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Company Registration Number: C48299
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report
31 December 2022
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
Pages
Chairman’s message
1
Chief Executive Officer’s review
2 - 4
Directors’ report
5 - 10
Corporate governance - Statement of compliance
11 - 18
Remuneration report
19 - 22
Company information
23
Statements of financial position
24 - 25
Statements of comprehensive income
26
Statements of changes in equity
27 - 28
Statements of cash flows
29
Notes to the consolidated financial statements
30 - 79
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
1
Chairman’s message
2022 – a year of challenges, successes, and reflections. This happens to be my final message as Chairman of BMIT Technologies. I can only reflect on this time with BMIT Technologies with a great sense of pride. It was a time when global pandemics and economic unrest forced many companies to re-evaluate their strategy, reflect on the changing demands of their clients, innovate and act.
BMIT Technologies was no different. As a company we had to remain focused on sustainable long-term growth, which is achieved through close partnerships with our clients.
Strong relationships are at the heart of BMIT’s success, both within its team and with its customers. They have helped it evolve into trusted advisors for businesses seeking growth and excellence. As a trusted infrastructure partner, BMIT supports its clients on their digital journey, leveraging its strengths and experience to simplify an increasingly complex landscape. In return, customers have rewarded it with their loyalty.
2022 has demonstrated the importance of re-evaluating the business, its positioning and the need to identify future growth opportunities. Despite increasing competitive pressures, its commitment towards being the go-to company, to advise and assist both local and international companies with all their digital requirements, is unwavering.
Consequently, BMIT embarked on a process of transformation. This journey, which will continue in 2023 and beyond, will help it re-align its services and offerings, will distinguish it as the go-to advisory and cybersecurity experts, in addition to its core business.
This innovation is critical because it allows the company to create value for its existing clients whilst attracting new ones. This is essential if it is to continue to grow in an ever-changing technology landscape.
Adding value for its customers is at the core of BMIT’s long-term strategy. By doing so, it boosts customer lifetime value and builds goodwill, increases credibility and presence in the industry.
BMIT has remained resilient in the face of adverse economic conditions. Resiliency does not mean just digging deep into our pockets and weathering the storm. It means sticking together as a team and countering challenges with sustainable action plans, being creative and innovative.
The team at BMIT is the driving force behind its success, consistently delivering results through collaboration, continuous improvement, and a focus on business potential. I am confident that their positive mindset will drive further growth in the future.
I am grateful for the past five years and the opportunity to witness first hand, the journey BMIT is on. I take this opportunity to thank the many clients and business partners for their loyalty and trust, and my fellow Board Members, who have continuously supported us in difficult times, but likewise, celebrated the many successes along the way.
I am convinced that your ability, dedication and commitment will continue to positively impact the business community and deliver sustainable returns to shareholders.
I wish you every success.
Nikhil Patil
Chairman (resigned, September 2022)
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
2
Chief Executive Officer’s Review
Last year, in my review, I addressed the challenges faced by our company in adapting to a rapidly changing business environment post pandemic. This year, I want to report on the progress we have made and how 2023 will be a year of transformation of our portfolio and our identity.
The pandemic presented new and unique challenges, but we remained steadfast in our commitment to serving our customers. We expanded our product and service offerings and invested in developing our solutions portfolio to further extend our reach. I will touch upon this point further on.
In 2022, a combination of events and market changes posed a serious challenge to our business. Last year, whilst still coming out of the pandemic, we were not immune to the global recession that hit businesses worldwide. The uncertainty and tensions created by the war in Ukraine did not help either as businesses sought to gain some stability. From a technology perspective, the accelerated drive to the Cloud also had an impact on our business. However, despite these hurdles, I am pleased to report that we were able to meet our targets for the year. We have shown our resilience and perseverance time and again. As we move forward, I am confident in our ability to navigate the road ahead and emerge stronger.
Re-evaluating our business
The need to adapt to the above challenges including changes in the market’s dynamics, sometimes unexpected, was a turning point for us last year. To mitigate these challenges, we increased efforts across our customer and support teams, demonstrating resilience as we regained lost ground through new business and diversification of our portfolio. Through this experience, we recognized the importance of re-evaluating our business, our positioning and identifying future growth opportunities.
Technical requirements are more complex now, competition is more aggressive and global, and as our competitors adapt to market pressures, we have no option but to follow suit to ensure BMIT is in the best position to advise and assist our customers with all their digital requirements.
Our efforts in 2022 to expand from an infrastructure solutions provider to a full-suite technology advisor and provider have set us on a strong trajectory. We are confident in our ability to deliver on our plans and continue to be a trusted partner to our customers in 2023.
Our transformation journey
When I wrote about transformation last year, I did so with the understanding that the market was changing and we needed to adapt in order to thrive. I will reiterate that our core business is hugely important to us. We are Malta’s leading and largest provider of colocation and datacentre services, as well as the first cloud services provider on the island.
Using ‘legacy’ to describe our core business is somewhat misleading. It contributes in no small measure to our revenues. It contributes to our strength, and we will continue investing in infrastructure services. At the same time, it is evident that our future cannot rely solely on our legacy; we envision that in the long term, demand for such services will slow down.
If we want to grow and generate value, we must transform and align our offerings and services with the market and what the market needs.
Last year, we took a crucial step in our journey of transformation by laying the foundation for growth. We started by expanding our advisory and solutions business and this yielded benefits in 2022. We also started to focus on cybersecurity and began to define our strategy in this area.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Chief Executive Officer’s Review - continued
Why cybersecurity? There are two main reasons. First, cybersecurity is a huge business opportunity, and one that is becoming increasingly important as the world becomes more connected. In a world where technology is becoming increasingly integrated into our daily lives, security is a top priority for individuals and businesses alike. This is why we see this as a key opportunity for BMIT. Our focus on cybersecurity not only presents a new business opportunity, but also opens up the potential for creating new intellectual property for our shareholders.
Second, leveraging our expertise and experience in the field, we aim to deliver a comprehensive cybersecurity offering and services package to our customers. We need to harness this potential and that will be a major focus for us in 2023.
This comprehensive approach to cybersecurity will include the development of new solutions and services, as well as improving our internal processes to ensure that we can deliver the best possible solutions to our customers.
Our transformation journey is about more than just expanding our business. It is about shaping a new future for BMIT. It is about our identity. By protecting and strengthening our core business, whilst embracing new opportunities and technologies, we are positioning ourselves to remain competitive in an ever-changing market. This pursuit goes beyond simply boosting revenue and extends to creating a better future for our stakeholders and customers alike.
We have already seen the positive impacts of our transformation journey, starting with the expansion of our advisory and solutions business. This strategic move helped us recover some of our lost business in 2022.
Agility and efficiency
In 2022, we accomplished our objective of utilizing technology for the benefit of both our customers and internal operations. Our efforts to reduce our carbon footprint paid off as we successfully deployed new technologies at the Ħandaq datacentre and made important investments in solar energy for our internal needs, while also exploring options for compensating for energy consumption at our datacentre facilities.
As part of our continuous effort to become more agile and efficient, we evaluated and improved our internal processes and systems, with a focus on delivering top-notch products, services, and support to our customers. In 2023, we aim to build on these achievements by thoroughly implementing improvements throughout the organization, empowering us to tackle future challenges and maintain our commitment to delivering high-quality solutions to our valued customers.
Financial performance
BMIT Technologies’ performance in 2022 was stable and in line with the objectives we set at the beginning of the year. Revenues were up minimally, impacted by the loss of key customers, reaching €25.8 million, an increase of 2% over 2021 and Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) amounting to €10.7 million. These results incorporate the consolidated results of all the subsidiary companies within the BMIT Technologies Group.
Cost of sales, administration and related costs increased by 1.5% over 2021, to a total of €17.2 million.
Profit before tax amounted to €8.3 million, an increase of 3%.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Chief Executive Officer’s Review - continued
Outlook to 2023
Our transformation journey is just beginning, and I am confident in our ability to achieve sustainable growth and success in the years ahead.
Our primary focus is to grow the business and expand the customer base; we have the right strategy in place to achieve this. As the technology industry evolves, we will adapt and transform as a company. We will expand our product portfolio, enhance our marketing efforts to position BMIT as a trusted advisor and enabler of digital technology solutions. We have a wealth of opportunities to tap into, and we will leverage our strengths in tech infrastructure services, expertise in managing complex systems, and our deep understanding of what customers need, to create new value and maximise returns to our shareholders.
In conclusion, I would like to thank all BMIT Technologies’ employees for their dedication and hard work, our Board of Directors for their guidance and support and to all shareholders for their trust and confidence in us.
Christian Sammut
Chief Executive Officer
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
5
Directors’ report
The Directors present their annual financial report for the year ended 31 December 2022.
Principal activities
The BMIT Technologies Group, made up of BMIT Technologies p.l.c. (BMIT Technologies), BM IT Limited, BM Support Services Limited and Bellnet Limited (together the Group), offers its customers a range of data centre and hosting services, public, private and hybrid cloud services and managed IT services - which can be offered at customer premises, hosted at any of BMIT Technologies p.l.c. subsidiaries’ data centres, or integrated with services offered by other services providers - thereby scaling the solutions from the desktop to the data centre and into the cloud.
The Group proudly delivers its services to over 500 corporate customers from various industries including online gaming, financial services, ICT, manufacturing, media, transportation, retail and hospitality. BMIT Technologies Group’s scale and range of customers, partnerships with leading technology players and its employees’ technology certifications enable it to obtain a proficient understanding of the business, technology and also regulatory requirements, as and where applicable.
Business review
A review of the business of the Group during the year under review, events which took place since the end of the accounting period and an indication of likely future developments are given in the Chief Executive Officer’s Review on pages 2 to 4.
Review of financial performance
The Group recorded a stable performance for the year ended 31 December 2022.
The revenue generated by the Group for the year under review was €25.8 million compared to €25.3 million in the previous year. This is equivalent to an increase of 2% over the previous year. Revenue growth was mainly recorded in the sale of hardware and software licenses (27% YoY) and in the provision of managed services (7% YoY). Revenue from cloud services was in line with prior year whilst there was a marginal decline of 1.8% in revenue from the datacentre business.
Cost of sales and administrative expenses, (including depreciation and amortisation of leased assets but excluding finance costs), amounted to €17.2 million (2021: €16.9 million). This marginal increase was mainly due to an increase in cost of sales supporting the growth in the sale of hardware and software as mentioned above. Administrative expenses and payroll costs were kept at similar levels as prior year.
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) was consistent with that recorded in 2021 and amounted to €10.7 million. EBITDA margins were also maintained constant at 42%.
Profit before Tax improved slightly from €8.1 million in 2021 to €8.3 million in 2022, resulting in an earnings per share of €0.026 (2021: €0.025).
Financial position
During 2022, the Group maintained its assets base in line with that of the previous year. In fact, total assets held by the Group amounted to €25.5 million (2021: €25.5 million), of which €8.9 million (2021: €7.7 million) were current assets in nature. These mainly consisted of cash and cash equivalents of €6.3 million (2021: €5.8 million). Non-current assets amounted to €16.6 million compared to €17.8 million in 2021, with the most material asset being property, plant and equipment valued at €9.1 million (2021: €10.0 million).
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Directors’ report – continued
Financial position – continued
Total liabilities as at 31 December 2022 were €14.4 million (2021: €14.7 million) of which €8.0 million (2021: €8.0 million) were current.
In 2022, the Group preserved its strong liquidity base and closed the year with a cash balance of €6.3 million (2021: €5.8 million). During 2022, a net dividend of €5.1 million was paid to the Company’s shareholders.
The Directors recommend that at the forthcoming Annual General Meeting, the shareholders approve the payment of a net dividend of €0.02456 per share (after tax), resulting in a net dividend payment of €5 million.
Our principal risks and uncertainties
Security and resilience
The Group’s commercial success continues to be dependent upon the resilience of its data centres and IT systems. Our infrastructure and systems face a variety of risks that could cause significant interruptions to the delivery of services, potentially resulting in substantial financial loss and reputational damage that could harm future revenue. The Group manages this risk by having significantly invested in the resiliency of its key infrastructure and systems, including cyber security, wherever this is possible and feasible. Furthermore, the Group employs robust control frameworks like ISO27001, along with documented processes and procedures, that prioritise prevention. Monthly and annual business continuity tests also support these efforts.
Customer data processing
The Group processes personal data of its significant client base on a daily basis. The Group recognises the importance of complying with data privacy regulations, including GDPR, and aims to assure its customers that their shared data is secure and handled appropriately. Failure to abide by all relevant data protection and privacy laws could result in reputational damage for the Group as well as regulatory consequences and penalties. To mitigate against this risk, the Group upholds strict organizational and technical measures. This framework defines roles and responsibilities of employees who have access to personal data, offers ongoing training and awareness to employees and implements monitoring, reporting and controls to ensure compliance with applicable legislative requirements.
Competition
The Group faces competition from local and international providers of similar and competing products and services. Leading international cloud providers, coupled with the growth in the demand for cloud-based services in the local market, could potentially attract current or prospective customers away from the Group and impede its projected growth. It may become necessary to respond to these moves, which could negatively impact the projected growth of the Group.
Ability to grow
The Group operates in a highly developed, fiercely competitive market, with market pressures on pricing, the availability of substitute technologies and talent acquisition and retention. The Group strives to maintain its ability to grow revenues in spite of this adverse environment, as failure to do so will impact profitability and the Group’s investment programme. The Group has an active strategic programme in place to address this matter and is always on the lookout for different opportunities that may help guarantee future sustainability and growth.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Directors’ report - continued
Our principal risks and uncertainties – continued
iGaming industry
The iGaming industry is one of Malta’s main economic pillars. The Group is a major supplier of technology services to operators working out of Malta and any negative impact on the ability of the industry to retain its significant presence in Malta will affect the Group’s profitability. Aware of this and other risks, the Group will continue expanding its range of services to include a more holistic ICT experience targeted at different market segments, thereby reducing the Group’s reliance on the iGaming industry.
Demand for data centre services
The market for data centre services which the Group serves, as well as certain industries in which customers operate, are characterised by rapidly changing technology, evolving industry trends and changing customer demands. As a result, the infrastructure at the Group’s data centres may become less marketable due to demand for new processes and technologies. In addition, new technologies have the potential to replace or provide lower cost alternatives to the Group’s services. The Group’s ability to offer hybrid solutions to customers helps in mitigating this rapid change in market dynamics. The challenges data centre services face may require the Group to explore further diversification initiatives.
Talent recruitment and retention
The evolving global economy, coupled with increased demand for technology and the challenges presented by ever increasing human capital costs and requirements, require the Group to maintain an agile approach to attracting and recruiting the right talent. The need for specialised talent becomes critical as we start to offer new, more complex solutions, to customers. We will invest more in this area to mitigate this industry-wide risk.
Reputational and other regulatory risks
Over the years, Malta has shown its attractiveness to several industries because it developed a fiscal and regulatory framework specifically targeted at customers and service providers alike. The island’s success in this respect, coupled with political stability and strong economic growth were all key to strengthening Malta’s reputation as a leading business destination. Any adverse impact such as those which may be brought by tax harmonisation rules, would result in a negative outlook and possibly reduce Malta’s attractiveness for existing operators and new ones alike. Aware of this risk, the Group is continuously seeking to diversify its
product and service portfolio, whilst also seeking to enter new markets both in Malta and internationally.
Post Covid-19 Pandemic and the geo-political situation in respect of the conflict in Ukraine
The pandemic caused economies to shut down, and while every effort was made to save lives, a lot of production and industry were stalled in the United States, China, and around the world. These events continue to significantly affect global business. Shipping costs have soared and supplier delays have become routine, thus resulting in higher costs and increased inflation. The current geo-political situation in respect of the conflict in Ukraine has exacerbated the situation. The Group is aware that projected revenues may be affected, customers may delay planned projects to adjust to new pricing, and closed hardware deals may be considerably delayed until fulfilled and effectively invoiced.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Directors’ report - continued
