(b).

   15.    Share-based payments 

For the six months ended 31 August 2023, 1,578,955 share options were granted to eligible employees.

 
                                         Period         Period     Year ended 
                                       ended 31       ended 31    28 February 
                                    August 2023    August 2022           2023 
                                      Unaudited      Unaudited        Audited 
                                        GBP'000        GBP'000        GBP'000 
 Share-based payment employee 
  expenses                                2,900          1,702          4,188 
                                  -------------  -------------  ------------- 
                                          2,900          1,702          4,188 
                                  -------------  -------------  ------------- 
 
   16.    Earnings per share 

The Group calculates earnings per share (EPS) on several different bases in accordance with IFRS and prevailing South Africa requirements. The Group is required to calculate headline earnings per share (HEPS) in accordance with the JSE Listing Requirements.

 
                                              Period         Period     Year ended 
                                            ended 31       ended 31    28 February 
                                              August    August 2022           2023 
                                                2023      Unaudited        Audited 
                                           Unaudited 
                                               pence          pence          pence 
 Basic earnings per share                      10.60           9.06          16.88 
 Diluted earnings per share                    10.17           8.74          16.28 
 Headline earnings per share                   10.60           9.06          16.88 
 Diluted headline earnings per share           10.17           8.74          16.28 
 Adjusted earnings per share                   11.71          10.11          18.83 
 Diluted adjusted earnings per share           11.23           9.75          18.16 
 
 

16(a) Weighted average number of shares used as the denominator

 
                                                           Period        Period     Year ended 
                                                         ended 31      ended 31    28 February 
                                                      August 2023        August           2023 
                                                        Unaudited          2022        Audited 
                                                                      Unaudited 
                                                           Number        Number         Number 
 Weighted average number of ordinary 
  shares used as the denominator in calculating 
  both basic EPS and HEPS                             239,482,333   239,482,333    239,482,333 
 Adjustments for calculation of both 
  diluted EPS and diluted HEPS: 
  - share options(1)                                   10,105,688     8,866,180      8,760,684 
                                                    -------------  ------------  ------------- 
 Weighted average number of ordinary 
  shares and potential ordinary shares 
  used as the denominator in calculating 
  both diluted EPS and diluted HEPS                   249,588,021   248,348,513    248,243,017 
 

(1) Share options

Share options granted to employees under the Save As You Earn Scheme, Company Share Option Plan and Bytes Technology Group plc performance incentive share plan are considered to be potential ordinary shares. They have been included in the determination of diluted earnings per share on the basis that all employees are employed at the reporting date, and to the extent that they are dilutive. The options have not been included in the determination of basic earnings per share.

16(b) Headline earnings per share

The table below reconciles the profits attributable to owners of the company to headline profits attributable to owners of the company:

 
                                                                     Period       Period     Year ended 
                                                                   ended 31     ended 31    28 February 
                                                                August 2023       August           2023 
                                                                  Unaudited         2022        Audited 
                                                                               Unaudited 
                                                                    GBP'000      GBP'000        GBP'000 
 Profits attributable to owners of 
  the company                                                        25,388       21,707         40,421 
 Adjusted for: 
 
   *    Loss on disposal of property, plant and equipment                 -            -              3 
 
   *    Tax effect thereon                                                -            -            (1) 
                                                              -------------  -----------  ------------- 
 Headline profits attributable to 
  owners of the company                                              25,388       21,707         40,423 
                                                              -------------  -----------  ------------- 
 
 

16(c) Adjusted earnings per share

Adjusted earnings per share is a Group key alternative performance measure which is consistent with the way that financial performance is measured by senior management of the Group. It is calculated by dividing the adjusted operating profit attributable to ordinary shareholders by the total number of ordinary shares in issue at the end of the year. Adjusted operating profit is calculated to reflect the underlying long-term performance of the Group by excluding the impact of the following items:

   --    Share-based payment charges 
   --    Amortisation of acquired intangible assets 

The table below reconciles the profit for the financial year to adjusted earnings and summarises the calculation of adjusted EPS:

 
                                                                     Period       Period     Year ended 
                                                                   ended 31     ended 31    28 February 
                                                                August 2023       August           2023 
                                                                  Unaudited         2022        Audited 
                                                                               Unaudited 
                                                                    GBP'000      GBP'000        GBP'000 
 Profits attributable to owners of the 
  company                                                            25,388       21,707         40,421 
 Adjusted for: 
 
   *    Amortisation of acquired intangible assets                      440          805          1,306 
 
   *    Deferred tax effect on amortisation                           (110)            -          (301) 
 
   *    Share-based payment charges                                   2,900        1,702          4,188 
 
   *    Deferred tax effect on share-based payment charges            (580)            -          (522) 
 Total adjusted earnings attributable 
  to owners of the company                                           28,038       24,214         45,092 
                                                              -------------  -----------  ------------- 
 
 

(1) The prior year has not been restated to include the deferred tax effect on the adjusting items as the impact was considered to be immaterial. Had the prior year been restated the adjusted profits attributable to owners of the company would have been GBP23.8 million.

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IR DZLFLXBLFFBX

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October 25, 2023 02:00 ET (06:00 GMT)

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