The directors present the strategic report for the year ended 31 December 2023.
Founded in 2013, Ometria is a retail-specific customer data (CDP) and cross-channel marketing platform that enables enterprise retailers and retail brands to grow loyal engagement and customer revenue by sending personalised, relevant and precisely targeted marketing messages throughout the customer journey.
2023 was a year in which retail brands continued to be met with the headwinds of the previous year – rising inflation and reduced consumer confidence and spending continued to create a challenging retail climate. In spite of these challenges, this period has also been widely recognised as a ‘pivotal’ technological moment for the retail industry. Faced with adversity, it was the first year that witnessed the mainstream adoption of innovative technologies such as generative AI, and a focused effort on deploying artificial intelligence to find efficiencies and uncover areas of opportunity.
In such a climate, as well as embracing innovation, retail brands have sought to consolidate their technology stacks in a bid to reduce costs and find operational efficiencies. This trend has been particularly marked in the field of customer experience – consolidating the data infrastructure necessary to adapt to a new norm of AI-driven customer marketing and the proliferation of consumer touchpoints that retail brands must now incorporate into their engagement strategies.
As a unified customer data and experience platform specifically built for retail brands, Ometria reinforced its position in 2023 as the go-to technology partner for direct-to-consumer retailers facing the challenges and embracing the opportunities that these market dynamics bring.
In early 2023, we published the findings of our Total Economic Impact™ (TEI) study with Forrester Consulting to examine the potential ROI that enterprise retailers may realise by deploying our retail-specific Customer Data and Experience Platform. The study highlighted an ROI of 430%, as well as efficiency gainings of 25%, an increase of 15% in LTV and an 18% increase in repurchase rates.
In EMEA, we continued to expand our market presence. This was marked by the acquisition of 30 leading brands from world-renowned retail groups and major European names across sport, fashion and luxury goods.
In addition to bringing on board new logos, we have also successfully expanded our presence within existing key global retail group clients, catalysed by our success with those brands already leveraging Ometria. We have also seen a noticeable increase in existing clients expanding internationally, and bringing us on board to power those markets.
As any SaaS business, we do have clients who leave us. Over the past year, we have welcomed a number of previous clients back to fold on account of the superior results and experience that they received from Ometria compared to other vendors. Many have noted our retail specialism, ease of integration and use, and revenue generation as core reasons to return.
We continue to grow our presence in the United States and Canada – particularly in the market verticals of homeware and fashion. Chosen over competitors based on our unique product offering in the North America market, our success lies in offering retail brands superior connectivity across disparate data systems and channels, and the accessibility of our insight to marketing teams in order to improve their customer experience at scale.
During this time, we have grown and formalised our Advisory Board of leading names in global retail, providing insight and input into our retail-focused R&D. Members of the Ometria Advisory Board have held senior strategic roles at retail brands including Apple, Nike, The North Face, Reebok, Saint Laurent, Converse and Columbia Sportswear.
Turning to innovation and product development, in 2023 we significantly expanded Ometria’s Customer Data and Experience Platform capabilities – with an emphasis on the area of AI functionality and cross-channel experience delivery.
We extended our suite of AI features, spanning customer profile enrichment, predictive analytics, generative content creation and customer journey optimization. Notable releases included AI-based behavioural clustering for predictive segmentation, predictive purchase analytics, predictive frequency management and retail-specific generative copy creation.
We also launched Architect – a market-first AI-powered strategic insight product. Aimed at senior stakeholders, Architect leverages a network of billions of retail data points to answer core strategic questions around customer growth, channel mix and market expansion, highlighting performance gaps and growth opportunities.
Architect customers can leverage hyper-relevant peer benchmarking across 27 key retail metrics, AI audiences created by a proprietary clustering algorithm, strategic recommendations for increasing growth and revenue, together with a predicted uplift and specific action plan for implementation.
In 2023, we continued to enhance the performance of our platform to meet the increasing demands of enterprise-scale retail data sets. At the same time, we significantly reduced our annual infrastructure spend, meaning that we were able to process record amounts of data, including almost a billion customer profiles which are updated and enriched in real time using AI, in a more cost-efficient manner.
We continued to scale key infrastructure capabilities to operate at a larger scale than ever before, while ensuring system stability and performance that was consistently within SLAs. We also began our transition to a unified set of key databases, simplifying our operations and total cost of operations.
Looking ahead, the global Customer Data Platform Market is estimated to reach $28.2bn by 2028, up from $5.1bn in 2023. Ometria is uniquely positioned to capture retail market share because of its specialised capacity to ingest and enrich retail data, and enable CRM teams to use this data to orchestrate seamless campaigns across every touchpoint a customer has with the brand. With retailers seeking to further consolidate their marketing tech stacks, we will be investing in enhancing our existing channel offerings across email, SMS, push, onsite, paid social and more, as well as adding new channels and capabilities.