Financial risk management
The Group’s activities potentially expose it to various financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk), credit risk, and liquidity risk. The Group’s overall risk management, covering risk exposures for all subsidiaries, focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the respective company’s financial performance. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Accordingly, the Company’s Board of Directors provides principles for overall Group risk management, as well as risk management policies covering risks referred to above and specific areas such as investment of excess liquidity. A detailed review of the risk management policies employed by the Group is included in Note 2 to the financial statements.
The Statement of Compliance with the Principle of Good Corporate Governance in this Annual Report, describes the non-financial key performance indicators relevant to the Group, including information relating to environmental and employee matters.
The Group is cognisant of the impact its operations have on the environment as a result of the level of energy it consumes. As such, the Group has been successful in reducing its carbon footprint a result of consistent and extensive investment in new technologies and equipment which are more efficient in terms of energy consumption. This is evident through our choice of technologies deployed in our data centres. Data centres, by their very nature, consume considerable energy, and we are working to maintain the impact on the environment as low as possible. Internally, we stepped up efforts to increase awareness and encourage use of best practices. We implemented waste management and recycling initiatives. All employees are strongly encouraged to recycle waste generated at work and electronic waste at home using disposal facilities within offices, such as collection points for e-waste.
Further information in respect of these matters is disclosed within the Directors’ Report in the Annual Report and Financial Statements of the Company’s parent, GO p.l.c.
Board of Directors
The Directors who served on the Board during the year under review or up to the date of this report are listed hereunder.
Nikhil Patil (resigned 16 September 2022)
Reuben Attard (resigned 16 September 2022)
Arthur Galea Salomone
Faker Hnid
Deepak Padmanabhan
Michael Mercieca (appointed 16 September 2022)
Daniela Zammit (appointed 16 September 2022)
Executive Director
Christian Sammut (appointed 16 September 2022)
In terms of Article 98 of the Articles of Association, the term of appointment of the Directors still in office expires at the forthcoming Annual General Meeting.
Of the Directors of the Company, Nikhil Patil, Reuben Attard and Faker Hnid were also acting as Directors of BM IT Limited, Bellnet Limited and BM Support Services Limited during the year. Michael Mercieca and Christian Sammut replaced Nikhil Patil and Reuben Attard as Directors on the said companies with effect from 16 September 2022.
None of the Directors have service contracts with either the Company or its subsidiaries.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Directors’ report - continued
Remuneration committee and corporate governance
During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related.
Directors’ responsibilities
The Directors are required by the Companies Act (Cap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of affairs of the Company as at the end of each reporting period and of the profit and loss for that period.
In preparing the financial statements, the Directors are responsible for:
•ensuring that the financial statements have been drawn up in accordance with International Financial Reporting Standards as adopted by the EU;
•selecting and applying consistently suitable accounting policies;
•making accounting judgements and estimates that are reasonable; and
•ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate to presume that the Company will continue in business as a going concern.
The Directors are also responsible for designing, implementing and maintaining such internal control, as they deem necessary for the preparation of financial statements that are free from financial misstatements, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386). They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The financial statements of BMIT Technologies for the year ended 31 December 2022 are included in the Annual Report 2022, which is published in hard-copy printed form and is also available on the Company’s
website. The Directors are responsible for the maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls over, and the security of, the website. Access to information published on the Company’s website is available in other countries and jurisdictions, where legislation governing the preparation and dissemination of financial statements may differ from requirements or practice in Malta.
Information provided in accordance with Capital Markets Rule 5.70.1
The Company is not party to any contract, not being a contract entered into in the Company’s ordinary course of business, giving rise to an obligation or entitlement which is material to the Company as at the date of this report.
Going concern
The Directors, as required by the Capital Markets Rule 5.62, have considered the Company’s operating performance, the balance sheet at year-end, as well as the business plan for the coming year, and they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, in preparing the financial statements, they continue to adopt the going concern basis in preparing the financial statements.
Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. A resolution to re-appoint the auditors and to authorise the Directors to fix their remuneration will be proposed at the forthcoming Annual General Meeting.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Directors’ report - continued
Information provided in accordance with Capital Markets Rule 5.64
The authorised share capital of the Company is thirty million euro (€30,000,000) divided into three hundred million (300,000,000) shares of ten euro cents (€0.10) each share.
The issued share capital of the Company is twenty million, three hundred and fifty-nine thousand and five hundred and thirty one euro (€20,359,531) divided into two hundred and three million, five hundred and ninety five thousand and three hundred and ten (203,595,310) ordinary shares of ten euro cent (€0.10) each share, which have been subscribed for, allotted and fully paid up. The issued shares of the Company consist of one class of ordinary shares with equal voting rights attached.
The Directors confirm that as at 31 December 2022, only GO p.l.c. and Rizzo Farrugia & Co. (stk) Ltd. held a shareholding in excess of 5% of the total issued share capital.
The Chairman of the Board of Directors shall be elected by the Directors by a simple majority from among the Directors of the Company.
The rules governing the appointment of Board members are contained in Clause 96 of the Company’s Articles of Association as follows:
The Directors shall be appointed at each annual general meeting (or an Extraordinary General Meeting convened for the purposes of electing directors). Voting shall take place on the basis that every member shall have one vote in respect of each ordinary share held by him. A member may use all his votes in favour of one candidate or may split his votes in any manner he chooses among any two or more candidates. The Chairman of the meeting shall declare elected those candidates who obtain the greater number of votes on that basis.
Any amendment to the Company’s Memorandum and Articles of Association has to be made in accordance with the Companies Act (Cap. 386).
The Company may, subject to the applicable restrictions, limitations and conditions contained in the Companies Act (Cap. 386), acquire its own shares and or Equity Securities.
Pursuant to Capital Markets Rules 5.64.2, 5.64.4, 5.64.5, 5.64.6, 5.64.7 and 5.64.10 it is hereby declared that, as at 31 December 2022, none of the requirements apply to the Company.
We, the undersigned, declare that to the best of our knowledge, the financial statements prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries included in the consolidation taken as a whole, and that this report includes a fair review of the performance of the business and the position of the Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the Company's Board of Directors on 8 March 2023 by Arthur Galea Salomone (Director) and Daniela Zammit (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2022.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Corporate governance - Statement of compliance
A.Introduction
Pursuant to the Malta Financial Services Authority Capital Markets Rules, BMIT Technologies p.l.c. (‘the Company’ or BMIT Technologies) whose equity securities are listed on a regulated market should endeavour to adopt the Code of Principles of Good Corporate Governance (‘the Code’) as contained in Appendix 5.1 to Chapter 5 of the Capital Markets Rules. In terms of the Capital Markets Rules, the Company is hereby reporting on the extent of its adoption of the Code.
The Company acknowledges that the Code does not prescribe mandatory rules but recommends principles to provide proper incentives for the Board of Directors (‘the Board’) and the Company’s management to pursue objectives that are in the interests of the Company and its shareholders. Good corporate governance is the responsibility of the Board, and in this regard, the Board has carried out a review of the Company’s compliance with the Code during the period under review, and hereby provides its report thereon.
As demonstrated by the information set out in this statement, the Company believes that it has, save as indicated herein the section entitled Non-Compliance with the Code, throughout the period under review, applied the principles and complied with the provisions of the Code.
B.Compliance
Principle 1: The Board
The Board, the members of which are appointed by the shareholders, is primarily tasked with the overall direction, administration and management of the Company in such a way as to enhance the prosperity of the business over time, and therefore the value of the shareholders’ investment. The Board is composed of five non-executive Directors and one executive Director.
The Board is in regular contact with the Chief Executive Officer and is continuously informed of any decisions taken in order to ensure an effective contribution to the decision making process, whilst at the same time exercising prudent and effective controls. Directors, individually and collectively, are of appropriate calibre, with the necessary skill and experience to assist them in providing leadership, integrity and judgement in directing the Company towards the maximisation of shareholder value.
The Board delegates specific responsibilities to the Audit Committee, which operates under formal terms of reference approved by the Board.
Further detail in relation to the Audit Committee and the responsibilities of the Board is found in paragraph ‘Principles 4 and 5’ of this statement.
Principle 2: Chairman and Chief Executive Officer
The roles of Chairman and Chief Executive Officer are filled by separate individuals, and the Chief Executive Officer is appointed by the Board for an indefinite period of time. During the period under review, Christian Sammut was the Chief Executive Officer.
The responsibilities and roles of the Chairman and the Chief Executive Officer are clearly established and agreed to by the Board of Directors.
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Corporate governance - Statement of compliance - continued
Principle 2: Chairman and Chief Executive Officer - continued
The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the Board is in receipt of precise, timely and objective information and also encourages active engagement by all members of the Board for discussion of complex and contentious issues. Following the resignation of Nikhil Patil on 16 September 2022, the role remains vacant until a new Chairman is appointed. In the intervening period, Board meetings are chaired by Arthur Galea Salomone.
Principle 3: Composition of the Board
In accordance with the provisions of the Company’s Articles of Association, the appointment of Directors to the Board is exclusively reserved to the Company’s shareholders, except in so far as appointment is made to fill a casual vacancy on the Board, and which appointment would expire at the Company’s Annual General Meeting following appointment. Any vacancy among the Directors may be filled by the co-option of another person to fill such vacancy. Such co-option shall be made by the Board of Directors.
The Board has the overall responsibility for the activities carried out within the Company and the Group and thus decides on the nature, direction, strategy and framework of the activities and sets the objectives for the activities.
The Board of Directors comprises five (5) non-executive Directors and one (1) executive Director whilst a new chairperson of the Board will be appointed by the Board in due course. The following Directors served on the Board during the period under review:
Non-executive Directors
Nikhil Patil (resigned 16 September 2022)
Reuben Attard (resigned 16 September 2022)
Arthur Galea Salomone
Faker Hnid
Deepak Padmanabhan
Michael Mercieca (appointed 16 September 2022)
Daniela Zammit (appointed 16 September 2022)
Executive Director
Christian Sammut (appointed 16 September 2022)
For the purposes of the Code, the non-executive Directors are independent.
Principles 4 and 5: The Responsibilities of the Board and Board Meetings
The Board has a formal schedule of matters reserved to it for decisions, but also delegates specific responsibilities to Board committees, the most prominent being the Audit Committee. Directors receive Board and committee papers in advance of meetings and have access to the advice and services of the Company Secretary. Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Directors are fully aware of their responsibility always to act in the best interests of the Company and its shareholders as a whole, irrespective of whoever appointed or elected them to serve on the Board. As delegated and monitored by the Board, the Company Secretary keeps detailed records of all dealings by Directors and senior executives of the Company and its subsidiaries in the Company’s shares and all minutes of meetings of the Board and its sub-committees.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
13
Corporate governance - Statement of compliance - continued
Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued
There were seven board meetings held during the year under review. Attendance by Board members was as follows:
Attended
Non-executive Directors
Nikhil Patil (resigned 16 September 2022) 3 of 7
Reuben Attard (resigned 16 September 2022) 3 of 7
Arthur Galea Salomone 7 of 7
Faker Hnid 7 of 7
Deepak Padmanabhan 7 of 7
Michael Mercieca (appointed 16 September 2022) 4 of 7
Daniela Zammit (appointed 16 September 2022 4 of 7
Executive Director
Christian Sammut (appointed 16 September 2022) 4 of 7
The Board has the responsibility to ensure that the activities are organised in such a way that the accounts, management of funds and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the activities are identified, defined, measured, monitored and controlled in accordance with external and internal rules, including the Articles of Association of the Company. The Board of Directors, continuously assesses and monitors the Company’s operational and financial performance, assesses and controls risk, and monitors competitive forces in all areas of operation. It also ensures that both the Company and its employees maintain the highest standards of corporate conduct.
During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related. This function is further explained in the Remuneration Report, which also includes the remuneration statement in terms of Code provision 8.A.3 and 8.A.4.
Board Committees
Audit Committee
The Audit Committee supports the work of the Board in terms of quality control of the Group’s financial reports and internal controls. The Audit Committee is currently chaired by Dr Arthur Galea Salomone, with the other members being Ms Daniela Zammit and Mr Michael Mercieca. The Audit Committee is independent and is constituted in accordance with the requirements of the Capital Markets Rules, with Ms Daniela Zammit being chosen as the member competent in accounting and/or auditing in view of his experience in the field. The Chief Finance Officer and the external auditors of the Company attend the meetings of the Committee by invitation. Other executives are requested to attend when required. The Company Secretary also acts as Secretary to the Audit Committee. The Committee scrutinises and monitors related party transactions. It considers the materiality and the nature of the related party transactions carried out by the Company to ensure that the arm’s length principle is adhered to at all times. The Committee held seven (7) meetings during the year. The external auditors attended five (5) of these meetings.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
14
Corporate governance - Statement of compliance - continued
Board Committees - continued
Audit Committee - continued
The Audit Committee is a sub-committee of the Board constituted to fulfil an overseeing role in connection with the quality and integrity of the Company’s financial statements. In performing its duties, the Audit Committee is to maintain effective working relationships with the Board of Directors, management and the external auditors of the Company. The Committee shall also consider the arm’s length nature of related party transactions that the Company carries out. The primary purposes of the Audit Committee shall be to protect the interests of the Company’s shareholders as well as to assist the Board in fulfilling its obligations and effectively discharging its responsibilities in connection with the following matters:
a. ensuring that the Company adopts, maintains and, at all times, applies appropriate accounting and financial reporting processes and procedures;
b. monitoring of the audit of the Company’s annual financial report, in particular, its performance, taking into account any findings and conclusions by the competent authority pursuant to Article 26 (6) of the Statutory Audit Regulation;
c. facilitating the independence of the external audit process and addressing issues arising from the audit process;
d. reviewing of the systems and procedures of internal control implemented by management and of the financial statements, disclosures and adequacy of financial reporting;
e. making of recommendations to the Board in relation to the appointment of the external auditors and the approval of the remuneration and terms of engagement of the external auditors, following the relative appointment by the shareholders in the annual general meeting;
f. monitoring and reviewing of the external auditors’ independence and, in particular, the provision of additional services to the Company;
g. considering and evaluating the arm’s length nature of related party transactions that the Company carries out to ensure that the execution of any such transactions are, indeed, at arm’s length and on a sound commercial basis and ultimately in the best interests of the Company; and
h. ensuring that the Company, at all times, maintains effective risk management and internal control systems, including compliance functions.
As part of its duties, the Committee receives and considers the audited statutory financials statements of all companies comprising the Group.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
15
Corporate governance - Statement of compliance - continued
Principle 6: Information and Professional Development
The Board is responsible for the appointment of the Chief Executive Officer. The Chief Executive Officer, although responsible for the recruitment and selection of senior management, consults with the Board on the appointment of senior management.
On joining the Board, Board members are informed in writing by the Company Secretary of the Directors’ duties and obligations, relevant legislation as well as rules and bye-laws. In addition, Directors have access to the advice and services of the Company Secretary and the Board is also advised directly, as appropriate, by its legal advisors. Directors are also provided with a presentation on the activities of the Company and subsidiaries. On a regular basis, the Directors receive periodic information on the Group’s financial performance and position. The Company Secretary ensures effective information flows within the Board, committees and between senior management and Directors, as well as facilitating professional development. The Company Secretary advises the Board through the Chairman on all governance matters. Directors may, in the course of their duties, take independent professional advice on any matter at the Company’s expense. The Company will provide for additional individual Directors’ training on a requirements basis.
Principle 7: Evaluation of the Board’s Performance
Under the present circumstances, the Board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the Board’s performance is evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself, the Company’s shareholders, the market and the rules by which the Company is regulated as a listed company.
Principle 8: Committees
The Company has opted not to set up a Remuneration Committee and a Nomination Committee. Further explanation is provided under the section entitled Non-Compliance with the Code of this Statement.
