Annual Financial Report 2021
Gresham Technologies plc
Registered Number 01072032

Contents
Gresham Technologies plc
Annual Financial Report 2021 2
SECTION
PAGE
STRATEGIC REPORT
3
Vision and values
3
Investment case
4
Highlights
5
At a glance
7
Chairman’s statement
9
Business model
11
CEO’s statement
13
Electra acquisition
18
Strategy
19
Strategy in action
21
Key performance indicators
22
Stakeholders and section 172
24
Environmental, social and governance
26
Principal risks and uncertainties
31
Financial review
33
CORPORATE GOVERNANCE
41
Chairman’s introduction to governance
41
Board of Directors
42
Statement of corporate governance
43
Audit committee report
47
Nomination committee report
51
Annual statement from the chair of the remuneration committee
52
Remuneration report
54
Directors’ report
65
Statement of Directors’ responsibilities
69
FINANCIAL STATEMENTS
70
Independent auditor’s report
70
Consolidated income statement
79
Consolidated statement of comprehensive income
80
Consolidated statement of financial position
81
Consolidated statement of changes in equity
82
Consolidated statement of cash flow
83
Notes to the financial statements
84
Company balance sheet
128
Company statement of changes in equity
129
Notes to Company financial statements
130
CORPORATE INFORMATION
138

Vision and values
Gresham Technologies plc
Annual Financial Report 2021 3
Our vision
Our vision is to bring digital integrity, agility and confidence to the world's financial institutions.
Our values
We Embrace Difference
We value different backgrounds, experience, expertise and ways of thinking. We encourage curiosity and respect every
individual, recognising that everyone has the capability to bring something extraordinary to the table. We each apply our
unique talents with passion and integrity and we are all committed to making Gresham an exceptional place to work.
We Create Together
Working together with our colleagues, customers and partners, we create energy and a dynamic approach to challenge the
norm and find innovative ways to solve problems. Through open discussion and feedback, healthy debate and continuous
learning, we combine the virtues of experience and fresh thinking. We operate at pace, taking the lead where appropriate,
ensuring that we work together to seamlessly deliver outstanding products and services.
We Champion Success
We are passionate about delivering successful outcomes for our customers, employees, partners and shareholders. Our
nimble approach means that we can adapt to our customers’ individual ways of working, taking ownership for delivering the
wow factor, delighting customers and enabling our business and our people to grow and flourish.

Investment case
Gresham Technologies plc
Annual Financial Report 2021 4
Reasons to invest in Gresham
Innovative technology – Our Clareti platform is best-in-class and sits at the heart of customer workflows.
Significant opportunity – Our addressable market is expanding as systemic data challenges increase.
Strong growth – our high-margin Clareti solutions are delivering profitable growth.
Talented people – we have an exceptional pool of talent and we are committed to excellence.

Highlights
Gresham Technologies plc
Annual Financial Report 2021 5
Financial
• Forward-looking Clareti Annualised Recurring Revenue (“ARR”) as at 31 December 2021 up 95% to £24.0m, including
£9.2m acquired with Electra
(5)
with strong underlying organic growth of 20%.
• Group revenues up 49% to £37.0m, including a contribution of £5.6m from Electra
(5)
since acquisition.
• Clareti revenues up 65% to £25.5m, including a contribution of £5.6m from Electra
(5)
since acquisition.
• Clareti recurring revenues up 63% to £18.8m (2020: £11.5m), including £5.3m from Electra
(6)
since acquisition.
• Adjusted EBITDA
(1)
up 60% to £7.2m (2020: £4.5m).
• Cash adjusted EBITDA
(2)
of £2.5m, an increase of £2.2m on the prior year (2020: £0.3m).
• Profit before tax as reported at £0.4m (2020: £0.3m), including expenses adjusted in EBITDA metrics above of £3.5m
(2020: £1.5m).
• Adjusted diluted earnings per share
(3)
up 26% at 5.0 pence (2020: 4.0 pence).
• Cash at 31 December 2021 of £9.1m and no debt drawn upon (2020: £8.9m and no debt)
(4)
.
• Final dividend proposed at 0.75 pence per share (2020: 0.75 pence).
• Year closed ahead of market expectations for revenue, profits and cash generation.
Operational
• Transformational acquisition of Electra in June 2021 providing scale in US market. Integration materially complete.
• Customer base expanded to 270+ Clareti customers across 30 countries.
• Strong organic underlying growth of recurring revenues and related services within the Clareti business.
• Net ARR retention for the year of 106%, including annualised and apportioned rate from Electra
(5)
since acquisition,
highlighting growth within existing customers and new customer wins throughout COVID-19 pandemic.
• Continued growth and development of key accounts. Net ARR retention rate for top 6 key accounts of 121%.
• Major deployment milestones with global banks, with legacy software vendors being decommissioned.

Highlights
Gresham Technologies plc
Annual Financial Report 2021 6
• Digital corporate banking partnership with Australia and New Zealand Banking Group continuing to deliver to plan.
• Larger, more resilient Group, with more than £37m of FY22 revenues under contract, providing significant visibility and a
robust platform to execute growth strategy.
• Management confident about the prospects for the Group.
(1)
Adjusted EBITDA refers to earnings before interest, tax, depreciation and amortisation, adjusted for one-off exceptional charges and share-based payments. (see note 5 of the Group
financial statements).
(2)
Adjusted EBITDA less capitalised development spend and any IFRS16 lease-related cash payments.
(3)
Diluted earnings per share, adjusted to add back share-based payment charges, deferred tax charge on the inter-group sale of IP, exceptional items and amortisation from acquired
intangible assets.
(4)
Excludes any IFRS16 lease-related payables.
(5)
The Electra acquisition completed on 22 June 2021.
(6)
Percentage increases stated above are based on rounding to the nearest £’000 as disclosed at detailed level within this report.

At a Glance
Gresham Technologies plc
Annual Financial Report 2021 7
Fixing data and process integrity problems is one of the biggest challenges in the world’s financial markets. So we developed
our technology to deliver data confidence in core areas of our customers’ business.
What we do
Reconciliation
Simplify the complexity of buy-side and sell-side reconciliations and scale to growth with end-to-end automation, intelligent
matching, and accelerated onboarding.
Regulatory reporting
Deliver accurate, on-time reports through connectivity with multiple trading and reporting venues, real-time matching, and
consolidation across multiple regulatory regimes.
Connectivity
Dynamically connect to trading and regulatory venues, clients and partners across the financial services ecosystem through
350+ industry connections and data transformation services in the cloud.
Data aggregation
Access normalised, validated data on securities, cash positions, transactions, and trade fail investigations from 1500+ global
sources to feed reconciliations and other post-trade workflows.
Our products
Control
Automate all the process and data validation, reconciliation and reporting services you need to build operations and data
confidence with speed and ease.
Connect
Seamlessly manage all your connectivity, data migration and integration with trading partners, venues, clients and regulators
across the financial services ecosystem.
Data services
Access normalised, validated data on securities, cash positions, transactions, and trade fail investigations from 1500+ global
sources to feed reconciliation and other post-trade workflows.
Managed services
Reduce the strain on your people, processes and technology infrastructures while achieving greater flexibility, efficiency and
scale.
Our industries
• Capital markets
• Banking & payments
• Investment management
• Energy & commodities
• Insurance
• Corporates

At a Glance
Gresham Technologies plc
Annual Financial Report 2021 8
We have
• 10 offices
• 200+ employees
• 270+ customers
• 106% Clareti ARR net retention

Chairman’s statement
Gresham Technologies plc
Annual Financial Report 2021 9
Dear shareholder
I am pleased to present this 2021 Annual Financial Report.
Overview
I am delighted to be able to report on a period of strong progress for Gresham Technologies. Our core products continue to
gain traction in a vast and growing market and play an integral role in some of the world’s largest financial organisations. We
have built a strong reputation and are now benefitting from the significant investment made in our software solutions in line
with our strategic roadmap. Our success is due to great leadership, innovative expanding solutions and our talented and
committed team of employees globally.
Throughout the year, we continued to execute effectively against our growth strategy, securing 16 new Clareti customers and
growing our relationships with existing customers, reflecting the investment in our solutions and people. COVID-19 has
accelerated the rate in which businesses are automating their service platforms and we have taken advantage of these
opportunities by investing to drive organic growth in the business as well as integrating carefully selected complementary
acquisitions. During the year, we completed our largest acquisition to date, with the purchase of Electra in June 2021 for up
to USD $38.6m. As well as expanding our product offering and client base, it provides us with a strong operational foothold in
North America, from which we will look to drive our growth in this key market. As part of the acquisition, we raised £21m
(gross) by way of a placing and welcomed a number of new shareholders to the register and I would like to thank them and
our existing shareholders for their support.
Overall, our revenue for the year was significantly up at £37.0m (2020: £24.8m), with adjusted EBITDA also significantly up
at £7.2m (2020: £4.5m). In a year that was still affected by COVID-19 related challenges, this is an excellent achievement for
the Group.
We enter the new financial year with positive market tailwinds and high levels of confidence in our business, our people and
our ability to continue on our profitable growth trajectory.
Based on the overall financial performance and the cash within the business, the Board will be recommending a final dividend
of 0.75 pence per share (2020: 0.75 pence) at the forthcoming AGM.
Delivery against our strategic vision
2021 saw strong progress against the major strategic goals identified by the Board, including:
• the Electra acquisition has brought additional sticky ARR and significantly widens our addressable market;
• revenues from subscriptions reached 63% of Group revenue in the period, providing high levels of visibility and
increased certainty for future years' revenue;
• we continued to invest in our underlying business systems and processes to increase our scalability.
People and culture
I am delighted to report that, once again, we improved our result in our annual employee engagement survey, scoring 78%
overall (2020: 76%), and thereby continuing our trend of annually increasing our engagement score since 2017. This is the
clear result of the investments and efforts that the Company has made to develop a brilliant culture and create opportunities
for our people to thrive.
On behalf of the Board, I would like to take this opportunity to thank all members of staff for the dedication and commitment
to making Gresham what it is today. Employees globally have worked extremely hard to create the right working environment
for Gresham to succeed in the future.
Despite the ongoing disturbances caused by COVID-19, our staff have adapted well to a hybrid way of working with little
interruption. Although we are a technology driven business, we are also a people-led company and I am proud of the way in
which staff at Gresham have responded whilst also helping the business to succeed.

Chairman’s statement
Gresham Technologies plc
Annual Financial Report 2021 10
ESG
As Gresham continues to grow, we are committed to ensuring we do so responsibly, to enhance the long-term value generated
by our business. Following a review of Gresham’s Environmental, Social and Governance priorities in 2021, we have
established a three-pillar ESG strategy as part of our approach to continually improve in these areas.
Scaling responsibly is built across the following three pillars:
• Our customers: leveraging our growth to improve customer outcomes
• Our people: fostering positive and productive communities in our business and our industry
• Our world: managing our impact on the environment and being a force for good in our world
The strategy is underpinned by a strong culture and good governance across the Group and we are confident about executing
on our strategic vision in the coming year and beyond.
Looking ahead
Following a year of transformation, there is now great momentum in the business and I am pleased to say we have ended the
financial year as a more robust company. We have delivered against the strategic priorities the Board approved in December
2020 to strengthen our position in the market:
• continue to build a global footprint and resilient international operations;
• increase investment in sales and marketing;
• make scalability and repeatability key themes within product development and professional services to enhance
operating leverage and accelerate speed of implementations;
• increase investment in AI to support our vision of self-learning and self-optimising solutions;
• identify options to monetise the IP arising from the ANZ strategic partnership in the wider market; and
• seek further earnings-enhancing acquisitions which add adjacent technology capabilities, scale, and expand global
reach.
We enter the new financial year with a focus on expanding our existing client base and securing new customer wins through
investments in our technology, and on completing the integration of Electra into the business. We have £37m of 2022 revenues
under contract, which gives us confidence to continue with our investments, and we have a strong pipeline of demand for our
products as the digital transformation era continues to accelerate for many businesses. We are excited about the future
opportunities this will create.
Our management team have built a rare business with a very exciting future in a substantial, growing market. We have the
benefit of a track record with an innovative, well invested product set which has been designed for today’s complexities. I
believe that the scale of our opportunity is as large as our ambition allows.
Peter Simmonds
Non-Executive Chairman
7 March 2022
DocuSign Envelope ID: BB8DFBB0-2E16-4C63-B3F9-138A47D638FF

Business model
Gresham Technologies plc
Annual Financial Report 2021 11
Our business model is to earn high-margin, recurring revenues by providing innovative software solutions for reconciliations,
regulatory reporting, connectivity and data aggregation services.
Our strengths
Growing, global market
There is a significant addressable market made up of financial institutions and large corporates which are grappling with
increasingly complex data and financial control requirements. Structural trends are delivering substantial tailwinds.
Disruptive technology
Our Clareti platform is best-in-class, versatile and scalable and sits at the heart of customer workflows. We have an exceptional
innovation engine and a proven track record of bringing disruptive solutions to market.
People and culture
We have an exceptional pool of talent that incorporates a vital and diverse blend of skills and experience. We are committed
to a culture of integrity and excellence and we challenge ourselves to be an awesome place to work.
Our business
Distribution
Our global team of sales professionals sells directly to customers in our primary target markets. In addition, our bank, financial
market infrastructure and technology partners provide indirect sales channels. We are developing a global alliances network
with like-minded firms to build distribution capacity. Our regional sales activities are supported by a global marketing team.
Charging model
We licence our software on a subscription basis, which generates higher levels of recurring revenue for the Group than
traditional licensing models, and also provides a more reliable platform for growth and decision-making. Implementation
services are charged on a time and materials basis or at a fixed fee for a fixed scope of works, and we are growing a portfolio
of software related cloud and managed services chargeable on a recurring basis.
Customer success
Our customer success team are focussed on delivering the best possible service and outcomes for our customers throughout
the entire lifecycle, which promotes loyalty, advocacy and account growth. We have professional services consultants in all
our key locations. Our global support and managed services teams are available 24/7.
Operations
We have a mature and highly effective global business platform, which supports our rapid growth and entrepreneurial decision-
making within an appropriate governance framework. Our regional go-to-market teams are supported by centralised systems
and processes for all key operational areas such as finance, people & culture, IT, information security and legal.
Creating value
For investors
Our model builds capital value based on high levels of recurring revenues and sustained growth. A progressive dividend policy
has been in place since 2018, providing further shareholder returns.
Total shareholder return over five years*: 37%
*Measured by the share price as at 31 December 2021 plus dividends paid since 1 January 2017, divided by the share price at the start of the five-year period.
For customers

Business model
Gresham Technologies plc
Annual Financial Report 2021 12
Our solutions give customers confidence in their data in an increasingly complex and regulated environment. Our model
enables us to continually invest in innovation and maintain the value proposition of our solutions.
Total customers: 270+
For employees
Our employees have the opportunity to be part of a fast-paced, entrepreneurial business, where individuals are valued and
career aspirations can be fulfilled. Corporate success is shared through an all-staff share scheme.
Total employees: 200+

CEO’s statement
Gresham Technologies plc
Annual Financial Report 2021 13
Dear shareholder
Strategic review
Introduction
2021 was a significant year of strategic, operational and financial progress for Gresham Technologies. We further
strengthened our position as the leading player in reconciliations software to the financial sector as a result of the successful
transformational acquisition of Electra in June 2021, and delivered a strong, high quality, underlying financial performance.
We are pleased to close the year ahead of market expectations.
Our Clareti technology solutions provide major banking and investment management clients with the tools to connect,
reconcile and control their data enabling them to automate their business processes and have confidence in their digital
operations. In the year we signed 16 new clients to reach more than 270 across 30 countries by 31 December 2021, adding
to our roster of long-standing relationships including many the world’s top 100 investment banks. In addition, we have flagship
customers using our technology in retail and commercial banking, asset management, insurance, energy and commodities.
We support the boards of some of the largest companies in the world to improve operational efficiency, manage risk and
regulation, accelerate their digital transformation initiatives, and provide a key part of the data intelligence platform that
ensures they remain agile, competitive and compliant. We supply mission-critical technology to our customers and are building
a reputation as a trusted industry partner.
Our success reflects the investment and the efforts of our talented team in delivering differentiated solutions that are proven
at scale and backed by a high-quality global service capability. This, together with our product roadmap, provides a platform
for growth by expanding within our existing clients and winning new ones, and delivering scalable high margin recurring
revenues.
As a result of strong trading in the year together with acquisitive contribution, the Group delivered a year of significant growth
in revenue and profits as well as cash generation well ahead of both 2020 and market expectations. Underpinning this is the
Group’s growing base of subscription revenue contributing to a 95% increase in Clareti ARR to £24.0m and providing
enhanced visibility into future periods. Notwithstanding strategic acquisition contributions in the year, the Group saw double-
digit underlying organic growth of 20% in ARR driven by new sales momentum and ARR net retention levels well in excess of
100%.
The global pandemic over the last two years has accelerated the need for all businesses to invest their core processing
systems and data platforms to create more intelligent and automated solutions that reduce the need for manual interventions
and the risk of error. Over the past 18 months, we have successfully capitalised on this opportunity with two important
acquisitions, as well as investing to drive organic growth.
Our success reflects our research, planning and focus on delivering value to our clients. Our significant investments in people
and infrastructure have put in place the building blocks of a scalable fintech platform with a market-leading product portfolio,
highly invested cloud architecture, established blue-chip global customer base, and an ambitious, proven management team.
The opportunity in front of us is large and we are ideally placed to pursue our growth ambitions, underpinned by a repeatable,
high margin business model.
Business Review - Bringing digital integrity, agility and confidence to the world's financial institutions
The shift to digital within the financial services sector over the past ten years has been compounded by growing regulatory
pressures and scrutiny increasing our customers’ needs for timely and accurate processing coupled with greater transparency
and accountability. This means our customers need to have complete confidence in their data and processes in order to make
good decisions and ensure optimal outcomes, including protecting their reputations. Our software helps market participants
connect, reconcile and control the many disparate sources of transaction, finance, risk and regulatory data that exist in modern
trading ecosystems.
Product portfolio: platform and solutions
During the first half of the year, we re-packaged our Clareti platform capabilities into two product lines, Control and Connect,
and, in the second half of the year, we strengthened the portfolio with complementary offerings acquired with Electra. Our
products can be combined to quickly deliver real-time digital solutions for customers into environments where generic solutions

CEO’s statement
Gresham Technologies plc
Annual Financial Report 2021 14
are inadequate. They are available in the customers’ data centres or in a Gresham hosted cloud on a software-as-a-service
basis along with optional subscriptions for the collection and aggregation of external data and/or the provision of managed
services.
Control
Clareti Control is an enterprise-grade business self-service platform for the reconciliation and control of "any and all"
transaction data in financial markets. Clareti Control is now well established in the market for “non-standardised” problems
such as inter-systems reconciliations with dozens of successful implementations. Our investment into additional cash and
securities processing functionality over the last three years means we are now the only vendor in the market that can offer
“standardised” and “non-standardised” data reconciliations and controls on a single modern self-service platform that has
been proven at scale. This is a “holy grail” for the operations functions within large capital markets institutions and we expect
to further capitalise on this opportunity in the market over the next few years. Over time, we will bring Electra's reconciliation
offering onto the same platform to offer “out of the box” capabilities for handling buy-side nostro/depot as well as leveraging
their patented capabilities for combining cash/stock/transaction into a single view (the NAV).
Connect and Data
Our Connect and Data solutions allow customers to participate in the complex inter-connected global financial system without
needing to be concerned with third party data access, integration risk, cost and time to market. Our Connect solutions enable
customers to interact with their bank partners, trading venues, regulatory reporting venues, and other industry applications
and provide intelligent control over complex data flows. Our Data solution is focussed on the needs of the buy-side community
and is used by fund managers and service providers alike to collect and aggregate data from third parties such as custodians.
These mission-critical services are delivered in the cloud from our secure data centres and operated with exceptionally high
levels of service and support. In 2021, we went live with the first customer on our next generation cloud-native architecture
Connect 2.0, and we are continuing the migration of customers and, ultimately, we plan to bring together the Electra Data and
Clareti Connect services onto a common cloud Connect platform.
I am pleased to say the development work on these two offerings has progressed successfully throughout the financial year
and our new messaging and simplified Clareti product story and collateral have been well received in the market.
We also have a third development team working on Digital Banking products driven by our innovation partnership with ANZ
which progressed extremely well during the year. In December, our software was formally accepted into testing ahead of
deployment with ANZ’s first customers during 2022. As a result of achieving this important milestone, ANZ increased their
investment into Clareti software, and a further increase is expected upon customer go-live in FY22.
Markets – Digital transformation of financial services continues at pace
Four key drivers continue to support growth in our market and the need for our clients to invest in their systems and reporting
Managing risk and regulation
Every day, we help boards of some of the largest companies in the world manage their financial, operational and reputational
risk by providing timely insight into their data and processes.
This is compounded by ever greater regulatory pressures which increases their need for oversight and accurate reporting.
The global market for regulatory reporting solutions is expected to reach USD $1.16bn by the end of 2026, with a CAGR of
19.5%. Over the last five years, we have secured a significant number of sales in the regulatory area and our recent
acquisitions have further strengthened our position.
Digital automation
Aligned with the above, we are part of our clients’ investment to digitise their processes, reduce their operating costs through
automation, and serve their customers better. We are part of programmes globally aimed at improving the quality, connectivity
and exploitation of data to deliver more intelligent business outcomes.
Underpinning business success

CEO’s statement
Gresham Technologies plc
Annual Financial Report 2021 15
Our software not only enables businesses to survive in the modern era, but importantly to become more competitive through
access to information and agile decision-making, all underpinning the launch of new products and innovative customer
propositions.
Expanding market
The overall size of the addressable market for Clareti software, and the competitiveness of our offerings is continually
expanding and we are well placed to participate in a growing market opportunity.
Growth Strategy – Building blocks to £100m ARR
The overall size of the addressable market for Clareti software, and the competitiveness of our offerings, provides an
opportunity for us to build a £100m ARR SaaS business with a best-in-class sales, cost and delivery model with high quality,
high growth recurring revenues.
Grow customer footprint in core markets
We remain focused on winning a meaningful share of the global market for reconciliations, data integrity and control software
in financial services before turning our attention to other industries and use cases. We are focussed on winning new names
through direct sales teams in the key geographies of UK, Europe, North America, Asia and Australia. Our newly appointed
sales hires in Luxembourg and Asia Pacific both secured new name customers during the course of the year giving us further
confidence in our ability to scale.
Highlights during the year include:
• a new Clareti contract win with a fast-growing global financial group which is expected to generate total software
subscription fees of EUR 1.4m over a committed five-year term, with additional services revenues to deploy the
solution;
• a contract win with one of the world’s largest professional services firms to provide advanced technology to its
financial services audit practice in the US. This new contract is expected to generate total software subscription fees
of USD $2.8m over a committed five-year term, with the annual subscription fee starting at USD $0.25m and
committed to rise to USD $0.7m from the third year of the term, in addition to services revenue to deploy the solution;
• a contract with a leading provider of retirement investment services in the US to replace a legacy reconciliation
platform with USD $0.6m software subscriptions over three years.
Expand engagement across existing substantial customer base
We are already regarded as an innovative partner to many of the world's largest financial institutions and we aim to deepen
those key account relationships. Winning and growing large "key account" customers is an important aspect of our strategy,
the success of which is demonstrated by the Group’s consistently strong customer retention levels, with ARR net retention
increasing to 106% on an annualised basis across all customers, and even higher for our Key Accounts. Notable successes
in the period include:
• Australia and New Zealand Banking Group, our largest customer, signed contracts totalling over AUD $21m, which
combined with existing agreements provide contractual certainty over the renewal of all existing Clareti and non-
Clareti licences, as well as securing new incremental revenues from recurring software, recurring managed services,
consulting services and contracting services;
• we successfully executed a five-year subscription with a global Tier 1 bank customer to extend and upgrade its
investment in the Clareti software;
• a five-year subscription with a global Tier 1 bank customer to extend its current investment in Clareti software. The
contract value totals £2.8m for the ongoing use of the technology and follows the successful migration of the bank's
global legacy "core reconciliations" to Clareti Control;
• securing a multi-year renewal with the largest customer acquired through Electra, providing greater certainty over
future years.

CEO’s statement
Gresham Technologies plc
Annual Financial Report 2021 16
Provide incremental growth opportunities through focused innovation programme
The Board and management team are focused on fostering a culture of innovation, supported by investment in our products,
people and client relationships to ensure we continue to deliver market-leading solutions to some of the largest companies in
the world. This commitment is demonstrated by the improved matching results and economic performance being seen by the
Tier 1 bank development partner for our cash and stock reconciliation offering. Economic benefits are substantially ahead of
the displaced legacy transaction lifecycle management product and provides an indicative business case for other institutions.
Our Control software is now a clear leader in the market in terms of functionality and scalability, and the priority for our R&D
team has shifted towards ease of adoption and provision of greater business self-service capability. During 2022, we will
introduce new web-based interfaces for our Control solutions and progressively upgrade the underlying architectural
components such that the Electra and Clareti offerings ultimately operate on a common “micro-service” based cloud-native
Control 2.0 platform.
Our Connect 2.0 platform, which brings together our data access and transformation technology assets across the domains
of trading STP, regulatory, payments and messaging, has also reached a market level of functional maturity. We will continue
to enhance this service for newer industry requirements such as ISO20022, add connectivity to additional industry platforms,
and make the technology more accessible through adoption of natural language processing (NLP) and enhanced reporting.
Our Connect offering is a powerful capability and extremely relevant to today’s global financial markets and we intend to ramp
up our marketing during the year.
In addition to the continued enhancement of our product portfolio, a proportion of the R&D team is dedicated to developing
and incubating new corporate banking and payments software in partnership with ANZ. After three years of work, the new
technologies are being deployed into production use cases and offer a potentially significant break-out opportunity for the
Group in the coming years.
M&A
Alongside our strategic pillars, we look to supplement our organic growth opportunities through strategic M&A. We are proud
of our successful M&A strategy which has expanded our portfolio of products, deepened our relationships with key clients,
and broadened our footprint internationally. Whilst we continue to explore investment opportunities to further scale the
business, our priority is to leverage the combined assets and enlarged global business to sustain high levels of profitable
organic growth. With that in mind, I am pleased to report that Inforalgo has delivered a very strong performance in its first full
year with the Group. The acquisition has brought additional sticky ARR and widened Gresham’s customer footprint in North
America.
Electra
The standout event of the year was the USD $38.6m acquisition of Electra in June 2021, which not only reinforced our
leadership position for reconciliation software in financial markets but also strengthened our market share and portfolio of
products for the investment management market. The deal also accelerates our opportunity in the major North American
market and creates a truly global platform for the Group from which to deliver strong, long-term growth.
This transformational acquisition opens the door to the next stage of development at Gresham. We are now able to leverage
the combined investments in product development, distribution and customer support infrastructure to compete more
effectively and ultimately to realise the high margins, strong cash generation, and attractive valuation multiples typical of large
mature enterprise software firms.
The acquisition of Electra has been a catalyst for change within the business. We have reviewed our processes for scalability,
and made rapid progress with integration work, enabling us to operate as a single global company internally as well as
externally in the marketplace.
Current Trading and Outlook
As a result of our acquisitions and the successful transition to subscription revenues in the Clareti business, Gresham now
benefits from high levels of recurring revenues. We ended the financial year as a larger, more resilient company, with more
than £37m of 2022 Group revenues already under contract (which represents 100% of 2021 Group revenue) in the current
year, providing significant visibility and a robust platform to execute our growth strategy.