As marketing and digital teams come to rely more on AI to enrich and optimise the customer experience, Ometria’s proprietary artificial intelligence – trained on a unique dataset of 30 billion retail data points – will continue to be at the forefront of innovation in the retail martech sector. In 2024 and beyond, our focus will be on further expanding our AI capabilities to continue to move ahead of the marketplace, ensuring that our customers are able to harness our AI to discover new revenue opportunities and create more operational efficiencies.
From a team perspective, 2023 saw our employee net promoter score climb to an 18-month high. Ometria continues to invest in benefits to support employee health, both physical and mental. This year saw us host our first global residential off site, which included strategy sessions, manager training and team bias training. We completed the rollout of a new whole company competency framework with the launch of a new competency review process, delivering clear feedback and direction on employee performance and development.
Our latest voluntary ethics statement which aligns with the needs of our larger and publicly listed companies compliance in the areas of modern slavery, anti-corruption, whilstleblowing and employee rights can be found at https://ometria.com/ethics-statement
The group’s outlook for 2024 is robust. Whilst we anticipate the wider economic challenges will remain well into the year, the business will continue to invest in its R&D and new business development activities, embedding further into the retail ecosystem in the UK and other geographies.
The Group made a loss before taxation for the year ended 31 December 2023 of £7,064,843 (2022: £9,806,555) due to our continued focus on significant R&D investment. This result is analysed in more detail below and the directors have also chosen to include a number of industry standard non-GAAP measures of performance.
The revenue for the year increased to £12,980,434 (2022: 12,024,889), an increase of 7.9% year on year. Some of our financially less viable customers ceased to trade during the year, unable to withstand the adverse economic conditions in which retailers operated in 2022 and the previous years. The core customer cohort represents resilient and successful brands that adapt to the changing environment and take up acquisitions and geographical expansions opportunities.
As the business continues to invest in R&D and new business development, resulting in a statutory loss for the year, the Directors also present the profitability of the Group’s deployed account (‘Deployed Account EBITDA’). Deployed Account EBITDA is measured as Recurring Revenue less the cost of sales, employee costs and other overheads to service these accounts as well as an allocation of shared general and administration overheads on a reasonable basis. It can be seen as a measure of Ometria’s underlying profit in the event the group ceased its investment in new product development and acquisition of new customers. On this basis, during the year ended 31 December 2023, the group delivered a Deployed Account EBITDA profit of £3,899,454 (2022: £3,214,043) and a Deployed Account EBITDA operating margin of 30% (2022: 27%), illustrating the strong fundamentals of the business.
The Directors also present Adjusted EBITDA, being EBITDA less exceptional items and share based payments costs.
The Adjusted EBITDA loss for the year is £6,982,782 (2022: £9,495,757).
The board consists of two executive, three non-executive directors and a non-executive chairman. The non-executive directors are appointed by the three largest institutional investors representatives: Infravia Growth Fund, Octopus Ventures and Bright Pixel - Sonae. Together with the chairman, all non-executive directors are experienced directors, responsible for strategic guidance and corporate oversight of multiple companies across different geographies.
The directors of the board meet at least eight times a year. The subject of risk is continually discussed at board meetings as well as at the senior management meetings, which occur at least once a week. The principal risks and uncertainties are considered to be as follows:
The directors of the board meet at least eight times a year. The subject of risk is continually discussed at board meetings as well as at the senior management meetings, which occur at least once a week. The principal risks and uncertainties are considered to be as follows:
Risk | Description | Mitigation Strategy |
Data privacy and information security | Ometria’s core offering is the provision of a hosted software platform (integrated to its clients’ own ecommerce environment) to deliver digital marketing messages to their customers based on each customer’s analysed buying behaviours and preferences.
A breach of privacy law or security breach could lead to regulatory fines, reputational loss, extensive clean-up costs, lost management time, direct loss of turnover, prospect loss and customer churn, competitiveness, claims on insurance and payments to clients for breach of contract.
| Ometria invests in
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Liquidity | Ometria is a growth stage software-as-a-service (SaaS). Ometria’s management, with the support of the board of directors, is executing a plan under which the group R&D expenditure and investment in new business development exceeds the group’s income for a period of time, giving rise to a historical accounting loss and cash burn. This places reliance on the continued ability of the Group to access the fund raising markets. | The group’s high investment in R&D and new business development activities was planned and supported by the group’s investors. Regular cash flow forecasts are prepared and reviewed by the board.
If spending in R&D and business expansion activities were to be eliminated from the financial results, the group would achieve profitability, due to the existing operational revenues being greater than the costs of maintaining the platform and supporting the customers.
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On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, HW Fisher LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
We have audited the financial statements of Ometria Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, GDPR & Data Protection laws.
We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing revenue and expenses, in particular cut-off, for evidence of management bias.
Documenting and verifying all significant related party balances and transactions.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.
Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.
Testing all material consolidation adjustments.
Obtaining third party confirmation of the material bank balances.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the those charged with governance of the entity.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £
Ometria Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, England, NW1 3ER.