Principles 9 and 10: Relations with Shareholders and with the Market, and Institutional Shareholders
The Company recognises the importance of maintaining a dialogue with its shareholders and of keeping the market informed to ensure that its strategies and performance are well understood.
The Company also communicates with its shareholders through the Company’s Annual General Meeting (‘AGM’). The Chairman of the Board ensures that all Directors attend the AGM and that both the Chairman of the Board and the Chairman of the Audit Committee are available to answer questions.
Both the Chairman and Chief Executive Officer also ensure that sufficient contact is maintained with major shareholders to understand issues and concerns.
Apart from the AGM, the Company communicates with its shareholders by way of the Annual Report and Financial Statements and through the Company’s website (www.bmit.com.mt) which also contains
information about the Company and its business, including an Investor Relations section.
In addition, the Company holds meetings with major stockbrokers and financial intermediaries, which meetings usually coincide with the publication of financial statements. The office of the Company Secretary maintains regular communication between the Company and its investors. Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year and are given the opportunity to ask questions at the AGM or to submit written questions in advance. As provided by the Companies Act (Cap. 386) minority shareholders may convene Extraordinary General Meetings.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
16
Corporate governance - Statement of compliance - continued
Principle 11: Conflicts of Interest
The Directors are fully aware of their responsibility to always act in the best interests of the Company and its shareholders irrespective of whoever appointed or elected them to serve on the Board.
On joining the Board and regularly thereafter, the Directors are informed of their obligations on dealing in securities of the Company within the parameters of law, including the Capital Markets Rules, and Directors follow the required notification procedures. None of the Directors held any shares in the Company or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered during this financial year.
Principle 12: Corporate Social Responsibility
The Directors also seek to adhere to accepted principles of corporate social responsibility in their management practices of the Company in relation to the Company’s workforce and the community in general.
C.Non-compliance with the code
Principle 3: Executive and Non-Executive Directors on the Board
As explained in Principle 3 in Section B, the Board is composed entirely of non-executive Directors. Notwithstanding this, it is considered that the Board, as composed, provides for sufficiently balanced skills and experience to enable it to discharge its duties and responsibilities effectively. In addition, no cases of conflict of interest are foreseen.
Principle 4: Succession Policy for the Board (code provision 4.2.7)
This Code Provision recommends ‘the development of a succession policy for the future composition of the Board of Directors and particularly the executive component thereof, for which the Chairman should hold key responsibility’.
In the context of the appointment of Directors being a matter reserved exclusively to the Company’s shareholders (except where the need arises to fill a casual vacancy) as explained under Principle 3 in Section B, considering that every Director retires from office at the AGM and on the basis of the Directors’ non-executive role, the Company does not consider it feasible to have in place such a succession policy.
Principle 6: Succession Plan for Senior Management
Although the Chief Executive Officer is responsible for the recruitment and appointment of senior management, the Company has not established a formal succession plan.
Principle 8 B: Remuneration Committee and Nomination Committee
The Board deems that the setting up of a Remuneration Committee is not necessary within the context of the size, nature and operations of the Company. Its function is carried out by the Board of Directors.
Pursuant to the Company’s Articles of Association, the appointment of Directors to the Board is reserved exclusively to the Company’s shareholders. Within this context, the Board believes that the setting up of a Nomination Committee is currently not suited to the Company since it will not be able to undertake satisfactorily its full functions and responsibilities as envisaged by the spirit of the Code.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
17
Corporate governance - Statement of compliance - continued
Principle 9: Conflicts between Shareholders (code provision 9.3)
Currently there is no established mechanism disclosed in the Company’s Memorandum and Articles of Association to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the appropriate fora, including in Board meetings, wherein the minority shareholders are represented. There is also an open channel of communication between the Company and the minority shareholders via the office of the Company Secretary.
D.Internal controls
The key features of the Group’s system of internal controls are as follows:
Organisation
The Group operates through boards of directors of subsidiaries with clear reporting lines and delegation of powers. The Company’s Chairman is also the chairman of the board of directors of the Company’s subsidiaries.
Control environment
The Group is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Group policies and employee procedures are in place for the reporting and resolution of fraudulent activities.
The Group has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Group objectives. Lines of responsibility and delegation of authority are documented.
The Group and the individual companies comprising it have implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management and the external auditors.
Risk identification
Group management is responsible together with each of the subsidiary companies’ management, for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.
Information and communication
Group companies participate in periodic strategic reviews, which include consideration of long-term financial projections and the evaluation of business alternatives.
Monitoring and corrective action
There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit Committee plans to meet regularly during the year and, within its terms of reference as approved by the Authority, reviews the effectiveness of the Group’s systems of internal financial controls. The committee receives reports from management and the external auditors.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
18
Corporate governance - Statement of compliance - continued
E.General meetings (code provision 5.97.6)
Shareholders’ influence is exercised at the Annual General Meeting (AGM), which is the highest decision-making body of the Company. All shareholders, registered in the Shareholders’ Register, have the right to participate in the Meeting and to vote for the full number of their respective shares. A shareholder who cannot participate in the Meeting can be represented by proxy.
Business at the Company’s AGM will cover the Annual Report and Financial Statements, the declaration of dividends, election of Directors and the approval of their remuneration, the appointment of the auditors and the authorisation of the Directors to set the auditors’ fees. Shareholders’ meetings are called with enough notice to enable the use of proxies to attend, vote or abstain. The Company clearly recognises the importance of maintaining a regular dialogue with its shareholders in order to ensure that its strategies and performance are understood. It communicates with the shareholders through the AGM by way of the Annual Report and Financial Statements and by publishing its results on a regular basis during the year. This is done through the Investor Relations Section on the Company’s internet site, the office of the Company Secretary, and Company announcements to the market in general. Regular meetings are planned to be held with financial intermediaries and stockbrokers.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
19
Remuneration report
A.Remuneration Committee
During the period under review, the functions of the Remuneration Committee were carried out by the Board of Directors in view of the fact that the remuneration of Directors is not performance related. Furthermore, it is the opinion of the Company’s Board of Directors that there is no risk of a conflicting interest in the drawing up of this Policy since it was submitted before the General Meeting of Shareholders for its consideration and approval. Furthermore, the Board of Directors also notes that the aggregate emoluments payable to Directors in any one financial year are subject to the approval of the Shareholders in General Meeting.
B.Remuneration policy
The Company is required to establish a Remuneration Policy with respect to its Directors and the Chief Executive Officer. The remuneration policy is applicable for a maximum period of four years and has been approved by the shareholders at the Annual General Meeting held on 27 July 2020 with 141,429,001 in favour and 5,000 votes against. This remuneration policy approved on 27 July 2020 is in line with the policy applied for the remuneration paid to Directors and Chief Executive Officer in the preceding period. All remuneration for the Directors and the Chief Executive Officer for the year under review was in conformity with this policy. The policy describes the components of such remuneration and how this contributes to the Company’s business strategy, in the context of its long-term sustainable value creation. This remuneration policy is divided into two parts distinguishing between Directors and Chief Executive Officer.
C.Directors’ remuneration
It is the shareholders, in terms of the Memorandum and Articles of Association of the Company, who determine the maximum annual aggregate emoluments of the Directors by resolution at the Annual General Meeting of the Company. Remuneration payable to directors (in their capacity as directors) is reviewed as and when necessary and is not linked to the share price or the Group’s performance. These are benchmarked against market practice for major local companies of similar size and complexity.
The aggregate amount fixed for this purpose during the last Annual General Meeting was €200,000. None of the Directors have any service contracts with the Group and/or Company but two (2) of the Directors (up to their resignation on 16 September 2022) are employees of the immediate parent company of BMIT Technologies p.l.c whilst one Director is an employee of the ultimate parent. However, there are no specific amounts of their remuneration allocated to their role at BMIT Technologies p.l.c. Moreover, none of the Directors, in their capacity as Directors of the Company, are entitled to profit sharing, share options, pension benefits, termination payments or any other remuneration. No variable remuneration is paid to Directors in their capacity as Directors of the Company. A benchmarking exercise was conducted and despite the fact that the AGM approved a total amount of €200,000, the Directors’ fees as approved by the Board for 2022 and 2021 were set at €20,000 per annum for each Director. This level was deemed consistent with market practice and conducive to the achievement of the Company’s strategic objectives. The Board of Directors has agreed to review the current remuneration to ensure that it is commensurate with the duties and responsibilities of directors. Furthermore, in accordance with its Articles of Association, the Company shall provide for the payment of all reasonable travelling, hotel and other expenses properly incurred by the Directors in attending meetings of the Company or otherwise in connection with the business of the Company. Such expenses shall be reimbursed by the Company in accordance with its expenses policy and against the presentation of the relative receipts. Directors shall also be entitled to certain other non-cash benefits as may be deemed reasonable and appropriate. No non-cash benefits were offered to Directors during the current year.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
20
Remuneration report - continued
C.Directors’ remuneration - continued
Total emoluments received by Directors during the financial year 2022 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €105,963. In terms of Code Provision 12.1 of the Malta Financial Services Authority Capital Market Rules, directors’ emoluments paid for the financial year 2022 and 2021 were as follows:
2022
2021
€
€
Nikhil Patil (resigned 16 September 2022)
14,242
20,000
Arthur Galea Salomone
20,000
20,000
Reuben Attard (resigned 16 September 2022)
14,222
20,000
Saviour sive Sonny Portelli (resigned on 26 May 2021)
-
8,333
Faker Hnid
20,000
20,000
Deepak Padmanabhan (appointed on 26 May 2021)
20,000
12,000
Michael Mercieca (appointed 16 September 2022)
5,833
-
Daniela Zammit (appointed 16 September 2022)
5,833
-
Christian Sammut (appointed 16 September 2022)
5,833
-
105,963
100,333
D.Chief Executive Officer’s remuneration
It is the Board of Directors who determines the overall structure and parameters of BMIT’s Remuneration Policy with respect to its CEO. The remuneration policy is designed in a manner as would assist in the recruitment and retention of a qualified and professional individual having the required experience in data centre, cloud and managed IT services industries and who can steer the Company’s short and long-term business plans forward in a highly competitive market.
The CEO remuneration package is made up of fixed and variable elements, including provisions for the payment of lump sum in return for the CEO accepting a non-competition clause that would be triggered upon termination of the employment. Termination of employment by employer would also attract a claim over the pro-rata amount of variable remuneration due to the CEO at time of termination. However, the package does not provide for profit sharing or share options, pension benefits and early retirement schemes.
The fixed element, emanating from the contract of employment, is determined by reference to market practice amongst other factors, and is set at a level that motivates the CEO in striving to attain company long-term strategic and performance objectives.
The variable element of the remuneration is structured as a management bonus scheme aimed at rewarding the CEO’s performance. This variable component reflects the CEO’s achievement of a set of targets designed to contribute to the business interests and sustainability of the Company over a determined financial period. Elements of the scheme may vary periodically depending on the business circumstances of the Company. They shall, however, in all cases be consistent with the Company’s strategies and aligned with shareholder interests. Performance objectives shall be financial and/or operational in nature and shall be determined from time to time. These may include EBITDA-based objectives, project realisation and similar. The degree of achievement of these targets shall be determined by the Board of Directors which shall compare the realised outcomes against the target objectives. The Board considers the linkage between the fixed remuneration and the variable remuneration to be appropriate, also by reference to the ratio of fixed to variable elements. Furthermore, the Company does not have the possibility to reclaim any variable remuneration. The level of variable remuneration is deemed set at a level that contributes to striving towards attaining the Company’s long-term performance goals. As regards to non-cash benefits, the CEO is entitled to health insurance, telephone expenses, car-cash allowance, and a company car.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
21
Remuneration report – continued
D.Chief Executive Officer’s remuneration - continued
The total emoluments receivable by the Chief Executive Officer for this financial year are as follows: Christian Sammut: fixed remuneration of €150,876 (2021: €150,785); variable remuneration of €90,526 (2021: €120,218) predominantly based on the achievement of pre-established EBITDA targets set by the Board of Directors. Other benefits as described above amounted to €11,246 (2021: €11,032). As a result, the total emoluments receivable by the CEO during 2022 amount to €252,648 (2021: €282,035).
E.Senior executives’ remuneration
For the purposes of this remuneration statement, references to Senior Management shall mean the Chief Executive Officer and the Chief Officers.
The base salaries of all Senior Management are established in accordance with the Company’s salary structure determined strategically by the Company. The Board of Directors is satisfied that in all cases the base remuneration established is in line with the criteria described in this report. In particular, in reaching this conclusion, the Board of Directors has paid due regard to market conditions and remuneration rates offered by comparable organisations for comparable roles and to the established performance-related remuneration and evaluation system.
Members of the Senior Management are each entitled to a cash performance bonus. In addition, the Board of Directors may approve additional bonuses for outstanding performances and achievements. Performance is measured on the basis of appraisals drawn up or endorsed by the CEO. These bonuses constitute the variable remuneration disclosed in the table below.
The rate at which the bonus is paid depends on the Board’s evaluation of the CEO’s assessment of the individual officer’s performance. Bonuses are calculated on the basis of personal performance, and Company objectives. Total amounts are subject to the discretion of the Board of Directors.
The Company does not have a policy in place which regulates the terms and conditions of contracts of Senior Management with respect to contract duration, notice periods, termination payments and related matters.
Senior Management are entitled to non-cash benefits in terms of health insurance and telecommunication expenses. None of the Senior Management are entitled to profit sharing, share options or pension benefits.
Total emoluments receivable by senior executives, including the CEO, during the financial years 2022 and 2021 in terms of Code Provisions 8.A.5 are as follows: fixed remuneration of €649,048 (2021: €630,575); variable remuneration of €289,794 (2021: €342,487); and other benefits as described above amounting to €24,712 (2021: 24,253). As a result, the total emoluments receivable by the senior executives, including the CEO during 2022 amounted to €963,554 (2021: €997,315).
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
22
Remuneration report - continued
F.Other information on remuneration in terms of Appendix 12.1 of the Capital Markets Rules
In terms of the requirements within Appendix 12.1 of the Capital Market Rules, the following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees (other than directors) over the three most recent financial years. Directors’ remuneration has been excluded from the table below since it is based on a fixed fee as described in Section C above.
2022/2021
2021/2020
CEO remuneration
(10.4%)
9.1%
Company performance – EBITDA
0.5%
1.4%
Average employee remuneration per full time equivalent (excluding
subcontracted employees & CEO)
1.3%
9.0%
The Company’s performance is measured using EBITDA as management has determined that EBITDA is the best measure of the Company’s direct performance.
The contents of the Remuneration Report have been reviewed by the external auditor to ensure that the information required in terms of Appendix 12.1 to Chapter 12 of the Capital Market rules have been included.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
23
Company information
Our purpose
Our purpose as BMIT Technologies is to power businesses to achieve their desired outcomes through harnessing technology.
Company registration number: C48299
Registered office:
Building SCM 02, Level 2
SmartCity Malta
Ricasoli, Kalkara, SCM 1001
Malta
Registered shareholders with five percent (5%) or more of the Share Capital of the Company:
As at 31 December 2022, only GO p.l.c. and Rizzo Farrugia & Co. (stk) Ltd. held a shareholding in excess of 5% of the total issued share capital.
Board of Directors
Non-executive Directors
Nikhil Patil (resigned 16 September 2022)
Reuben Attard (resigned 16 September 2022)
Arthur Galea Salomone
Faker Hnid
Deepak Padmanabhan
Michael Mercieca (appointed 16 September 2022)
Daniela Zammit (appointed 16 September 2022)
Executive Director
Christian Sammut (appointed 16 September 2022)
Company Secretary
Dr Francis Galea Salomone
Chief Officers
Christian Sammut - Chief Executive Officer
Nick Tonna - Chief Customer Officer
Jack Mizzi - Chief Marketing Officer
Alexia Muscat - Chief Financial Officer
Gordon Bezzina - Chief Technical Officer
Dione Vella - Chief Digital and Compliance Officer
Karl Demicoli - Chief of Human Resources
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
24
Statements of financial position
As at 31 December
-
Group
Company
2022
2021
2022
2021
Notes
€’000
€’000
€’000
€’000
ASSETS
Non-current assets
Property, plant and equipment
5
9,074
9,987
-
-
Right-of-use assets
6
2,396
2,797
-
-
Intangible assets
7
3,203
3,203
-
-
Investment in subsidiaries
8
-
-
19,722
19,722
Investment in associates
9
1,582
1,573
1,582
1,567
Trade and other receivables
11
322
246
-
-
Total non-current assets
16,577
17,806
21,304
21,289
Current assets
Inventories
10
146
170
-
-
Trade and other receivables
11
2,337
1,734
5,479
5,492
Current tax assets
179
-
-
-
Cash and cash equivalents
12
6,251
5,803
4,065
4,300
Total current assets
8,913
7,707
9,544
9,792
Total assets
25,490
25,513
30,848
31,081