CEO’s statement
Gresham Technologies plc
Annual Financial Report 2021 17
Today’s Gresham has the financial strength and trusted partner client relationships to drive further expansion in the medium-
term. We are already regarded as an innovative partner to many of the world's largest financial institutions and our aim is to
deepen those key account relationships as well as win new names.
There are now strong indications that financial firms are planning for greater investment in FY22, with digital transformation
and automation remaining a priority. During 2021, we saw increasing levels of management ambition and associated budget
allocations for change projects in our target markets and our pipeline is much improved over the same period last year. Several
large opportunities are moving through competitive tender processes and Gresham is in ‘proof of concept’ with a number of
new ‘key accounts’.
Given the continuing market demand for data and process automation, connectivity and control, we also have a significant
opportunity to grow with our existing installed base of 270+ customers by expanding across their operational infrastructures,
resulting in a regular beat rate of upgrade contracts. We believe there is the opportunity to double revenues with our existing
clients as they expand across business lines and geographies.
In addition to securing new key accounts and growing with existing customers, we are investing in the productisation and
repeatability of our software to accelerate our scale-up in the mid-market in order to attack a total addressable market
comprising over 500 banks globally and more than 1000 investment managers.
At the time of writing, the devastating situation in Ukraine is worsening and, as a Group, we condemn the abhorrent actions
of the Russian and Belarusian leadership in the strongest possible terms. Whilst Gresham has limited direct exposure to
Russian or Belarusian firms, and we have no operations in the region, we are committed to playing our part by adhering to
the governmental sanctions, assessing our operations and relationships to ensure they are legally and morally correct, and
supporting the relief effort to the extent possible.
With your support, and the hard work of our talented global team, we have created the foundations for success and benefit
from a focussed strategy, strong balance sheet and growing market opportunity. The Board remains confident in its ambition
to build a £100m ARR SaaS business with best-in-class performance metrics expected of a valuable global financial
technology company of substantial scale.
Ian Manocha
Chief Executive
7 March 2022
DocuSign Envelope ID: BB8DFBB0-2E16-4C63-B3F9-138A47D638FF

Electra acquisition
Gresham Technologies plc
Annual Financial Report 2021 18
A strong deal rationale and a significant step towards our strategic goals
Our transformative acquisition of Electra in June 2021 was underpinned by strong investment case with both shorter term and
strategic benefits. It constitutes a key step in our ambition to deliver a £100m ARR global business. The acquisition provides
the enlarged Group with a highly complementary suite of products and solutions, as well as significant opportunity for revenue,
investment and cost synergies, which we are securing through our integration and globalisation programme.

Electra acquisition
Gresham Technologies plc
Annual Financial Report 2021 19
Globalising our combined business
Since the acquisition completed in June 2021, we have been undertaking a major programme of integration and globalisation
work to create one company and secure the expected benefits of the acquisition. The overriding aim of the programme is to
create a global platform for growth in order to deliver on our vision, innovate faster and win in the market.
Our globalisation blueprint is based on the following principles:
Our FY21 priorities for globalisation included:
• Securing our customers and our people
• Corporate re-branding
• Consolidation of sales and marketing platforms
• Integration of internal operations
• First phase of globalisation for product and customer success functions
• Global go-to-market plans for FY22
Having successfully completed the priority workstreams referred to above in 2021, our globalisation efforts in 2022 are
focussed on:
• Building out the global sales platform to achieve revenue synergies
• Offering our solutions and services in all locations
• Accelerating our innovation and delivery using common architectures, technologies and processes
• Executing our consolidated cloud strategy and achieving cost synergies
• Standardising our IT systems and processes and thereby achieving further cost and operational synergies

Strategy
Gresham Technologies plc
Annual Financial Report 2021 20
Our strategic plan is designed to drive profitable growth and create long-term shareholder value.
Strategy
Key achievements in 2021
Key priorities for 2022
Build a high-margin, recurring
revenue stream based on
Clareti software and cloud
services.
We increased Clareti annualised recurring
revenues (ARR) by 95% (including Electra) (see
KPIs, page 22). Clareti ARR now represents more
than 85% of Group ARR (2020: 78%). Following
the acquisition of Electra in June 2021, 57% of our
Clareti ARR is now generated from cloud
solutions.
We will invest in sales and marketing capacity and
globalise our distribution operations to capitalise
on our expanded product offerings. We will also
expand our managed service offerings to expand
our footprint in existing and new customers and
grow our share of wallet.
Create a valuable financial
technology business through
Clareti-led growth and
complementary acquisitions.
We acquired Electra in June 2021, which
substantially extends our business, particularly in
North America. This increases our target
addressable market and provides more upsell
and cross-sell opportunities.
We will complete the integration of Electra to
maximise the opportunities for revenue, cost and
operational synergies. We will deliver organic
Clareti growth. We will continue to explore
appropriate acquisition opportunities.
Establish Clareti as the
enterprise data integrity platform
“category leader”.
We delivered demand generation campaigns;
thought leadership, integrated go-to-market
programmes and customer events across all key
target markets via a host of digital and online
channels. We won two key industry awards in
2021: Chartis RiskTech 100 category award-
winner for sell-side reconciliations and FTF best
reconciliation provider.
We are focused on driving brand awareness and
market understanding of our leading Control,
Connect, Data Services & Managed Services
capabilities across our priority markets. We will
execute enterprise solution-set campaigns to
cross-sell and up-sell to our enlarged customer
portfolio.
Focus our product investment
on innovative Clareti solutions
for our chosen markets.
We delivered major new features for market-
facing reconciliations, allowing key customers to
go live with our next-generation solution. We
enhanced our cloud solutions and product
integration capabilities to meet the growing
demand. We delivered sophisticated solutions
through combining Connect and Control to enable
our customers to innovate their market offerings.
We will release major new versions of our Control
and Connect solutions containing new features
and capabilities to enhance our propositions. We
will expand our managed service offerings and
excite our customers and prospects with a
compelling innovation roadmap. We will further
exploit the synergies in Connect and Control to
deliver solutions that are beyond the reach of our
competitors.
Retain strategic non-Clareti
revenues to support Clareti-led
growth.
Our non-Clareti revenues were ahead of our
original expectations. Specifically, the contracting
services business we provide to ANZ continues to
be productive. Our legacy products were
managed effectively and profitably.
We will continue to provide contracting services to
ANZ. We will re-evaluate the viability and
business risks of the individual legacy products to
ensure they can remain profitable and
serviceable, or discontinue them if not.

Strategy in action
Gresham Technologies plc
Annual Financial Report 2021 21
Control
Efficiently automating, validating and reconciling, our customers data, workflows and reporting.
• Enterprise grade platform for matching, reconciliation, exception management and control of “any and all” transaction
data. Highly flexible and customisable, data agnostic and proven at massive scale
Connect
Dynamically optimising all our customers enterprise messaging and data connectivity
• Technology and service that enables firms to rapidly connect disparate applications, access, control and transform
data and real-time process flows.
• Extensive library of supported services including banking, payments, trading STP, accounting, regulatory reporting
and other common industry applications and data platforms.
Data services
Increase business value and operational efficiency with timely, high-quality data
• A complete source for accurate, reliable data that consolidates securities, cash position and transaction information
for buy-side firms and service providers alike.
• Connecting with more than 4500 unique data feeds from over 1500 global sources
Managed services
Remove the burden of managing technology while achieving greater flexibility, efficiency and scale
• Flexible service options, cloud deployment, operations and technical services supporting our Connect and Control
solutions, giving you the ability to simplify, streamline and scale multiple workflows and platforms through one trusted
provider.

Key performance indicators
Gresham Technologies plc
Annual Financial Report 2021 22
Financial KPIs
The following key performance indicators (“KPIs”) have been selected as the most appropriate financial measures of strategy
execution for the Group. Performance of these KPIs has been discussed within the Chairman’s Statement, CEO’s Statement
and Financial Review.
KPI
Performance in
2021
(1)(2)
Description
Why is it a KPI?
Group revenue
£37.0m (up 49%)
Total revenue generated and recognised in
the year from all operations, including
Clareti Solutions and Other Solutions.
Measures the Group’s overall performance
at revenue level, which is an indicator of
the Group’s overall size and complexity.
Clareti revenue
£25.5m (up 65%)
Total revenue generated and recognised in
the year from Clareti Solutions.
Measures the Group’s success in winning
and retaining Clareti revenues, which is an
indicator of the Group’s progress in its
Clareti-led strategy.
Clareti ARR
£24.0m (up 95%)
Aggregate value of all recurring revenues
from Clareti Solutions that are either fully or
partially contracted for the next twelve
months and/or are highly expected to
renew in the next twelve months. The value
stated is given as at 31 December 2021.
Provides a forward-looking view of the
minimum expected Clareti revenues in the
next twelve months, which gives
confidence to business planning and
investment decisions.
Adjusted EBITDA
(3)
£7.2m (up 60%)
Group earnings before interest, tax,
depreciation and amortisation, adjusted for
share-based payment charges and
exceptional items.
Key measure of the Group’s effectiveness
in converting revenue to earnings,
excluding the effects of certain non-
operational and/or exceptional
transactions.
Cash Adjusted
EBITDA
(3)
£2.5m (up £2.2m)
Adjusted EBITDA less capitalised
development spend and any IFRS16
lease-related cash payments.
A reflection of cash generation in the year,
reflecting the Group’s effectiveness in
converting revenue to cash generation.
Adjusted diluted
earnings per share
(3)
5.0 pence (up 27%)
Earnings per individual share, taking into
account changes in capital structure and
issued equity on a fully diluted basis,
adjusted for share-based payment
charges, deferred tax charge on inter-
group sale of IP, exceptional items and
amortisation from acquired intangible
assets.
Measure of Group profitability that
identifies performance on a per share
metric and enables comparisons against
other companies.
Net cash
£9.1m (up 2%)
Aggregate net cash balance (including
bank deposits/restricted cash) as at 31
December 2021 including bank deposits
after operational, investing and financing
activities during the financial year.
Provides a measure of the Group’s
financial strength and self-sufficiency to
support operations, make investments and
withstand unexpected headwinds.
(1) All KPI data excludes discontinued operations, except for profit before tax which includes discontinued operations and exceptional items.
(2) Values stated for 2021 include the impact of the acquisition of Electra. See note 23 for details.
(3) The adjustments to earnings per share and EBITDA have been provided in order to present the underlying performance of the business on a comparable basis (see note 5).

Key performance indicators
Gresham Technologies plc
Annual Financial Report 2021 23
Non-financial KPIs
The following KPIs have been selected as the most appropriate non-financial measures of strategy execution for the Group.
Performance of these KPIs has been discussed within the Chairman’s Statement, CEO’s Statement and Financial Review.
The Group tracks a number of other non-financial performance indicators operationally that are not considered to be
individually relevant as measures of overall strategy execution success. This is reviewed annually.
KPI
Performance in 2021
Description
Why is it a KPI?
Number of Clareti
customers
270+ (2020: 120+)
Total number of Clareti customers as at 31
December 2021
Growing the customer base provides
additional revenue as well as opportunities
for future expansion.
Clareti ARR net
retention rate
106%
The rate of Clareti ARR growth in the
previous twelve months based exclusively
on contracts in place at the start of the
twelve-month period. Includes annualised
and apportioned rate from Electra since
acquisition.
This measure provides the Clareti ARR
growth rate of a specific customer cohort
from start to end of the year, which enables
the Group to analyse and address causes
of Clareti ARR attrition and forecast more
reliably.
People engagement
score
78% (up 2%)
The overall score derived from the Group’s
annual employee engagement survey.
A highly engaged workforce tends to be
more productive, so this measure provides
an assessment of the overall engagement.
The detailed survey results enable the
Group to take targeted action to increase
engagement levels as appropriate.

Stakeholders and section 172
Gresham Technologies plc
Annual Financial Report 2021 24
Section 172(1) statement
Section 172(1) of the Companies Act 2006 provides that a director of a company must act in the way he considers, in good
faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so
have regard (amongst other matters) to:
(a) the likely consequences of any decision in the long term;
(b) the interests of the company’s employees;
(c) the need to foster the company’s business relationships with suppliers, customers and others;
(d) the impact of the company’s operations on the community and the environment;
(e) the desirability of the company maintaining a reputation for high standards of business conduct; and
(f) the need to act fairly as between members of the company.
This section describes how the Directors have had regard to the matters set out in section 172(1)(a)-(f) of the Companies Act
2016 and forms the Directors’ statement required under section 414CZA of that Act. In making this statement, the Directors
have focused on matters of strategic importance to the Group, having regard to the size and complexity of its business.
Stakeholder group
Why engagement is important
How management and/or
Directors engage
Strategic decisions in the year
Investors
For further information, see
Statement of Corporate
Governance, page 43 and ESG,
page 26.
To communicate our long-term
strategic objectives effectively
and promote long-term holdings.
To secure investor support for our
strategic objectives and ensure
access to capital to deliver on our
execution plans.
Use of the AGM, analyst
presentations, investor
presentations, a bi-annual capital
markets day.
Individual investor meetings with
the CEO, CFO, Chairman and/or
committee chairs.
We acquired Electra in June 2021
which significantly enhanced the
Company’s value proposition and
provides further growth
opportunities. We consulted with
investors and gained shareholder
approval for the transaction in
general meeting.
We appointed Alma PR to advise
us on financial messaging and to
develop and deliver a compelling
investor communications
programme.
We conducted an ESG review
and committed to developing an
ESG strategy.
Workforce
For further information, see
People and Culture, page 26 and
share schemes, page 122.
To deliver our long-term strategic
objectives.
To maintain competitive
advantage and deliver market-
leading solutions to our
customers.
To promote our culture, purpose
and values, foster a healthy
working environment for our
workforce, support their wellbeing
and be a responsible business.
To maintain low turnover and
high productivity rates.
Use of transparent, anonymous
workforce engagement surveys,
with commitments to address
areas of concern.
Ad hoc initiatives such as mental
health awareness days, charity
fundraisers and social events.
Use of performance reviews,
objective setting and formal
policies and procedures.
Board meetings held at each UK
office and regular management
visits to overseas offices,
although this was not possible
due to COVID-19 related travel
restrictions.
We continued to offer flexible
working in light of the COVID-19
pandemic and operated all our
offices in line with governmental
guidelines.
We introduced a new benefits
provider in the UK and we aligned
benefits and terms and conditions
for all US employees following
the acquisition of Electra.
We introduced an additional
birthday leave policy for all
employees globally.

Stakeholders and section 172
Gresham Technologies plc
Annual Financial Report 2021 25
Customers
For further information, see
CEO’s statement, page 13 and
ESG, page 26.
To ensure we meet or exceed our
customers’ requirements and
maintain competitive advantages.
To build a highly referenceable
customer base with low attrition
rates.
To identify and assess new
market opportunities and
collaborate with customers on
high-value projects.
To promote brand loyalty and
identify sales opportunities for
other Gresham solutions.
Quarterly customer success
meetings, involving management
representatives.
Executive sponsorship
programme for key accounts.
Chairing industry roundtables and
customer forums to communicate
and consult on product
development priorities and new
features to address emerging
market requirements.
Customer satisfaction surveys on
support incidents.
We invested heavily in
developing new features and
capabilities for cash and stock
reconciliations, directly aligned to
customer requirements.
We conducted an ESG review
and committed to developing an
ESG strategy.
Suppliers
To ensure that we operate our
business effectively and without
disruption.
To act fairly and responsibly with
respect to our suppliers.
To adhere to our contractual
obligations to suppliers.
We nominate senior business
contacts to manage our key
supplier relationships. They are
supported by operations staff as
required to manage supplier risks
and requirements.
We participate in Business in the
Community (“BITC”) which
promotes responsible business.
We did not make any strategic
decisions in the year affecting
suppliers.

Environment, social and governance
Gresham Technologies plc
Annual Financial Report 2021 26
Scaling up responsibly
Gresham is growing and globalising. As we do, we are committed to ensuring that we’re “Scaling up responsibly”.
Having completed a review of environment, social and governance (“ESG”) considerations in 2021, we are now developing a
strategic direction to sustainability. During the review, we learned a great deal about the macrotrends, industry trends,
regulatory and policy directions, and employee and senior team member thoughts and perceptions of ESG and sustainability.
These insights have enabled us to develop a three-pillar ESG strategic direction for Gresham Tech, under the umbrella
proposition of Scaling up responsibly.
Scaling up responsibly is built across the following three interwoven pillars:
• Our Customers – leveraging our growth to improve sustainable customer outcomes.
• Our People – fostering positive, inclusive and productive communities in our business and our industry.
• Our World – managing our impact on the environment and being a force for good in our world.
The strategy is underpinned by culture and governance as the existing foundations for our success.
We are excited about developing and executing our ESG strategy over the coming months and years.
People and culture
Our aim is to be a highly valued, engaging and responsible employer across the Group, where our people uphold our core
values and are encouraged to excel. We challenge ourselves to be an inclusive and collaborative place to be successful.
We know that our people are key to our collective expertise and growth plans. Our business model is to attract, retain and
develop talented individuals to help us deliver our long-term objective of becoming one of the world’s leading providers of
enterprise financial technology solutions. We seek to foster a culture of innovation and empowerment where talent, enterprise
and collaboration are recognised and rewarded.
Our core values
We Embrace Difference
We value different backgrounds, experience, expertise and ways of thinking. We encourage curiosity and respect every
individual, recognising that everyone has the potential to bring something extraordinary to the table. We each apply our unique
talents with passion and integrity and we are all committed to making Gresham an exceptional place to work.
We Create Together
Working together with our colleagues, customers and partners, we create energy and a dynamic approach to challenge the
norm and find innovative ways to solve problems. Through open discussion and feedback, healthy debate and continuous
learning, we combine the virtues of experience and fresh thinking. We operate at pace, taking the lead where appropriate,
ensuring that we work together to seamlessly deliver outstanding products and services.
We Champion Success
We are passionate about delivering successful outcomes for our customers and employees, as well as our industry and our
community. Our nimble approach means that we can adapt to our customers’ individual ways of working, taking ownership
for delivering the wow factor, delighting customers and enabling our business and our people to grow and flourish.
Attracting, retaining and developing our talent
We implement Group-wide strategies designed to attract, retain and develop our people that reflect the local geographic and
industry economic climate. These strategies include competitive terms and conditions, a defined contribution pension scheme,

Environment, social and governance
Gresham Technologies plc
Annual Financial Report 2021 27
consideration of family and personal needs, training and career development coaching, and a wide range of other flexible
benefits designed to reflect the Group’s culture and values. Our performance-related pay structures include an Annual Bonus
Scheme, which is linked to personal objectives and wider team and Group objectives. The Annual Bonus Scheme is
complemented by our employee share scheme, which is designed to align employee incentives with shareholder interests
through the award of shares.
Our hiring model is based on creating an agile, highly motivated and collaborative international teams. Our strength comes
from collaboration between seasoned professionals with deep client industry experience and some of the brightest technology
talent on the market.
We also “hire for attitude”, placing great importance on our values, effective team working and customer success.
We operate our own bespoke leadership development programme. This programme is designed to equip all of our people
leaders with the fundamental tools, techniques and resources to coach and mentor their teams to deliver a winning
performance. Alongside this we support personal and professional growth, encouraging our people to develop their technical
competency as well as interpersonal skills and those related to our values-based behaviours. We create space to do this by
encouraging our people to spend 5% of their time on professional development.
Engaging with our people
We listen to our people. We have an “always on” approach to employee engagement and communications including regular
meetings within individual teams throughout the Group, regular Group-wide communications and confidential feedback
mechanisms and engagement surveys. Performance appraisals happen formally at mid and full year, but we encourage
ongoing dialogue and continuous performance management coaching conversations throughout the year to ensure that our
people are getting support and feedback in order to be successful in their roles and to continue growing at Gresham.
Trust is vital in order to support and promote the exceptional levels of employee engagement we enjoy and helps to ensure
that the working environment balances wellbeing, provides motivating opportunities for growth and operates with compassion.
Early careers programme
Our early career entry programme is one of the ways that we attract promising new colleagues to the business. Our graduate
and apprenticeship paths within our professional services, development and IT teams have been running for several years
with minimal attrition.
Community
As a company that uses the power of technology to improve the way organisations operate, we are committed to supporting,
developing and helping to educate the future workforce about this sector.
We are proud to be Business Class members of and advisers to The Prince’s Responsible Business Network, through our
partnership with!Business in the Community (“BITC”). BITC’s vision is to make the UK the world leader at responsible
business, through inspiring, engaging and challenging businesses to tackle some of global society’s biggest issues.
Charity
We believe we have an important role to play in supporting the work of charities, both corporately and individually. We
encourage our people to support charitable causes and, as a company, we often provide assistance (such as guidance and
insights) or resources (such as surplus IT equipment) to charities.
Every year, we pledge to donate £1 to charity for every customer who completes our single-click customer satisfaction survey.
Since inception of this scheme several years ago, we have collected £3,316 and will be donating this sum to charities selected
by ballot of our global customer success team.
We also operate a policy whereby employees can purchase their corporate device (laptop or mobile phone) from Gresham
when it is due for upgrade, with 100% of proceeds donated to charity. Not only does this raise funds for charity, but it also

Environment, social and governance
Gresham Technologies plc
Annual Financial Report 2021 28
promotes recycling and device longevity. We are pleased to have raised £3,200 for charity from our employees from the sale
of used corporate devices in 2021.
Ethical business practices
We are committed to corporate sustainability and to an ethical and principled approach of doing business.
Human rights
This includes recognising and supporting the protection of human rights around the world. Gresham is guided by internationally
proclaimed fundamental principles such as those set out in the United Nations Universal Declaration of Human Rights.
Gresham’s key principles in relation to human rights are guided by the Ten Principles of the UN Global Compact.
Modern slavery
Modern slavery is a crime and a violation of fundamental human rights. We have a zero-tolerance approach to modern slavery
and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing
and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or
in any of our supply chains.
We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery
throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the
same high standards from all of our contractors, suppliers and other business partners and, wherever possible as part of our
contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone
held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the
same high standards.
Anti-corruption and bribery
The Company is committed to applying the highest standards of ethical conduct and integrity to its business activities in the
UK and overseas. The Company does not tolerate any form of bribery, whether direct or indirect, by, or of, its employees,
officers, agents or consultants or any persons or companies acting for it or on its behalf. The Directors and senior management
are committed to implementing and enforcing effective systems throughout the Company to prevent, monitor and eliminate
bribery, in accordance with its obligations under the Bribery Act 2010 and equivalent legislation overseas.
Equal opportunity
The Company is an equal opportunity employer; we celebrate diversity and are dedicated to creating an inclusive environment
for all employees. We are committed to ensuring that our workplaces are free from unlawful or unfair discrimination in
accordance with applicable legislation and our values. We are determined to ensure that no applicant or employee receives
less favourable treatment on the grounds of gender, age, disability, religion, belief, sexual orientation, marital status, or race,
or is disadvantaged by conditions or requirements which cannot be shown to be justifiable. This includes upholding the
following principles:
• recruitment and employment decisions are made on the basis of fair and objective criteria;
• person and job specifications are limited to those requirements which are necessary for the effective performance of
the job;
• interviews are conducted on an objective basis; personal or home commitments will not form the basis of employment
decisions except where necessary and relevant; and
• all employees have a right to equality of opportunity. Our policies and practices aim to promote an environment that
is free from all forms of unlawful or unfair discrimination and values the diversity of all people. We seek to treat all
applicants and employees fairly and with dignity and respect.
Gender analysis
At 31 December 2021, the Group had the following split of gender of staff:

Environment, social and governance
Gresham Technologies plc
Annual Financial Report 2021 29
Female
Male
Total
Executive Directors
-
2
2
Senior managers
2
6
8
Staff
42
156
198
44
164
208
Non-Executive Directors
2
2
4
Environment
Policy statement
Whilst the nature of our activities is such that the Group does not have a significant impact on the environment relative to
other industries, we recognise that we have a duty to manage our business affairs and operations in a sustainable and
responsible manner. This includes minimising the impact of our activities on the environment and supporting environmental
initiatives relevant to our industry. To achieve this, Gresham’s environmental strategy consists of the following:
• minimising waste;
• minimising toxic emissions;
• actively promoting recycling in all of its locations;
• meeting or exceeding all applicable environmental legislation that relates to Gresham;
• supporting, adopting and/or promoting industry initiatives designed to address environmental issues specific to
Gresham’s sector;
• seeking to influence its supply chain by preferring suppliers who uphold industry-leading environmental standards
over those who do not.
Climate Change
The Board is responsible for the Group’s climate change policy, and the matter is discussed at Board meetings as appropriate.
The Board has commissioned a review of the Group’s ESG credentials and has determined a high-level strategic direction
under the theme of “scaling up responsibly” (see page 26 for further details).
The Group does not consider that there are any significant risks associated with climate change impacting the Gresham
Group. As Gresham is currently defining its climate change strategy as part of its broader ESG strategy, no significant climate
targets have been identified to date. The risk management process for identifying, assessing and managing climate-related
risks is currently being defined as part of the wider review of our ESG strategy. Therefore we are currently not in full compliance
with the TCFD guidance.
Carbon emissions
This section includes Gresham’s mandatory reporting of greenhouse gas emissions pursuant to the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations 2013 (the “Regulations”).
Gresham’s reporting year is the same as its fiscal year, being the year ended 31 December 2021. This greenhouse gas
reporting year has been established to align with our financial reporting year.
Gresham reports emissions data using an operational control approach to define organisational boundary, which meets the
definitional requirements of the Regulations in respect of those emissions for which it is responsible. Gresham has reported
on all material emission sources which it deems itself to be responsible for. These sources align with Gresham’s operational
control and financial control boundaries. Gresham does not have responsibility for any emission sources that are beyond the
boundary of Gresham’s operational control. For example, business travel other than by car (including, for example, commercial

Environment, social and governance
Gresham Technologies plc
Annual Financial Report 2021 30
flights or railways) and fully managed offices are not within Gresham’s operational control and, therefore, are not considered
to be its responsibility.
The methodology used to calculate Gresham’s emissions is based on the “Environmental Reporting Guidelines: including
mandatory greenhouse gas emissions reporting guidance” (June 2013) and “The Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report) Regulations 2018” issued by the Department for Environment, Food and
Rural Affairs (“Defra”). Gresham has also utilised Defra’s 2016 conversion factors within the reporting methodology.
For the purposes of global greenhouse gas emissions data for the year ended 31 December 2021, the following disclosure is
made:
UK
Group
Emissions from
31
December
2021
31
December
2020
31
December
2021
31
December
2020
Electricity, heat, steam and cooling purchased for own use – tonnes of CO
2
e
19
24
40
37
Group’s chosen intensity measurement
Emissions reported above normalised to tonnes of CO
2
e per total £1,000,000 revenue
1.8
2.3
1.1
1.5
The Group’s total energy consumption for the year ended 31 December 2021 was 186,000 kWh (2020: 158,000 kWh).
Emissions data has been reported for Gresham’s operations in the UK, USA, Luxembourg and Australia, with locations in
Malaysia and Singapore considered not material to the scope of this reporting.
In order to express Gresham’s annual emissions in relation to a quantifiable factor associated with the Group’s activities, the
Directors have used revenue as Gresham’s intensity ratio as this is the most relevant indication of its growth and provides for
the best comparative measure over time.