The group consists of Ometria Ltd and its subsidiaries Ometria Inc and Ometria GmbH.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Ometria Ltd together with Ometria Inc and Ometria GmbH.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have prepared forecasts which indicate that the group will have sufficient resources so it can continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. The post year end drawdown of the CIBC facility has provided further support to the group. The forecasts are based upon significant revenue growth assumptions, however they also include a high level of costs which are within the discretionary control of the directors and which are capable of being flexed, dependent upon revenue and margin performance. The directors are therefore confident that they can manage the cashflow requirements of the Group and therefore continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration receivable for services provided in the normal course of business and is shown net of VAT.
Turnover is recognised when the company has performed services in accordance with the agreed terms with the relevant customer and has obtained a right to consideration for those services.
Where such income has not been billed at the balance sheet date, it has been accrued for in the accounts as accrued income.
Where the customer pays in advance such as an annual/quarterly/monthly fee, the company defers that amount and recognises it as turnover over the period during which the service is performed on a straight line basis.
Where the right to consideration arises from the occurrence of a critical event (stage of deliverables or contract milestone) the turnover is recognised when the event occurs.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
Share capital represents the nominal value of equity shares that have been issued.
Share premium represents amount subscribed for share capital in excess of nominal value. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss reserves represent all current and prior period retained profit and losses.
The tax income represents research and development tax credits.
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the year of employment.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The fair value of share-based payments is determined at the grant date using a Black-Scholes valuation model. The inputs into the model include an assessment of a range of factors, including an expectation of theoretical share price volatility, a risk- free rate and an estimate of the vesting period. The directors consider the above assumptions to be reasonable based on the current size and conditions of the Group and the sector it operates in. These factors are disclosed in more detail in note 18.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 2).
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The group has unutilised tax losses carried forward of £23,311,219 (2022: £19,330,937 ).
Details of the company's subsidiaries at 31 December 2023 are as follows:
Registered office addresses:
Other borrowings related to a total loan drawn down of £3,000,000. The interest rate on this loan was 10.95% per annum. The loan was repaid in full in April 2023. Fixed and floating charges were held over the assets of Ometria Ltd including the three bank accounts owned by Ometria Ltd and the company's trademark, these were removed on the 17 April 2023 as a result of the repayment.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
EMI share options
EMI share options have a contractual life of 4 years. First tranche matures 1 year after the start of vesting period, the remaining options vest monthly over the remaining 3 years. The Vesting condition is continuous employment. On the occurrence of an exit event, for example, a company reorganisation or sale, 50% of any unvested EMI option shall immediately vest at or immediately prior to such event.
Non EMI share options
First tranche of non-EMI share options mature within the first year after the start of vesting period, the remaining options vest monthly over the remaining 3 years. The vesting condition is continuous employment for non-EMI share options granted to the employees of the group. The options will be capable of exercise to the extent vested on an exit event.
The fair value
The fair value of the options is expensed over the vesting period and is arrived at using a Black-Scholes model. The key assumptions inherent in the use of the model are as follows:
Share price at date of grant 2023 tranche £3.67 (2022 tranche £3.67 ) after consideration of a 70% discount for lack of voting and reduced distribution rights.
Expected volatility 2023 tranche 30.22% (2022 tranche 36.07%)
Risk free rate 2023 tranche 4.44% (2022 tranche 2.92%)
Life of the option 2023 tranche 4 years (2022 tranche 4 years)
The options outstanding at 31 December 2023 had an exercise price ranging from £0.0001 to £6.26.
The Series 1 Ordinary shares, Series 2 Ordinary shares and Series B EIS have full voting rights with dividend participation and rights to participate in capital distribution (after payment of sums due to the holders of Series 1 and 2 Seed Preferred shares, Series B VCT shares and Series C shares) including any distribution on winding up. The shares are not redeemable.
During the financial year the company issued the following shares:
16,088 series 1 ordinary shares of £0.0001 each at par following the exercise of share options.
In June 2020, the company issued a warrant to Wuessen Lending S.a.r.l. to subscribe in cash for 51,725 B VCT shares at 8.12 each. The subscription rights expire 10 years from the date of grant or earlier in the event of an exit. The value of the warrant was fair valued at inception and the charge relating to is expensed over 4 years through profit and loss. Charge expensed during the period £7,759 (2022: £7,759).
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
Directors' remuneration has been disclosed in Note 7 to the accounts.
During the year, the company entered into a new revolving facility agreement. Arrangement fees totaling £40,000 in relation to this facility were expensed to the profit and loss during the year. Under the terms of the agreement, the company was entitled to a first milestone drawdown of a maximum of £4,000,000 once the group exceeded the agreed upon growth and liquidity requirements. These conditions were met in January 2024 and therefore the first drawdown of the facility took place on 15 February 2024. The facility is interest-bearing and has an initial termination date of 24 months after the original agreement date of 28 July 2023.
As a result of the above facility, at the year end the first fixed and floating charges were held over the assets of Ometria Ltd, including its intellectual property and the company's trademark.