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
25
Statements of financial position - continued
As at 31 December
-
Group
Company
2022
2021
2022
2021
Notes
€’000
€’000
€’000
€’000
EQUITY AND LIABILITIES
Equity
Share capital
13
20,360
20,360
20,360
20,360
Other reserves
14
(4,097)
(4,097)
-
-
Accumulated losses/retained earnings
(5,205)
(5,476)
5,618
5,352
Total equity
11,058
10,787
25,978
25,712
Non-current liabilities
Lease liabilities
16
2,284
2,670
-
-
Borrowings
17
3,544
3,536
-
-
Deferred tax liabilities
15
352
331
-
-
Trade and other payables
18
313
210
-
-
Total non-current liabilities
6,493
6,747
-
-
Current liabilities
Lease liabilities
16
415
391
-
-
Trade and other payables
18
7,524
7,350
4,870
5,369
Current tax liabilities
-
238
-
-
Total current liabilities
7,939
7,979
4,870
5,369
Total liabilities
14,432
14,726
4,870
5,369
Total equity and liabilities
25,490
25,513
30,848
31,081
The notes on pages 30 to 79 are an integral part of these consolidated financial statements.
The financial statements on pages 24 to 79 were approved and authorised for issue by the Board of Directors on 8 March 2023. The financial statements were signed on behalf of the Company’s Board of Directors by Dr. Arthur Galea Salomone and Daniela Zammit as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report 2022.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
26
Statements of comprehensive income
As at 31 December
-
Group
Company
2022
2021
2022
2021
Notes
€’000
€’000
€’000
€’000
Revenue
19
25,781
25,300
246
-
Cost of sales
20
(13,722)
(13,340)
-
-
Gross profit
12,059
11,960
246
-
Administrative expenses
20
(3,474)
(3,600)
(246)
(341)
Investment income
23
-
-
8,231
8,275
Operating profit
8,585
8,360
8,231
7,934
Finance costs
24
(250)
(266)
-
-
Profit before tax
8,335
8,094
8,231
7,934
Tax expense
25
(2,980)
(3,031)
(2,881)
(2,896)
Profit for the year
26
5,355
5,063
5,350
5,038
Attributable to:
Owners of the Company
26
5,355
5,063
5,350
5,038
Earnings per share (€)
26
0.03
0.02
The notes on pages 30 to 79 are an integral part of these consolidated financial statements.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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Statements of changes in equity
Group
Attributable to the owners of the Company
Share
Other
Accumulated
capital
reserves
losses
Total
Note
€’000
€’000
€’000
€’000
Balance at 1 January 2021
20,360
(4,097)
(4,590)
11,673
Comprehensive income
Profit for the year
-
-
5,063
5,063
Transaction with owners
Distributions to owners:
Dividends
27
-
-
(5,949)
(5,949)
Balance at 31 December 2021
20,360
(4,097)
(5,476)
10,787
Balance at 1 January 2022
20,360
(4,097)
(5,476)
10,787
Comprehensive income
Profit for the year
-
-
5,355
5,355
Transaction with owners
Distributions to owners:
Dividends
27
-
-
(5,084)
(5,084)
Balance at 31 December 2022
20,360
(4,097)
(5,205)
11,058
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
28
Statements of changes in equity - continued
Company
Share
Retained
capital
earnings
Total
Note
€’000
€’000
€’000
Balance at 1 January 2021
20,360
6,263
26,623
Comprehensive income
Profit for the year
-
5,038
5,038
Transactions with owners
Distributions to owners:
Dividends
27
-
(5,949)
(5,949)
Balance at 31 December 2021
20,360
5,352
25,712
Balance at 1 January 2022
20,360
5,352
25,712
Comprehensive income
Profit for the year
-
5,350
5,350
Transactions with owners
Distributions to owners:
Dividends
27
-
(5,084)
(5,084)
Balance at 31 December 2022
20,360
5,618
25,978
The notes on pages 30 to 79 are an integral part of these consolidated financial statements.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
29
Statements of cash flows
As at 31 December
-
Group
Company
2022
2021
2022
2021
Notes
€’000
€’000
€’000
€’000
Cash flows from operating activities
Cash generated from/(used in) operations
28
10,478
13,501
(486)
3,496
Investment income
23
-
-
8,231
8,275
Interest paid on lease liabilities
24
(89)
(101)
-
-
Interest paid on borrowings
24
(153)
(165)
-
-
Income tax paid
(3,376)
(3,285)
(2,881)
(2,896)
Net cash generated from operating activities
6,860
9,950
4,864
8,875
Cash flows from investing activities
Purchase of property, plant and equipment
5
(1,043)
(1,660)
-
-
Proceeds from disposal of property, plant and equipment
5
207
3
-
-
Payments to acquire investment in associate
9
(15)
-
(15)
-
Net cash used in investing activities
(851)
(1,657)
(15)
-
Cash flows from financing activities
Dividends paid
27
(5,084)
(5,949)
(5,084)
(5,949)
Principal elements of lease payments
16
(477)
(459)
-
-
Net cash used in financing activities
(5,561)
(6,408)
-
(5,949)
Net movement in cash and cash equivalents
448
1,885
(235)
2,926
Cash and cash equivalents at beginning of year
5,803
3,918
4,300
1,374
Cash and cash equivalents at end of year
12
6,251
5,803
4,065
4,300
The notes on pages 30 to 79 are an integral part of these consolidated financial statements.
BMIT TECHNOLOGIES p.l.c.
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30
Notes to the consolidated financial statements
1.Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 Basis of preparation
The consolidated financial statements include the financial statements of BMIT Technologies p.l.c. and its subsidiaries and are prepared in accordance with the requirements of International Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the Maltese Companies Act (Cap. 386). They have been prepared under the historical cost convention as modified by the fair valuation of property, plant and equipment. Unless otherwise stated, all financial information presented has been rounded to the nearest thousand.
The preparation of financial statements in conformity with IFRSs as adopted by the EU requires the use of certain accounting estimates. It also requires Directors to exercise their judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.
Standards, interpretations and amendments to published standards effective in 2022
In 2022, the Group and Company adopted amendments to existing standards that are mandatory for the Group and Company’s accounting period beginning on 1 January 2022. The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in changes to the Group and Company’s accounting policies impacting the financial performance and position.
Standards, interpretations and amendments to published standards that are not yet adopted
Certain new standards, amendments and interpretations to existing standards have been published by the date of authorisation for issue of these financial statements but are mandatory for the Group’s accounting periods beginning after 1 January 2022. The Group and Company have not early adopted these revisions to the requirements of IFRSs as adopted by the EU and the Company’s directors are of the opinion that there are no requirements that will have a possible significant impact on the Group and Company’s financial statements in the period of initial application.
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1.Summary of significant accounting policies - continued
1.2 Consolidation
(a)Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control. De-facto control may arise in circumstances where, for instance the size of the Group’s voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The Group applies the acquisition method of accounting to account for business combinations that fall within the scope of IFRS 3. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed (identifiable net assets) in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.
Goodwill is initially measured as the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If this is less than the fair value of the identifiable net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.
Upon consolidation, inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries are changed where necessary to ensure consistency with the policies adopted by the Group.
In the Company’s separate financial statements, investments in subsidiaries are accounted for by the cost method of accounting, i.e. at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes directly attributable costs of acquiring the investment. Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where there has been an impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in the Company’s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
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1.Summary of significant accounting policies - continued
1.2 Consolidation - continued
(b)Transactions with non-controlling interests
The Group treats transactions with non-controlling interests, where the acquisition or disposal of partial interests in a subsidiary has no impact on the Group’s ability to control the subsidiary’s financial and operating policies, as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of the identifiable net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
(c) Disposal of subsidiaries
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
(d) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting in the consolidated financial statements. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investment in associates includes goodwill identified on acquisition.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.
The Group’s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it
has incurred legal or constructive obligations or made payments on behalf of the associate.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit/(loss) of associates’ in the income statement.
Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
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1.Summary of significant accounting policies - continued
1.2 Consolidation - continued
(d) Associates - continued
Dilution gains and losses arising in investments in associates are recognised in the income statement.
In the Company’s separate financial statements, investments in associates are accounted for by the cost method of accounting, i.e. at cost less impairment. Provisions are recorded where, in the opinion of the Directors, there is impairment in value. Where there has been impairment in the value of an investment, it is recognised as an expense in the period in which the diminution is identified. The results of the associate are reflected in the Company’s separate financial statements only to the extent of dividends receivable. On disposal of an investment, the difference between the net disposal proceeds and the carrying amount is charged or credited to profit or loss.
(e) Business combinations involving entities under common control
Business combinations involving entities under common control are transactions in which all of the combining entities are controlled by the same party or parties before and after the transaction and that control is not transitory. The key feature of a transaction among entities under common control is that there is no change in the ultimate control of the combining entities as a result of the transaction. Control could be exercised by a group of individuals that are all part of the same close family group when they have the collective power to govern the financial and operating policies of the entity.
The Company has chosen to apply the pooling of interests method (or ‘predecessor accounting’) to account for transactions involving entities under common control. The Company accounts for business combinations involving entities under common control by recording:
-the transaction as if it had already taken place at the beginning of the earliest period presented;
-the assets and liabilities of the acquired entity using predecessor book values from the consolidated financial statements of the controlling party; and
-the difference between the consideration given and the aggregate book value of the assets and liabilities of the acquired entity as an adjustment to equity.
When the controlling party does not prepare financial statements, the book values from the financial statements of the acquired entity are used.
1.3 Segment reporting
The Group determines and presents operating segments based on the information that internally is provided to the Board of Directors, which is the Group’s chief operating decision-maker in accordance with the requirements of IFRS 8 ‘Operating Segments’.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components, and for which discrete financial information is available. An operating segment’s operating results are reviewed regularly by the Board of Directors to make decisions about resources to be allocated to the segment and to assess its performance executing the function of the chief operating decision-maker.
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1.Summary of significant accounting policies - continued
1.4 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in euro, which is the Company’s functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. All foreign exchange gains and losses are presented in the income statement within ‘other income’ or ‘other expenses’.
1.5 Property, plant and equipment
All property, plant and equipment is initially recorded at historical cost. Land and buildings are shown at fair value based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings. Valuations are carried out on a regular basis such that the carrying amount of property does not differ materially from that which would be determined using fair values at the end of the reporting period. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset.
All other property, plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
Borrowing costs which are incurred for the purpose of acquiring or constructing a qualifying asset are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway. Capitalisation of borrowing costs is ceased once the asset is substantially complete, and is suspended if the development of the asset is suspended.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive income and shown as a revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same individual asset are charged in other comprehensive income and debited against the revaluation reserve directly in equity; all other decreases are charged to profit or loss. Any subsequent increases are recognised in profit or loss up to the amount previously charged to profit or loss, and then reflected in other comprehensive income and shown as a revaluation reserve.
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1.Summary of significant accounting policies - continued
1.5 Property, plant and equipment - continued
Land is not depreciated as it is deemed to have an indefinite life. Depreciation on other assets is calculated using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful life. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.
The rates of depreciation used for the current and comparative periods are as follows:
%
Buildings
2 - 10
Improvements to premises
6 - 10
Office furniture and equipment
10 - 25
Data centre equipment
5 - 20
Other equipment
25 - 50
The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 1.7).
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount and are recognised in profit or loss.
When revalued assets are sold, the amounts included in the revaluation reserve relating to the asset are transferred to retained earnings.
1.6 Intangible assets
(a)Goodwill
Goodwill represents the excess of the consideration transferred over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’.
Goodwill that is recognised separately within ‘intangible assets’ is carried at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units (CGUs) or groups of CGUs that are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, and also whenever there is an indication that the unit may be impaired, by comparing the carrying amount of the unit, including the goodwill, with the recoverable amount of the unit. The recoverable amount is the higher of fair value less costs to sell and value in use. Impairment losses on goodwill are not reversed.
(b)Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. These assets have a finite useful life and are carried at cost less accumulated amortisation, which amortisation is calculated using the straight-line method over the expected life of the brand. The fair value of the brand names acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of the trademark being owned.
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1.Summary of significant accounting policies - continued
1.6 Intangible assets - continued
(c)Customer relationships
Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationships. The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.
Amortisation
Amortisation is calculated using the straight-line method to allocate the cost of the intangible assets to their residual value over their estimated useful lives as follows:
Years
Brand names
10
Customer relationships
5
The assets’ residual values and useful lives are reviewed and adjusted as appropriate, at the end of each reporting period.
1.7 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill or certain intangible assets, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
Goodwill that forms part of the carrying amount of an investment in a joint venture is not recognised separately, and therefore is not tested for impairment separately. Instead, the entire amount of the investment in a joint venture is tested for impairment as a single asset when there is objective evidence that the investment in a joint venture may be impaired.
1.8 Financial assets
1.8.1 Classification
The Group classifies its financial assets in the following measurement categories:
•those to be measured subsequently at fair value (either through OCI or through profit or loss), and
•those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
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1.Summary of significant accounting policies - continued
1.8 Financial assets - continued
1.8.1 Classification - continued
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held-for-trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt instruments when and only when its business model for managing those assets changes.
1.8.2 Recognition and derecognition
The Group recognises a financial asset in its statement of financial position when it becomes a party to the contractual provisions of the instrument.
Regular way purchases and sales of financial assets are recognised on settlement date, the date on which an asset is delivered to or by the Group. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership or has not retained control of the asset.
1.8.3 Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
•Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
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1.Summary of significant accounting policies - continued
1.8 Financial assets - continued
1.8.3 Measurement - continued
•FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment losses are presented as separate line item in the statement of profit or loss.
•FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments are recognised in profit or loss as other income when the Group’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
1.8.4 Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables (see Note 2.1(b) for further details).
1.9 Inventories
Goods held for resale and other inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average cost method, and comprises the invoiced value of goods, including transport and handling costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
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1.Summary of significant accounting policies - continued
1.10 Trade and other receivables
Trade receivables comprise amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less credit loss allowances.
Trade receivables are recognised initially at the amount of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
1.11 Cash and cash equivalents
In the statement of cash flows, cash and cash equivalents includes cash in hand and deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
1.12 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
1.13 Financial liabilities
The Group recognises a financial liability in its statement of financial position when it becomes a party to the contractual provisions of the instrument. The Group’s financial liabilities, other than derivative contracts, are classified as financial liabilities measured at amortised cost, i.e. which are not at fair value through profit or loss. Financial liabilities not at fair value through profit or loss are recognised initially at fair value, being the fair value of consideration received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial liability. These liabilities are subsequently measured at amortised cost. The Group derecognises a financial liability from its statement of financial position when the obligation specified in the contract or arrangement is discharged, is cancelled or expires.
1.14 Trade and other payables
Trade payables comprise obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
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1.Summary of significant accounting policies - continued
1.15 Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period.
1.16 Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the statement of financial position 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 realise the asset and settle the liability simultaneously.
1.17 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date.
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
1.18 Provisions for legal and other claims
Provisions for legal and other claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
41
1.Summary of significant accounting policies - continued
1.19 Revenue recognition
Revenues include all revenues from the ordinary business activities. Ordinary activities do not only refer to the core business but also to other recurring sale of goods or rendering of services. Revenues are recorded net of value added tax.