Principal risks and uncertainties
Gresham Technologies plc
Annual Financial Report 2021 31
Our aim is to recognise and address the key risks and uncertainties facing Gresham at all levels of the business.
There are a number of risk factors that could adversely affect the Group’s execution of its strategic plan and, more generally,
the Group’s operations, business model, financial results, future performance, solvency, or the value or liquidity of its equities.
The Board is committed to addressing these risks by implementing systems for effective risk management and internal control.
A report on the Board’s review of the effectiveness of the Group’s risk management and internal control systems can be found
in the Audit Committee Report on page 47.
The Board has performed a robust assessment of the principal risks and uncertainties that could threaten Gresham’s business,
business model, strategies, financial results, future performance, solvency or liquidity. The items listed in the table below
represent the known principal risks and uncertainties, but the table does not list all known or potential risks and uncertainties
exhaustively. Where possible, mitigation steps are taken to safeguard against materialised risks.
Failure to win new Clareti business in line with plan
Description
Commentary
Winning new Clareti business is central to our strategic growth plan.
Failure to do so would directly impact our achievement of overall
objectives or lengthen the period taken to achieve them. Specifically,
failure to win new Clareti contracts early enough in the year reduces
the revenue recognisable from new contracts in the year, and would
potentially jeopardise our ability to deliver the implementations and
recognise the associated revenues in the year.
We continue to see strong market demand for Clareti solutions, but
sales cycles become and remain more unpredictable as a result of
the ongoing COVID-19 pandemic. This presents unquantifiable risks
to achieving our short-term growth aspirations and business plan.
Nevertheless, we are pleased with the Group’s performance in 2021
and the notable sales successes achieved, despite the challenging
market conditions.
Misdirected product, operational or strategic investments
Description
Commentary
Our model is to invest in product development and other areas to
support Clareti-led organic growth. Strategic investments such as
acquisitions present opportunity for accelerated growth. Failing to
achieve meaningful returns on investments would hinder the Group’s
strategic growth plan and potentially jeopardise the Group’s position
in the market and its prospects.
Our ongoing investments in product innovation are an essential part
of our strategy. In 2021, we continued our significant investments in
delivering production-ready market-differentiating features for key
customers to enable us to target the large market currently
dominated by legacy reconciliation providers. We also continued to
invest in our strategic cash management solution with ANZ, which
we believe has strong growth prospects over the medium to long-
term. The Electra business, acquired in June 2021, has been
materially integrated and is performing as expected.
Product and service delivery failures
Description
Commentary
Issues or failures with our software products or services could lead
to failed implementations, project delays, cost overruns, data loss,
security issues, customer dissatisfaction, early termination, service
level breaches and contractual claims, all of which could adversely
impact the Group’s revenues, earnings and reputation.
We successfully completed several projects in the year. Often, our
enterprise customers have complex data requirements, which can
render implementation projects particularly challenging. We operate
a clear methodology to align expectations from the outset, manage
projects effectively and minimise issues or delays, but this is not
always possible. Where necessary, we invest time and resource to
rectify errors and minimise contractual, commercial and reputational
risks.
Accelerated decline in non-Clareti revenues
Description
Commentary
Non-Clareti revenues provide a strong contribution to revenues,
earnings and cash flow and are key to short-term financial success
and ongoing investments in Clareti. Whilst the Group expects these
contributions to decline over time, an unexpected or accelerated
decline could have an immediate and significant impact on financial
KPIs due to short-term planning assumptions.
Risks in the non-Clareti portfolio have remained stable this year and
we broadly expect this to remain the case in 2022. However, we
regularly review individual portfolio risks and will consider strategic
options such as discontinuations or disposals in mitigation where risk
reaches unacceptable levels. Specifically, our ability to support the
EDT portfolio is becoming increasingly challenging and, given it’s

Principal risks and uncertainties
Gresham Technologies plc
Annual Financial Report 2021 32
steady decline over the last few years, we are actively considering a
discontinuation of this portfolio in the short-term.
Economic, international trade and market conditions
Description
Commentary
The Group is generally exposed to political, economic, trade, market
and public health risk factors, such as global or localised economic
downturn, changing international trade relationships, foreign
exchange fluctuations, consolidation or insolvency of existing or
prospective customers or competitor products, all of which could
significantly threaten Gresham’s performance and prospects.
In light of the ongoing COVID-19 pandemic, we continued to manage
our business prudently and in accordance with our incident response
plans. Having adjusted to this situation in 2020, we did not suffer any
business interruption during 2021, and trading conditions were
generally settled during 2021, although the pandemic continues to
hinder sales efforts as customers are more difficult to engage and
their budgets are under greater scrutiny. We expect these risks to
continue in 2022. Furthermore, Russian’s invasion of the Ukraine and
the sanctions imposed upon Russia by the UK, the EU and the USA
(amongst others) could have a significant detrimental effect on the
global economy and trading conditions generally.
People risks
Description
Commentary
A loss or material issue with key members of staff could cause
material disruption and a skills shortage. Competitor poaching could
result in intellectual property leakage. Staff misconduct, negligence
or fraud could cause Gresham significant reputational damage and
potential financial loss.
People risks were generally stable in the year, although market
factors are driving salary inflation and we are experiencing higher
staff turnover than normal. This is particularly affecting the technical
departments, such as product development, where there appears to
be a skills shortage in the UK. Consequently, we are focussing
significantly on people retention strategies, as well as using our
expanded global footprint to recruit into the most suitable and cost-
effective geographies. These risks are expected to continue in 2022.
IP, data and cyber risks
Description
Commentary
A significant IP loss, third party IP challenge, data loss, security
breach or cyber attack could significantly threaten Gresham’s ability
to do business, particularly in the short term, and could result in
significant financial loss.
Like all businesses, Gresham is exposed to an increasing range of
cyber attacks but there were no material incidents in the year. We
made considerable investments in 2021 to enhance the security of
our systems and processes. We believe these are necessary
investments for our customers and intend to make further
investments in 2022. Specifically, we are working towards achieving
internationally recognised security accreditations during 2022 and
2023. At the time of writing, we are on a heightened state of alert
regarding cyber attacks from bad actors as a result of the sanctions
imposed by the UK and other states in relation to the situation in
Ukraine.
Governance, regulatory and compliance risks
Description
Commentary
The Group is subject to rules, laws and regulations pertaining to its
business operations in the various territories in which it operates
(particularly the UK, the EU and the US), and also in relation to its
status as a premium-listed publicly traded company on the London
Stock Exchange. A breach of these rules, laws and regulations could
lead to public censure, fines, or other enforcement action by
governmental or regulatory authorities, all of which could cause
reputational and/or financial loss, and could significantly threaten the
Group’s performance and prospects.
This risk was introduced in the course of 2021 in order to recognise
the Group’s key role in supporting financial services firms in their
operational resilience and affirm its commitment to do so, particularly
in light of the Group’s expanded global footprint and more diverse
customer base following the acquisition of Electra in 2021.
Governance, regulatory and compliance risks are generally overseen
and managed by the Group’s internal legal function. This risk is
considered stable.

Financial review
Gresham Technologies plc
Annual Financial Report 2021 33
Transformative acquisition of Electra
We were delighted to complete the transformative acquisition of Electra on 22 June 2021 and are grateful for the support
provided by our new and existing shareholders for the transaction. We are also pleased to confirm that since the acquisition
Electra has been integrated to become part of the Clareti business segment, thus will be reported as such.
Electra was acquired on a debt free, cash free basis with an upfront consideration of USD $28.95m. Subject to the
achievement of performance criteria based on the retention of acquired customer recurring revenues, a maximum of USD
$9.65m (£7.2m) in contingent consideration will be due, payable in two instalments after the first and second anniversaries of
completion.
Upon acquisition, Electra had £9.2m of forward-looking ARR and the following significant balance sheet items: intangible fixed
assets consisting of customer relationships with a fair value of £11.8m and software of £5.0m; right of use assets of £0.3m;
trade and other receivables of £1.6m; cash and cash equivalents of £0.1m; trade, lease and other liabilities of £2.3m and a
deferred tax liability (generated on acquisition) of £4.1m.
Subsequent to the acquisition, we are also pleased to report that Electra as a standalone business has performed slightly
ahead of management’s plans.
Forward-looking annualised recurring revenue “ARR”
Our ARR is an aggregated value of all recurring revenues that are either fully or partially contracted for the next twelve months
and/or are highly expected to renew in the next twelve months. Future uplifts in variable usage or contingent recurring fees
are not included in ARR unless they are contractually certain with all deliverables having already been met.
2021
2020
Variance
%
Clareti ARR
Clareti ARR at start of year
£m
12.3
9.5
N/a
Acquired with Electra/Inforalgo
£m
9.2
1.2
N/a
Organic increase in ARR
£m
2.5
1.6
0.9
56%
Clareti ARR at end of year
KPI
£m
24.0
12.3
11.7
95%
Other ARR
Other ARR
£m
4.1
3.5
0.6
17%
Group ARR
Group ARR
£m
28.1
15.8
12.3
78%
Our ARR from our strategic growth business, Clareti, is a critical KPI for the Group as it provides a forward-looking view of the
minimum expected revenues in the next twelve months which gives confidence to business planning and investment
decisions. Whilst the Electra acquisition, completed in June 2021, was transformative to our Clareti ARR, it is pleasing to also
have seen strong organic growth of £2.5m or 20% on the ARR brought forward at the start of the year. Our retention and
upsell measures remain strong, with the trailing twelve month net Clareti ARR retention rate being 106%, including the
annualised Electra rate since acquisition. We calculate our net ARR retention rate as ARR from end of period from customers
existing at the start of the period divided by ARR at the start of the period. There remains a significant market opportunity to
both upsell and cross-sell to our continually growing existing customer base that we’re strategically investing in capturing.
ARR from our Other businesses has also grown by £0.6m to £4.1m in 2021, although it should be noted that the growth has
come from increased end customer usage in the lower margin software reselling business as ARR from our own high-margin
legacy solutions continues to decline as planned. It remains encouraging to see the ongoing longevity of these business lines
continuing to provide predictability and further ability to invest with confidence in the Clareti business.
In addition to Group ARR of £28.1m, expected revenues from non-recurring contracts in place as at 31 December 2021 total
£9.1m, thus giving near contractual certainty over £37.2m of revenue for 2022 before any new or incremental contracts are
won.
Income Statement
Revenues

Financial review
Gresham Technologies plc
Annual Financial Report 2021 34
Our income is analysed between revenues from Clareti Solutions and from our ‘Other’ non-strategic solutions and services,
revenues from each business of these business segments are then broken into:
- Recurring revenues – which are generated for software and software-related services such as support, maintenance,
and other ongoing managed services all of which are contracted or expected to continue for the foreseeable future.
- Non-recurring revenues – include professional services, contracting, training and other services that are expected to
be one-off or periodic in nature.
Given the transformational nature of the Electra acquisition, we have also broken out the Clareti business to show the Electra
revenues (and gross margin in the Earnings section below) as individual line items within the Clareti business.
2021
2020
Variance
%
Clareti solutions
Recurring
£m
13.5
11.5
2.0
18%
Recurring – Electra
£m
5.3
-
N/a
N/a
Recurring – Clareti total
KPI
£m
18.8
11.5
7.3
63%
Non-recurring
6.4
4.0
2.4
60%
Non-recurring – Electra
0.3
-
N/a
N/a
Non-recurring – Clareti total
£m
6.7
4.0
2.7
68%
Total Clareti revenues
KPI
£m
25.5
15.5
10.0
65%
Other solutions &
services
Recurring
£m
4.6
3.7
0.9
24%
Non-recurring
£m
6.9
5.6
1.3
23%
Total
£m
11.5
9.3
2.2
23%
Group
Total
KPI
£m
37.0
24.8
12.2
49%
Clareti Solutions
Clareti recurring revenues increased by 63%, up £7.3m on 2020, this included a contribution of £5.3m from Electra since the
acquisition late in June 2021. Excluding the impact of Electra, Clareti recurring revenues increased by 18%, or £2.0m since
the prior year. These increases were as a result of new recurring revenue sales, increased consumption of Clareti solutions
from our existing customers and a full year’s contribution from our 2020 acquisition, Inforalgo.
Clareti non-recurring revenues increased by 68%, up £2.7m on the prior year, with a relatively small services contribution from
Electra. Excluding the impact of Electra the increase was 60%. This increase is being driven by new implementations
associated with the increase in Clareti recurring revenues, step ups in ongoing client support that was delayed during the
2020 lock-down, and a significant pull through of additional services with key customer ANZ. ANZ are transitioning towards
go-live with our new digital banking products and we are building out the ongoing support and managed service capability,
part of which will begin being recognised as a recurring revenue.
Other Solutions & Services
Total revenues from Other solutions and services increased by 23% to £11.5m, exceeding our original expectations. This
business line includes revenues from: a legacy partner relationship where we act as a reseller of third party software; our sole
remaining, own IP, legacy software product; and our contracting services business where we provide fixed margin services at
a margin of 13% under twelve-month contractual terms.
Recurring revenues within the Other solutions and services portfolio increased by 24% to £4.6m as a result of increased end-
user consumption fees from existing customers of our reseller arrangement. As expected we saw lower revenues from our
own-IP software, however, these revenue reductions were more than offset by increases in reselling and contracting revenues,
albeit at lower margins. The mix of revenues within the Other solutions and services portfolio continues to evolve, and we
continue to manage the portfolio carefully benefitting from good visibility of customer intentions.

Financial review
Gresham Technologies plc
Annual Financial Report 2021 35
Earnings
2021
2020
Variance
%
Clareti Solutions
Gross margin
£m
16.6
14.3
2.3
16%
Gross margin – Electra
£m
4.9
-
N/a
N/a
Gross margin – Clareti total
£m
21.5
14.3
7.2
50%
Gross margin
%
83%
92%
(9%)
N/a
Gross margin – Electra
%
88%
-
N/a
N/a
Gross margin – Clareti total
%
84%
92%
(8%)
N/a
Other solutions &
services
Gross margin (*)
£m
3.7
3.4
0.3
9%
Gross margin (*)
%
32%
37%
(5%)
N/a
Group
Gross margin (*)
£m
25.2
17.7
7.5
42%
Gross margin (*)
%
68%
71%
(3%)
N/a
Adjusted EBITDA
KPI
£m
7.2
4.5
2.7
60%
Adjusted EBITDA
KPI
%
19%
18%
1%
N/a
Cash Adjusted EBITDA
KPI
£m
2.5
0.3
2.2
733%
Cash Adjusted EBITDA
KPI
%
7%
1%
6%
N/a
Statutory profit/(loss) after tax
£m
(1.0)
1.3
(2.3)
(177%)
Adjusted diluted EPS
KPI
pence
5.02
3.96
1.06
27%
Gross margin and reporting reclassification (*)
Across all business segments, the majority of our cost of sales is made up of: (i) the customer-specific third party costs incurred
in providing our hosted cloud solutions; (ii) third party contractor costs incurred by our contracting services business; and (iii)
In this report we have reclassified fixed-term payrolled employees that provide fixed margin contracting/recruitment services
to ANZ from operating expenses to cost of sales as we consider this a better reflection of our gross margin. The 2020
comparative has also been restated, the value of this reclassification in the current year is £2.6m (2020: £3.1m).
The acquisition of Electra has accelerated the growth of our high gross margin Clareti business, which in line with long standing
Group strategy, offsets the continued and expected decline in gross margin being generated from the legacy Other solutions
and services businesses. At a group level, including the impact of the Electra acquisition, gross margins have reduced slightly
from 71% to 68%, this is as a result of an increased usage of contractors throughout all areas of the business.
The gross margin within the existing Clareti business has reduced from 92% to 83%, this is due to an increased use of
contractors to assist with project delivery and an increasing proportion of business being hosted in one of our cloud
infrastructures. The acquired Electra business is carrying another very high gross margin of 88%. The combination of these
is driving a gross margin of 84% for 2021.
As planned and described in the revenue section above, the Other solutions and services business mix has continued to move
in balance towards the lower margin software reselling and contracting services business lines from our higher margin legacy
owned IP which remains in structural decline.
Adjusted EBITDA
Adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) is analysed excluding exceptional items,
share-based payment charges, amortisation from acquired intangible assets and impairment of development costs, which is
consistent with the way in which the Board reviews the financial results of the Group. We also consider this to be consistent
with the manner in which similar small-cap LSE (or AIM) listed companies present their results and how we understand the
global investment community assesses performance, with this particularly being the case for growth shares in which the
recurring cash performance is considered important. However, whilst we consider them consistent and appropriate, this
EBITDA measure and the cash adjusted EBITDA measure below are not necessarily directly comparable to other companies

Financial review
Gresham Technologies plc
Annual Financial Report 2021 36
as they are not strictly governed IFRS accounting measures, nor should they be considered as a substitute for, or superior to,
any IFRS measures.
Group adjusted EBITDA has improved by £2.7m or 60% since the prior year with the margin improving by 1% to 19% in 2021.
This is as a result of the existing higher margin Clareti business continuing to grow and beginning to drive improved operational
leverage as it scales along with the impact of the Electra acquisition, which offset the continued reducing margin of the Other
solutions and services business lines. Whilst we will ensure that we maximise the current market opportunity through
appropriate strategic investments, we do expect to continue to see improvements to these margins in future years.
Cash Adjusted EBITDA
Cash adjusted EBITDA, refers to adjusted EBITDA reduced by the value of capitalised development spend and any IFRS16
lease-related cash expenses classified as depreciation and interest. We consider this a good measure of cash profitability for
modern SaaS business who continue to invest in product development to ensure they remain market leading.
Group cash adjusted EBITDA has also improved since the prior year, with £2.2m of the £2.7m improvement in adjusted
EBITDA (mentioned above) dropping through to improvement cash EBITDA. The £0.5m difference between the improvements
in the two EBITDA measures is as a result of capitalised development spend and IFRS-16 lease-related cash expenses in
the acquired Electra business. This has resulted in a cash adjusted EBITDA margin of 7%, an improvement of 6% from a
margin of 1% in the prior year. Like adjusted EBITDA, we expect to see continued improvements in these margins in future
years.
Statutory profit/(loss) after tax and Adjusted diluted EPS
There has been a reduction in statutory profit after tax to a loss of £1.0m from a prior year profit of £1.3m. This reduction of
£2.3m is due to the combination of: improved adjusted operating profit of £2.2m as a result of the growth and improved
profitability of the Group; offset by; increased exceptional expenses of £1.1m (see below); increased share-based payment
charges of £0.2m; increased amortisation on acquired intangibles largely due to the Electra acquisition of £0.8m; and an
increased tax charge of £2.4m (see below).
Adjusted diluted EPS has improved by 27% to 5.02 pence per share. Adjusted earnings used in this calculation adjust the
statutory result after tax for: exceptional items; amortisation of acquired intangibles, share-based payments and the deferred
tax charge in relation to the sale of the IP acquired with Electra from the US to the UK business (see taxation below).
Exceptional items
During the year, the Group recognised exceptional costs of £1.8m, of which: (i) £1.3m were acquisition costs in relation to the
acquisition of Electra Information Systems, Inc on 22 June 2021; and (ii) £0.5m related to various integration expenses in
relation to the same acquisition. The prior year exceptional costs of £0.4m were in relation to the July 2020 acquisition of
Inforalgo and various restructuring costs upon the July 2020 expiry of the earn-out period relating to the acquisition of the B2
Group in July 2018. Offsetting the exceptional costs in the year was exceptional income of £0.3m, which occurred from
currency hedging activities taking place to fund the USD denominated Electra acquisition. There was no such exceptional
income in the prior year.
Taxation
For the year ended 31 December 2021, the Group has recorded a net tax charge of £1.4m (2020: credit of £1.0m). The
material drivers for the variance from the prior year being: an increase in overseas current tax charges of £0.5m as a result of
the increased profits from our US and Australian operations as those businesses continue to grow, with US taxes also
increasing as a result of the Electra acquisition; a one-off deferred US tax charge of £1.4m has also been incurred in the year
as a result of the Group’s long-term global tax planning, part of which included the sale of the IP acquired in the Electra
acquisition from our US business to our UK business to ensure the UK remains the centralised IP generating entrepreneur
within the Group; and the surrender of tax losses in relation to UK R&D activities being £0.3m lower than the prior year which
included the surrender of two years worth of qualifying R&D.
Cash flow
The Group’s financial position remained very strong throughout 2021, at a headline level the cash balance at the year end of
£9.1m remained fairly consistent with that of the prior year end of £8.9m, however there were a number of significant

Financial review
Gresham Technologies plc
Annual Financial Report 2021 37
movements beneath the headline balances which are described below. There continues to be no debt in the business, the
USD $15m revolving credit facility, put in place at the time of the Electra acquisition as an insurance policy to fund the
contingent consideration payments which coincide with the annual low point in cash, has not been drawn upon.
Operating cash flow excluding working capital and exceptional items has increased by £3.0m to £7.5m in the year as a result
of the improved cash EBITDA of the Group in existence prior to the Electra acquisition and the cash generative impact of the
operations of Electra post acquisition.
Operating cash outflow from exceptional items has increased by £1.4m since the prior year to £1.8m. This increase is one-off
in nature with the significant majority being advisory and integration fees in respect of the Electra acquisition.
The movement in working capital has increased by £0.7m to £1.3m at the end of the year. The increase in the movement in
working capital is as a result of the inclusion of Electra working capital in the Group balance sheet since acquisition which was
offset by a reduction relating to the unwinding of an initial three-year prepayment of £3.0m from a £1.0m per annum
subscription licence that became non-contingent in March 2019.
Net tax payments of £1.1m were made during the year (2020: net tax receipts of £0.8m). Gross tax payments were made in
the year of £1.1m (2020: £0.5m), the increase on the prior year largely as a result of increased profitability in the US and
Australia. In the prior year the Group also received gross tax receipts of £1.3m in the year as a result of research and
development activities performed during 2018 and 2019 where enhanced relief was available, an equivalent gross tax reclaim
was made during 2021 totalling £1.1m, however, this was not received from HMRC until January 2022.
The capitalised development expenditure of £4.2m has increased by £0.7m from the prior year, the vast majority of the
increase being in relation to such expenditure within the acquired Electra business.
During the year the Group paid £0.9m of contingent consideration in relation to the July 2020 Inforalgo acquisition, in the prior
year the initial consideration of £1.9m was paid. The Group is delighted to report that the contingent consideration payment
of £0.9m was paid in full shortly after the first anniversary of the acquisition as the target metrics agreed with the sellers were
met in full. Subsequent to the year end, the final contingent consideration payment of £0.4m was also paid in full during
February 2022.
The Group paid £19.6m (net of cash acquired) of initial consideration during the year to acquire Electra in June 2021. This
was funded through the capital raised of £20.2m (net of costs) in June 2021.
The Group received £0.1m upon the exercise of share options during the year (2020: £0.5m).
As was the case in the prior year, with increasing Clareti sales (now including Electra) from the growing annuity base and new
customer wins, coupled with carefully selected and controlled investments, we expect the cash-generation capacity of the
business to continue and are looking at opportunities to best utilise the excess cash generated. In order to maximise our
returns, we plan to increase levels of investment in distribution and customer success, whilst continuing to invest excess cash
efficiently in bank deposits and giving appropriate consideration to M&A opportunities.
2021
2020
Variance
%
Opening cash & cash equivalents at 1 January
£m
8.9
9.6
(0.7)
(7%)
Operating cash flow excluding exceptional items
£m
7.2
4.5
2.7
60%
Operating cash flow from exceptional items
£m
(1.5)
(0.4)
(1.1)
(275%)
Total operating cash flow excluding working capital
£m
5.7
4.1
1.6
39%
Movement in working capital
£m
1.3
0.6
0.7
117%
Cash inflow from operations
£m
7.0
4.7
2.3
49%
Net tax (payments)/receipts
£m
(1.1)
0.8
(1.9)
(239%)
Capital expenditure - development costs
£m
(4.2)
(3.5)
(0.7)
19%
Capital expenditure - other
£m
(0.1)
(0.1)
-
-
Principal paid on lease liabilities
£m
(0.6)
(0.6)
-
-
Inforalgo acquisition (net of cash acquired)
£m
(0.9)
(1.9)
1.0
51%

Financial review
Gresham Technologies plc
Annual Financial Report 2021 38
Electra acquisition (net of cash acquired)
£m
(19.6)
-
(19.6)
-
Shares issued – Electra acquisition (net of costs)
£m
20.2
-
20.2
-
Shares issued - upon option exercises
£m
0.1
0.5
(0.4)
(80%)
Dividend
£m
(0.5)
(0.5)
-
-
Other
£m
(0.1)
(0.1)
-
-
Net increase/(decrease) in cash and cash
equivalents
£m
0.2
(0.7)
0.9
129%
Closing cash & cash equivalents at 31 December
KPI
£m
9.1
8.9
0.2
2%
Consolidated statement of financial position
Intangible fixed assets have increased from £31.1m to £62.3m, largely as a result of the Electra acquisition in June 2021.
Trade receivables increased from £2.5m to £3.8m and accrued income (a contract asset) have increased from £0.4m to £1.2m
both of these increases are aligned with the proportioned increase in revenues from the Electra acquisition and associated
billing cycles.
Income tax receivable has increased from nil to £1.1m due to a timing difference in the receipt of funds from HMRC in relation
to R&D credits, in which the cash from the 2021 claim in relation to 2020 activity was received in January 2022, whereas the
cash from the equivalent claim made in 2020, in relation to 2018 and 2019 was received in December 2020.
Called up equity share capital increased by £0.7m to £4.2m and the share premium account increased by £19.6m to £23.9m.
These are both as a result of the capital raise in June 2021 that funded the Electra acquisition.
Deferred tax liabilities have increased by £5.5m to £6.8m as a result of £1.4m deferred tax charge in the year on the IP sale
from the US to the UK (see tax section), £3.8m deferred tax generated upon the acquisition of intangibles upon the Electra
acquisition (net of subsequent amortisation) and £0.4m in relation to the expected increase in future UK tax rates from 19%
to 25%.
Non-current contingent consideration has increased by £3.3m to £3.6m and current contingent consideration has increased
by £3.0m to £3.9m. Within non-current contingent consideration during the year, £3.6m was generated on the acquisition of
Electra, with the second contingent consideration payment of £0.4m in relation to the Inforalgo acquisition moving from non-
current to current contingent consideration since the prior year. Within current contingent consideration during the year £3.6m
was generated on the acquisition of Electra, the first contingent consideration payment of £0.9m was paid upon targets being
met on the first anniversary of the Inforalgo acquisition and the aforementioned £0.4m in relation to the Inforalgo acquisition
moved from non-current to current contingent consideration since the prior year.
Trade payables increased from £0.9m to £1.1m, which is largely aligned with the increased size of the combined business
subsequent to the Electra acquisition. Other payables have increased from £3.3m to £6.5m as a result of various other
payables related to the Electra acquisition, other payables in relation to regular Electra business activity (e.g. sales tax) and
an increase in the bonus provision to all employees and executives reflecting the performance against annual targets. Contract
liabilities have increased from £11.0m to £12.0m, the increase is as a result of the proportioned increase in revenues from the
Electra acquisition and associated billing cycles; offset by to the unwinding of an initial three-year prepayment of £3.0m from
a £1.0m per annum subscription licence that became non-contingent in March 2019.
Financial outlook
Management are very pleased with the financial performance for the year, particularly given that the Group entered 2021 with
a weaker pipeline than desired as a result of the COVID-10 challenges of 2020. It is a testament to the Group that we achieved
a 20% organic growth rate in Clareti ARR, bolstered to 95% including the Electra acquisition. The Group plans to at least
maintain this level of organic Clareti ARR growth going forward.
The other (non-Clareti) software portfolio continues to surpass expectations. Parts of the portfolio are in long-term decline and
since the general trend is towards the lower margin products and services, we continue to plan for a declining contribution to
Group earnings. We expect our contracting services business to remain relatively stable in 2022.