Sale of goods
Revenue from the sale of goods is recognised when a Group entity sells a product to the customer.
Sales are recognised when control of the products has been transferred, being when the products are delivered to the buyer, the buyer has full discretion over the products, and there is no unfulfilled obligation that could affect the buyer’s acceptance of the products. Delivery occurs when the risks of obsolescence and loss have been transferred to the buyer, and either the buyer has accepted the products, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
Sale of services
Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.
Where the contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost plus margin. If contracts include the installation of hardware, revenue for the hardware is recognised at a point in time when the hardware is delivered, the legal title has passed and the customer has accepted the hardware.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
Financing
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Dividend income
Dividend income is recognised when the right to receive payment is established.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
42
1.Summary of significant accounting policies - continued
1.20 Contract costs
Contract costs comprise the incremental costs of obtaining a contract (mainly sales commission paid to employees and third-party resellers) and the costs to fulfill a contract. These must be capitalised if it can be assumed that the costs will be compensated by future revenue from the contract. Incremental costs of obtaining a contract are additional costs that would have not been incurred had the contract not been concluded. Costs to fulfill a contract are costs relating directly to a contract that are incurred after contract inception and serve the purpose of fulfilling the contract but are incurred prior to fulfillment and cannot be capitalised under any other standard. The Group makes use of the option to immediately recognise contract costs as an expense if the amortisation period of the asset it would have recognised in respect of them, would not have exceeded a year.
The costs of obtaining service contracts are capitalised and released to profit or loss on a straight-line basis over the enforceable contract term or over the estimated period of the customer relationship, if shorter.
Costs to fulfill a contract, when they qualify as non-distinct from the performance obligation, are capitalised and costs incurred are recorded on a time-apportioned basis over the effective period of the contract. The assumptions underlying the period over which the costs of fulfilling a contract are expensed are periodically reviewed and adjusted in line with observations; termination of the contractual relationship with the customer results in the immediate expensing of the remaining deferred costs. Where the carrying amount of deferred costs exceeds the remaining consideration expected to be received for the transfer of the related goods and services, less expected costs relating directly to the transfer of these goods and services still to be incurred, the excess amount is similarly immediately expensed.
1.21 Customer contract assets and liabilities
The timing of revenue recognition may differ from customer invoicing. Trade receivables presented in the statement of financial position represent an unconditional right to receive consideration (primarily cash), i.e. the services and goods promised to the customer have been transferred.
By contrast, contract assets mainly refer to amounts allocated per IFRS 15 as compensation for goods or services provided to customers for which the right to collect payment is subject to providing other services or goods under that same contract. Contract assets, like trade receivables, are subject to impairment for credit risk. The recoverability of contract assets is also verified, especially to cover the risk of impairment should the contract be interrupted.
Contract liabilities represent amounts paid by customers before receiving the goods and/or services promised in the contract. This is typically the case for advances received from customers or amounts invoiced and paid for goods or services not transferred yet, such as contracts payable in advance or prepaid packages.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
43
1.Summary of significant accounting policies - continued
1.22 Leases
The Group is the lessee
At inception of a contract, an entity shall assess whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
•fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
•amounts expected to be payable by the Group under residual value guarantees;
•the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
•payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group:
•where possible, uses recent third-party financing received by the lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received;
•uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, where there is no third party financing; and
•makes adjustments specific to the lease, e.g. term, country, currency and security.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
•the amount of the initial measurement of lease liability;
•any lease payments made at or before the commencement date less any lease incentives received; and
•any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
44
1.Summary of significant accounting policies - continued
1.22 Leases - continued
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For leases of properties, the following factors are normally the most relevant:
•If there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate);
•If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate);
•Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
The Group is the lessor
Assets leased out under operating leases are included in property, plant and equipment in the statement of financial position and are accounted for in accordance with Note 1.5. They are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income from operating leases recognised in profit or loss on a straight-line basis over the lease term. The Group did not need to make any adjustments to the accounting for assets held as lessor as a result of the adoption of the new leasing standard.
1.23 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s shareholders.
The Company measures a liability to distribute non-cash assets as a dividend to its owners at the fair value of the assets to be distributed. Upon settlement of the dividend payable the Company recognises the difference between the carrying amount of the assets to be distributed and the carrying amount of the dividend payable in profit or loss.
1.24 Borrowing costs
Borrowing costs which are incurred for the purpose of acquiring or constructing qualifying property, plant and equipment are capitalised as part of its cost. Borrowing costs are capitalised while acquisition or construction is actively underway, during the period of time that is required to complete and prepare the asset for its intended use. Capitalisation of borrowing costs is ceased once the asset is substantially complete and is suspended if the development of the asset is suspended. All other borrowing costs are expensed. Borrowing costs are recognised for all interest-bearing instruments on an accrual basis using the effective interest method. Interest costs include the effect of amortising any difference between initial net proceeds and redemption value in respect of the Group’s interest-bearing borrowings.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
45
2.Financial risk management
2.1 Financial risk factors
The Group’s activities potentially expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and cash flow interest rate risk), credit risk and liquidity risk. The Group’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group’s Board of Directors provides principles for overall Group risk management, as well as policies covering risks referred to above and specific areas such as investment of excess liquidity. The Group did not make use of derivative financial instruments to hedge certain risk exposures during the current and preceding financial years.
(a)Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities which are denominated in a currency that is not the respective entity’s functional currency, which would be considered a foreign currency. The Group’s revenues, purchases and operating expenditure, financial assets and liabilities, including financing, are mainly denominated in euro, and therefore foreign exchange risk is not considered significant.
(ii) Cash flow and fair value interest rate risk
The Group has no significant interest-bearing assets except for cash and cash equivalents subject to variable interest rates. Assets earning interest at variable rates expose the Group to cash flow interest rate risk whereas assets earning interest at fixed rates expose the Group to fair value interest rate risk.
The Group’s interest rate risk principally arises from bank borrowings (Note 17), which are subject to fixed interest rates. In this respect, the Group is potentially exposed to fair value interest rate risk in view of the fixed interest nature of these instruments, which are however measured at amortised cost.
Management does not consider cash flow and fair value interest rate risk to be significant in view of the nature and terms of the instruments highlighted above. Accordingly, a sensitivity analysis for this risk disclosing how profit or loss and equity would have been affected by changes in interest rates that were reasonably possible at the end of the reporting period is not deemed necessary.
(iii) Price risk
The Group is not exposed to equity securities price risk.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
46
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks, loans and receivables, as well as credit exposures to customers, including outstanding receivables and committed transactions. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the end of the reporting period was:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Carrying amounts
Trade and other receivables (Note 11)
799
611
5,479
5,379
Cash and cash equivalents (Note 12)
6,251
5,803
4,065
4,300
7,050
6,414
9,544
9,679
The maximum exposure to credit risk at the end of the reporting period in respect of the financial assets mentioned above is equivalent to their carrying amount as disclosed in the respective notes to the financial statements. The Group does not hold any significant collateral as security in this respect. The figures disclosed in the table above in respect of trade and other receivables exclude prepayments.
Trade and other receivables
The Group assesses the credit quality of its trade customers, the majority of which are unrated, taking into account financial position, past experience and other factors. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. It has policies in place to ensure that sales of services are affected to customers with an appropriate credit history. Standard credit terms are in place for individual clients, however, wherever possible, new corporate customers are analysed individually for creditworthiness before the Group’s standard payment and service delivery terms and conditions are offered. The creditworthiness analysis for new customers includes a review through external creditworthiness databases when available. The Group monitors the performance of its trade and other receivables on a regular basis to identify incurred collection losses, which are inherent in the Group’s debtors, taking into account historical experience in collection of accounts receivable.
In view of the nature of the Group’s activities and the market in which it operates, a limited number of customers account for a certain percentage of the Group’s trade and other receivables. Whilst no individual customer or group of dependent customers is considered by management as a significant concentration of credit risk with respect to contractual debts, these material exposures are monitored and reported more frequently and rigorously. These customers trade frequently with the respective Group undertaking and are deemed by management to have positive credit standing, usually taking cognisance of the performance history without defaults.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
47
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
The Group manages credit limits and exposures actively in a practicable manner such that past due amounts receivable from customers are within controlled parameters. The Group’s trade and other receivables, which are not impaired financial assets, are principally debts in respect of transactions with customers for whom there is no recent history of default. Management does not expect significant losses from non-performance by these customers.
Impairment of trade and other receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. Contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for contract assets. These rates are applied to the gross receivables less any deposits held.
The expected loss rates are based on the payment profiles of sales over a period of time before the reporting date and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group adjusts the historical loss rates based on expected changes in these factors. On that basis, the loss allowance was determined for the Group as follows:
Up to 30
31 to 60
61 to 90
91 to 120
121 to 150
+151 days
days past
days past
days past
days past
days past
past
due
due
due
due
due
due
Total
31 December 2022
Weighted average
expected loss rate
1%
1%
3%
13%
38%
96%
Gross carrying amount -
trade receivables (€’000)
490
306
3
8
3
66
876
Loss allowance applied
after netting off the
deposits (€’000)
7
6
1
4
3
56
77
31 December 2021
Weighted average
expected loss rate
1%
1%
3%
14%
38%
94%
Gross carrying amount -
trade receivables (€’000)
391
155
7
14
30
130
727
Loss allowance applied
after netting off the
deposits (€’000)
4
2
0
4
11
95
116
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
48
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
The Group actively monitors information available on macroeconomic factors, affecting repayment ability, as well as the actual and projected impact of geopolitical, economic and other developments on the business model of the customers serviced by the Group. Payment patterns attributable to the Group’s customers is thoroughly and regularly assessed to determine whether any deterioration in collection rates is being experienced. The Group determined that the expected credit losses have not materially changed taking cognisance of the projected impact on the repayment ability of the Group’s customers, the repayment pattern actually experienced, and the estimated life of receivables.
Credit loss allowances include specific provisions against credit impaired individual exposures with the amount of the provisions being equivalent to the balances attributable to credit impaired receivables. The Group considers that there is evidence of impairment if any of the following indicators is present:
- significant financial difficulties of the debtor,
- probability that the debtor will enter bankruptcy or financial reorganisation, and
- default or late payments (more than 90 days overdue).
The closing loss allowances for trade receivables as at 31 December 2022 and 2021 reconcile to the opening loss allowances as follows:
Group
2022
2021
€’000
€’000
Trade and other receivables
Balance at 1 January
116
100
Change in loss allowances recognised
in profit or loss during the year
(41)
16
Balance at 31 December
77
116
The Group established an allowance for impairment that represented its estimate of expected credit losses in respect of trade and other receivables. The individually credit impaired trade receivables mainly relate to a number of independent customers which are in unexpectedly difficult economic situations and which are accordingly not meeting repayment obligations. Hence, provisions for impairment in respect of credit impaired balances with corporate trade customers relate to entities which are in adverse trading and operational circumstances. Reversals of provisions for impairment of credit impaired receivables arise in those situations where customers recover from unfavourable circumstances and accordingly start meeting repayment obligations. The Group and the Company do not hold any significant collateral as security in respect of the credit impaired assets.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a period of greater than 180 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment losses within administrative expenses. Subsequent recoveries of amounts previously written off are credited against the same line item.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
49
2.Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
Cash and cash equivalents
The Group principally banks with local and European financial institutions with high quality standing but which are unrated. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected credit loss allowance was insignificant.
Amounts due from subsidiaries and related parties
The Group and Company’s receivables include amounts owed by subsidiaries and related parties (Note 11). The Group and Company monitor intra-group credit exposures at individual entity level on a regular basis and ensure timely performance of these assets in the context of overall Group liquidity management. The Group and Company assess the credit quality of these parties taking into account financial position, performance and other factors. The Group and Company take cognisance of the related party relationship with these entities and management does not expect any losses from non-performance or default. Since these balances are repayable on demand, expected credit losses are based on the assumption that repayment of the balance is demanded at the reporting date. Accordingly, the expected credit loss allowance attributable to such balances is insignificant.
(c) Liquidity risk
The Group is exposed to liquidity risk in relation to meeting future obligations associated with its financial liabilities, which comprise lease liabilities, borrowings and trade and other payables (refer to Notes 16, 17 and 18 for further information). Prudent liquidity risk management includes maintaining sufficient cash and committed credit lines to ensure the availability of an adequate amount of funding to meet the Group’s obligations.
Management monitors liquidity risk by reviewing expected cash flows through cash flow forecasts and ensures that no additional financing facilities are expected to be required over the coming year. This is performed at a central treasury function, which controls the overall liquidity requirements of the Group within certain parameters. The Group ensures that it has enough cash on demand, within pre-established benchmarks, to meet expected operational expenses and servicing of financial obligations over specific short-term periods, excluding the potential impact of extreme circumstances that cannot reasonably be predicted. The Group’s liquidity risk is actively managed taking cognisance of the matching of cash inflows and outflows arising from expected maturities of financial instruments, together with the Group’s committed borrowing facilities and other financing that it can access to meet liquidity needs.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
50
2.Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
The following table analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the date of the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within twelve months equal their carrying balances, as the impact of discounting is not significant.
The Company is only exposed to liquidity risk in respect of current trade and other payables. In this respect, management does not consider liquidity risk to the Company as significant taking into account the liquidity management process referred to above.
Between
Between
Carrying
Contractual
Within
one and
two to
More than
Group
amount
cash flows
one year
two years
five years
five years
€’000
€’000
€’000
€’000
€’000
€’000
31 December 2022
Bank borrowings
3,544
4,092
119
637
1,982
1,354
Lease liabilities
2,699
3,053
492
479
1,143
939
Trade and other payables
7,837
7,837
7,523
188
126
-
14,080
14,982
8,134
1,304
3,251
2,293
31 December 2021
Bank borrowings
3,536
4,202
117
117
1,956
2,012
Lease liabilities
3,061
3,499
478
461
1,445
1,115
Trade and other payables
7,560
7,561
7,350
131
80
-
14,157
15,262
7,945
709
3,481
3,127
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
51
2.Financial risk management - continued
2.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may issue new shares or adjust the amount of dividends paid to shareholders.
The Group monitors the level of capital on the basis of the ratio of aggregated net debt to total capital. Net debt is calculated as total borrowings (as shown in the statement of financial position) less cash and cash equivalents. Total capital is calculated as equity, as shown in the respective statement of financial position, plus net debt.
The figures in respect of the Group’s equity and borrowings as at 31 December are reflected below:
2022
2021
€000
€000
Borrowings (Note 17)
3,544
3,536
Lease liabilities (Note 16)
2,699
3,061
Less: Cash and cash equivalents (Note 12)
(6,251)
(5,803)
Net debt
(8)
794
Total equity
11,058
10,787
Total capital
11,058
11,581
Net debt ratio
-
7%