Financial review
Gresham Technologies plc
Annual Financial Report 2021 39
Overall, through continued organic growth and the Electra acquisition we have further increased levels of revenue predictability
throughout the Group. In addition to the significantly increased Clareti recurring revenue base, high levels of contracted
backlog of Clareti services for ongoing implementations and innovation services and a high portion of the non-Clareti portfolio
already is already under contract for 2022. This was the case as we entered 2020 and 2021 and is the case to an even greater
degree as we enter 2022. With this in mind, we continue to invest for growth, including the re-investment of cost synergies
generated through the scale that the combined Clareti and Electra provides the Group. This net investment will be focussed
on distribution, product and customer success, to drive revenue synergies to ensure that we are best placed to take advantage
of the significant market opportunities.
Tom Mullan
Chief Financial Officer
7 March 2022
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Gresham Technologies plc
Annual Financial Report 2021 40
The Strategic Report was approved by the Board of Directors on 7 March 2022.
On behalf of the Board
Ian Manocha Tom Mullan
Chief Executive Chief Financial Officer
7 March 2022 7 March 2022
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Chairman’s introduction to governance
Gresham Technologies plc
Annual Financial Report 2021 41
The Board is committed to upholding high standards of corporate governance throughout the Group. As part of that, the Board
acknowledges its role in setting the culture, values and ethics of the Group, and its collective responsibility in developing a
healthy corporate culture and delivering long-term success to the Group.
Specifically, the Board acknowledges its role in leading and overseeing the Group’s environmental, social and governance
(“ESG”) strategy. To this end, the Board commissioned a review of the Group’s ESG credentials in 2021 and has formulated
a high-level ESG strategy (see page 26), which will be refined and implemented over the coming months and years.
The Board’s aim is to operate as effectively as possible, in line with the governing principles of the UK Corporate Governance
Code. A description of the Group’s application of the principles set out therein for 2021 is set out in the Statement of Corporate
Governance, and I am pleased to report that the Company has complied with all relevant provisions of the Code in 2021. . A
Board effectiveness evaluation was carried out in the year with constructive input from all directors and productive outcomes.
Board discussions are conducted openly and transparently, which creates an environment for sustainable and robust debate.
In the year, the Board has constructively and proactively challenged management on Group strategies, proposals, operating
performance and key decisions, as part of its ongoing work to assess and safeguard the position and prospects of the Group.
Key risks and uncertainties affecting the business are regularly assessed and updated. The Board has completed a full,
specific review of the Group’s key risks and uncertainties (see page 31), in light of the new and emerging risks or uncertainties
arising from the Group’s strategic growth plans and the economic, political and market conditions. The Board challenges
management to ensure appropriate risk mitigation measures are in place and is planning to formalise certain aspects of risk
management and reporting in 2022.
The Board continues to engage with shareholders and welcomes ongoing dialogue throughout the year, although the formal
shareholder events such as the Annual General Meeting have been severely restricted due to COVID-19. We will continue to
engage with shareholders as effectively as possible, taking account of any necessary COVID-19 precautions.
Peter Simmonds
Non-Executive Chairman
7 March 2022
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Board of Directors
Gresham Technologies plc
Annual Financial Report 2021 42
Peter Simmonds, Non-Executive Chairman
Peter was appointed to the Board as a Non-Executive Director in August 2020 and became Non-Executive Chairman in
September 2020. Peter was previously CEO of dotDigital Group plc for eight years until his retirement in 2015, he then
remained on the board as a non-executive director until 2018. Peter has been non-executive chairman of D4T4 Solutions plc
since 2015 and, until January 2022, of Cloudcall plc. Peter is FCCA qualified and has more than 40 years of senior
management and board-level experience, principally in software, banking, insurance, finance and outsourcing. Peter is an
advocate of high standards of corporate governance, and has been deputy chair of the Quoted Companies Alliance since
2019.
Committees: Nomination (chair), Remuneration (member).
Andy Balchin, Senior Independent Non-Executive Director
Andy was appointed to the Board as a Non-Executive Director in May 2017 and became Senior Independent Non-Executive
Director in October 2020. He has over 30 years of financial experience in high-growth software companies, including
Smartstream, SeeBeyond, Documentum and Clearswift. Until December 2018, he was chief financial officer of the cyber
division of RUAG Holding AG, a major Swiss organisation. Andy is a Chartered Accountant and has experience working in a
private equity environment, in M&A and IPO transactions, as well as in external audit during his early career. As well as being
a Non-Executive Director, he also mentors a number of CFOs and prospective CFOs.
Committees: Audit (chair), Remuneration (member), Nomination (member).
Jenny Knott, Non-Executive Director
Jenny was appointed to the Board in October 2020. Jenny brings unparalleled experience from an executive career in financial
services including CEO of Standard Bank Intl, and, prior to that, senior roles at Nomura Securities and UBS, and was named
one of the top 100 influencers by Financial Technologist in 2018. Jenny is a non-executive director for Simply Health and the
British Business Bank, and a trustee for Ovarian Cancer Action. As well as a being a fellow for Be-The-Business, Jenny is an
adviser to many leaders, Fintechs and other young businesses.
Committees: Remuneration (chair), Audit (member), Nomination (member)
Ruth Wandhöfer, Non-Executive Director
Ruth was appointed to the Board in October 2020. Ruth is a Global Fintech 50 Influencer and is currently chair of the Payment
Systems Regulator Panel and a partner at Gauss Ventures, as well as holding non-executive director positions at Permanent
TSB (Ireland) and Digital Identity Net. Her prior roles have included spearheading regulatory and market strategy for treasury
and trade solutions at Citi, advising the European Banking Federation on policy making for securities services and payments
and serving as a NED of the London Stock Exchange Group.
Committees: Audit (member), Nomination (member)
Ian Manocha, Chief Executive Officer
Ian was appointed to the Board in June 2015. Ian has extensive experience in the business technology sector. He joined
Gresham from SAS where he worked for nearly 20 years, most recently as vice president of the EMEA and AP business units.
Ian has worked extensively with many of the world’s leading financial institutions and has been successful in growing
companies to significant scale through securing and delivering high-value enterprise software deals.
Tom Mullan, Chief Financial Officer
Tom joined Gresham on 1 March 2018 and was appointed to the Board on 13 March 2018. Tom is a Chartered Accountant
having trained and qualified at Ernst & Young. Prior to joining Gresham, Tom was most recently chief financial officer at
Fadata, a PE backed software business, and before that was divisional finance director for Guidewire in EMEA.

Statement of corporate governance
Gresham Technologies plc
Annual Financial Report 2021 43
This statement explains how the Company has applied the main and supporting principles of corporate governance and
describes the Company’s compliance with the provisions of the UK Corporate Governance Code, as published in July 2018
by the Financial Reporting Council and available at www.frc.org.uk. All references to the Company are in respect of the
statutory entity Gresham Technologies plc, which is the ultimate parent undertaking of the Gresham Group of companies.
Statement by the Directors on compliance with the UK Corporate Governance Code
The Company has complied with the relevant provisions set out in the UK Corporate Governance Code 2018 (the “Code”)
throughout the year.
Board leadership and company purpose
The Board recognises its role in promoting the long-term sustainable success of the Company, generating value for
shareholders and contributing to wider society, and in establishing the Company’s purpose, values and strategy. In the
performance of its duties, the Board considers the interests of stakeholders and the matters set out in section 172 of the
Companies Act 2006. Details of these matters are set out in the Strategic Report.
The Group has developed a Clareti-led strategy designed to drive profitable growth and create long-term shareholder value.
The Board considers and addresses the opportunities and risks to the success of the business through a combination of
monthly reports from management, operational, strategic and risk reviews, and key performance indicators. The Group’s
established business model and governance structures ensure that allocation of resources and investment decisions directly
support the strategic objectives.
The Board is committed to maintaining a healthy corporate culture and recognises the importance of investing in and rewarding
its workforce. As part of this, the Group has established clear values, has systems in place to promote wellbeing at work,
seeks to create an environment where individuals are fulfilled, and operates a share incentive plan that ensures our people
share in the success of the Group.
Dialogue with institutional shareholders
The Board as a whole is responsible for ensuring that a dialogue is maintained with shareholders based on the mutual
understanding of objectives.
Members of the Board meet with major shareholders on a regular basis, including presentations after the Company’s
announcement of the year-end results and at the half year.
The Board is kept informed of the views of shareholders at Board meetings following investor meetings through a report from
the Chief Executive, together with formal feedback on shareholders’ views gathered and supplied by the Company’s advisers.
The views of private and smaller shareholders, typically arising from the AGM or from direct contact with the Company, are
also communicated to the Board on a regular basis.
Mr A Balchin, the Senior Independent Non-Executive Director, and Mr P Simmonds, the Non-Executive Chairman, are
available to shareholders if they have concerns where contact through the normal channel of Chief Executive has failed to
resolve or for which such contact is inappropriate.
Constructive use of the AGM
The Board normally uses the AGM to communicate with private and institutional investors and welcomes their participation.
However, due to COVID-19 restrictions, shareholders were requested not to attend the 2021 AGM. Subject to COVID-19
precautions, the Chairman will aim to ensure that all members of the Board will be available at the forthcoming AGM, whether
it is operated as an in-person or electronic meeting.
Details of resolutions to be proposed at the AGM can be found in the Notice of the Meeting. A separate resolution is proposed
for each substantially separate issue including a separate resolution relating to the Annual Financial Report 2021.
Division of responsibilities
Board membership, roles and responsibilities

Statement of corporate governance
Gresham Technologies plc
Annual Financial Report 2021 44
The Board is currently comprised of the Non-Executive Chairman, two Executive Directors and three Non-Executive Directors,
details of which are set out on page 42. All Non-Executive Directors are considered to be independent.
The roles of Chairman and Chief Executive are distinct, set out in writing and agreed by the Board. The Chairman is
responsible for the effectiveness of the Board and ensuring communication with shareholders, and the Chief Executive is
accountable for the management of the Group.
Non-Executive Directors constructively challenge and assist in the development of strategy. They scrutinise the performance
of management in meeting agreed goals and objectives and monitor the reporting of performance.
The Senior Independent Non-Executive Director, Mr A Balchin, is available to shareholders if they have concerns which
contact through the normal channels of Chairman or Chief Executive has failed to resolve or for which such contact is
inappropriate.
The Company Secretary is Mr J Cathie, who was appointed to the role on 21 March 2014. Mr J Cathie is not a Director of the
Company. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
Operation of the Board
The Board is responsible to shareholders for the proper management of the Group.
The Board normally meets once a month and has a formal schedule of matters specifically reserved to it. Other matters are
delegated to the Executive Directors, supported by policies for reporting to the Board.
The Company Secretary is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules
and regulations are complied with and for advising the Board, through the Chairman, on corporate governance matters. The
Company maintains appropriate insurance cover in respect of legal action against the Company’s Directors and the Company
Secretary, but no cover exists in the event that the Director is found to have acted fraudulently or dishonestly.
The Non-Executive Chairman and the Non-Executive Directors are able to meet without Executives present prior to each
Board meeting. The agenda and relevant briefing papers for each Board meeting are distributed by the Company Secretary,
usually several days in advance of each Board meeting.
Where Directors have concerns which cannot be resolved about the running of the Company or a proposed action, these
concerns are recorded in Board minutes. On resignation, a Non-Executive Director is required to provide a written statement
to the Chairman for circulation to the Board if there are any such concerns.
The Board has formed certain committees, namely an audit committee, a remuneration committee and a nomination
committee, to deal with the specific aspects of the Group’s affairs. Details of the committees’ constituent members and the
roles, responsibilities and activities of each of the committees are described in more detail in the individual committee reports
commencing on page 47.
Meetings and attendance
The following table summarises the number of Board, audit committee, remuneration committee and nomination committee
meetings held during the year and the attendance record of individual Directors at those meetings.
Number of meetings attended
Board
Audit
Remuneration
Nomination
P Simmonds
12/12
-
5/5
1/1
A Balchin
11/12
3/3
4/5
1/1
J Knott
12/12
3/3
5/5
1/1
R Wandhöfer
12/12
3/3
-
1/1
I Manocha
12/12
-
-
-
T Mullan
12/12
-
-
-
Composition, succession and evaluation
Nomination committee
A report from the chair of the nomination committee is set out on page 51.

Statement of corporate governance
Gresham Technologies plc
Annual Financial Report 2021 45
Induction and training
New Directors receive a thorough and tailored induction on their appointment to the Board covering the activities of the Group
and its key business and financial risks, the terms of reference of the Board and its committees and the latest financial
information about the Group.
The Chairman ensures that Directors update their skills, knowledge and familiarity with the Group required to fulfil their roles
on the Board and committees. Ongoing training is provided as necessary and includes updates from the Company Secretary
on relevant legislative or regulatory changes. Directors may consult with the Company Secretary at any time on matters related
to their role on the Board. All Directors have access to independent professional advice at the Company’s expense where
they judge it necessary to discharge their duties.
Evaluation of the Board’s performance
The Board has undertaken a formal review encompassing the performance of the Board as a whole, its committees and each
Director. In performing these reviews, criteria that are taken into account include the ability of the Director to take the
perspective of creating shareholder value; to contribute to the development of strategy and identification of risks; to provide
clarity of direction to management; to be a source of wise counsel; to bring a broad perspective to discussions and an
understanding of key issues; to commit the time required to fulfil the role; and to listen to and respect the ideas of other
Directors and management. This review included a Board effectiveness survey, with responses collected anonymously by the
Company Secretary and compared against the results of the previous Board effectiveness survey.
The Chairman has formally reviewed the performance of the Non-Executive Directors and satisfied himself that they remain
committed to the role and their performance continues to be effective. Mr A Balchin has evaluated the performance of the
Chairman taking into account the views of other Directors and is satisfied that he remains committed to the role and his
performance continues to be effective.
Retirement and re-election
All Directors are subject to election by shareholders at the first AGM immediately following their appointment. Thereafter,
Directors are subject to annual re-election. All Non-Executive Directors are appointed for fixed terms in line with corporate
governance requirements, subject to re-election.
Audit, risk and internal control
Audit committee
A report from the chair of the audit committee is set out on page 47.
Financial reporting
The Board is responsible for presenting a balanced and understandable assessment of the Company’s position and prospects,
extending to interim reports and other price-sensitive public reports and reports to regulators as well as to information required
to be presented by statutory requirements. A statement of the Directors’ responsibilities is set out on page 69.
Management and specialists within the Group’s finance department are responsible for ensuring the appropriate maintenance
of financial records and processes that ensure all financial information is relevant, reliable, in accordance with the applicable
laws and regulations, and distributed both internally and externally in a timely manner. A review of the consolidation and
financial statements is completed by management to ensure that the financial position and results of the Group are
appropriately reported. All financial information published by the Group is subject to the approval of the audit committee.
Principal risks
A report on the principal risks and uncertainties affecting the Company is set out on page 31.
Going concern

Statement of corporate governance
Gresham Technologies plc
Annual Financial Report 2021 46
The Directors are required to report that the business is a going concern, with supporting assumptions and qualifications as
necessary. The Directors have concluded that the business is a going concern as further explained in the Directors’ Report
on page 65.
Viability statement
The Directors confirm that they have assessed the prospects of the Group over a three-year period commencing 1 January
2022 and that they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities
as they fall due for that period.
The Directors have selected a period of three years as they consider this to be a reasonable and appropriate duration on
which to make the assessment, based on the following two factors: firstly, the Group operates rolling financial projections
which extend for the current financial year and up to two subsequent financial years; and, secondly, the Directors’ evaluation
of the forward-looking order book, with Clareti software contracts typically being signed for three-year minimum contract terms,
balanced against the likely attrition rate of other, non-Clareti, revenues.
In making this statement, the Directors have considered the Group’s current position and the potential impact of the principal
risks and uncertainties described on page 31 on the Group’s business model, future performance, solvency or liquidity, taking
account of severe but reasonable scenarios and the effectiveness of any mitigating actions, and have performed stress test
analyses based on likely outcomes.
Control environment
The Group operates within a control framework developed and strengthened over a number of years and communicated as
appropriate by a series of written procedures. These lay down accounting policies and financial control procedures, in addition
to controls of a more operational nature. The key procedures that the Directors have established with a view to providing
internal control are as follows:
• the establishment of the organisational structure and the delegated responsibilities of operational management;
• the definition of authorisation limits, including matters reserved for the Board;
• regular site visits by the Executive Directors, with the results reported to Board meetings;
• the establishment of detailed operational plans and financial budgets for each financial year;
• maintenance of a risk register which is reviewed and updated at every Board meeting;
• review of regular, detailed monthly management reporting provided for every Board meeting which encompasses
both a review of operational activities and entries arising on consolidation;
• reporting and monitoring performance against budgets and rolling forecasts;
• the security of physical property and computer information; and
• detailed due diligence on all acquisitions.
Remuneration
A report from the chair of the remuneration committee is set out on page 52.

Audit committee report
Gresham Technologies plc
Annual Financial Report 2021 47
Dear shareholder
As chair of the audit committee, I am pleased to present the committee’s report for the year ended 31 December 2021. The
committee’s main role remains unchanged – to monitor the integrity of the Group’s financial reporting, to assess the
effectiveness of its internal controls and risk management processes and to ensure that our external auditor, BDO LLP,
delivers a high-quality effective audit. The audit committee membership consists of me, as chair, Ms J Knott and Ms R
Wandhöfer as members.
The Board considers that the committee has recent and relevant financial experience, including competence in accounting,
relevant to the sector in which we operate, as well as operational skills. I am satisfied that the committee has appropriately
discharged its duties in the year in accordance with its terms of reference, which are reviewed annually and are available at
www.greshamtech.com/investors.
In order for the committee to properly discharge its role, it is critical that we have the opportunity to openly discuss with
management any matter which falls within our remit and probe and challenge where necessary. The Chief Executive and the
Chief Financial Officer attend our meetings by invitation, and other senior managers (including the Director of Financial
Operations and Control) are invited to attend to provide financial, technical or business information as necessary. In addition,
our meetings relevant to audit are attended by the lead audit partner from the external auditor and other representatives. Their
attendance is important as it gives us the opportunity to seek their independent and objective views on matters which they
encounter during their audit. At least once a year, we meet separately with the external auditor to discuss matters without
executive management being present. On a more frequent basis, I meet with the Chief Financial Officer and other senior
management. This ensures any issues or concerns can be raised at an early stage and allows sufficient time to be devoted
to them at subsequent meetings. There is an open and constructive communication between the committee, management
and external auditor.
In the year, the committee specifically considered and challenged management on the impact and potential risks associated
with the financing, acquisition and integration of Electra Information Systems, Inc., ensuring a robust approach to the related
processes, including due diligence, risk management, internal controls and financial reporting. This included paying significant
attention to KPI’s and segmental reporting including alternative performance measures of the enlarged Group, ensuring that
reporting was reflective of the continued weighting of Group towards that of a subscription software business.
The committee has continued to pay special attention to the potential impact and risks to the Group arising from the COVID-
19 pandemic and Brexit. These matters are discussed in the Strategic Report on pages 13 and 31. Whilst Brexit-related risks
appear to have reduced, the committee intends to continue monitoring the risks associated with the COVID-19 situation closely
at least throughout 2022, as well as the impact of the geopolitical and economic instability caused by the deplorable actions
of the Russian and Belarusian leadership in Ukraine.
Responsibilities
Our principal role is to assist the Board in performing its responsibilities in relation to financial reporting, internal controls and
risk management and in maintaining an appropriate relationship with our external auditor. The work of the committee in
discharging its responsibilities includes:
• monitoring the integrity of the reported financial statements of the Group, and any formal announcements relating to
the Group’s financial performance, and reviewing significant financial issues and judgements contained in them
• challenging and monitoring the appropriateness, relevance and integrity the Group’s alternative performance
measures (APMs), including their selection, measurement and presentation.
• reviewing and assessing the process which management has put in place to support the Board when giving its
assurance that the Annual Financial Report 2021, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Company’s position and performance, business
model and strategy;
• reviewing the Group’s internal financial controls and reviewing the Group’s internal control and risk management
systems;
• reviewing the Group’s speak-up (whistle-blowing) arrangements;

Audit committee report
Gresham Technologies plc
Annual Financial Report 2021 48
• reviewing the need for a separate internal audit function;
• making recommendations to the Board, for it to put to shareholders for their approval in general meeting, in relation
to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms
of engagement of the external auditor;
• ensuring an appropriate relationship with the external auditor to include the reviewing and monitoring of its
independence and objectivity, and the effectiveness of the audit process, based on a sound plan to ensure it delivers
a high-quality effective audit;
• developing and implementing policy on engagement of the external auditor to supply non-audit services, taking into
account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and
• reporting to the Board, identifying any matters for which it considers that action or improvement is needed and making
recommendations as to the steps to be taken.
Significant judgements in relation to financial statements
Set out below are what the committee considers to be the most significant accounting areas which required the exercise of
judgement or a high degree of estimation during the year, together with details of how these were addressed. These are all
considered to be recurring issues.
Significant issue and explanation
Work undertaken by the committee in forming an opinion
Capitalised development costs
Development costs are accounted for in accordance with IAS 38
“Intangible Assets”, and costs that meet the qualifying criteria are
capitalised and systematically amortised over the useful economic
life of the intangible asset. Determining whether development costs
qualify for capitalisation as intangible assets requires judgement,
including estimates of the technical and commercial viability of the
asset created and its applicable useful economic life. These
estimates are continually reviewed and updated by management
based on past experience and reviews of competitor products
available in the market.
The committee has reviewed reports from management identifying
the development costs capitalised, the technical and commercial
feasibility of the product being produced and whether further costs
continue to fulfil the required IAS 38 criteria. The committee’s review
encompasses direct discussion with executive and operational
management, in addition to reviewing monthly formal reporting to the
Board on development and associated sales and implementation
activity. The treatment of development costs is an area of focus for
the external auditor, which reported its findings to us. We concluded
that management’s key assumptions, judgements, estimates and
disclosures were reasonable and appropriate.
Revenue and profit recognition
Revenue and the associated profit are recognised from sale of
software licences, rendering of services, subscriptions and
maintenance and solution sales. Whilst in most cases performance
obligations clearly follow the commercial and contractual
arrangement agreed with the customer, in some cases the revenue
streams are combined within an overall commercial arrangement.
Such bundling requires judgement to assess performance
obligations associated with each revenue stream and further
judgement as to when and how such performance obligations have
been discharged in order to recognise the associated revenue. The
estimation of the stage of completion, along with the unbundling of
multi-element solution sales, represents a risk of incorrect revenue
recognition.
The committee has reviewed management’s descriptions and status
reports on material new deals and on project work-in-progress
through the year, both through direct discussion and formal month-
end reporting to the Board. The committee has furthermore
considered management’s assessments made on percentage of
completion of material work-in-progress, and other judgements such
as bundling or unbundling of revenue streams, and the resulting
impact on revenue and profit recognition. Revenue recognition is an
area of focus for the external auditor, which reported its findings to
us. We considered whether the accounting treatment for revenue
and profit recognition was in accordance with agreed methodology,
the Group’s accounting policies and IFRS 15 “Revenue from
Contracts with Customers” and concurred with management’s
opinion that it was.
Impairment reviews
The Group is required to perform impairment reviews of goodwill
annually at the reporting date and, in addition, performs impairment
reviews of capitalised development costs to identify any intangible
assets that have a carrying value that is in excess of their
recoverable value. Determining the recoverability of an intangible
asset requires judgement in both the methodology applied and the
key variables within that methodology. Where it is determined an
The committee has considered management’s assessments of value
in use of cash-generating units of intangible assets (principally
goodwill and capitalised development costs) at the reporting date.
This included specifically considering and subsequently approving
business plans prepared by management supporting the future
performance expectations used in the calculation of the value in use.
Impairment reviews were also an area of focus for the external

Audit committee report
Gresham Technologies plc
Annual Financial Report 2021 49
intangible asset is impaired, its carrying value will be reduced to its
recoverable value with the difference recorded as an impairment
charge in the income statement.
auditor, which reported its findings to us. We considered whether the
accounting treatment performing impairment reviews was in
accordance with agreed methodology, the Group’s accounting
policies and IAS 36 “Impairment of Assets”. We concluded that
management’s key assumptions were reasonable.
Acquisition accounting and contingent consideration
In determining the fair value of intangible assets arising on
acquisition, management is required to make judgements regarding
the timing and amount of future cash flows applicable to the
businesses being acquired, discounted using an appropriate
discount rate. Such judgements are based on current budgets and
forecasts, extrapolated for an appropriate period taking into account
growth rates and expected changes to selling prices and operating
costs. Management estimates the appropriate discount rate using
pre-tax rates that reflect current market assessments of the time
value of money and the risks specific to the businesses being
acquired.
Contingent consideration relating to acquisitions is included based
on management’s estimates of the most likely outcome. Those
judgements include the forecasting of a number of different
outcomes against the performance targets and estimating a
probability and risk of each outcome before arriving at a risk
weighted value of contingent consideration.
The committee has considered management’s assessments of the
fair value of the consideration and values attributed to the assets and
liabilities acquired on acquisition as at the reporting date. This
included specifically considering and subsequently reviewing and
approving the sale and purchase agreement, assessing the estimate
of contingent consideration against business plans prepared by
management supporting the future performance expectations.
Acquisition accounting, contingent consideration and fair value
reviews were also an area of focus for the external auditor, which
reported its findings to us. The committee has concluded that the fair
values attributed to both the acquisition and contingent consideration
are in line with IFRS 3.
Risk management and internal control systems
The Board is responsible for maintaining a sound risk management and internal control system to safeguard shareholders’
investment and the Company’s assets. The Directors acknowledge their ultimate responsibility for ensuring that the Group
has in place systems of controls, financial and otherwise, and for managing risk, that are appropriate to the business
environment in which it operates and the risks to which it is exposed and for monitoring those systems.
The Board and committee have reviewed the effectiveness of the Group’s risk management and internal control systems
during the year. This review covered all material controls, including financial, operational and compliance controls, and took
into account the risks and potential impact arising from COVID-19 and Brexit.
The Group’s risk management and internal control systems are designed to manage rather than eliminate the risk of failure
of business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.
The Board continues to discuss with management further enhancements in financial and other controls commensurate with
the growth of the Group. In addition, steps are continuing to be taken to further embed internal control and risk management
processes into the operations of the business and to deal with areas of improvement which come to management’s and the
Board’s attention.
An embedded ongoing process for identifying, evaluating and managing the principal risks faced by the Group has been in
place throughout the year and is regularly reviewed by the Board. It remains in place up to the date of the approval of the
financial statements.
Speak-up (whistle-blowing) arrangements
The committee has reviewed arrangements by which staff of the Group may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or any other matters of concern and concluded that they remain appropriate.
Internal audit function
During the year, the committee considered the need for a separate internal audit function and its impact on the external audit
and concluded that, based on the size of the Group, a separate internal audit function is not necessary at this stage of the
Group’s maturity. The need for an internal audit function is reviewed at least annually.
External auditor

Audit committee report
Gresham Technologies plc
Annual Financial Report 2021 50
The committee reviews and makes recommendations with regard to the appointment of the external auditor. In making these
recommendations, the committee considers auditor effectiveness and independence, partner rotation and any other factors
which may impact the external auditor’s appointment.
As reported last year, BDO LLP was reappointed as the Company’s auditor in 2020, notwithstanding its previous ten-year
tenure, and remains the Company’s auditor for the current year. Refer to last year’s report and the Independent Auditor’s
Report on page 70 for further information.
In considering the effectiveness of the external auditor, the committee discussed and approved the scope of and the fees for
the external audit plan and reviewed the external auditor’s approach to the external audit, its assessment of the significant
risks in the Group’s financial statements and materiality levels, and its associated work. In addition, the committee considered
the commercial experience and expertise of the auditor, particularly in the Group’s industry sector; the fulfilment of the agreed
audit plan and any variations from this plan; and the robustness of the external auditor in its handling of key accounting and
audit judgements.
In relation to independence, the committee reviews and controls the manner in which non-audit services are awarded to the
external auditor on at least an annual basis. All significant non-audit work, and any work of a non-compliance consultancy
nature, commissioned from the external auditor requires audit committee approval. In the year, there were no non-audit fees
paid to the external auditor
1
(2020: nil).
The committee is satisfied with the effectiveness and independence of the external auditor.
Andy Balchin
Chair of the audit committee
7 March 2022
1
This excludes fees for the historical financial audit carried out by BDO LLP in connection with the acquisition of Electra Information Systems Inc,
which are exempt.
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Nomination committee report
Gresham Technologies plc
Annual Financial Report 2021 51
Dear shareholder
I am pleased to present the report of the nomination committee for the year ended 31 December 2021.
As Chairman of the Board, I also chair the nomination committee. All of the other Non-Executive Directors are also members
of the committee. Following the Board transitions in 2020, there were no changes to the Board and this gave the committee
the opportunity to focus on other priorities such as succession planning and diversity and inclusion.
Regarding succession planning, the nomination committee keeps under review, and takes appropriate action to ensure,
orderly succession for appointments to the Board and to senior management, so as to maintain an appropriate balance of
skills and experience within the Group and on the Board. As regards Non-Executive Directors, the committee considers,
amongst other factors, their other significant outside commitments prior to making recommendations, which is designed to
ensure that they have sufficient time to meet what is expected of them. The committee keeps any changes to these
commitments under review. The committee has not approved any external appointment where such appointment is considered
to be significant.
The Board’s policy is to ensure that all appointments are merit-based and based on objective criteria, giving all due regard to
equality of opportunity, and to promote inclusion and diversity. The Board notes that achieving diversity in the technology
sector is challenging, having regard to the available pool of individuals with the right skills, experience and talent. Given the
relatively small size of the Board and the Group, the committee does not currently set any measurable objectives for
implementing a diversity policy but it acknowledges the role of the Board in promoting diversity, including gender diversity,
throughout the Group. Currently there are two female members of the Board, representing 33% of Board membership. See
page 29 for gender balance data across the Group.
In accordance with the UK Corporate Governance Code 2018, all Directors are subject to election or annual re-election (as
the case may be). Having considered the contribution of each Director in the relatively short time that we have operated
together as a Board, it is apparent to me that each Director brings individual and specific expertise to the Board and makes a
valuable contribution to the Company’s long-term success. I have no hesitation in recommending them to shareholders.
I am satisfied that the committee has appropriately discharged its duties in the year in accordance with its terms of reference.
Terms of reference are reviewed annually and are available at www.greshamtech.com/investors.
Peter Simmonds
Chair of the nomination committee
7 March 2022

Annual statement from the chair of the remuneration committee
Gresham Technologies plc
Annual Financial Report 2021 52
Dear shareholder
I am pleased to introduce the Directors’ Remuneration Report for the year ended 31 December 2021.
The remuneration committee has met several times during the financial year to formally oversee the compensation matters
for the Company. The committee consists of me, as chair, and Mr P Simmonds and Mr A Balchin as members. All of these
meetings were attended, at the committee’s invitation, by the Executive Directors, except that they were not present in any
discussions affecting their own remuneration.
For 2021, the committee has continued to operate a remuneration structure made up of basic salary, performance-related
bonuses, share options, benefits and pensions. As in previous years, a significant proportion of executive remuneration is
based on performance, designed to align executive pay with shareholder interests.
The committee took the following key decisions in relation to the year reported:
• implemented a one-off “acquisition success” bonus in relation to the acquisition of Electra. The committee
recommended that this be awarded in stages; the first award made is to reflect the long lead-time of significant effort
invested over many years to deliver the transaction and to successfully secure the strong financial performance of
the acquired business in the critical first six months of ownership; the second, and smaller component, is to carry
forward into financial year 2022 to ensure certain success criteria are achieved relating to the retention and
integration of clients, staff and technology. Details of this “acquisition success” bonus in relation to 2021, and how it
was calculated, are set out in the following pages;
• assessed that Chief Executive and Chief Financial Officer basic pay should increase by 1.25% for the year
commencing 1 April 2021;
• determined the performance measures and targets for variable pay awards under the Annual Bonus Scheme in
respect of 2021;
• determined the performance measures and targets for calculation of matching awards under the LTIP in respect of
the three financial years 2021 – 2023;
• assessed the performance of Executive Directors for 2021 against the determined targets (which excluded the
acquisition of Electra) under the Annual Bonus Scheme. Details of performance-related pay awards in respect of
2021 and how they were calculated are set out in the following pages; and
• reviewed and approved the grant of inaugural awards under the ten-year Performance Share Plan (“PSP”) which we
introduced in December 2020 to replace the expiring 2010 discretionary Share Option Plan 2010. Awards made in
2021 under the PSP, and how they were calculated, are set out in the following pages.
As regards salary reviews in 2022, the extraordinary circumstances in today’s inflationary market mean that we have adjusted
our approach to optimise retention and fairness across roles and geographies. Previously, the system has seen individuals
receive a percentage of salary increase with the reward weighted by their individual performance rating. However, in 2022,
employees will receive a cost-of-living rise as a fixed amount, plus a performance-related increment as a percentage of salary.
This ensures that junior and lower earning members of the Group receive proportionately greater rises that our top earners.
Applying this approach, the committee has assessed that Chief Executive and Chief Financial Officer basic pay should
increase by 0.7% and 1.2% respectively, effective 1 April 2022. The average rise across the global population is expected to
be 5%.
In addition, the committee has determined performance measures and targets for variable pay awards under the Annual
Bonus Scheme for 2022 and under the LTIP in respect of the three financial years 2022 – 2024, details of which will be set
out in future reports as appropriate.
We remain committed to ensuring that executive reward incentivises positive outcomes for shareholders by reflecting strong
linkage with strategy and a fair, open and collaborative corporate culture.
I am satisfied that the committee has appropriately discharged its duties in the year in accordance with its terms of reference.
Terms of reference are reviewed annually and are available at www.greshamtech.com/investors.

Annual statement from the chair of the remuneration committee
Gresham Technologies plc
Annual Financial Report 2021 53
I encourage you to read the Directors’ Remuneration Report on the following pages.
Jenny Knott
Chair of the remuneration committee
7 March 2022
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Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 54
This report complies with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 as amended in 2019, the provisions of the UK Corporate Governance Code (2018) and the Listing Rules.
The report is in two sections:
• the Directors’ remuneration policy, as approved at the general meeting held in December 2020, which sets out the
Company’s current policy on remuneration for Executive and Non-Executive Directors; and
• the Directors’ Remuneration Report, which sets out details of how the remuneration policy was implemented for the
year ended 31 December 2021 and how the Company intends for the remuneration policy to apply for the year ended
31 December 2022. The Directors’ Remuneration Report will be put to an advisory shareholder vote at the
forthcoming AGM.
Directors’ remuneration policy
General principles
The policy for the Directors is based on the following principles, and takes into account prevailing best practice, shareholder
expectations, and the remuneration of the wider employee population:
• ensure remuneration arrangements support the Group’s business strategy;
• align interests of Directors with those of the shareholders;
• determine remuneration by reference to individual performance, experience and prevailing market conditions, with a
view to providing a package appropriate to the responsibilities involved;
• encourage behaviours which will enhance the performance of the Group and reward achievement of the Group’s
strategic and financial goals; and
• ensure that an appropriate proportion of the overall remuneration package is incentive pay, which is earned for the
delivery of stretching performance conditions.
Remuneration policy table
The table below sets out the Directors’ remuneration policy as approved by shareholders at the general meeting held on 30
December 2020. No changes to the policy are being proposed at the 2022 AGM.
Link to strategy
Operation
Framework
Base salary
Supports the recruitment and
retention of Executive
Directors of the calibre
required to deliver the Group’s
strategy.
Base salary is paid monthly
and reviewed annually, with
any increases applying from
1 April.
Base salary and reviews are assessed on both Group and individual
performance and, in the case of new Directors, their prior experience and
skills. Consideration is also given to pay increases for other employees in the
Group and to comparable pay for similar roles at similar companies. Where
appropriate, the committee will engage external remuneration consultants for
benchmarking.
Pension
Supports the recruitment and
retention of Executive
Directors of the calibre
required to deliver the Group’s
strategy.
Pension contributions are
made by the Company to a
defined contribution scheme
operated by a third party
provider.
Pension contributions are matched by the Company up to a maximum of 5%
of base salary, in line with other employees in the Group. In exceptional
circumstances, such as recruitment of new Directors, the committee has
discretion to authorise higher Company contributions up to a maximum of
10% of base salary in total.
Benefits

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 55
Link to strategy
Operation
Framework
Supports the recruitment and
retention of Executive
Directors of the calibre
required to deliver the Group’s
strategy.
Benefits principally
comprise private healthcare
and death in service
insurance.
Premiums are paid by the Company to an external broker to arrange cover, in
line with other Group employees. These benefits are standard for all Group
employees and are not assessed against performance.
Annual Bonus Scheme
Rewards and incentivises the
Executive Directors for
achievement of strategic
objectives as measured by
short-term KPIs.
The annual bonus is
calculated after the end of
the financial year based on
predetermined targets.
The annual bonus consists
of a mix of cash and
shares.
The cash element of the
bonus is paid at or around
the time of release of the
final results. The shares are
deferred for two years and
then released.
This scheme is operated
pursuant to the rules of the
Deferred Share Bonus Plan
2017.
The committee determines the relevant performance targets at the start of
each financial year. The committee also determines the annual bonus split
between cash and shares, which by default is 50:50.
Targets are set predominantly (at least 75%) in relation to financial measures,
with the balance based on non-financial objectives.
The annual bonus for performance significantly ahead of target is up to 100%
of base salary. On-target performance will result in an annual bonus of 50% of
base salary. Performance below a threshold set by the committee will result in
no bonus being paid.
The committee has final discretion in determining the value of the bonus
payment (and, where the committee deems it appropriate in the
circumstances, to adjust the mix between cash and deferred shares), based
on its assessment of performance against the set targets and as a whole.
Payments and awards are subject to malus and clawback.
The maximum annual bonus payable in respect of a year is 100% of base
salary.
Long-Term Share Incentive Plan
Rewards and incentivises the
Executive Directors for
achievement of sustained
long-term financial growth and
returns.
Matching shares are earned
on the deferred shares
awarded under the Annual
Bonus Scheme, depending
on long-term financial
performance against
predetermined targets over
the three years following
the end of the relevant
financial year.
This plan is operated
pursuant to the rules of the
Deferred Share Bonus Plan
2017.
The committee determines the threshold, on-target and stretch targets on
growth and return measures over the three subsequent financial years.
The matching award is a multiple of the deferred shares awarded under the
Annual Bonus Scheme. The multiple applied is determined according to a
reference matrix of multiples based on actual performance against growth and
return measures over that three-year period. The matrix of matching rates is
determined in advance by the committee.
The committee has final discretion in determining the matching rates and the
final award based on its assessment of performance against the set targets
and as a whole after the end of the three-year period.
Matching awards are subject to continuous employment and to malus and
clawback.
The maximum matching award multiple is 4x the number of deferred shares.
Performance Share Plan
2020
Directly aligns financial
incentives with returns to
shareholders. Financial reward
is created through the creation
of shareholder value.
The committee has
discretion to make nil-cost
awards to Executive
Directors, subject to the
plan rules, and to determine
appropriate performance
conditions.
The plan is subject to rules approved by shareholders in general meeting.
Awards will vest following the later of (i) a three-year period from the date of
grant and (ii) the date on which the committee determines that the specified
performance conditions have been satisfied. No award or any part thereof will
vest unless the Company’s share price has increased by at least 20% relative to
the share price at the date of grant. A material proportion of an award will be
linked to performance conditions directly aligned to shareholder value growth.
Awards are subject to continuous employment, post-vesting holding and malus
and clawback.
The maximum award for an individual in respect of a year is 100% of base
salary or up to 200% in exceptional circumstances.
Chairman and Non-Executive Director fees

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 56
Link to strategy
Operation
Framework
Supports the recruitment and
retention of individuals of the
calibre required to constitute
an effective Board and
contribute to the Company’s
long-term success.
Fees for Non-Executive
Directors are set by the
Board (excluding Non-
Executive Directors). Fees
are paid monthly.
A basic fee is set for normal duties, commensurate with fees paid for similar
roles in other similar companies, taking account of the time commitment,
responsibilities and committee position(s). Supplementary fees are paid for
any additional duties at fixed day rates. Non-Executive Directors are not
eligible for pensions, incentives, bonus or any similar payments other than
normal out-of-pocket expenses incurred on behalf of the business.
Compensation for loss of office is not payable to Non-Executive Directors.
Remuneration policy considerations
Selection of performance measures
The performance measures under the Annual Bonus Scheme and Long-Term Share Incentive Plan are selected to reflect the
main KPIs and strategic priorities for the Group. The performance measures under the Performance Share Plan are selected
to directly align awards with shareholder value growth and to reflect key drivers of shareholder value growth. The committee’s
policy is to set performance targets which are both challenging and achievable and that the maximum outcomes are only
available for outstanding performance.
Performance conditions applying to subsisting awards may be amended or substituted by the committee if an event occurs
(such as a change in strategy, a material acquisition or divestment of a Group business or a change in prevailing market
conditions) which causes the committee to determine that the measures are no longer appropriate and that amendment is
required in order that they achieve their original purpose.
Operation of share plans
The committee has discretion to operate the Company’s share plans in accordance with their terms, including the ability to
settle awards in cash and to adjust the terms of awards in the event of any variation of the Company’s share capital or any
demerger, delisting, special dividend or other relevant event.
Policy on Director shareholdings
For the year commencing 1 January 2019 and thereafter, the Company expects Directors, when acquiring shares under the
Annual Bonus Scheme or Long-Term Share Incentive Plan, not to dispose of more than 50% of the shares acquired until the
day on which his or her holding has a market value equal to that of his or her basic salary. Shares acquired by Directors
pursuant to the Performance Share Plan are subject to a two-year post vesting holding period during which acquired shares
may not be disposed of. Any shares that are sold to discharge the option holder’s fiscal (including tax) obligations are not
treated as having been acquired.
Post employment, the Company expects Directors not to dispose of more than 50% of any shares held as a result of being
acquired under the Annual Bonus Scheme, Long-Term Share Incentive Plan or Performance Share Plan for a period of six
months following termination of employment. Any shares disposed of during this period shall be done in co-ordination with the
Company and its brokers in order to ensure an orderly market is maintained.
Malus and clawback
No malus or clawback provisions apply for payments or awards made in respect of financial year 2018 or earlier.
For up to two years following the payment of a bonus under the Annual Bonus Scheme, the committee may require repayment
of some or all of any bonus payment (including by way of reduction in the number of deferred shares released) in
circumstances which the committee considers appropriate, including a material misstatement of accounts, an error in
assessing performance conditions, or misconduct on the part of the participant.
For up to two years after the vesting of an award under the Long-Term Share Incentive Plan and Performance Share Plan,
the committee may cancel an award or require the participant to make a payment to the Company in respect of an award in
the event of gross misconduct, fraud, malpractice, a material misstatement of results, a material breach of risk management
or other circumstances that, in the opinion of the committee, have a sufficiently significant impact on the reputation of any
Group business.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 57
Legacy arrangements
The committee reserves the right to make any remuneration payments and payments for loss of office, notwithstanding that
they are not in line with the remuneration policy, where the terms of the payment were agreed (i) before the policy came into
effect or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the committee, the
payment was not in consideration for the individual becoming a Director of the Company. For these purposes “payments”
includes the committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the
payment are “agreed” at the time the award is granted.
Recruitment
The Company’s nomination committee is responsible for leading the process for Board appointments and making
recommendations to the Board. Refer to the Nomination Committee Report for details.
Loss of office payments
There are no predetermined special provisions for Directors with regard to compensation in the event of loss of office. The
remuneration committee considers the circumstances of individual cases of early termination and only in exceptional
circumstances would the committee recommend compensation payments in excess of the Company’s contractual obligations.
Wider staff employment conditions
The remuneration committee considers pay and employment conditions of other staff members of the Group when designing
and setting executive remuneration. Underpinning all pay is an intention to be fair to all staff of the Group, taking into account
the individual’s seniority and local market practices.
Consultation with shareholders
The remuneration committee is committed to an ongoing dialogue with shareholders and seeks the views of significant
shareholders when any major changes are being made to remuneration arrangements. The committee takes into account the
views of significant shareholders when formulating and implementing the policy.
Consultation with employees
The Board and the remuneration committee did not consult with employees when formulating and implementing the policy.
Service contracts and letters of appointment
It is the Company’s policy to offer Executive Directors service contracts terminable with a maximum of twelve months’ rolling
notice from either side.
None of the Non-Executive Directors have a service contract. Appointments are for three-year terms, which may be renewed
by mutual agreement, subject always to termination by either party at any time on three months’ notice.
Remuneration scenarios
The following graphs set out an illustration of Executive Director pay for 2022. The potential reward opportunities for 2022 are
based on the remuneration policy described herein. Projected values exclude the impact of share price movement and the
payment of dividends and actual outcomes may differ from those shown. Projected values also exclude any potential
discretionary awards under the Performance Share Plan 2020.
Three different remuneration scenarios for 2022 are provided, as follows:
• the “minimum” scenario includes base salary, pension and benefits (“fixed remuneration”) which are the elements of
Executive Director pay that are not at risk;
• the “on-target” scenario includes fixed remuneration, plus an on-target bonus of 50% of base salary under the Annual
Bonus Scheme (50% cash and 50% shares) and an assumption that the Executive Directors will be awarded

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 58
matching shares three years later under the Long-Term Share Incentive Plan based on a 2x multiple of the shares
awarded under the Annual Bonus Scheme; and
• the “maximum” scenario includes fixed remuneration, plus a maximum bonus of 100% of base salary under the
Annual Bonus Scheme (50% cash and 50% shares) and an assumption that the Executive Directors will be awarded
matching shares three years later under the Long-Term Share Incentive Plan based on a 4x multiple of the shares
awarded under the Annual Bonus Scheme.
Directors’ remuneration report
Role of the remuneration committee
The remuneration committee’s key role is to determine and operate a remuneration policy that supports the Company’s
strategy and promotes long-term sustainable success and aligns the interests of Directors and Senior Executives with those
of shareholders.
The committee’s primary responsibilities include:
• setting remuneration incentives to attract, retain and motive Senior Executives and other key employees of the quality
required to run the Company successfully and support its strategy and its long-term success, without paying more
than is necessary;
• approving the total individual remuneration package of each Executive Director;
• reviewing and setting performance targets for incentive plans including annual bonus and long-term share plans;
• determining remuneration outcomes in relation to performance-related pay; and
• reviewing and approving equity awards under the Performance Share Plan.
Details of the committee’s operation, roles and responsibilities are set out in terms of reference, which are available on the
Company’s website.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 59
Salary increases in 2021
Mr I Manocha and Mr T Mullan received a base salary increase of 1.25% in 2021. The average increase across Group
employees in 2021 was 2%. There is no link between base salary and the Company’s share price.
Variable pay in 2021
The variable element of Director pay in 2021 comprises a performance-based bonus under the Annual Bonus Scheme, an
equity award under the Long-Term Share Incentive Plan and an equity award under the Performance Share Plan. In addition,
Directors holding share options under the now-expired Share Option Plan 2010 (see page 61 for details) are included in this
section as they are considered to constitute variable pay until such time as the options are exercised (subject to vesting).
Performance-based bonus under the Annual Bonus Scheme
The annual bonus awards in respect of 2021 for Executive Directors are set out in the table below. These awards have been
initially assessed by the committee by reference to predetermined annual performance targets linked to Group objectives and
individual performance objectives.
Measure
Weighting
Attainment (CEO)
Attainment (CFO)
Clareti ARR
30%
94%
94%
Group revenue
15%
110%
110%
Clareti cash EBITDA
15%
105%
105%
Group adjusted EBITDA
15%
118%
118%
Personal objectives
25%
84%
86%
Bonus Outcome (% of base)
49.6%
49.8%
Bonus Payment (£)
£135,057
£83,173
One-off discretionary bonus relating to the Electra acquisition
In light of the successful and highly strategic acquisition of Electra in the year, the remuneration committee considered that it
was appropriate to exceptionally award a one-off bonus to Executive Directors and a small number of other senior employees
of the Company who were instrumental to the success of the acquisition (and the associated fundraise) and financial
performance in the period from acquisition until year end. In making this determination, the committee recognised the
importance of exercising pay restraint whilst also providing fair reward for the exceptional progress towards strategic and
financial goals delivered by the acquisition. Details of the one-off discretionary bonus in 2021 to Executive Directors are set
out in the table below.
Measure
CEO
CFO
Electra acquisition and fundraise
100,000
25,000
Electra FY21 financial performance
30,000
28,000
Total
130,000
53,000
In 2022, the remuneration committee intends to award an exceptional bonus to Executive Directors and a small number of
other employees based on and subject to successful achievement of certain key integration deliverables. Details of any such
awards in 2022 to Executive Directors will be disclosed in next year’s report.
Equity awards under the Long-Term Share Incentive Plan
Awards were made under the Long-Term Share Incentive Plan in 2021 in respect of performance in financial year 2020,
details of which are set out on page 60. Awards were granted in accordance with the rules of the plan and the remuneration
policy.
Equity awards under the Performance Share Plan

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 60
Awards were made under Performance Share Plan in 2021. These were the first awards under this plan, which was adopted
by shareholders in December 2020. Details of the awards are set out on page 61. Awards were granted in accordance with
the rules of the plan and the remuneration policy.
Single figure for total remuneration (audited information)
The following table sets out the single figure for total remuneration for Directors for the financial years ended 31 December
2021 and 2020:
31 December 2021
Base salary /
fees
Benefits in
kind
Performance
-related cash
bonus
Discretionary
bonus relating
to acquisition
Pension
IFRS 2 share-
based payment
charge
Performance
-related
share bonus
Total
2021
£
£
£
£
£
£
£
£
Executive Directors
I Manocha
271,717
1,887
67,529
130,000
13,574
64,813
67,528
617,048
T Mullan
166,595
3,103
41,587
53,000
8,317
51,367
41,586
365,555
Non-Executive Directors
P Simmonds
80,000
-
-
-
-
-
-
80,000
A Balchin
45,000
-
-
-
-
-
-
45,000
J Knott
45,000
-
-
-
-
-
-
45,000
R Wandhöfer
40,000
-
-
-
-
-
-
40,000
648,312
4,990
109,116
183,000
(1)
21,891
116,180
109,114
1,192,603
(1)
Paid 100% in cash bonus.
(2)
Included within total remuneration are fixed payments of £675,193 and variable payments of £517,410.
31 December 2020
Base salary /
fees
Benefits in
kind
Performance
-related
bonus
Discretionary
bonus relating
to acquisition
Pension
IFRS 2 share-
based payment
charge
Performance
-related
share bonus
Total
2020
£
£
£
£
£
£
£
£
Executive Directors
I Manocha
267,114
2,327
55,899
-
13,350
25,789
55,898
420,377
T Mullan
163,850
2,840
34,226
-
8,180
42,506
34,226
285,828
Non-Executive Directors
P Simmonds (appointed 1 Aug 2020)
33,333
-
-
-
-
-
-
33,333
A Balchin
41,102
-
-
-
-
-
-
41,102
J Knott (appointed 12 Oct 2020)
10,096
-
-
-
-
-
-
10,096
R Wandhöfer (appointed 12 Oct 2020)
8,974
-
-
-
-
-
-
8,974
K Archer (resigned 30 Sept 2020)
60,000
-
-
-
-
-
-
60,000
I Joss (resigned 31 Oct 2020)
33,333
-
-
-
-
-
-
33,333
617,802
5,167
90,125
-
21,530
68,295
90,124
893,043
(1)
Included within total remuneration are fixed payments of £644,499 and variable payments of £248,544.
IFRS 2 share-based payment charges referred to in the table above are accounting charges that are calculated in accordance
with applicable accounting rules as set out in note 23 of the Group financial statements. These charges do not represent cash
payments. Benefits in kind include provision of private healthcare and death-in-service insurance.
Interests in options and conditional share awards (audited information)
The Group operated the Long-Term Share Incentive Plan and the Performance Share Plan (as shown in the remuneration
policy) during the year, as well as the Share Option Plan 2010 (which is closed for new awards). The interests of the Directors
under those plans at the start and end of the year are as set out in the tables below. The interests of the Directors to subscribe
for or acquire ordinary shares have not changed since the year end. Further details concerning the plans, including vesting
conditions, can be found in note 22 of the Group financial statements.
Long-Term Share Incentive Plan
The following table sets out the outstanding awards to Directors pursuant to the Long-Term Share Incentive Plan. Vesting is
subject to performance and retention conditions in accordance with the rules of the plan. No awards are made to Non-
Executive Directors.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 61
Awards at 1
January
2021
Granted
Cancelled
Exercised
Awards at
31
December
2021
Date of
grant
Exercise
price
Date first
exercisable
Expiry date
Executive Directors
I Manocha
(1) (2)
104,008
-
-
-
104,008
20.03.20
nil
20.03.23
20.03.30
I Manocha
(1) (2)
-
137,937
-
-
137,937
31.03.21
nil
31.03.24
31.03.31
T Mullan
(1) (2)
67,532
-
-
-
67,532
20.03.20
nil
20.03.23
20.03.30
T Mullan
(1) (2)
-
84,456
-
-
84,456
31.03.21
nil
31.03.24
31.03.31
171,540
222,393
-
-
393,933
(1)
Options over which the Director has agreed to pay any employer’s National Insurance arising from the exercise of the options.
(2)
Yet to vest.
Performance Share Plan 2020
The following table sets out the number of outstanding awards granted to Directors pursuant to the Performance Share Plan
2020. Vesting is subject to performance conditions in accordance with the rules of the plan. There are no outstanding awards
to Non-Executive Directors.
Awards at 1
January
2021
Granted
Cancelled
Exercised
Awards at
31
December
2021
Date of
grant
Exercise
price
Date first
exercisable
Expiry date
Executive Directors
I Manocha
(1) (2) (3)
-
203,000
-
-
203,000
21.10.21
nil
21.10.24
21.10.31
T Mullan
(3)
-
75,000
-
-
75,000
21.10.21
nil
21.10.24
21.10.31
-
278,000
-
-
278,000
(1)
Awards over which the Director has agreed to pay any employer’s National Insurance arising upon vesting.
(2)
The share award includes a base award of 135,000 shares and an additional potential award of up to 68,000 shares in the event of exceptional performance.
(3)
Yet to vest.
Share Option Plan 2010
The following table sets out the number of outstanding options granted to Directors pursuant to the Share Option Plan 2010.
Vesting is subject to performance conditions in accordance with the rules of the plan. There are no outstanding awards to
Non-Executive Directors.
Options at 1
January
2021
Granted
Cancelled
Exercised
Options at
31
December
2021
Date of
grant
Exercise
price
Date first
exercisable
Expiry date
Executive Directors
I Manocha
(1) (2)
1,500,000
-
-
-
1,500,000
01.06.15
111p
01.06.18
01.06.25
T Mullan
(2)
200,000
-
-
-
200,000
14.03.18
227p
14.03.21
14.03.28
T Mullan
(3)
100,000
-
-
-
100,000
28.03.19
97p
28.03.22
28.03.29
1,800,000
-
-
-
1,800,000
(1)
Options over which the Director has agreed to pay any employer’s National Insurance arising from the exercise of the options.
(2)
Vested.
(3)
Yet to vest.
Payments for loss of office (audited information)
No payments for loss of office were made during the year ended 31 December 2021 (2020: £nil).
Percentage change in CEO remuneration
The table below sets out the increase in the total remuneration of the CEO and our staff (excluding promotions where relevant)
in 2021. The comparative is all staff (around 150 people) because this group is considered to be the most relevant, due to the
structure of total remuneration.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 62
Change in base
salary (effective
April 2021)
2021 bonus
payment (% of
base salary)
CEO (I Manocha)
1.25%
97.5%
All staff
2%
10%
Relative importance of spend on pay
The chart below shows the total Directors remuneration compared to total employee pay cost and profit before tax (for
continuing operations and before exceptional items but including distributions) for the five years ended 31 December 2021.
There were no share buy backs in the year.
Comparison of Company performance
The graph below shows the Company’s performance, as measured by total shareholder return, for each of the last six financial
years in terms of the change in value (with dividends reinvested) of an initial investment of £100 on 31 December 2010 in a
holding of the Company’s shares against the corresponding total shareholder return in a hypothetical holding of shares in the
FTSE TechMark All-Share Index. The FTSE TechMark All-Share Index was selected as it represents a broad equity market
index in which the Company is a constituent member.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 63
Change in CEO pay
The graph below shows the single total figure of remuneration for the role of CEO for the current and previous seven years.
The graph above is derived from the data in the following table:
2016
2017
2018
2019
2020
2021
I Manocha
Base salary
250,000
254,000
259,840
261,245
267,114
271,717
Benefits in kind
1,983
1,491
2,882
2,223
2,327
1,887
Bonus
-
20,400
-
59,806
111,797
265,057
Pension
12,500
12,765
12,980
33,056
13,350
13,574
IFRS 2 share-based payment charges
75,441
220,233
73,744
-
25,789
64,813
Total
339,924
508,889
349,445
356,330
420,377
617,048
Service contracts
Mr I Manocha has a service agreement dated 15 February 2015, which is terminable by twelve months’ rolling notice from
either side. Mr T Mullan’s service agreement is dated 5 February 2018 and is terminable by six months’ rolling notice from
either side.