The Group manages the relationship between equity injections and borrowings, being the constituent elements of capital as reflected above, with a view to managing the cost of capital. The level of capital, as reflected in the consolidated statement of financial position, is maintained by reference to the Group’s respective financial obligations and commitments arising from operational requirements. In view of the nature of the Group’s activities and the extent of debt, the capital level at the end of the reporting period determined by reference to the consolidated financial statements is deemed adequate by the Directors.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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2.Financial risk management - continued
2.3 Fair values of financial instruments not carried at fair value
At 31 December 2022 and 2021, the carrying amounts of certain financial instruments not carried at fair value comprising cash at bank, receivables, payables, accrued expenses and other short-term liabilities reflected in the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period of time between the origination of the instruments and their expected realisation.
The fair value of non-current financial instruments, including bank borrowings, for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Estimated fair values approximate carrying amounts.
3.Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates and assumptions present a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Group’s management also makes judgements, apart from those involving estimations, in the process of applying the entity's accounting policies that may have a significant effect on the amounts recognised in the financial statements.
3.1 Impairment testing
IFRSs require management to undertake an annual test for impairment of goodwill and require management to test for impairment if events or changes in circumstances indicate that the carrying amount of a non-financial asset having a finite useful life may not be recoverable. For the purposes of assessing impairment, non-financial assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The Group also assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.
Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets or cash-generating units can be supported by the net present value of future cash flows derived from such assets or cash-generating units using cash flow projections, which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, in particular those derived from the Group’s cash-generating units, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of growth in earnings before interest, taxation, depreciation and amortisation (EBITDA); developments in number of customers; long-term growth rates; and the selection of discount rates to reflect the risks involved. Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence results.
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53
3.Critical accounting estimates and judgements - continued
3.2 Business combinations
The definition of control encompasses three distinct principles, which, if present, identify the existence of control by the Group over an investee, hence forming a parent-subsidiary relationship: power over the investee; exposure, or rights, to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the investor’s returns. When the Group assesses whether it has power over an investee, it needs to assess whether any rights it has are protective (rather than substantive), whether rights held by other investors are protective, or whether other parties have substantive rights that can prevent the Group from directing the relevant investee's activities (for example, veto rights). Protective rights are different to substantive rights. Protective rights are considered as rights designed to protect the interest of the party holding those rights without giving that party power over the entity to which those rights relate. Given that power is required to control an investee, if the Group only has protective rights it will not control the investee.
The recognition of business combinations requires the excess of the purchase price of acquisitions over the net book value of assets acquired to be allocated to the assets and liabilities of the acquired entity. The Group makes judgements and estimates in relation to the fair value allocation of the purchase price. The amount of goodwill initially recognised as a result of a business combination is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgement. Allocation of the purchase price affects the results of the Group as intangible assets with a finite life are amortised, whereas intangible assets with an indefinite life and goodwill are not amortised. Identifiable intangible assets may include licences, customer bases and brands. The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset where no active market for the assets exist. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets.
Assessment of matters referred to above
In the opinion of the Directors, the accounting estimates and judgements made in the course of preparing these consolidated financial statements, which have been highlighted above, are not difficult, subjective or complex to a degree which would warrant their description as critical in terms of the requirements of IAS 1.
The Directors also draw attention to the fact that there are no a ssumptions and other major sources of estimation uncertainty at the end of the reporting period, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
54
4. Segment information
4.1 Operating segments
The Group’s internal reporting organisation and structure is such that its services within the Data Centre Services business line are treated as one business segment taking cognisance of segment technology, market dynamics and consumer demand. The operations within the Data Centre Services segment comprise the Group’s data centre facilities and provision of ICT solutions in Malta.
Cash flows generated and returns secured from the different services are significantly interdependent, also in the context of commonality of risks to which the Group is exposed as a result of the provision of these services and in the context of commonality of customer base. Management of these service lines has been adapted to reflect the factors mentioned above, with a view to achieving synergies and to approach the business market in a manner focusing on the evolution of customer demands.
The Group’s internal reporting to the Board of Directors and Senior Management is analysed accordingly, and the Board of Directors reviews internal management reports at least on a monthly basis.
4.2 Information about geographical segments
The Group’s revenues are derived predominantly from operations carried out in Malta. However, it also derives revenue from companies operating out of Malta. Considering the nature of the Group’s activities, its non-current assets are predominantly located in Malta.
4.3 Information about major customers
In 2022, the Group generated revenue amounting to €4,408,000 (2021: €3,961,000) from a particular customer representing 17% (2021: 16%) of the Group’s revenue.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
55
5.Property, plant and equipment
Group
Land,
buildings and
Data
Office
Payments
improvements
centre
Leased out
furniture &
on
to premises
equipment
equipment
equipment
account
Total
€’000
€’000
€’000
€’000
€’000
€’000
At 1 January 2021
Cost
4,976
10,802
3,547
4,758
610
24,693
Accumulated depreciation and
impairment charges
(702)
(6,821)
(2,894)
(4,171)
(258)
(14,846)
Net book amount
4,274
3,981
653
587
352
9,847
Year ended 31 December 2021
Opening net book amount
4,274
3,981
653
587
352
9,847
Additions
102
281
1,281
279
-
1,943
Disposals
-
(83)
(18)
(255)
-
(356)
Depreciation charge
(51)
(679)
(790)
(255)
-
(1,775)
Depreciation released on
disposals
-
75
2
252
-
328
Closing net book amount
4,325
3,575
1,128
607
352
9,987
At 31 December 2021
Cost
5,078
11,000
4,810
4,782
610
26,280
Accumulated depreciation and
impairment charges
(753)
(7,425)
(3,682)
(4,175)
(258)
(16,293)
Net book amount
4,325
3,575
1,128
607
352
9,987
Year ended 31 December 2022
Opening net book amount
4,325
3,575
1,128
607
352
9,987
Additions
9
139
512
383
-
1,043
Disposals and reversals
-
(31)
-
(24)
(610)
(665)
Depreciation charge
(51)
(604)
(638)
(308)
-
(1,601)
Depreciation released on
disposals and reversals
-
28
-
24
258
310
Closing net book amount
4,283
3,107
1,002
682
-
9,074
At 31 December 2022
Cost
5,087
11,108
5,322
5,141
-
26,658
Accumulated depreciation and
impairment charges
(804)
(8,001)
(4,320)
(4,459)
-
(17,584)
Net book amount
4,283
3,107
1,002
682
-
9,074
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
56
5.Property, plant and equipment - continued
In 2020, BM IT Limited (a subsidiary) acquired a property for a consideration of €4,000,000, of which €3,600,000 was financed via a bank loan. As part of this loan agreement, all Company’s and subsidiary’s current and future assets (including the acquired property) are secured against this borrowing.
Depreciation charge
The depreciation charge for the year is recognised in profit or loss as follows:
Group
2022
2021
€’000
€’000
Cost of sales
1,451
1,662
Administrative expenses
150
113
1,601
1,775
.
Recoverability of the data centre infrastructure
At 31 December 2022, the Group’s data centre infrastructure, together with other related tangible and intangible assets, was carried at an aggregate of €8,392,000 (2021: €9,028,000). No impairment indicators were identified by management in respect of this CGU as at the end of the reporting period (Note 1.7).
Fair valuation of land and buildings
During the financial year ended 31 December 2020, the Group acquired a property for a consideration of €4,000,000.
The Group is required to analyse non-financial assets carried at fair value by level of the fair value hierarchy within which the recurring fair value measurements are categorised in their entirety (Level 1, 2 or 3). The different levels of the fair value hierarchy have been defined as fair value measurements using:
•Quoted prices (unadjusted) in active markets for identical assets (Level 1);
•Inputs other than quoted prices included within Level 1 that are observable for the asset, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);
•Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (Level 3).
The Group’s property comprises a property currently being used by the Group to host one of its data centres. All the recurring property fair value measurements at 31 December 2021 and 31 December 2022 use significant unobservable inputs and are accordingly categorised within Level 3 of the fair valuation hierarchy.
As part of the due diligence performed prior to acquiring the property, the directors commissioned an independent firm of architects to carry out a market valuation of the property, by considering the estimated amount for which the property should be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In the opinion of the directors, as at 31 December 2022, no significant changes or developments have been experienced since the acquisition that impacted the property’s fair value by giving rise to a material shift in its estimated market value.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
57
6.Right-of-use assets
The Group leases various properties, motor vehicles and IT equipment. Rental contracts are typically made for fixed periods but may have extension options to renew the lease after the original period as described below. Lease terms are negotiated on an individual basis and contain a range of different terms and conditions. The lease agreements do not impose any covenants. Leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in the property leases. These terms are used to maximise operational flexibility in respect of managing contracts. The extension and termination options held are exercisable only by the Group and not by the respective lessor. In respect of the property lease arrangements, the extension periods have been included in determining lease term for the respective arrangement.
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset (ROU) recognised on the balance sheet:
ROU
No of
Range of
Average
Average
No of
No of
No of
asset
ROU
remaining
remaining
extension
leases
leases
leases with
assets
lease term
lease term
option
with
with
termination
(years)
(years)
considered
extension
option to
options
(years)
options
purchase
Properties
3
1 - 12
6
5
3
-
3
Motor vehicles
2
1 - 3
2
-
-
-
-
IT equipment
5
1 - 2
1
-
-
-
-
The statement of financial position reflects the following assets relating to leases:
2022
2021
€’000
€’000
Properties
2,368
2,745
Motor vehicles
25
47
IT equipment
3
5
Total right-of-use assets
2,396
2,797
Additions to right-of-use assets during the course of the current financial year amounted to €114,000 relating to Properties and €2,000 relating to IT equipment (2021: aggregate of €74,000). The only other movement in the carrying amount of right-of-use assets during the year is attributable to depreciation charges (note 20).
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
58
6.Right-of-use assets - continued
Amounts recognised in profit and loss
The income statement reflects the following amounts relating to leases:
2022
2021
€’000
€’000
Depreciation charge of right-of-use assets
Properties
492
493
Motor vehicles
22
23
IT equipment
3
4
517
520
Interest expense (included in finance costs)
89
101
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
59
7.Intangible assets
Group
Brand names,
customer
relationships
and related
assets
Goodwill
Total
€’000
€’000
€’000
At 1 January 2021
Cost
11,427
3,203
14,630
Accumulated amortisation and impairment
charges
(11,427)
-
(11,427)
Net book amount
-
3,203
3,203
Year ended 31 December 2021
Opening and closing net book amounts
-
3,203
3,203
At 31 December 2021
Cost
11,427
3,203
14,630
Accumulated amortisation and impairment
charges
(11,427)
-
(11,427)
Net book amount
-
3,203
3,203
Year ended 31 December 2022
Opening and closing net book amounts
-
3,203
3,203
At 31 December 2022
Cost
11,427
3,203
14,630
Accumulated amortisation and impairment
charges
(11,427)
-
(11,427)
Net book amount
-
3,203
3,203
Goodwill
Goodwill reflected within the statement of financial position is attributable to business combinations effected in prior years.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
60
7.Intangible assets - continued
The Group’s internal reporting to the Board of Directors and Senior Management is analysed by one segment: Data Centre Services. This segment, which comprises the Group’s business activities, is considered as the Group’s one cash generating unit (CGU). It comprises the Group’s data centre facilities and provision of ICT solutions in Malta.
The recoverable amount of the Group’s cash-generating unit has been estimated by management on the basis of value in use (VIU) reflecting the net present value of future cash flows derived from such cash-generating unit. The net present value of the future cash flows is based on a five-year cash flow forecast within the operational plan approved by the Board of Directors and the extrapolation of the cash flow forecast beyond the five year period th rough the estimation of terminal values.
The key assumptions in the determination of the recoverable amount of the CGU are the levels of forecast EBITDA, the terminal value growth rates applied to the estimated cash flows beyond the explicit forecast period and the discount rate.
Forecast EBITDA levels are based on past experience, adjusted for market developments and industry trends, in particular the following factors over a five-ye ar period:
•forecast overall growth in turnover over the five-year period, taking advantage of the Group’s competitive position in this respect and the introductio n of new revenue streams; and
•expected increase in EBITDA margins mainly due to the fixed nature of certain key elements in the cost base of the CGU.
The estimated terminal value growth rate and post-tax discount rate for the Data Centre Services CGU, applied as at year-end, are disclosed in the table below:
Terminal
value
Post-tax
growth
discount
rate
rate
%
%
31 December 2022
1.8
12.8
31 December 2021
1.8
9.4
These parameters have been principally based on market observable data.
Management’s estimation of the VIU indicates that there is significant headroom between the estimated recoverable amount and the carrying amount of the CGU. Accordingly, management’s views are that there appear to be no reasonable possible changes in key assumptions on which it has based its determination of the CGU’s recoverable amount that would cause the carrying amount to exceed VIU.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
61
7.Intangible assets - continued
Brand names and customer relationships acquired in business combinations
Brand names and customer relationships acquired in business combinations are as follows:
Brand names
Customer relationships
Acquisition
Year-end carrying
Acquisition
Year-end carrying
date fair
amount
date fair
amount
value
value
2022
2021
2022
2021
€’000
€’000
€’000
€’000
€’000
€’000
Data Centre CGU
1,648
-
-
9,779
-
-
Brand names acquired through business combinations have been valued using the Relief From Royalty method (RFR). Customer relationships have been generally valued using the Multi-Period Excess Earnings method (MEEM).
The RFR method assumes that the intangible asset has a fair value based on royalty income attributable to it. The royalty rate represents hypothetical savings enjoyed by the entity that owns the intangible asset, because that entity is relieved from having to license that intangible asset from another owner and pay royalties to use the intangible asset.
In valuing the customer relationships, the total cash flows for the acquired customers were based on an estimate of historical customer retention rates and the projected revenues and operating margins going forward. The MEEM is used as a basis for the fair value of an intangible asset based on a residual notion. The principle behind the MEEM is that the fair value of an intangible asset can be determined by estimating the cash flows that are expected to be generated by several assets in combination and deducting the cash flows attributable to all of the other assets that contribute to the cash flows (contributory charges). The ‘excess’ cash flows are ascribed to the intangible assets and the fair values based on the present value of those cash flows attributable only to the intangible assets. It is presumed that the contributory assets are leased from a third party. All considerations refer to the attributable fair value of the relevant asset. The applied contributory asset charges (CACs - sometimes referred to as ‘economic rents’) consider the return of the asset and the return on the asset with the latter comprising a reasonable interest on the capital invested.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
62
8.Investment in subsidiaries
Company
2022
2021
€’000
€’000
Cost and carrying amount
At beginning and end of year
19,722
19,722
The carrying amount of the investments at 31 December 2022 and 2021 is equivalent to the cost of the investments.
The principal subsidiaries of the Group all of which are unlisted are shown below:
Registered office
Class of shares held
Percentage of shares held
2022
2021
BM IT Limited
SCM02, Level 2,
Ordinary Shares
SmartCity Malta
of €2.329373 each
100%
100%
Ricasoli, Kalkara,
Malta
Bellnet Limited
SCM02, Level 2,
Ordinary Shares
SmartCity Malta
of €2.33 each
100%
100%
Ricasoli, Kalkara,
Malta
BM Support
SCM02, Level 2,
Ordinary Shares
Services Limited
SmartCity Malta
of €2.329373 each
100%
100%
Ricasoli, Kalkara,
Malta
The companies provide co-location and internet services, technical assistance and leasing of plant and equipment, and IT solutions.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
63
9.Investment in associates
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Years ended 31 December:
Opening cost and carrying amount
1,573
1,573
1,567
1,567
Additions - acquisition of investment in EBO Ltd
15
-
15
-
Write-off of investment in MIGS Limited
(6)
-
-
-
Closing cost and carrying amount
1,582
1,573
1,582
1,567
The associates at 31 December 2022 and 2021 are shown below:
Associate
Registered office
Class of shares held
Percentage of shares held
2022
2021
MIGS Limited
Level 3 - 701
Ordinary shares
-
40%
Ewropa Business Centre,
Dun Karm Street,
Birkirkara
Malta
EBO Ltd
Vision Exchange Building,
Ordinary shares
15%
15%
Territorials Street, Zone 1,
Central Business District,
Birkirkara CBD 1070
Malta
Investment in MIGS Limited
The company’s principal activity was to organise events, seminars, conferences, training programmes and other initiatives oriented towards knowledge development in different sectors and to promote lifelong education in general. The company was put into liquidation during 2020, which liquidation process was concluded. In view of the immateriality of this investment to BMIT Technologies p.l.c. as a reporting entity in terms of the requirements of IFRS 12 ‘Disclosure of interest in other entities’ and the investee’s status, the disclosure of the summarised financial information and other matters in accordance with the requirements of IFRS 12 was not deemed necessary. The 40% stake in this entity was acquired for an amount of €18,000.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
64
9.Investment in associates - continued
Investment in EBO Ltd
On 2 December 2020, BMIT Technologies p.l.c. entered into an agreement to acquire a 15% shareholding in EBO Ltd (EBO) for a consideration of €1,542,000. Further costs amounting to €25,000 which are directly attributable to this acquisition were incurred by the Company and were capitalised as part of the cost of the investment. A further amount of €15,000 was injected by BMIT Technologies p.l.c. during 2022, as a result of which the Group retained its 15% shareholding in EBO Ltd.
EBO is a technology company, incorporated in Malta, whose shares are not listed on the Malta Stock Exchange. It is focused on the provision of Artificial Intelligence solutions in the Healthcare, iGaming and Financial Services sectors. EBO delivers its solutions through AI driven Virtual Agents in an omni-channel environment that allow more-personalised customer conversations, improving self-service, and offering predictive models to augment existing business processes. The investment in EBO is expected to accelerate EBO’s growth trajectory, as well as enable the opening of new business verticals and territories in which Group has a key interest.
The Group and Company are classifying this interest as an investment in associate, despite holding an effective shareholding and voting rights of 15%. BMIT Technologies p.l.c. has a right to appoint one director out of a maximum of seven directors. As at 31 December 2021 and 31 December 2022, BMIT Technologies p.l.c. had appointed one director out of a total of three acting directors and this was deemed to constitute significant influence in terms of voting rights at Board level.
The Group’s share of results of this associate, registered post acquisition date, is immaterial in the context of the Group’s financial results and financial position and accordingly has not been reflected within these financial statements.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
65
9.Investment in associates - continued
The tables below provide summarised financial information for the associate that is material to the Group. The information disclosed reflects the amounts presented in the financial statements of the associate and not BMIT Technologies’ share of those amounts.
EBO Ltd
2022
2021
€’000
€’000
Summarised statement of financial position
Non-current assets
Intangible assets
1,657
796
Other non-current assets
1,238
1,083
Total non-current assets
2,895
1,879
Current assets
Trade receivables
444
471
Other current assets
-
-
Cash and cash equivalents
286
110
Total current assets
730
581
Non-current liabilities
(656)
(780)
Current liabilities
(1,443)
(323)
Net assets
1,526
1,357
Reconciliation to carrying amounts:
Opening net assets of investee on 1 January
1,357
1,655
Profit for the year
47
(285)
Other comprehensive income
122
(13)
Closing net assets on 31 December
1,526
1,357
Group’s share in %
15%
15%
Group’s share of closing net assets
229
204
Group’s share of closing net assets reflected in the
financial statements
263
248
Notional goodwill
1,319
1,319
Carrying amount on 31 December
1,582
1,567
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
66
9.Investment in associates - continued
EBO Ltd
2022
2021
€’000
€’000
Summarised statement of comprehensive income
Revenue
1,067
560
Profit from continued operations
79
(285)
Profit for the period
47
(285)
Other comprehensive income
122
(13)
Total comprehensive income
169
(298)
10.Inventories
Group
2022
2021
€’000
€’000
Operating spares and consumables
78
103
Goods held for resale
68
67
146
170
11.Trade and other receivables
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Non-current
Costs incurred to fulfill contracts
270
196
-
-
Prepayments
52
50
-
-
Total non-current trade and other receivables
322
246
-
-
Current
Trade receivables - gross
876
727
-
-
Expected credit loss allowances
(77)
(116)
-
-
Trade receivables - net
799
611
-
-
Amounts due from subsidiaries
-
-
5,353
5,379
Costs incurred to fulfill contracts
810
676
-
-
Other receivables
-
-
-
73
Prepayments and advance payments
728
447
126
40
Total current trade and other receivables
2,337
1,734
5,479
5,492
Total trade and other receivables
2,659
1,980
5,479
5,492
Amounts due from subsidiaries are unsecured, repayable on demand and interest free.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
67
11.Trade and other receivables - continued
The following table reflects an analysis of the costs incurred to fulfil contracts:
Group
2022
2021
€’000
€’000
At beginning of year
872
855
Originations
884
660
Recognition through profit or loss
(676)
(643)
At end of year
1,080
872
The assumptions underlying the period over which the costs to fulfill contracts are expensed are periodically reviewed and adjusted in line with observations; termination of the contractual relationship with the customer results in the immediate expensing of the remaining deferred costs. Where the carrying amount of deferred costs exceeds the remaining consideration expected to be received for the transfer of the related goods and services, less expected costs relating directly to the transfer of these goods and services still to be incurred, the excess amount is similarly immediately expensed.
12.Cash and cash equivalents
For the purposes of the statements of cash flows, the cash and cash equivalents at the end of the reporting period comprise the following:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Cash at bank and in hand
6,251
5,803
4,065
4,300
13. Share capital
Group and Company
2022
2021
€’000
€’000
Authorised:
300,000,000 Ordinary shares of €0.10 each
30,000
30,000
Issued and fully paid:
203,595,310 Ordinary shares of €0.10 each
20,360
20,360
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
68
14. Other reserves
Group
2022
2021
€’000
€’000
Adjustments relating to non-controlling interests
Other reserves at beginning and end of year
(4,097)
(4,097)
The adjustments relating to non-controlling interests reflect the excess of the purchase consideration paid to acquire non-controlling interests in Group entities over the net carrying amount of such non-controlling interests in the consolidated financial statements.
15.Deferred taxation
Deferred taxes are calculated on all temporary differences under the liability method and are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates (and tax laws) that have been enacted by the end of the reporting period. The principal tax rate used is 35% (2021: 35%).
The liability as at 31 December represents temporary differences attributable to:
Group
2022
2021
€’000
€’000
Property, plant and equipment
481
459
Credit loss allowances on trade receivables
(27)
(41)
Others
(102)
(87)
At end of year
352
331
The recognised deferred tax assets and liabilities are expected to be recovered or settled principally after more than twelve months from the end of the reporting period.
The movement in the deferred tax liability is as follows:
Group
2022
2021
€’000
€’000
At beginning of year
331
380
Charge/(credit) to profit or loss (Note 25)
21
(49)
At end of year
352
331
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
69
16.Lease liabilities
Group
2022
€’000
2021
€’000
Non-current
Properties
2,275
2,640
Motor vehicles
8
28
IT equipment
1
2
2,284
2,670
Current
Properties
393
365
Motor vehicles
19
23
IT equipment
3
3
415
391
Total lease liabilities
2,699
3,061
Included in the lease liabilities for properties are amounts of €1,211,000 (31 December 2021: €1,268,000) which are attributable to arrangements with a related party, of which €1,149,000 (31 December 2021: €1,211,000) are non-current amounts.
Extension options in property leases have been included in the lease liability (Note 6).
The total cash outflows for leases in 2022 was €567,000 (2021: €560,000). The contractual undiscounted cash flows attributable to lease liabilities as at 31 December are analysed in Note 2(c).
Apart from the movements referred to above, the other movements in lease liabilities comprise additions of €116,000 (2021: €74,000), as disclosed in Note 6 and interest expense amounting to €89,000 (2021: €101,000), as disclosed in Note 24.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
70
17.Borrowings
Group
2022
€’000
2021
€’000
Loan principal amount
3,600
3,600
Unamortised loan origination costs
(56)
(64)
Carrying amount as at year end
3,544
3,536
Gross amount of loan origination costs
80
80
Cumulative amortisation charges
(24)
(16)
Unamortised loan origination costs
56
64
As disclosed in note 5, during 2020, the Group acquired a property for a consideration of €4,000,000, of which €3,600,000 was financed via a bank loan. The bank loan has a term of 10 years, bears interest at 3.25% (fixed) and has a 4-year moratorium. As part of this loan agreement, all the Company’s and the subsidiary’s current and future assets (including the acquired property) are secured with respect to this borrowing. During the year ended 31 December 2022 and 31 December 2021, the Group complied with all loan related covenants.
18.Trade and other payables
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Non-current
Contract liabilities
313
210
-
-
Total non-current trade and other payables
313
210
-
-
Current
Trade payables
2,031
1,624
83
19
Amounts due to immediate parent
776
830
3
4
Amounts due to subsidiaries
-
-
4,673
5,284
Indirect taxes and social security
1,090
856
17
-
Contract liabilities
2,361
2,508
-
-
Accruals
1,266
1,532
94
62
Total current trade and other payables
7,524
7,350
4,870
5,369
7,836477
7
Total trade and other payables
7,837
7,560
4,870
5,369
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
71
18.Trade and other payables - continued
Amounts due to immediate parent and related parties are unsecured, repayable on demand and interest free. Included in contract liabilities are amounts of €252,000 (2021: €192,000) which relate to contract liabilities due to immediate parent, of which €119,000 (2021: €114,000) are non-current amounts.
The following table reflects an analysis of contract liabilities:
Group
2022
2021
€’000
€’000
Prepaid and deferred income
At beginning of year
957
959
Originations
989
725
Recognition through profit or loss
(747)
(727)
At end of year
1,199
957
During the year ended 31 December 2022, the Group recognised revenue amounting to €747,000 (2021: €727,000) that was included within the contract liability balance as at the end of previous reporting period.
Group
2022
2021
€’000
€’000
Deposits received in advance from customers
At beginning of year
1,761
1,692
Originations
351
712
Refunds to customers
(637)
(643)
At end of year
1,475
1,761
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
72
19.Revenue
The Group derives revenue from the transfer of goods and services, in Malta, over time and at a point in time as follows:
Group
2022
2021
€’000
€’000
By class of business
Data centre and related services
22,939
23,057
Sale of hardware and licenses
2,842
2,243
25,781
25,300
Group
Data centre and related
Sale of hardware and
services
licenses
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Timing of revenue recognition
At a point in time
-
-
1,452
841
Over time
22,939
23,057
1,390
1,402
22,939
23,057
2,842
2,243
Unfulfilled performance obligations
The following table presents the transaction price assigned to unfulfilled performance obligations as at 31 December 2022 and 2021. Unfulfilled performance obligations are the services that the Group is obliged to provide to customers during the remaining fixed term of the contract. As allowed by the simplification procedure in IFRS 15, these disclosures are only related to performance obligations with an initial term greater than one year.
On the allocation of the total contract transaction price to identified performance obligations, a portion of the total transaction price can be allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. As outlined previously, the Group has elected to apply certain available practical expedients when disclosing unfulfilled performance obligations, including the option to exclude expected revenues from unsatisfied obligations of contracts with an original expected duration of one year or less.
Group
2022
2021
€’000
€’000
Less than one year
12,720
12,786
After more than one year
1,877
1,443
14,596
14,229
Accordingly, during the year ended 31 December 2022, the Group recognised revenue amounting to €12,786,000 (2021: €13,833,000) relating to performance obligations that were unsatisfied or partially satisfied at the end of previous reporting period as reflected within the table above.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
73
19.Revenue - continued
The Company’s revenue comprises solely management fees receivable from subsidiaries.
20.Expenses by nature
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Cost of hardware and licences sold
2,641
2,084
-
-
Costs attributable to data centre and related
services
7,762
7,797
-
-
Depreciation of property, plant and
equipment (Note 5)
1,601
1,775
-
-
Depreciation of right-of-use assets (Note 6)
517
520
-
-
Employee benefit expense (Note 21)
3,334
3,364
-
-
Other expenses
1,341
1,400
246
341
Total cost of sales and administrative
expenses
17,196
16,940
246
341
Auditor’s fees
Fees charged by the parent company auditor for services rendered during the financial years ended 31 December 2022 and 2021 relate to the following:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Annual statutory audit
43
30
24
23
43
30
24
23
Fees in relation to non-assurance services amounting to nil (2021: €62,000) have been charged by another member firm belonging to the same network of the audit firm and fees amounting to €11,000 (2021: €18,000) have been charged by connected undertakings of the audit firm.
Other non-assurance services include:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Tax advisory and compliance services
11
7
2
2
Advice on valuation matters
-
73
-
62
11
80
2
64
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
74
21.Employee benefit expense
Group
2022
2021
€’000
€’000
Wages and salaries
3,103
3,181
Subcontracted employees
79
26
Social security costs
152
157
3,334
3,364
Average number of full-time equivalent employees during the year was as follows:
Group
2022
2021
Direct
37
38
Administration
22
24
59
62
22.Directors’ emoluments
Group and Company
2022
2021
€’000
€’000
Fees
106
100
The directors’ fees attributable to the Group and Company are paid by a subsidiary of the Company and recharged to the Company. Directors’ fees are included within ‘administrative and other related expenses’.
23. Investment income
Company
2022
2021
€’000
€’000
Dividend income from Group companies
8,231
8,275
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
75
24.Finance costs
Group
2022
2021
€’000
€’000
Interest charges on lease liabilities (Note 16)
89
101
Interest charges on bank loan (Note 17)
119
119
Amortisation of loan origination costs (Note 17)
8
8
Other loan charges
17
32
Others
17
6
250
266
25.Tax expense
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Current tax expense
2,959
3,080
2,881
2,896
Deferred tax expense/(credit) (Note 15)
21
(49)
-
-
Tax expense
2,980
3,031
2,881
2,896
The tax on the Group’s and the Company’s profit before tax differs from the theoretical amount that would arise using the basic tax rate as follows:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Profit before tax
8,335
8,094
8,231
7,934
Tax on profit at 35%
2,917
2,833
2,881
2,777
Tax effect of:
Expenses not deductible for tax purposes
73
174
-
119
Others
(10)
24
-
-
Tax expense
2,980
3,031
2,881
2,896
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
76
26.Earnings per share
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
Group
2022
2021
Profit attributable to equity holders of
the Company (€’000)
5,355
5,063
Weighted average number of ordinary shares in
issue (thousands) (Note 13)
203,595
203,595
Earnings per share (€)
0.03
0.02
The Company has no instruments or arrangements which give rise to potential ordinary shares and accordingly diluted earnings per share is equivalent to basic earnings per share.
27.Dividends
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Net dividends on ordinary shares
5,084
5,949
5,084
5,949
Dividends per share (€)
0.02
0.03
0.02
0.03
The dividends per share presented in the table above have been computed on the basis of the number of shares in issue upon declaration of dividends.
A net dividend in respect of the year ended 31 December 2022 of €0.02456 per share, amounting to €5 million, is to be proposed by the Board of Directors at the forthcoming Annual General Meeting. The financial statements do not reflect this proposed dividend which, subject to the approval by the shareholders at the forthcoming Annual General Meeting, will be accounted for within shareholders’ equity as an appropriation of retained earnings in the year ending 31 December 2023.
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
77
28. Cash generated from/(used in) operations
Reconciliation of profit before tax to cash generated from/(used in) operations:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Profit before tax
8,335
8,094
8,231
7,934
Adjustments for:
Depreciation of property, plant and
equipment (Note 5)
1,601
1,775
-
-
Depreciation of right-of-use assets (Note 6)
517
520
-
-
Net movement in provisions and write-downs
in relation to receivables and inventories
(11)
44
-
-
Investment income
-
-
(8,231)
(8,275)
Loss on disposal of property, plant and
equipment
2
25
-
-
Finance costs (Note 24)
250
266
-
Other non-cash transactions
8
-
-
-
Changes in working capital:
Inventories
(5)
(12)
-
-
Trade and other receivables
52
2,180
12
965
Trade and other payables
(271)
609
(498)
2,872
Cash generated from/(used in) operations
10,478
13,501
(486)
3,496
29.Commitments
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Capital expenditure
Authorised and contracted for
-
206
-
-
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
78
30.Contingencies
(a)A guarantee for a maximum amount of €3,600,000 was issued by the Company and a subsidiary in favour of bankers for facilities provided to the same subsidiary (Note 17).
(b)Two guarantees for a maximum amount of €157,500 each were issued by the Company in favour of the bankers of EBO Ltd, an associate of the Company (Note 9), for facilities provided to the same associate.
(c)At the end of the reporting period, the Group had a contingent liability arising from an overseas court judgement requiring that a Group company implements measures to prevent a specific client from providing certain services. The company was ordered to pay for the costs of the court proceedings and to pay a fine of €100,000 per day subsequent to service of the said judgement, unless and until the company complies with it. On the basis of legal advice obtained by the Group, the company has not yet been correctly served with the judgement and, additionally, the judgement can be enforced in Malta only in the event that it is declared enforceable by the Courts in Malta. This legal advice obtained by the Group highlights serious doubts on the enforceability of the overseas court judgement in Malta and accordingly no provision has been recognised as the Directors are of the opinion that a cash outflow is not probable.
Another overseas court proceeding had been instituted against the same Group company with respect to similar claims in relation to services provided to another client. Until the date of authorisation for issue of these financial statements, no judgement has been delivered by the court. No provision for expected losses was deemed necessary by the Directors as at the end of the reporting period taking cognisance of legal advice received.
31.Related party transactions
The Company and its subsidiaries have a related party relationship with Société Nationale des Télécommunications, the Company’s ultimate parent (Note 32), related entities ultimately controlled by Société Nationale des Télécommunications, together with the Company’s Directors (key management personnel). The Company’s immediate parent, GO p.l.c. (GO), is controlled by Société Nationale des Télécommunications. Dubai Holding LLC (GO’s former ultimate parent) and all entities ultimately controlled by it are also considered to be related parties, in view of Dubai Holding LLC’s interest in, and significant influence on, Société Nationale des Télécommunications.
The following transactions were carried out with related parties:
Group
Company
2022
2021
2022
2021
€’000
€’000
€’000
€’000
Transactions with immediate parent
Services provided to
1,727
1,802
-
-
Services provided by
(1,255)
(1,354)
-
-
Dividends paid to
(2,593)
(3,034)
(2,593)
(3,034)
Transactions with related parties
Payments relating to leases treated in
accordance with IFRS 16 requirements
(180)
(177)
-
-
Transactions with subsidiaries of the Group
Dividend income - net of tax
-
-
5,350
5,379
Management fees receivable from
-
-
246
-
Services provided by
-
-
(106)
(100)
BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
79
31.Related party transactions - continued
The Group has not entered into material transactions with key management personnel which would warrant disclosure thereof for the purpose of understanding the Group’s financial results or its financial position. Also, the Group has not entered into material transactions with entities in which the Group’s key management personnel directly or indirectly have an interest or over which they have direct or indirect influence. Any such transactions would constitute normal operating transactions under normal market and commercial terms relating to provision of operational services by the Group, and would not comprise financing transactions.
Year-end balances with related parties, arising principally from the above transactions, are disclosed in Notes 11, 16 and 18 to these financial statements.
32.Statutory information
BMIT Technologies p.l.c. is a public limited liability company incorporated in Malta with its ordinary shares listed on the Malta Stock Exchange. Its registered address is Building SCM 02, Level 2, SmartCity Malta, Ricasoli, Kalkara, SCM 1001, Malta. The Company’s immediate parent is GO with its registered address at GO Fra Diegu Street, Marsa, Malta, and its ultimate parent is Société Nationale des Télécommunications (Tunisie Telecom), the registered office of which is situated at Tunisie Telecom Building, 1053 Jardins du Lac II, Tunis, Tunisia, which owns 65.4% of GO’s shares. GO’s immediate parent is TT ML Limited, a fully owned subsidiary of Tunisie Telecom, established as a special purpose vehicle for holding GO’s shares. The Tunisian Government holds a 65% shareholding in Tunisie Telecom, and Emirates International Telecommunications (EIT), a subsidiary of Dubai Holding LLC, owns the other 35%.