Remuneration report
Gresham Technologies plc
Annual Financial Report 2021 64
Each of the Non-Executive Directors has a letter of appointment. Appointments are for three-year terms, which may be
renewed by mutual agreement, subject always to termination by either party at any time on three months’ notice.
All Director service contracts and letters of appointment are available for inspection by shareholders at the Company’s
registered office, Aldermary House, 10–15 Queen Street, London EC4N 1TX.
Remuneration resolutions at the last AGM
At the last AGM, held on 10 May 2021, the following resolution was moved:
Resolution
For
(1)
Against
Withheld
Remuneration Report
95.26%
4.74%
0.00%
(1)
Includes votes giving the Chairman discretion.
External advisers
The committee seeks professional advice where it considers it appropriate to do so. In the year, the Group continued to
engage Grant Thornton on the implementation of the new Performance Share Plan 2020 with total fees paid in the year of
£7,000 (2020: £24,000).
Jenny Knott
Chair of the remuneration committee
7 March 2022
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Directors’ report
Gresham Technologies plc
Annual Financial Report 2021 65
Registered number 01072032
The Directors present their report and the Group financial statements for the year ended 31 December 2021.
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are
set out within the Strategic Report. Disclosures in respect of principal risks and uncertainties, people (including employees
and disabled employees), global greenhouse gas emissions and product development (incorporating research and
development activities) are included within the Strategic Report under section 414(c) of the Companies Act 2006. In addition,
note 21 to the financial statements includes: the Group’s objectives; policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments and, if any, hedging activities; and its exposures to
credit risk and liquidity risk. The Statement of Corporate Governance beginning on page 43 forms part of the Directors’ Report.
Directors and officers
The Directors who served on the Board during the year are set out on page 42. Mr J Cathie served as Company Secretary
throughout the year.
Results and dividends
The Group’s loss for the year, after taxation, attributable to equity shareholders amounted to £1,012,000 (2020: profit
£1,261,000. A final dividend of 0.75 pence per ordinary share (2020: 0.75 pence) has been recommended by the Directors.
There has been no interim dividend (2020: £nil).
If approved by the passing of a resolution at the forthcoming Annual General Meeting, it is intended to pay the final dividend
on 19 May 2022 to all shareholders on the register at close of business on 22 April 2022. The ex-dividend date will be 21 April
2022.
The profit for the year has been transferred to reserves.
Going concern and viability statement
The Group has sufficient financial resources together with good relationships with a number of customers and suppliers across
different geographic areas and industries. The Group has access to a strong underlying cash flow arising from long-
established maintenance businesses with long-standing blue-chip customers and strong growth prospects being realised with
its flagship solution, CTC, and its other Clareti solutions.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for a period of at least twelve months from the date of approval of the financial
statements. For this reason, they continue to adopt the going concern basis in preparing the Annual Financial Report 2021.
Refer to page 46 for the viability statement required pursuant to Provision C2.2 of the Code.
Post balance sheet events
Events after the reporting date are set out in note 28 to the financial statements.
Significant relationships
In 2021, the Group had one customer relationship considered to be individually significant to the Group. This relates to APAC
operations and generates a mix of revenues from Clareti Solutions and Other Solutions, including strategic non-recurring
revenues. Revenues from this customer relationship individually exceeded 10% of the Group’s revenue in 2021. In the opinion
of the Directors, the Group does not have any other individually significant relationships.
Fostering relationships with stakeholders
Refer to page 24 for details of the Company’s engagement with stakeholders.
Directors and their interests

Directors’ report
Gresham Technologies plc
Annual Financial Report 2021 66
The Directors at 31 December 2021 and their connected persons’ interests in the share capital of the Company (all beneficially
held, other than with respect to options to acquire ordinary shares which are detailed in the analysis of options included in the
Directors’ Remuneration Report) are as follows:
Ordinary shares of 5 pence each
31 Dec 2021
1 Jan 2021
P Simmonds
92,500
30,000
A Balchin
17,608
8,233
J Knott
31,250
-
R Wandhöfer
19,653
13,403
I Manocha
113,034
88,685
T Mullan
34,063
19,826
There have been no further changes in the Directors’ interests disclosed above from 31 December 2021 to 4 March 2022.
Directors’ liabilities
The Company has granted an indemnity to one or more of its Directors against liability in respect of proceedings brought by
third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third party indemnity
provision remains in force as at the date of approving the Directors’ Report. Directors’ and officers’ liability insurance with an
indemnity limit of £10m has been purchased in order to minimise the potential impact of proceedings against Directors.
Major interests in shares
The Company has been notified, either directly or in response to a section 793 request made on its behalf, of the following
interests representing 3% or more of the issued ordinary share capital of the Company as at 25 February 2022:
Ordinary shares
of 5 pence each
Percentage
held (%)
Kestrel Investment Partners
16,084,580
19.29
Tellworth Investments
8,305,526
9.96
Canaccord Genuity Wealth Management
7,528,288
9.03
Schroder Investment Management
7,098,000
8.51
JO Hambro Capital Management
5,593,250
6.71
Amati Global Investors
4,512,500
5.41
Herald Investment Management
3,471,274
4.16
Mrs M A Green
3,073,290
3.69
Jupiter Asset Management
3,036,000
3.64
EFG Harris Allday
2,578,005
3.09
Political donations
No donations were made in 2021 or 2020.
Social and community
No social or community review has been performed for 2021 or 2020.
Special business at the Annual General Meeting
The special business to be conducted at the AGM includes:
• the Directors’ authority to allot shares and the partial disapplication of pre-emption rights. Resolutions will be
proposed to renew the authorities given to the Directors to allot and grant rights over the unissued share capital up
to a maximum nominal amount of £1,389,407 representing one-third of the issued ordinary share capital as at 4
March 2022 and to allot and grant rights over shares for cash up to a maximum nominal amount of £208,411,
representing 5% of the issued ordinary share capital as at 4 March 2022, without first making a pro rata offer to all
existing shareholders;

Directors’ report
Gresham Technologies plc
Annual Financial Report 2021 67
• the renewal of the authority of the Company to make market purchases of its own ordinary shares. The Company’s
authority will be limited to 8,336,446 ordinary shares which represents 10% of the issued ordinary share capital of
the Company as at 4 March 2022; and
• the authority to call meetings (other than Annual General Meetings) on not less than 14 clear days’ notice.
In the opinion of the Directors, the passing of these resolutions is in the best interests of the shareholders.
Additional information for shareholders
At 31 December 2021, the Company’s issued share capital comprised:
Number
Nominal
value
£
% of total
share capital
Ordinary shares of 5 pence each
83,364,458
4,168,223
100%
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities
and for voting rights.
During the year ended 31 December 2021, certain share options granted under the Share Option Scheme 2010 were
exercised and as a result the Company issued 83,000 ordinary shares (2020: 1,900,000), such shares ranking pari passu with
ordinary shares then in issue.
In June 2021, the Company issued 13,125,000 ordinary shares at a price of 160 pence (ranking pari passu with existing
shares in issue) in connection with the acquisition of Electra.
See note 22 of the Group financial statements for further details.
Ordinary shares
On a poll, every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held;
on a show of hands at a general meeting of the Company, every holder of ordinary shares present in person and entitled to
vote shall have one vote. The notice of the general meeting specifies deadlines for exercising voting rights either by proxy
notice or present in person or by proxy in relation to resolutions to be passed at general meeting. All proxy votes are counted
and the numbers for, against or withheld in relation to each resolution are announced at the Annual General Meeting and
published on the Group’s website after the meeting.
There are no restrictions on the transfer of ordinary shares in the Company other than certain restrictions that may from time
to time be imposed by laws and regulations (for example, insider trading laws and market requirements relating to close
periods).
The Company’s Articles of Association may only be amended by a special resolution at a general meeting of the shareholders.
Directors are reappointed by ordinary resolution at a general meeting of the shareholders. The Board may appoint a Director
but anyone so appointed must be elected by an ordinary resolution at the next Annual General Meeting. Any Director who has
held office for more than three years since their last appointment by shareholders at a general meeting must offer themselves
up for re-election at the following Annual General Meeting.
Significant interests
Directors’ interests in the share capital of the Company are shown in the table on page 66. Major interests (being those greater
than 3%) of which the Company has been notified are shown on page 66.
Change of control
In the event of a change of control of the Company, employee share options granted under the Share Option Scheme 2010,
the Deferred Share Bonus Plan 2017 and the Performance Share Plan 2020 will either accelerate vesting, will be rolled over
to the acquiring company’s shares or will lapse, depending on the circumstances of the change. Further details are provided
in note 23 to the Group financial statements.

Directors’ report
Gresham Technologies plc
Annual Financial Report 2021 68
There are no agreements between the Group and its Directors or employees providing for compensation for loss of office or
employment (whether through resignation, purported redundancy or otherwise) because of a takeover bid.
Power of Directors to issue or buy back shares
The Directors’ existing authorities to allot and grant rights over the unissued share capital, to allot and grant rights over the
unissued share capital for cash without first making a pro rata offer to all existing shareholders and to make market purchases
of shares in the issued share capital of the Company are due to expire at the upcoming AGM. Resolutions will be put to
shareholders at the upcoming AGM of the Company to renew previous authorities granted.
Information to be included in the Annual Financial Report 2021
As part of our requirements under the FCA Listing Rules (“LR”), the information required to be disclosed by LR 9.8.4 R can
be found in the following locations in this Annual Financial Report 2021:
LR 9.8.4 R
Topic
Location
(1)
Interest capitalised
Not applicable
(2)
Publication of unaudited financial information
Not applicable
(4)
Details of long-term incentive schemes
Not applicable
(5)
Waiver of emoluments by a director
Not applicable
(6)
Waiver of future emoluments by a director
Not applicable
(7)
Non-pre-emptive issues of equity for cash
Page 122
(8)
Item (7) in relation to major subsidiary undertakings
Not applicable
(9)
Parent participation in a placing by a listed subsidiary
Not applicable
(10)
Contracts of significance
Page 65
(11)
Provision of services by a controlling shareholder
Not applicable
(12)
Shareholder waivers of dividends
Not applicable
(13)
Shareholder waivers of future dividends
Not applicable
(14)
Agreements with controlling shareholders
Not applicable
All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report.
Auditor
A resolution to reappoint BDO LLP as the Group’s auditor will be put to the forthcoming Annual General Meeting.
Directors’ statement as to disclosure of information to the auditor
The Directors who were members of the Board at the time of approving the Directors’ Report are listed on page 42. Having
made enquiries of fellow Directors and of the Group’s auditor, each of these Directors confirms that:
• to the best of each Director’s knowledge and belief, there is no information (that is, information needed by the Group’s
auditor in connection with preparing its report) of which the Group’s auditor is unaware; and
• each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of relevant
audit information and to establish that the Group’s auditor is aware of that information.
By order of the Board
Jonathan Cathie
Company Secretary
7 March 2022
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Statement of directors’ responsibilities
Gresham Technologies plc
Annual Financial Report 2021 69
Directors’ responsibilities
The Directors are responsible for preparing the Annual Financial Report 2021 in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors are
required to prepare the Group financial statements in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006 and in accordance with international financial reporting standards s issued by
the International Accounting Standards Board (ASB) and have elected to prepare the Company financial statements in
accordance with Financial Reporting Standard 100 “Application of Financial Reporting Requirements” and Financial Reporting
Standard 101 “Reduced Disclosure Framework” and applicable law. Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company
and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any
material departures disclosed and explained in the financial statements; and
• prepare a Strategic Report, Directors’ Report and Directors’ Remuneration Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies Act 2006 and, as regards the Group financial statements,
Article 4 of the International Accounting Standards (“IAS”) Regulation. 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 Directors are responsible for ensuring that the Annual Financial Report 2021, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Group’s position and performance,
business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Financial Report 2021 is made available on a website. Financial
statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR 4
The Directors confirm to the best of their knowledge:
• the Group financial statements have been prepared in accordance with IFRSs in accordance with IFRS as issued by
IASB and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Group; and
• the Annual Financial Report 2021 includes a fair review of the development and performance of the business and
the financial position of the Group and the Parent Company, together with a description of the principal risks and
uncertainties that they face.
On behalf of the Board
Ian Manocha
Chief Executive
7 March 2022
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Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 70
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as
at 31 December 2021 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting
standards;
• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Gresham Technologies Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2021 which comprise the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of
Changes in Equity, the Consolidated Statement of Cashflow, notes to the Consolidated financial statements, the Company
Balance Sheet, the Company Statement of Changes in Equity and the notes to the financial statements, including a summary
of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group
financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework
that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 3 to the Group financial statements, the Group in addition to complying with its legal obligation to apply
UK adopted international accounting standards, has also applied IFRSs as issued by the International Accounting Standards
Board (IASB).
In our opinion the Group financial statements give a true and fair view of the consolidated financial position of the Group as
at 31 December 2021 and of its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with IFRSs as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were reappointed by the directors on 14 December 2021 to audit
the financial statements for the year ending 31 December 2021 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and reappointments is 12 years, covering the years ending 31 December 2010
to 31 December 2021. We remain independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Assessed the Directors’ method including the relevance and reliability of underlying data used to make the
assessment, and whether assumptions and changes to assumptions from prior years are appropriate and consistent

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 71
with each other. Our work included stress testing the revenue growth assumptions downwards within the Groups
forecasts, and concluded that such assumptions were remote.
• Reviewing the Directors’ plans for future actions in relation to the going concern assessment including whether such
plans are feasible in the circumstances.
• Assessing the appropriateness of the Directors’ stress-testing of the forecasts to the extent of reasonable worst-case
scenarios comparing to our own sensitivity analysis performed also considering the likelihood of these scenarios
occurring.
• Reviewing the adequacy and appropriateness of disclosures in the financial statements relative to the going concern
assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
Overview
Direct coverage by the
group engagement team
100% (2020: 100%) of Group revenue
84% (2020: 84%) of Group total assets
Key audit matters
2021
2020
Development Costs
P
P
Goodwill and intangible asset impairment risk
P
P
Revenue recognition
P
P
Acquisition of Electra Information Systems Inc
P
O
Acquisition of Inforalgo Information Technology Limited*
O
P
* The Acquisition of Inforalgo Information Technology
Limited was a once off event occurring in the prior year
and therefore no longer a key audit matter.
Materiality
Group financial statements as a whole
£277,000 (2020: £180,000) based on 0.75% (2020: 0.75%) of revenue.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk
of management override of internal controls, including assessing whether there was evidence of bias by the Directors that
may have represented a risk of material misstatement.
The Group engagement team performed full scope audits of the significant components in the UK, comprising 52% of group
revenue and 90% of group total assets. The audit of the Asia Pacific region significant component, comprising 48% of group
revenue and 10% of group total assets, was performed by a BDO member firm in Australia.
In respect of insignificant components, the Group engagement team, carried out specific procedures in respect of the revenue
and profit recognition key audit matter as noted in the key audit matters section of this report.
Our involvement with component auditors

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 72
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude
whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements
as a whole. Our involvement with component auditors included the following:
• The issuance of instructions that included materiality and detailed procedures to be performed on the significant risks
of material misstatement;
• Further involvement in directing the audit strategy through remote meetings and a review of the component auditor’s
planning;
• Supervision of the audit process that included regular communication with the component auditor and a remote
review of their audit files; and
• Attending an audit close meeting.
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 and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team. 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 the scope of our audit addressed the key audit
matter
Development Costs
Refer the accounting
policies on page 87, and
significant estimates and
judgements on page 85.
During the year, developments
costs of £4,105k (2020: £3,561k)
have been capitalised.
Development costs are
recognised as an intangible asset
if specific capitalisation criteria as
set out in the applicable
accounting standards have been
met. Judgement is required in
determining whether the
capitalisation criteria has been
met and the allocation of the
development costs to particular
Clareti Control and Clareti
Connect products.
There is also a risk that
development costs may be
maintenance by nature or
supersede costs previously
capitalised.
Due to the level of judgement,
there is considered to be an
inherent risk of management
override of controls.
We evaluated the Group’s accounting policy in this
area to ensure that their recognition and
measurement principles were in accordance with the
applicable accounting standards.
We agreed a sample of capitalised costs to underlying
supporting documentation This included obtaining
time records to corroborate the allocation of cost
between products and inspecting employee contracts
to check that their stated job roles support their
involvement in development activities. We also
recalculated the on-costs and overheads capitalised
with reference to source data and checked that the
five criteria for capitalisation, as required by the
applicable accounting standard, had been met and
that the costs were not maintenance by nature.
The testing included gaining an understanding of the
projects from the development team, as well as
obtaining evidence of future economic benefits such
as customer contracts and pipeline opportunities. We
also assessed assumptions such as the level of non-
productive time inherent in the development of each
product based on factors including the product’s stage
of maturity.
Furthermore, we specifically reviewed the nature of
costs capitalised as enhancements to software
available for sale; checked that the enhancements did
not supersede existing development costs; and
determined whether such enhancements met each of
the five criteria for capitalisation under the applicable
accounting standard. This included discussions with
the Group’s software developers to understand the

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 73
roadmap for software products to which the
development costs relate, and specifically where
enhancements were made to existing products.
In respect of enhancements to established software,
we assessed the nature of the new releases - and
resultant sales opportunities - to determine whether
there was evidence of superseding previous
development effort.
Key observations:
Based on the audit work performed we consider that
development costs have been capitalised
appropriately and in accordance with the Group’s
accounting policy.
Goodwill and intangible
asset impairment risk
As detailed in the
accounting policies on
page 87, and significant
estimates and judgements
on page 85.
Goodwill, capitalised costs during
development and other intangible
assets are tested for impairment
at least annually through
comparing the recoverable
amount of the cash-generating
unit, based on a value-in-use
calculation, to the carrying value.
Furthermore, once available for
use, capitalised development
costs are tested for impairment
where an indicator of impairment
arises.
There is considered to be a
significant risk due to the level of
judgement involved relating to
forecasted growth of annual
recurring revenues and
associated margins, the
opportunity for management bias
within the impairment model
assumptions and impairment
indicators for particular intangible
assets not being identified.
We performed a review of the Group’s goodwill,
development costs and other intangible assets and
examined for indicators of impairment.
We assessed the impairment reviews prepared by
management, specifically the integrity of
management’s value-in-use model and, with the
assistance of our internal valuation experts, we
challenged the key inputs - being forecast growth rates,
operating cash flows and the discount rate.
Our procedures for the review of operating cash flows
and forecast growth rates included, comparing the
forecast to recent financial performance and budgets
approved by the Board. We also ensured the forecasts
were consistent with those used in the Group’s going
concern assumptions. We used market data to
independently calculate a discount rate and compared
to that used by management.
We also performed a sensitivity analysis on the key
valuation inputs.
Key observations:
Based on the procedures performed, we did not
identify any matters to indicate that the judgement
made by management in their impairment
assessment was inappropriate.
Revenue recognition
As detailed in the
accounting policies on
page 87.
The Group earns revenue from
the sale of software licenses,
rendering of services,
subscriptions and maintenance
and solution sales.
Management exercises judgement
in their assessment of the stage of
completion of service contracts
and the unbundling of multi-
We reviewed the revenue recognition principles
applied to significant new contracts written and
performed during the year and ensured that the
revenue recognition policies were in accordance with
the applicable accounting standards and the Group’s
accounting policy.
In particular, we checked a sample of solution sales
and assessed the appropriateness of unbundling
contract revenue into separate performance

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 74
element solution sales, with
reference to the estimated
standalone selling prices of the
deemed performance obligations,
both of which determine the
recognition of revenue and
therefore presents a revenue
recognition existence risk.
In line with the requirements of
applicable accounting standards
Management continue to exercise
judgement in determining whether
performance obligations of
solution sales, such as software
licences and support and
maintenance contracts, are
considered distinct; the level of
consideration to be allocated to
the performance obligations
based on standalone selling
prices; and whether the revenue
in respect of the performance
obligations is recognised at a
point in time or overtime.
Revenue and profit recognition is
considered a significant risk due
to the manual adjustments
required in order to appropriately
recognise the distinct performance
obligations within revenue
contracts, which can involve
management judgement.
obligations along with any judgements in the
allocation of the consideration across the
performance obligations based on estimated
standalone selling prices. We assessed the
unbundling judgement through benchmarking with
reference to historic contracts executed by the Group
and external sources in relation to the sector.
For the licence revenue element of new contracts
executed in close proximity to the year end, we
obtained evidence that the software had been
delivered to the customer prior to the end of the
financial year with the licence fee being recognised up
front on installation. For the licence element we
agreed a sample of sales and, where relevant,
underlying time costs to supporting contracts and
other documentation, including user acceptance
evidence, statements of works and time records.
For fixed price service contracts, we assessed
managements judgement applied in determining the
estimated hours, stage of completion and projected
project losses to underlying contracts, statement of
works and time costs.
Key observations:
Based on the work performed, we consider that
revenue has been recognised appropriately and in
accordance with the applicable accounting standards
and the Group’s revenue recognition accounting
policy.
Acquisition of Electra
Information Systems Inc
Refer to note 24 to the
financial statements on
page 126, and signficiant
estimates and judgements
on page 85.
As detailed in note 24 of the
Annual Financial Report,
the Group undertook an
acquisition during the financial
year. The acquisition resulted in
the recognition of intangible
assets at fair value of £16.8m and
goodwill of £14.3m.
Management have recognised on
acquisition separately identifiable
intangible assets in respect of
software and customer
relationships, exercising
judgement in estimating the fair
value for each. A third party expert
was commissioned by
Management to assist with the
purchase price allocation.
The provision for contingent
consideration is based
upon estimates, at the date of
acquisition, of future performance
of the acquired entity.
In respect of the fair value of the consideration, we
reviewed Management’s calculation with reference to
the Sale and Purchase agreement. We also assessed
the estimate of contingent consideration against
forecasts and current performance and verified the
initial cash consideration to documentation such as the
sale and purchase agreement and completion
statement. Our procedures on the forecasts included
agreeing to pipeline, new contract wins post year end
and post year end trading activity.
We ensured that the acquisition accounting exercise
had been carried out in accordance with the applicable
accounting standards, and reviewed and substantially
audited Management’s workings relating to the
estimates in respect of the fair value of the assets
and liabilities acquired to supporting third party
evidence, were applicable. We also assessed the
competence, capability, independence and objectivity
of the Management’s expert who performed the
purchase price allocation exercise.
In particular, we assessed the valuation of the
intangible assets that were considered separately
identifiable on acquisition, testing the key inputs and
assumptions in the valuation model and, with the

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 75
This matter is considered to be a
significant risk as Management
had to exercise judgement
in determining the fair value of the
consideration, which contained a
contingent element, and the
assets and liabilities acquired.
assistance of our valuations experts who reviewed the
mechanics and methodology inherent in the model,
which include ensuring the sensitivities within were
appropriate.
We also considered the completeness of the
separately identifiable intangible assets with reference
to our understanding of the business and key
motivations of the transaction.
Key observations:
Based on the audit work performed, we consider that
the acquisition of Electra Information Systems Inc,
including the separately identifiable intangible assets
and contingent consideration has been recognised
appropriately in the financial statements.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements
Parent company financial statements
2021
£’000
2020
£’000
2021
£’000
2020
£’000
Materiality
277
180
150
105
Basis for determining
materiality
0.75% of revenue
56% of Group
materiality
58% of Group
materiality
Rationale for the
benchmark applied
As a growing technology business we
consider revenue to be the key
performance measure in driving the
valuation of the Group and informing the
economic decisions of the users of the
financial statements. This is particularly in
light of lower levels of profitability in the
current environment and revenues being
an increasing basis of business valuation in
the sector.
Capped at 56% (2020: 58%) of Group
materiality given the assessment of the
components aggregation risk.
Performance materiality
180
117
97.5
68

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 76
Basis for determining
performance materiality
On the basis of our risk assessment, together with our assessment of the Group and
Parent Company’s control environment and a history of minimal errors, our judgement is
that performance materiality for the financial statements should be 65%.
Component materiality
We set materiality for each component of the Group based on a percentage of between 30% and 75% of Group
materiality dependent on the size and our assessment of the risk of material misstatement of that component.
Component materiality ranged from £83,100 to £207,750. In the audit of each component, we further applied
performance materiality levels of 65% of the component materiality to our testing to ensure that the risk of errors
exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£5,540 (2020: £3,600). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual
financial report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern
and longer-term
viability
• The Directors' statement with regards the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified as set out on page 46; and
• The Directors’ explanation as to its assessment of the entity’s prospects, the period this
assessment covers and why they period is appropriate as set out on page 66.
Other Code
provisions
• Directors' statement on fair, balanced and understandable as set out on page 69;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks as set out on page 31;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems as set out on page 43; and
• The section describing the work of the audit committee as set out on page 47.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 77
Strategic report
and Directors’
report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which
we are required to
report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report
to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the 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.
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 (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below.
Based on our understanding of the Group and sector in which it operates, we identified that the principal risks of non-
compliance with laws and regulations relate to The Corporate Governance Code, Corporate and VAT legislation,
Employment Taxes and Health and Safety, and the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations which have a direct impact on the preparation of the
financial statements such as the Companies Act 2006 and the applicable accounting frameworks.
As a result of performing the above we identified the principal risks were related to bias in accounting estimates, with
the most significant considered to relate to revenue recognition and capitalisaiton of developmemt costs. The

Independent auditor’s report
Gresham Technologies plc
Annual Financial Report 2021 78
Group audit engagement team shared this risk assessment with the component auditors to ensure that appropriate audit
procedures were applied in response to these risks. Our procedures included:
- Evaluation of management incentives and opportunities for fraudulent manipulation of the financial statements
including management override;
- This evaluation involved a particular focus on the judgements and estimates inherent in the key audit matters and
exercising professional scepticism in considering the impact of those estimates and judgements on the reported
results and key performance measures such as annually recurring revenues and cash EBITDA;
- The evaluation also involved gaining an understanding of Management remuneration schemes and the extent to
which remuneration is influenced by reported results;
- Discussions with Management and the Audit Committee regarding known or suspected instances of non-
compliance with laws and regulations;
- Ensurng all audit team and component team members were cognizant of relevant laws and regulations through
engagement discussions and the issuing of specific audit instructions;
- Obtaining and understanding of controls designed to prevent and detect irregularities;
- Review of board minutes for any evidence of fraud or non-compliance with laws and regulations; and
- Testing journal entries made to accounts that are considered to carry a greater risk of fraud as part of our planned
audit approach by agreeing to supporting documentation.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
Malcolm Thixton (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Southampton
United Kingdom
7 March 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Consolidated income statement
Gresham Technologies plc
Annual Financial Report 2021 79
Notes
Year ended 31
December
2021
Restated
Year ended 31
December
2020
£'000
£'000
Revenue
4,5
37,026
24,752
Cost of sales
(11,799)
(7,003)
Gross profit
25,227
17,749
Adjusted administrative expenses
(21,146)
(15,911)
Adjusted operating profit
4,081
1,838
Adjusting administrative items:
Exceptional costs
5
(1,821)
(400)
Exceptional income
5
330
-
Amortisation on acquired intangibles
14
(1,673)
(893)
Share-based payments
23
(369)
(220)
(3,533)
(1,513)
Total administrative expenses
(24,679)
(17,424)
Operating profit
5,6
548
325
Finance revenue
4,9
4
37
Finance costs
9
(121)
(54)
Profit before taxation
431
308
Taxation
10
(1,443)
953
(Loss)/profit after taxation attributable to the equity holders of the Parent
(1,012)
1,261
Earnings per share
Statutory
pence
pence
Basic earnings per share
11
(1.31)
1.84
Diluted earnings per share
11
(1.31)
1.80
Adjusted
Basic earnings per share
11
5.08
4.04
Diluted earnings per share
11
5.02
3.96

Consolidated statement of comprehensive income
Gresham Technologies plc
Annual Financial Report 2021 80
Year ended 31
December
2021
Year ended
31 December
2020
£'000
£'000
(Loss)/profit after taxation attributable to the equity holders of the Parent
(1,012)
1,261
Other comprehensive expenses
Items that will or may be re-classified into profit or loss:
Exchange differences on translating foreign operations
(184)
(113)
Total other comprehensive expenses
(184)
(113)
Total comprehensive (expense)/income for the year
(1,196)
1,148

Consolidated statement of financial position
Gresham Technologies plc
Annual Financial Report 2021 81
Notes
At 31 December
2021
At 31 December
2020
£'000
£'000
Assets
Non-current assets
Property, plant and equipment
13
218
243
Right-of-use assets
16
1,466
1,646
Intangible assets
14
62,267
31,108
Deferred tax assets
10
232
552
64,183
33,549
Current assets
Trade and other receivables
18
5,403
3,497
Contract assets
18
1,665
923
Income tax receivable
18
1,204
-
Cash and cash equivalents
19
9,139
8,876
17,411
13,296
Total assets
81,594
46,845
Equity and liabilities
Equity attributable to owners of the Parent
Called up equity share capital
22
4,168
3,508
Share premium account
25
23,876
4,341
Own share reserve
22
(609)
(778)
Other reserves
25
536
536
Foreign currency translation reserve
25
(378)
(194)
Retained earnings
25
18,288
19,453
Total equity attributable to owners of the Parent
45,881
26,866
Non-current liabilities
Contract liabilities
20
60
66
Lease liabilities
16
770
1,004
Deferred tax liability
10
6,831
1,289
Provisions
20
144
146
Contingent consideration
20
3,575
349
11,380
2,854
Current liabilities
Trade and other payables
20
19,616
15,303
Lease liabilities
16
642
535
Income tax payable
20
131
378
Contingent consideration
20
3,944
909
24,333
17,125
Total liabilities
35,713
19,979
Total equity and liabilities
81,594
46,845
The financial statements were approved by the Board of Directors and authorised for issue on 7 March 2022.
On behalf of the Board
Ian Manocha Tom Mullan
Chief Executive Chief Financial Officer
7 March 2022 7 March 2022
DocuSign Envelope ID: BB8DFBB0-2E16-4C63-B3F9-138A47D638FF

Consolidated statement of changes in equity
Gresham Technologies plc
Annual Financial Report 2021 82
Notes
Share
capital
Share
premium
account
Own share
reserve
Other
reserves
Foreign
currency
translation
reserve
Retained
earnings
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
At 1 January 2020
3,413
3,903
(945)
536
(81)
18,478
25,304
Attributable profit for the period
-
-
-
-
-
1,261
1,261
Other comprehensive expenses
-
-
-
-
(113)
-
(113)
Total comprehensive (expenses)/income
-
-
-
-
(113)
1,261
1,148
Exercise of share options
22
95
438
-
-
-
-
533
Transfer of own shares held by Employee
Share Ownership Trust to employees
22
-
-
167
-
-
-
167
Share-based payments
23
-
-
-
-
-
220
220
Dividend paid
-
-
-
-
-
(506)
(506)
At 31 December 2020
3,508
4,341
(778)
536
(194)
19,453
26,866
Attributable loss for the period
-
-
-
-
-
(1,012)
(1,012)
Other comprehensive expenses
-
-
-
-
(184)
-
(184)
Total comprehensive expenses
-
-
-
-
(184)
(1,012)
(1,196)
Issue of equity shares
22
656
20,344
-
-
-
-
21,000
Share issue costs
22
-
(870)
-
-
-
-
(870)
Exercise of share options
22
4
61
-
-
-
-
65
Transfer of own shares held by Employee
Share Ownership Trust to employees
22
-
-
169
-
-
-
169
Share-based payments
23
-
-
-
-
-
369
369
Dividend paid
12
-
-
-
-
-
(522)
(522)
At 31 December 2021
4,168
23,876
(609)
536
(378)
18,288
45,881

Consolidated statement of cash flow
Gresham Technologies plc
Annual Financial Report 2021 83
Notes
Year ended 31
December 2021
Year ended 31
December 2020
£'000
£'000
Cash flows from operating activities
(Loss)/profit after taxation
(1,012)
1,261
Depreciation of property, plant and equipment
13
175
245
Amortisation of intangible assets
14
4,042
2,810
Amortisation of right-of-use assets
16
581
496
Share-based payments
23
369
220
(Increase)/decrease in trade and other receivables
(776)
1,060
Increase in contract assets
(220)
(312)
Increase in trade and other payables
1,996
1,111
Increase/(decrease) in contract liabilities
256
(1,263)
Taxation
10
1,443
(953)
Exchange gain on financial instrument
5
(330)
-
Net finance costs
9
117
17
Cash inflow from operations
6,641
4,692
Income taxes received
-
1,307
Income taxes paid
(1,114)
(510)
Net cash inflow from operating activities
5,527
5,489
Cash flows from investing activities
Interest received
9
4
37
Exchange gain on financial instrument
5
330
-
Purchase of property, plant and equipment
13
(145)
(87)
Payments to acquire subsidiary undertaking (net of cash)
24
(19,639)
(1,900)
Payment of contingent consideration on acquisition of Inforalgo
20
(923)
-
Payments to acquire intangible fixed assets
14
(4,150)
(3,565)
Net cash used in investing activities
(24,523)
(5,515)
Cash flows from financing activities
Interest paid
9
(39)
(16)
Principal paid on lease liabilities
16
(590)
(576)
Dividends paid
12
(522)
(506)
Share issue proceeds (net of costs)
22
20,195
533
Net cash from/(used in) financing activities
19,044
(565)
Net increase/(decrease) in cash and cash equivalents
48
(591)
Cash and cash equivalents at beginning of year
8,876
9,605
Effect of foreign exchange rate changes
215
(138)
Cash and cash equivalents at end of year
19
9,139
8,876

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 84
1. Authorisation of financial statements and statement of compliance with International Financial Reporting
Standards
Gresham Technologies plc is a public limited company incorporated and domiciled in England and Wales. The Company’s
ordinary shares are traded as a premium listing on the London Stock Exchange.
The financial statements of Gresham Technologies plc and its subsidiaries (“the Group”) for the year ended 31 December
2021 were authorised for issue by the Board of Directors on 7 March 2022 and the Consolidated Statement of Financial
Position was signed on the Board’s behalf by Mr I Manocha and Mr T Mullan.
The Group’s financial statements have been prepared in accordance with adopted International Financial Reporting
Standards (“IFRSs”) as they apply to the financial statements of the Group for the year ended 31 December 2021.
2. Accounting judgements and estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect
the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for
revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from
those estimates. We review our estimates and underlying assumptions on an ongoing basis and recognise revisions to
accounting estimates in the period in which we revise the estimate and in any future periods affected. It is considered that
all judgements have an element of estimation.
Judgements
The key judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Revenue and profit recognition
Revenue and the associated profit are recognised from sale of software licences, rendering of services, subscriptions and
maintenance and solution sales. When software licences are sold, we must exercise judgement as to when the appropriate
point in time has passed at which all performance obligations for that software licence have been performed, at which
point revenue in relation to the stand-alone sales price of the software licence is recognised. Whilst in most cases
performance obligations clearly follow the commercial and contractual arrangement we have agreed with the customer, in
some cases the revenue streams are combined as within an overall commercial arrangement. Such combined
circumstances require judgement to assess performance obligations associated with each revenue stream and further
judgement as to when and how such performance obligations have been discharged in order to recognise the associated
revenue. The estimation of the stage of completion, along with the distinct performance obligations of multi-element
solution sales, represents a risk of incorrect revenue recognition.
Where licences are delivered to customers on commencement of the contract, the licence fee is recognised upon
completion of performance obligations and the remaining revenue for support and maintenance is subsequently
recognised over the contract term.
In considering the distinct performance obligations of multi-element solutions, instances may arise whereby the substance
of the performance obligations differs from the legal form of the contract. In such circumstances, judgement is required to
assess the estimated stand-alone selling price of the constituent elements and recognise revenue accordingly. In such
instances we must first determine whether:
1. The satisfaction of a performance obligation with a stand-alone selling price is operationally, technically,
functionally separate, and deliverable separately, from other deliverables to the customer; or
2. The satisfaction of a performance obligation with a stand-alone selling price is not operationally, technically,
functionally and deliverable separate from other deliverables to the customer.
If the agreement is determined to be under category 1 above, then the stand-alone sales price of each element of a typical
software, support and maintenance is determined, unbundled and recognised appropriately for each element. If the
agreement is determined to be under category 2 above then the bundled fee is recognised as the bundled services are
delivered over the term of the contract.
Judgement is exercised in setting the stand-alone selling prices of each element of bundled contracts. It was concluded
that the annual stand-alone sales price of standard support and maintenance offerings will be equal to 20% of the five-

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 85
year software licence fee, or of the total combined five-year licence, support and maintenance fees, the stand-alone sales
price of the licence will be 50% and the support and maintenance 50%. This ratio is aligned to the proportion of
development costs capitalised in proportion to our annual support and maintenance costs.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial
position date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
Contingent consideration
Contingent consideration relating to acquisitions is included based on management estimates of the most likely outcome.
Those judgements include the forecasting of a number of different outcomes against the performance targets and
estimating a probability and risk of each outcome before arriving at a risk weighted value of contingent consideration.
Further details are disclosed in note 24 to the financial statements.
Capitalised development costs
The Group invests in the development of new and enhanced features to its products. Development costs are accounted
for in accordance with IAS 38 “Intangible Assets” and costs that meet the qualifying criteria are capitalised and
systematically amortised over the useful economic life of the intangible asset.
Determining whether development costs qualify for capitalisation as intangible assets requires judgement as to the
technical and commercial viability of each asset created. These judgements are applied consistently year to year with the
Group evaluating whether there are future economic benefits beyond the current period, the stage at which technical
feasibility has been achieved, management’s intention to sue or sell the product, the likelihood of success of completion,
the availability of technical resources to complete the development and the ability to measure reliably the expenditure
attributed to each product.
Estimates are made to the applicable useful economic life of each asset created. These estimates are continually reviewed
and updated based on past experience and reviews of competitor products available in the market. The impact of reducing
the useful economic life by one year would increase the amortisation charge for the year by £115,000, if the useful
economic life was increased by one year the amortisation charge is reduced by £443,000.
The capitalised development cost is disclosed in note 14.
Impairment reviews
The Group performs impairment reviews at the reporting period end to identify any intangible assets that have a carrying
value that is in excess of its recoverable value. Determining the recoverability of an intangible asset requires judgement
in both the methodology applied and the key variables within that methodology. Where it is determined that an intangible
asset is impaired, its carrying value will be reduced to its recoverable value with the difference recorded as an impairment
charge in the income statement.
The intangible asset impairment reviews are disclosed in note 15.
Sensitivity analysis has been performed on the key assumptions for discount rate, growth rate and revenue growth rates
to determine when impairment would occur these are disclosed in note 15.
Useful economic life of capitalised development costs
The assessment of the useful economic life of capitalised development costs is estimated by management based on past
experience and reviews of competitor products available in the market.
Valuation of intangible assets on business combinations
In determining the fair value of intangible assets arising on acquisition, management is required to make judgements
regarding the timing and amount of future cash flows applicable to the businesses being acquired, discounted using an
appropriate discount rate. Such judgements are based on current budgets and forecasts, extrapolated for an appropriate
period taking into account growth rates and expected changes to selling prices and operating costs. Management
estimates the appropriate discount rate using pre-tax rates that reflect current market assessments of the time value of
money and the risks specific to the businesses being acquired. See note 14 and note 24 for further details.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 86
3. Accounting policies
Basis of preparation
The Group’s financial statements have been prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and in accordance with international financial reporting standards and
international accounting standards as issued by the International Accounting Standards Board (IASB) and Interpretations
(collectively IFRSs). The accounting policies which follow set out those policies which apply in preparing the financial
statements for the year ended 31 December 2021.
The Group’s financial statements have been prepared on a historical cost basis, except for the following items:
• Contingent consideration
• Cash settled share-based payment liabilities
The Group financial statements are presented in Sterling, which is also the Group’s functional currency. All values are
rounded to the nearest thousand pounds (£’000) except when otherwise indicated.
Basis of consolidation
The Group financial statements consolidate the financial statements of Gresham Technologies plc and the entities it
controls (its subsidiaries) drawn up to 31 December each year.
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up
to the reporting date. Investees are classified as subsidiaries where the Company has control, which is achieved where
the Company has the power to govern the financial and operating policies of an investee entity, exposure to variable
returns from the investee and the ability to use its power to affect those variable returns. All intra-group transactions,
balances, income and expenses are eliminated on consolidation.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In
the statement of financial position, the acquiree’s identifiable assets and liabilities are initially recognised at their fair values
at acquisition date. The results of acquired entities are included in the Consolidated Statement of Comprehensive Income
from the date at which control is obtained and are deconsolidated from the date control ceases.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position
are set out in the Strategic report on pages 3 to 40. The financial position of the Group and the principal risks and
uncertainties are also described in the Strategic report.
The Group has sufficient financial resources together with good relationships with a number of customers and suppliers
across different geographic areas and industries. The Group has access to a strong underlying cash flow arising from
long-established maintenance businesses with long-standing blue-chip customers and strong growth prospects being
realised with its Clareti solutions.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate
resources to continue in operational existence for a period of at least twelve months from the date of approval of the
financial statements. For this reason, they continue to adopt the going concern basis in preparing the Annual Financial
Report 2021.
The principal accounting policies adopted by the Group are set out below.
Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency by applying an approximation of the spot
exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the statement of financial position date. All differences
are taken to the income statement; in the instance where the differences on monetary assets and liabilities form part of
the Group’s net investment in foreign operations, they are moved to the Statement of Other Comprehensive Income on

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 87
consolidation and held in a separate component of equity until the disposal of the net investment, at which time they are
recognised in profit or loss.
The assets and liabilities of foreign operations are translated into Sterling at the rate of exchange ruling at the statement
of financial position date. Income and expenses are translated at weighted average exchange rates for the year. The
resulting exchange differences are taken to the Statement of Other Comprehensive Income and recognised directly to a
separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating
to that particular foreign operation is recognised in the Income Statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rates as at the dates of the initial transactions, on consolidation; all assets and liabilities of overseas subsidiaries which
report in a different functional currency are retranslated using the closing rate.
Goodwill
Goodwill represents the excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and
contingent liabilities of the acquired entity at the date of acquisition. At the date of acquisition, goodwill is allocated to cash-
generating units for the purpose of impairment testing. Goodwill is recognised as an asset and assessed for impairment
annually. Any impairment is recognised immediately in the Group Statement of Comprehensive Income. Once recognised,
an impairment of goodwill is not reversed.
Intangible assets
Acquired intangibles
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in
a business combination is fair value as at the date of acquisition. Following initial recognition, intangible assets are carried
at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets
are subject to the same recognition tests as development costs, and if met, they are capitalised.
Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever
there is an indication that they may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation
expense on intangible assets with finite lives is recognised in the income statement in the expense category consistent
with the function of the intangible asset. The useful economic lives of separately acquired software is deemed to be ten
years and the useful economic life of customer relations is between six and twelve years; the charge in the income
statement is made within the amortisation for acquired intangibles.
Internally generated intangibles
The Group has capitalised development costs in respect of the Clareti platform which has been assessed against the
required capitalisation criteria and a remaining useful economic life of twelve years reflecting the maturity and availability
of comparable solutions in our markets. The Group has capitalised development costs in respect of individual Clareti
applications which have been individually assessed against the required capitalisation criteria and been individually
assigned useful economic lives reflecting the maturity and availability of comparable applications in our markets. The
useful economic lives are assessed to be between two and twelve years. The amortisation charge is recognised in the
income statement.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is
derecognised.
Purchased intangibles with finite lives, including purchased patents, know-how, trademarks, licences and distribution
rights, are capitalised at cost and amortised on a straight-line basis over their estimated useful lives. The estimated useful
life of these intangible assets range between two and ten years depending on their nature. Amortisation charges in respect
of intangible assets are included in administrative expenses.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 88
Research and development costs
Research costs are expensed as incurred. Development expenditure on an individual project is recognised as an intangible
asset when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available
for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic
benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during
development.
Capitalised product development expenditure is stated at cost less accumulated amortisation and impairment losses.
Product development costs that have been capitalised are amortised from the time the product or related enhancement
becomes available for use as part of a version release issued to customers on a straight-line basis over two to twelve
years depending on the useful economic life of the asset assessed. During the period of development, the asset is tested
for impairment annually.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost
comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes
costs directly attributable to making the asset capable of operating as intended.
Depreciation is provided on all property, plant and equipment on a straight-line basis over its expected useful life as follows:
• Fixtures and fittings - over the term of the underlying property lease.
• Plant and equipment - over lives ranging between one and ten years to write down the assets to their residual
value based on current prices for an asset of the age the plant and equipment is expected to be at the end of its
useful life.
The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances
indicate the carrying value may not be recoverable, and are written down immediately to their recoverable amount. Useful
lives and residual values are reviewed annually and where adjustments are required these are made prospectively.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset is included in the income
statement in the period of derecognition.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets;
and leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable
lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such
cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the
lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes: amounts expected to be payable under any
residual value guarantee; the exercise price of any purchase option granted in favour of the Group if it is reasonably certain
to assess that option; and any penalties payable for terminating the lease, if the term of the lease has been estimated on
the basis of termination option being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received,
and increased for: lease payments made at or before commencement of the lease; initial direct costs incurred; and the
amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased
asset.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the
balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 89
over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter
than the lease term.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a
lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which are discounted at the same discount rate that applied on lease
commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease
payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value
of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.
When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of
the modification:
• if the renegotiation results in one or more additional assets being leased for an amount commensurate with the
stand-alone price for the additional rights-of-use obtained, the modification is accounted for as a separate lease
in accordance with the above policy;
• in all other cases where the renegotiation increases the scope of the lease (whether that is an extension to the
lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount
rate applicable on the modification date, with the right-of-use asset being adjusted by the same amount; and
• if the renegotiation results in a decrease in the scope of the lease, both the carrying amount of the lease liability
and right-of-use asset are reduced by the same proportion to reflect the partial or full termination of the lease with
any difference recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount
reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments
discounted at the rate applicable on the modification date. The right-of-use asset is adjusted by the same amount.
For contracts that both convey a right to the Group to use an identified asset and require services to be provided to the
Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does allocate any amount
of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that any non-financial assets may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of
the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair
value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of
an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs to sell, an appropriate valuation model is used incorporating industry standard valuation multiples or
other available fair value indicators. Impairment losses on continuing operations are recognised in the income statement
in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the
asset is increased to its recoverable amount. Impairment charges on goodwill are considered permanent and cannot be
reversed. That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or
loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.
The Group assesses at each reporting date whether there is an indication that contract assets may be impaired by applying
the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 90
Provisions
A provision is recognised when the Group has a legal or constructive obligation as a result of a past event, it is probable
that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate
that reflects, where appropriate, the risks specific to the liability.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy, the
reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any
provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the
provision due to unwinding the discount is recognised as a finance cost.
Financial assets
Impairment of financial assets
The Group assesses at each statement of financial position date whether a financial asset or group of financial assets is
impaired.
Financial assets
The Group's financial assets are all classified within the amortised cost category. The Group's accounting policy for this
category is as follows:
Assets carried at amortised cost
These assets arise principally from the provision of sales and services of software and support and maintenance to
customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and
interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or
issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for
impairment.
Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach
within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade
receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being
recognised within cost of sales in the consolidated statement of comprehensive income. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any
subsequent reversal of an impairment loss is recognised in the income statement to the extent that the carrying value of
the asset does not exceed its amortised cost at the reversal date.
The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash
equivalents in the consolidated statement of financial position.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and – for the purpose of the statement of cash flows - bank
overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of
financial position.
Cash and cash equivalents
Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank and in hand and
short-term deposits with an original maturity of three months or less.
For the purpose of the consolidated statement of cash flow, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 91
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted by the statement of financial position
date.
Research and development tax credits are recognised on an accruals basis and recorded as a credit in the taxation line
of the income statement.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements, with the following exceptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
• in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint
ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
• deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply when the related asset
is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the statement of financial
position date.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date. Deferred
income tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against
current tax liabilities, the deferred income taxes relate to the same taxation authority and that authority permits the Group
to make a single net payment.
Income tax is charged or credited to other comprehensive income or directly to equity if it relates to items that are credited
or charged to other comprehensive income or directly to equity. Otherwise, income tax is recognised in the income
statement.
Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on
settlement date with any change in fair value between trade date and settlement date being recognised in the fair value
through other comprehensive income reserve.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was
acquired.
The Group's accounting policy for other financial liabilities (which include trade payables and other short-term monetary
liabilities), are initially recognised at fair value and subsequently carried at amortised cost using the effective interest
method.
Other financial liabilities include the following items:
• Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue
of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the
effective interest rate method, which ensures that any interest expense over the period to repayment is at a
constant rate on the balance of the liability carried in the consolidated statement of financial position. For the
purposes of each financial liability, interest expense includes initial transaction costs and any premium payable
on redemption, as well as any interest or coupon payable while the liability is outstanding.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 92
• Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method.
Derecognition of financial assets and liabilities
A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or
expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of
the original liability and the recognition of a new liability, such that the difference in the respective carrying amounts
together with any costs or fees incurred are recognised in profit or loss.
Pensions
Contributions to defined contribution schemes are recognised in the income statement in the period in which they become
payable.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this
is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM.
Revenue recognition
Revenue, comprising sales of products and services to third parties, is recognised to the extent that satisfaction of
contractual performance obligations has occurred and it is probable that the economic benefits will flow to the Group and
the revenue can be reliably measured. Revenue is measured at the stand-alone selling price of the performance obligation
delivered, excluding discounts, rebates, VAT and other sales taxes. To note there is no material impact of variable
consideration or financing components across all revenue streams.
The following criteria must also be met before revenue is recognised:
Software licences
Revenue on software licences is recognised when all of the following criteria are met:
• persuasive evidence of an arrangement exists, such as a signed contract or purchase order;
• satisfaction of the contracted performance obligations has been met, which in the case of software licences
typically means delivery has occurred and no future elements to be delivered are essential to the functionality of
the delivered element;
• a stand-alone selling price of the performance obligation can be measured; and
• collectability is probable.
Provision of services
Revenue and profits from the provision of professional services, such as implementation, development, training and
consultancy, are delivered under a time and materials type contract and are therefore recognised over time and based
upon number of hours worked. On occasion fixed price services contracts are entered into, upon which revenue is
recognised on a percentage-of-completion basis, as costs incurred relate to total costs for the contract, when the outcome
of a contract can be estimated reliably. Determining whether a contract’s outcome can be estimated reliably requires
management to exercise judgement, whilst calculation of the contract’s profit requires estimates of the total contract costs
to completion. Cost estimates and judgements are continually reviewed and updated as determined by events or
circumstances.
Revenue from this revenue stream creates contract assets through yet to be billed time input and expenses at the reporting
date.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 93
Support and maintenance
Revenue from support and maintenance services is recognised rateably over the period of the contract. Revenue is
recognised when the provision of support and maintenance and completion of the performance obligations are carried out
which is deemed to be evenly throughout the term of the contract. The customer simultaneously receives and consumes
the benefits provided by the Group’s performance as the Group performs.
Revenue from this revenue stream creates contract liabilities through the invoicing of services prior to performance
obligations being performed.
Data services
Revenue related to providing data services is based on a consumption basis whereby revenue is recognised based on the
customer utilisation of such services.
Solution sales
Contracts for the delivery of solutions with multiple elements, typically involving software licences, rendering of services,
support, maintenance and infrastructure are unbundled where possible and revenue is recognised based on the
accounting policy applicable to each constituent part, for example the stand-alone selling price of the software licence is
recognised at a point in time, upon satisfaction of the performance obligations associated to that licence, and the stand-
alone selling price of software maintenance and support is recognised over the period over which the service is provided.
A typical example of such a scenario is where we sell a subscription licence but are not contracted to provide the hosted
infrastructure to deploy the software upon – the customer deploys the software on-premise or on a cloud environment for
which we are not responsible.
We have many instances where unbundling is not possible, this is where a bundled element cannot technically or
operationally be provided without another. The typical example of this is when the customer contracts our hosted Cloud
software offerings, under which the customer cannot gain benefit from the software without the Group also providing, and
continuing to provide, the hosted infrastructure upon which software is deployed. Where objective unbundling of a solution
is not possible, revenue is recognised over the period of the contractual service provision.
Interest income
Interest income is recognised as finance revenue as interest accrues using the effective interest method. The effective
interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial
instrument to its net carrying amount.
Share-based payments
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they
are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant
employees become fully entitled to the award.
Fair value of awards with a market condition-based performance target is determined by an external valuer using a Monte
Carlo simulation pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other
than conditions linked to the price of the shares of the Company (market conditions).
Fair value of awards with a financial result-based performance target is determined by management using the Black
Scholes pricing model.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a
market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided
that all other vesting conditions are satisfied.
At each statement of financial position date before vesting, the cumulative expense is calculated, representing the extent
to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market
conditions and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a
market condition, be treated as vesting as described above. The movement in cumulative expense since the previous
statement of financial position date is recognised in the income statement, with a corresponding entry in equity.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 94
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled
award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition,
an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification,
based on the difference between the fair value of the original award and the fair value of the modified award, both as
measured on the date of the modification. No reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not
yet recognised in the profit and loss account for the award is expensed immediately. Any compensation paid up to the fair
value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being
treated as an expense in the income statement.
The share-based payment expense is recognised as a staff cost and the associated credit entry is made against equity.
Financial instruments
The Group, outside of normal business operations, enters into forward currency contracts. Forward currency contracts are
valued at fair value through profit or loss.
Employee Share Ownership Trust (ESOT)
The Company is deemed to have control of its ESOT therefore the trust is included within the consolidated financial
statements. The ESOT investment in the Company’s shares is deducted from equity in the consolidated statement of
financial position. The shares are valued at the average purchase price.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further
understanding of the financial performance of the Group. They are non-recurring items of income or expense that have
been shown separately due to the significance of their nature or amount.
Cost of sales
Costs of sales comprise costs incurred to achieve the financial years revenue and are recognised within the Income
statement primarily consisting of the following costs:
• Customer specific third party costs incurred in providing our cloud hosted cloud solutions
• Third party contractor costs incurred by our contracting services business
• Payrolled employees that provide fixed margin contracting services
Administrative expenses
Administrative expenses are recognised within the Income Statement in the period that they are incurred and primarily
consist of the following costs:
• Staff costs including salaries, bonuses and commissions excluding payrolled employees provided fixed margin
contracting services which are within costs of sale
• Marketing costs including travel and entertainment costs
• Property costs excluding any costs disclosed as amortisation under IFRS 16
• IT and communication costs
• Professional advisory fees and general administration costs
• Depreciation and amortisation