Independent auditor’s report

To the Shareholders of BMIT Technologies p.l.c.

Report on the audit of the financial statements

Our opinion

In our opinion:

· The Group financial statements and the Parent Company financial statements (the “financial statements”) of BMIT Technologies p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 31 December 2022, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and

· The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

##### Our opinion is consistent with our additional report to the Audit Committee.

##### What we have audited

BMIT Technologies p.l.c.’s financial statements comprise:

· the Consolidated and Parent Company statements of financial position as at 31 December 2022;

· the Consolidated and Parent Company statements of comprehensive income for the year then ended;

· the Consolidated and Parent Company statements of changes in equity for the year then ended;

· the Consolidated and Parent Company statements of cash flows for the year then ended; and

· the notes to the financial statements, which include significant accounting policies and other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

#####

##### Independence

We are independent of the Group and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.

To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).

The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 January 2022 to 31 December 2022, are disclosed Note 20 to the financial statements.

Our audit approach

#####

##### Overview

| · Overall group materiality: €417,000, which represents 5% of profit before tax.
· The Parent Company and its three subsidiaries are based in Malta, and the financial statements of these entities have been audited by our audit team. · The Group engagement team performed a full scope audit on all components.
· Assessment of carrying amount of goodwill attributable to the Group

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

##### Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Overall group materiality | €417,000
How we determined it | 5% of profit before tax
Rationale for the materiality benchmark applied | We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured by users, and is a generally accepted benchmark. We chose 5% which is within the range of thresholds that we consider acceptable.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €21,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

#### Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter | How our audit addressed the Key audit matter
Assessment of carrying amount of goodwill attributable to the Group Goodwill with a carrying amount of €3.2 million as at 31 December 2022, has arisen from a number of acquisitions effected during the preceding financial years. An assessment is required annually to establish whether goodwill that has an indefinite useful life should continue to be recognised, or if any impairment is required. The assessment was performed at the lowest level at which the Group could allocate and assess goodwill, which is referred to as a cash generating unit (CGU). Goodwill arising from acquisitions has been allocated to the Group’s Data Centre Services CGU. The impairment assessment relied on the calculation of a value in use for the CGU. This calculation was based on estimated future cash flows for the CGU, including assumptions around revenue growth, margins and EBITDA levels, discounted at an appropriate weighted average cost of capital. The Group used its business plan as the basis for the first 5 years of cash flows and then extrapolated returns into perpetuity using a terminal growth factor. The assumptions supporting the underlying forecast cash flows reflect significant judgements as these are affected by unexpected future market or economic conditions. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement. The extent of judgement and the size of the goodwill resulted in this matter being identified as an area of audit focus. Relevant references in the Annual Financial Report: · Accounting policies: Note 1.6 and 1.7 · Note on intangible assets: Note 7 · Critical accounting estimates and judgements: Note 3.1 | We evaluated the suitability and appropriateness of the impairment methodology applied and the discounted cash flow model as prepared by management. We assessed the methodology and assumptions used by utilising our independent valuation experts. The calculations used in the model were re-performed to check accuracy and the key inputs in the model were agreed to approved sources. Management’s cash flow forecasts used in the model were assessed by: • testing that the forecasts agreed to the most recent business plan which had been approved by the Board of Directors; • considering current year performance against plan and the reasons for any deviation also through discussion with management; and • assessing historical forecasting accuracy through back-testing by reviewing the historical achievement of the business plan given the uncertainties in forecasting, comparing the actual historical cash flow results with previous forecasts, including forecast profit margins to historical margins. We also focused on understanding and challenging management’s future plans for the CGU and understanding the manner in which the related cash flow forecasts were drawn up. We benchmarked key assumptions in management’s forecasts in respect of revenue growth, gross margins and EBITDA margins, to the extent practicable, to relevant economic and industry indicators, where possible. Our independent valuation experts critically assessed the discount rate and terminal growth rate used in the discounted cash flow model. The challenge of our valuation experts was focused on the methodology used to determine the discount rate utilised by reference to the overall calculated cost of capital for the Group, and on which benchmarks were the most appropriate in determining the terminal growth rate of cash flows. We independently calculated a weighted average cost of capital by making reference to market data and benchmarked the long-term growth rate to market data. We concluded that the parameters utilised by the Group were reasonable, given historic results, economic outlook, industry forecasts and other market data. Our discussions with the Audit Committee in respect of this key audit matter focused on the key assumptions, both individually and when combined together. During these discussions, management confirmed their view that the forecast for the CGU remained appropriate and that the key assumptions were subject to oversight. We assessed the sufficiency of the sensitivity analysis performed by management. Independent sensitivity analysis was performed, making adjustments to a number of modelled assumptions simultaneously. We critically assessed whether or not a reasonably possible change to the assumptions could result in an impairment considering the sensitivity of the valuation to these assumptions. The deterioration in performance or long-term growth rate which would need to occur, or the increase in discount rate which would need to be applied to the model, that may lead to impairment in the CGU is significant in view of the comfortable level of headroom with respect to CGU carrying values. We determined that a movement in those key assumptions of this extent is unlikely. The value in use of the CGU remains in excess of the carrying amount by a comfortable headroom. The appropriateness of disclosures made in relation to goodwill was also reviewed.

We have no key audit matters to report with respect to our audit of the Parent Company financial statements.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

The Group’s accounting process is structured around the Group ﬁnance function at its head office. The Group audit engagement team in Malta carried out a full scope audit on all components, accounting for 100% of Group revenues and 100% of Group profit before tax.

The Group audit team performed all of this work by applying the overall Group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.

####

Other information

The directors are responsible for the other information. The other information comprises all of the information in the Annual Financial Report (but does not include the financial statements and our auditor’s report thereon).

Our opinion on the financial statements does not cover the other information, and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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.

#### Responsibilities of the directors and those charged with governance for the financial statements

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), 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 Group’s and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

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 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.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.

· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

· Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s or the Parent company’s ability to continue as a going concern.

· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6

We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of BMIT Technologies p.l.c. for the year ended 31 December 2022, entirely prepared in a single electronic reporting format.

Responsibilities of the directors

The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.

Our responsibilities

Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

Our procedures included:

· Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.

· Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

· Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Annual Financial Report for the year ended 31 December 2022 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

Other reporting requirements

The Annual Financial Report 2022 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.

The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.

Area of the Annual Financial Report 2022 and the related Directors’ responsibilities | Our responsibilities | Our reporting
Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. | We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. | In our opinion: · the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and · the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386). We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
Corporate Governance - Statement of Compliance The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. | We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements. We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97. We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. | In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
Remuneration report The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. | We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. | In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
| Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: · adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. · the financial statements are not in agreement with the accounting records and returns. · we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. | We have nothing to report to you in respect of these responsibilities.

Other matter – use of this report

Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.

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Appointment

We were first appointed as auditors of the Company on 17 May 2010. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 13 years. The Company became listed on a regulated market on 15 February 2019.

PricewaterhouseCoopers

78, Mill Street

Zone 5, Central Business District

Qormi

Malta

Fabio Axisa

Partner

8 March 2023

BMIT TECHNOLOGIES p.l.c.
Annual Financial Report - 31 December 2022
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