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 95
Changes in accounting policies
New standards, interpretations and amendments effective from 1 January 2021
A number of new standards, interpretations and amendments are effective for the year ended 31 December 2021, which
have been listed below, these have had no impact on the Group’s accounting policies and disclosures in these financial
statements.
IBOR reform and its Effects on Financial reporting – phase 2
COVID-19 related rent concessions (Amendment to IFRS 16)
New standards, interpretations and amendments not yet effective
Accounting standards, amendments to standards and interpretations issued by the IASB that are effective for the period
beginning 1 January 2022 are not expected to have a significant impact on the Group’s financial statements.
There are no new standards, and amendments to standards and interpretations which are effective for annual periods
beginning after 1 January 2022 which have been adopted in these financial statements.
Prior year restatement
For the year ending 31 December 2020 the Group’s fixed margin contracting services disclosed third party contractor costs
within costs of sale, with fixed term contractors that were paid through the Group’s payrolls being disclosed as
administrative expenses. To provide more relevant and reliable information for the year ended 31 December 2021 all
contractor costs incurred under the Group’s contracting business have been disclosed within costs of sales regardless of
how the contractors have been paid.
As a result of the change in accounting treatment, costs incurred of £3,143,000 previously disclosed within administrative
expenses in the year ended 31 December 2020 have been reclassified as costs of sale. This is disclosed within the
restated Income Statement. The overall effect of this change is to increase costs of sale by £3,143,000 from £3,860,000
as previously reported to £7,003,000 and reduce total administrative expenses by £3,143,000 from £20,567,000 to
£17,424,000. There was no impact to retained earnings for the year ended 31 December 2020 and to the Statement of
Financial Position at 31 December 2020.
4. Revenue
Revenue disclosed in the income statement is analysed as follows:
2021
2020
Note
£'000
£'000
Provision of software and services
37,026
24,752
Finance revenue
9
4
37
Total revenue
37,030
24,789
The Group has disaggregated revenue into various categories in the following table which is intended to:
• depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic data;
and
• enable users to understand the relationship with the revenue segment information provided in note 5.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 96
Clareti
Solutions
Other
Solutions
Contracting
Services
Total
2021
£’000
£’000
£’000
£’000
Non-recurring software revenue (software licences)
137
73
-
210
Recurring software revenue (annually recurring software
licences, support and maintenance and managed services)
18,800
4,581
-
23,381
Rendering of services
6,532
569
6,334
13,435
25,469
5,223
6,334
37,026
Timing of revenue recognition
Non-annually recurring - at a point in time
137
73
-
210
Annually recurring - at a point in time
3,286
-
-
3,286
Rateably recognised - over contract period
22,046
5,150
6,334
33,530
25,469
5,223
6,334
37,026
Clareti
Solutions
Other
Solutions
Contracting
Services
Total
2020
£’000
£’000
£’000
£’000
Non-recurring software revenue (software licences)
-
-
-
-
Recurring software revenue (annually recurring software
licences, support and maintenance and managed services)
11,428
3,674
-
15,102
Rendering of services
4,025
721
4,904
9,650
15,453
4,395
4,904
24,752
Timing of revenue recognition
Non-annually recurring - at a point in time
-
-
-
-
Annually recurring - at a point in time
2,891
-
-
2,891
Rateably recognised - over contract period
12,562
4,395
4,904
21,861
15,453
4,395
4,904
24,752
Contract balances
Contract
assets
Contract
assets
Contract
liabilities
Contract
liabilities
2021
2020
2021
2020
£'000
£'000
£'000
£'000
At 1 January
3,431
3,829
(11,096)
(10,156)
Amounts included in contract liabilities that were
recognised as revenue during the period
-
-
11,030
9,983
Acquisitions
1,447
93
(756)
(655)
Excess of revenue recognised over cash (or rights to
cash) being recognised during the period
581
(491)
-
-
Cash received in advance of performance and not
recognised as revenue during the period
-
-
(11,286)
(10,268)
At 31 December
5,460
3,431
(12,108)
(11,096)

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 97
Contract assets, including trade receivables relate to services performed but do not have an unconditional right to payment
and are disclosed within the Statement of financial position.
Contract liabilities relate to subscription, support and maintenance contracts invoiced with performance obligations yet to
be satisfied and arise when the Group enters into a contract which results in cumulative payments received from customers
at the Statement of Financial Position date which do not necessarily equal to the amount of revenue recognised on the
contracts and relate to performance obligations yet to be satisfied. These are disclosed within trade and other payables.
Amounts due to be recognised in more than one year are £60,000 (2020: £66,000). Trade receivables included in the
above as at 1 January 2020 were £3,344,000.
The Group applies the IFRS 9 simplified approach to measuring credit losses using a lifetime expected credit loss provision
for trade receivables and contract assets. The Group has not provided for any impairment. See note 18 for further details.
5. Segment information
The segmental disclosures reflect the analysis presented on a monthly basis to the chief operating decision maker of the
business, the Chief Executive Officer and the Board of Directors.
In addition, the split of revenues and non-current assets by the UK and overseas have been included as they are
specifically required by IFRS 8 “Operating Segments”.
For management purposes, the Group is organised into the following reportable segments:
• Clareti Solutions – supply of solutions predominantly to the finance and banking markets across Asia Pacific,
EMEA and North America. Includes both software and services that can be accessed in the cloud, on-premise or
deployed into hybrid environments. These primary offerings within this segment include:
o Clareti Control products (which now includes the acquired Electra ‘Reconciliation’ products)
o Clareti Connect products (which now includes the acquired Electra products except for ‘Reconciliation’)
• Other Solutions – supply of a range of well-established solutions to enterprise-level customers in a variety of end
markets
• Contracting Services – Supply of IT contracting services to one banking customer
Transfer prices between segments are set on an arm’s length basis in a manner similar to transactions with third parties.
Segment revenue, segment expense and segment result include transfers between business segments. Those transfers
are eliminated on consolidation.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 98
Other
Notes
Clareti
Solutions
Solutions
Contracting
Services
Adjustment
s, central
overheads
and
elimination
Consolidat
ed
2021
£'000
£'000
£’000
£'000
£'000
Revenue
4
25,470
5,222
6,334
-
37,026
Cost of sales
(3,978)
(2,338)
(5,483)
-
(11,799)
Gross profit
21,492
2,884
851
-
25,227
Gross profit %
84%
55%
13%
68%
Adjusted administrative expenses
(20,996)
(150)
-
-
(21,146)
Adjusted operating profit
496
2,734
851
-
4,081
Adjusting items:
Exceptional costs
5
(1,491)
(1,491)
Amortisation of acquired intangibles
14
(1,673)
(1,673)
Share-based payments
23
(369)
(369)
Adjusting administrative expenses
(3,533)
(3,533)
Operating profit
548
Finance revenue
9
4
Finance costs
9
(121)
Profit before taxation
431
Taxation
10
(1,443)
Loss after taxation
(1,012)
Adjusted operating profit
4,081
Amortisation of intangibles
14
2,369
Depreciation of property, plant and
equipment
13
175
Amortisation of right-of-use assets
16
581
Adjusted EBITDA
7,206
Development costs capitalised
14
(4,105)
Principal paid on lease liabilities
16
(590)
Adjusted cash EBITDA
2,511
Segment assets
81,594
Segment liabilities
(35,713)

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 99
Other
Notes
Clareti
Solutions
Solutions
Contracting
Services
Adjustment
s, central
overheads
and
elimination
Consolidat
ed
2020 (restated)
£'000
£'000
£’000
£'000
£'000
Revenue
4
15,453
4,395
4,904
-
24,752
Cost of sales
(1,126)
(1,605)
(4,272)
-
(7,003)
Gross profit after contracting fully costed
14,327
2,790
632
-
17,749
93%
63%
13%
72%
Adjusted administrative expenses
(15,752)
(159)
-
-
(15,911)
Adjusted operating (loss)/profit
(1,425)
2,631
632
-
1,838
Adjusting items:
Exceptional costs
5
(400)
(400)
Amortisation of acquired intangibles
14
(893)
(893)
Share-based payments
23
(220)
(220)
Adjusting administrative expenses
(1,513)
(1,513)
Operating profit
325
Finance revenue
9
37
Finance costs
9
(54)
Profit before taxation
308
Taxation
10
953
Profit after taxation
1,261
Adjusted operating profit
1,838
Amortisation of intangibles
14
1,917
Depreciation of property, plant and
equipment
13
213
Amortisation of right-of-use assets
16
496
Bank charges
9
(13)
Adjusted EBITDA
4,451
Development costs capitalised
14
(3,561)
Principal paid on lease liabilities
16
(576)
Adjusted cash EBITDA
314
Segment assets
46,845
Segment liabilities
(19,979)
The Group has a customer relationship with one banking customer which is considered by the Directors to be individually
significant; revenue from this relationship exceeded 10% of the Group’s revenue, totalling £17,618,000 (2020:
£11,388,000) which includes low-margin contracting revenue of £8,442,000 (2020: £5,115,000).

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 100
Adjusting administrative items
Operating performance is analysed excluding exceptional items, share-based payment charges and amortisation from
acquired intangibles which is consistent in with the way in which the Board and most stakeholders review the financial
performance of the Group. These adjusting items are all either non-cash or non-recurring IFRS expenses (or income) that
do not reflect the underlying performance of the business. In the case of share-based payment charges, management
acknowledge that these awards are potentially paid ’in-lieu’ of cash salary or bonuses and therefore there is a value to
these. However, the IFRS valuation methodology applied to these charges does not represent a cash cost to the business
or a value that is representative of any the actual cost to the Company, its shareholders or any other Group stakeholder,
nor is it representative of the ultimate value to the award beneficiary. Adjusting for these items is also consistent with the
manner in which similar small and mid cap LSE (or AIM) listed present their results and how we understand the investment
community to assess performance, where, for growth shares the recurring cash performance of the business is considered
most important. In addition, these adjustments are also aligned with the performance methodology used by the panel of
debt providers that tendered for the revolving credit facility established during the year in order to assess and continually
monitor credit worthiness, risk and upon which covenants are set.
The adjusting administrative items are:
2021
2020
£'000
£'000
Acquisition and associated integration costs
1,814
423
Advisory fees for new share option scheme
7
33
Exceptional costs
1,821
456
Exceptional income
(330)
(56)
Total exceptional items
1,491
400
Amortisation on acquired intangibles
1,673
893
Share-based payments
369
220
Total adjusting administrative items
3,533
1,513
During the year the Group incurred £1,814,000 (2020: £423,000) exceptional costs relating to legal, due diligence and
professional fees for the acquisition of Electra Information Systems and associated integration costs.
Exceptional legal and tax advisory costs were incurred in the year of £7,000 (2020: £33,000) associated with
implementation of a new ten-year share option incentive scheme. These costs are not expected to occur for a further ten
years.
Exceptional income of £330,000 was recognised in the year on realising a gain on the completion of a contract to forward
purchase US dollars. The contract was entered into to minimise the currency risk on the acquisition of Electra Information
Systems. £56,000 was received during 2020 following an initiative by the Australian Government to support businesses
during the COVID-19 pandemic. This income has been treated as exceptional as it is non-recurring.
Due to the amount and nature of amortisation of acquired intangibles and share-based payments both costs were treated
as an adjusting administrative item.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 101
Adjusted EBITDA
Adjusted EBITDA is disclosed within the financial statements to show the underlying performance of the group on a
consistent basis and to aid understanding of the financial performance during the year.
Notes
2021
2020
£’000
£’000
Profit before taxation
431
308
Adjusting items:
Amortisation of intangibles
14
4,042
2,810
Depreciation of property, plant and equipment
13
175
213
Amortisation of right-to-use assets
16
581
496
Notional interest on lease liabilities
9
43
38
Finance revenue
9
(4)
(37)
Interest payable
9
78
3
EBITDA
5,346
3,831
Exceptional items
5
1,491
400
Share-based payments
23
369
220
Adjusted EBITDA
7,206
4,451
Adjusted EBITDA is not an IFRS measure or not considered to be a substitute for or superior to any IFRS measures. It is
not directly comparable to other companies.
Geographic information
2021
2020
£'000
£'000
Revenues from external customers (by destination)
UK
5,998
6,719
EMEA
3,151
2,593
United States
9,096
3,038
Americas
517
494
Australia
17,738
11,413
Asia Pacific
526
495
37,026
24,752
EMEA includes revenue from external customers located primarily in the Netherlands, Luxembourg, Germany,
Belgium and South Africa. Asia Pacific includes revenue from external customers located primarily in Malaysia and
Singapore.
2021
2020
£’000
£’000
Non-current assets
UK
62,777
32,269
EMEA
448
588
North America
396
9
Asia Pacific
562
683
64,183
33,549

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 102
Non-current assets consist of property, plant and equipment, right-of-use assets, intangible assets and deferred tax assets.
6. Group operating profit
The Group operating profit is stated after charging:
Notes
2021
2020
£'000
£'000
Research and development costs written off
1,721
1,049
Amortisation of deferred development costs recognised in administration expenses
14
2,326
1,863
Total research and development costs
4,047
2,912
Depreciation of property, plant and equipment
13
175
245
Amortisation of right to use assets
16
581
496
Amortisation of intangible assets (excluding development costs)
14
1,716
947
Total depreciation, impairment and amortisation expense
2,472
1,688
Employee benefit expenses
8
20,521
16,641
Net foreign currency differences losses/(gains)
69
(7)
7. Auditor’s remuneration
The Group paid the following amounts to its auditor in respect of the audit of the financial statements and for other services
provided to the Group.
2021
2020
£'000
£'000
Audit fees
Audit of the Group financial statements and associated company
29
27
Other fees to the auditor
- auditing the accounts of subsidiaries
111
84
- audit of acquisition
14
10
154
121
Non-audit fees
Accountants report on historical financial information
160
-
Audit of bank covenant certificates
6
-
166
-
8. Staff costs and Directors’ emoluments
The following disclosures in respect of the consolidated income statement items are presented in respect of continuing
operations only, with comparatives restated where appropriate to exclude discontinuing operations from these disclosures.
Staff and Director costs
31 December 2021
Income
statement
Capitalised
development
costs
Total
excluding
contracting
Contracting
costs
expensed
Total
£'000
£'000
£'000
£'000
£'000
Wages and salaries
13,120
3,031
16,151
2,250
18,401

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 103
Social security costs
833
246
1,079
131
1,210
Other pension costs
581
109
690
220
910
14,534
3,386
17,920
2,601
20,521
31 December 2020
Income
statement
Capitalised
development
costs
Total
excluding
contracting
Contracting
costs
expensed
Total
£'000
£'000
£'000
£'000
£'000
Wages and salaries
9,129
2,836
11,965
2,703
14,668
Social security costs
724
299
1,023
182
1,205
Other pension costs
434
77
511
257
768
10,287
3,212
13,499
3,142
16,641
Included in wages and salaries is a total expense of share-based payments of £369,000 (2020: £220,000) all of which
arises from transactions accounted for as equity-settled share-based payment transactions.
The average monthly number of employees during the year was made up as follows:
2021
2020
Management
12
11
Sales and administration
42
32
Technical
128
107
Total
182
150
Contracting services
33
20
Details of Directors’ compensation are included in the Directors’ Remuneration Report.
9. Finance revenue and costs
2021
2020
Finance revenue
£'000
£'000
Bank interest receivable
4
37
Finance costs
Notional interest on lease liabilities
43
38
Other interest payable
1
3
Other bank charges
77
13
Total finance costs
121
54
10. Taxation
Tax on profit on ordinary activities
Tax charge in the income statement
2021
2020
£’000
£’000
Current income tax
Overseas tax credit - adjustment to previous years
(93)
(124)
Overseas tax charge - current year
1,118
599
UK corporation tax credit - adjustment to previous years
(1,045)
(1,307)
Total current income tax
(20)
(832)
Deferred income tax

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 104
Movement in net deferred tax asset
1,231
(202)
Tax rate change adjustments
232
81
Total deferred income tax
1,463
(121)
Total charge/(credit) in the income statement
1,443
(953)
Reconciliation of the total tax charge
The tax charge in the income statement for the year is higher (2020: lower) than the standard rate of corporation tax in the
UK of 19.0% (2020: 19.0%). The differences are reconciled below:
2021
2020
£'000
£'000
Profit before taxation
431
308
Profit before taxation multiplied by the UK standard rate of corporation tax of 19.0% (2020: 19.0%)
82
59
Expenses not deductible for tax purposes
288
137
Differences in tax rates
785
168
Overseas tax credit - adjustment to previous years
(93)
(124)
Research and development credit - adjustment to previous year
(1,045)
(1,307)
Research and development enhanced relief
(1,703)
(1,424)
Movement in unrecognised losses carried forward
1,371
1,359
Recognition of deferred tax liability on the inter-group sale of intellectual property
1,398
-
Movement in unrecognised temporary differences
254
211
Movement in unrecognised fixed asset temporary differences
253
(16)
Temporary difference on share-based payments
(61)
73
Temporary movement on acquired intangibles
(318)
(170)
Tax rate change adjustments
232
81
Total tax charge/(credit) reported in the income statement
1,443
(953)
Unrecognised tax losses
The Group has tax losses that are available indefinitely for offset against future taxable profits of the companies in which
the losses arose as analysed below. Deferred tax assets have not been recognised in respect of these losses as they may
not be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that have been loss
making for some time.
The tax effect of exchange differences recorded within the consolidated statement of comprehensive income is a credit of
£35,000 (2020: £21,000).
Temporary differences associated with Group investments
At 31 December 2021, there was no recognised deferred tax liability (2020: £nil) for taxes that would be payable on the
unremitted earnings of certain of the Group’s subsidiaries as the Group has determined that undistributed profits of its
subsidiaries will not be distributed in the foreseeable future.
Deferred tax
Deferred tax assets/(liabilities)

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 105
2021
Asset
Liability
Net
£'000
£'000
£'000
1 January
552
(1,289)
(737)
Movement in the period:
- Tax losses
(24)
-
(24)
- Employee share award schemes
119
-
119
- Qualifying research and development expenditure
(494)
-
(494)
- Fixed asset timing differences
(96)
-
(96)
- Acquired intangibles
-
318
318
- Inter-group sale of intellectual property
-
(1,398)
(1,398)
Acquisition of intangibles in subsidiaries
-
(4,055)
(4,055)
Impact of change in tax rate
175
(407)
(232)
31 December
232
(6,831)
(6,599)
2020
1 January
489
(952)
(463)
Movement in the period:
- Tax losses
411
-
154
- Employee share award schemes
(219)
-
(262)
- Qualifying research and development expenditure
(513)
-
(211)
- Fixed asset timing differences
353
-
351
- Acquired intangibles
-
170
170
Acquisition of intangibles in subsidiaries
-
(395)
(395)
Impact of change in tax rate
31
(112)
(81)
31 December
552
(1,289)
(737)
Comprising:
2021
2020
Asset
£’000
£’000
Tax losses
3,639
2,784
Employee share award schemes
310
145
Qualifying research and development expenditure
(4,545)
(3,079)
Fixed asset timing differences
828
702
31 December
232
552
2021
2020
Liability
£’000
£’000
Inter-group sale of intellectual property
(1,398)
-
Acquired intangibles
(5,433)
(1,289)
31 December
(6,831)
(1,289)
Unrecognised potential deferred tax assets
The deferred tax not recognised in the consolidated statement of financial position is as
follows:
2021
2020
£'000
£'000
Gresham Technologies (Luxembourg) S.A.
816
429

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 106
Gresham Technologies (Holdings) SARL
103
604
Inforalgo Information Technology Limited
243
205
Gresham Technologies (Singapore) Limited
125
129
Gresham Technologies (TDI) Limited
116
91
Tax losses
1,403
1,458
Gross tax losses unrecognised
5,857
6,459
Future tax rates
The main UK corporation tax rate is due to increase to 25% from 1 April 2023 as substantively enacted by the Finance Act
2021. Therefore, the rate used to calculate deferred tax balances at 31 December 2021 has increased from 19% to 25%.
The Group’s recognised and unrecognised deferred tax assets in the UK, Luxembourg, Australian and US subsidiaries
have been shown at the rates in the following table, being the substantively enacted rates in these countries.
2021
2020
%
%
UK
25
19
Luxembourg
25
25
Australia
30
30
US
27
27
11. Earnings
Earnings per share
Basic earnings per share amounts are calculated by dividing profit or loss for the year attributable to owners of the Parent
by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing profit or loss attributable to owners of the Parent by the
weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary
shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares except when
such dilutive instruments would reduce the loss per share.
The following reflects the earnings and share data used in the basic and diluted earnings per share computations:
2021
2020
Basic weighted average number of shares
77,132,796
68,697,828
Employee share options - weighted (note 23)
890,100
1,414,549
Diluted weighted average number of shares
78,022,896
70,112,377
Notes
2021
2020
£'000
£'000
Adjusted earnings attributable to owners of the Parent
3,919
2,774
Adjusting items:
Exceptional items
5
(1,491)
(400)
Amortisation of acquired intangibles
14
(1,673)
(893)
Deferred tax charge on inter-group sale of intellectual property
10
(1,398)
-
Share-based payments
23
(369)
(220)
Statutory earnings attributable to owners of the Parent
(1,012)
1,261

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 107
During the year ended 31 December 2021, share options granted under share option schemes were exercised and the
Group issued 83,000 (2020: 1,900,000) ordinary shares accordingly (ranking pari passu with existing shares in issue). See
note 22 for further details.
In June 2021 the Company issued 13,125,000 ordinary shares at a price of 160 pence (ranking pari passu with existing
shares in issue). See note 22 for further details.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date
and the date of completion of this Annual Financial Report 2021.
12. Dividends paid and proposed
The final dividend for the year ended 31 December 2020 was approved at the Company Annual General Meeting on 10
May 2021 and paid on 20 May 2021 of 0.75 pence per share, equating to a total of £522,000. The Company will be
proposing a final dividend for approval at the AGM for the year ended 31 December 2021 of 0.75 pence per share.
13. Property, plant and equipment
Fixtures and
fittings
Property,
plant and
equipment
Total
2021
£'000
£'000
£'000
Cost
At 1 January
756
1,009
1,765
Additions
1
144
145
Additions acquired as part of a business combination
-
9
9
Disposals
-
(83)
(83)
Exchange adjustment
(12)
(6)
(18)
At 31 December
745
1,073
1,818
Depreciation and impairment
At 1 January
(691)
(831)
(1,522)
Charge for year
(43)
(132)
(175)
Disposals
-
83
83
Exchange adjustment
11
3
14
At 31 December
(723)
(877)
(1,600)
Net carrying amount
At 31 December
22
196
218
At 1 January
65
178
243
Fixtures and
fittings
Property,
plant and
equipment
Total
Earnings per share
Statutory
pence
pence
Basic earnings per share
(1.31)
1.84
Diluted earnings per share
(1.31)
1.80
Adjusted
Basic earnings per share
5.08
4.04
Diluted earnings per share
5.02
3.96

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 108
2020
£'000
£'000
£'000
Cost
At 1 January
733
1,076
1,809
Additions
5
82
87
Additions acquired as part of a business combination
7
7
14
Disposals
-
(156)
(156)
Exchange adjustment
11
-
11
At 31 December
756
1,009
1,765
Depreciation and impairment
At 1 January
(609)
(813)
(1,422)
Charge for year
(71)
(174)
(245)
Disposals
-
156
156
Exchange adjustment
(11)
-
(11)
At 31 December
(691)
(831)
(1,522)
Net carrying amount
At 31 December
65
178
243
At 1 January
124
263
387
14. Intangible assets
Separately identified
intangibles on acquisition
Development
costs
Patents and
licences
Software
Customer
relationship
s
Goodwill
Total
2021
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January
26,996
832
7,161
2,410
5,625
43,024
Additions
4,105
45
4,959
11,800
14,279
35,188
Disposals
-
(6)
-
-
-
(6)
Exchange adjustment
(29)
(13)
-
-
(56)
(98)
At 31 December
31,072
858
12,120
14,210
19,848
78,108
At 1 January
(8,117)
(739)
(2,141)
(669)
(250)
(11,916)
Charge for year
(2,326)
(43)
(964)
(709)
-
(4,042)
Eliminated on disposal
-
6
-
-
-
6
Exchange adjustment
65
13
-
-
33
111
At 31 December
(10,378)
(763)
(3,105)
(1,378)
(217)
(15,841)
Net carrying amount
At 31 December
20,694
95
9,015
12,832
19,631
62,267
At 1 January
18,879
93
5,020
1,741
5,375
31,108

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 109
Separately identified
intangibles on acquisition
Development
costs
Patents and
licences
Software
Customer
relationship
s
Goodwill
Total
2020
£'000
£'000
£'000
£'000
£'000
£'000
Cost
At 1 January
23,345
872
6,275
1,218
2,943
34,653
Additions
3,561
4
886
1,192
2,656
8,299
Disposals
-
(44)
-
-
-
(44)
Exchange adjustment
90
-
-
-
26
116
At 31 December
26,996
832
7,161
2,410
5,625
43,024
Amortisation and impairment
At 1 January
(6,182)
(729)
(1,477)
(440)
(250)
(9,078)
Charge for year
(1,863)
(54)
(664)
(229)
-
(2,810)
Eliminated on disposal
-
44
-
-
-
44
Exchange adjustment
(72)
-
-
-
-
(72)
At 31 December
(8,117)
(739)
(2,141)
(669)
(250)
(11,916)
Net carrying amount
At 31 December
18,879
93
5,020
1,741
5,375
31,108
At 1 January
17,163
143
4,798
778
2,693
25,575
Development costs
Development costs are internally generated and are capitalised at cost. These intangible assets have been assessed as
having a finite life and are amortised on a straight-line basis over their useful lives of two to eleven years. These assets
are tested for impairment where an indicator of impairment arises and annually prior to them being made available for use.
For the years ended 31 December 2021 and 31 December 2020 the Group has capitalised development costs in respect
of individual Clareti applications which have been individually assessed against the required capitalisation criteria and
been individually assigned useful economic lives reflecting the maturity and availability of comparable applications in our
markets. These useful economic lives are assessed to be between two and eleven years.
No changes have been made to development costs capitalised in prior years in respect of the Clareti platform, which
continue to be amortised on a systematic basis over the existing useful economic life of eleven years.
Patents and licences
Patents and licences are the third party costs incurred in seeking and obtaining protection for certain of the Group’s
products and services. These intangible assets have been assessed as having a finite life and are being amortised evenly
over their useful economic life, to a maximum of ten years. Patents have a remaining life of three years and licences have
a remaining life of one to ten years.
Separately identified acquired intangibles
Separately identified intangibles acquired through business combinations represent software and customer relationships
which arose through the acquisitions of C24 Technologies Limited, B2 Group, Inforalgo and Electra Information Systems.
Software is amortised over its useful economic life, which is deemed to be ten years.
Customer relationships acquired in the year are amortised over their useful economic life, which is deemed to be twelve
years for the Electra acquisition, eight years for the Inforalgo and C24 Technologies Limited acquisitions and six years for
B2 Group.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 110
Goodwill
Goodwill arose on the acquisition of our Asia Pacific real-time financial solutions business, C24 Technologies Limited, B2
Group, Inforalgo and Electra Information Systems. It is assessed as having an indefinite life and is assessed for impairment
at least annually.
15. Impairment of goodwill and intangibles
Goodwill
Goodwill acquired through business combinations has been allocated to one individual cash-generating unit (“CGU”), the
lowest level at which goodwill is monitored for internal management purposes, for impairment testing.
Carrying amount of goodwill
2021
2020
£'000
£'000
Clareti Solutions CGU
19,631
5,375
Development costs (finite life)
Development costs are reviewed for impairment on an annual basis prior to being made available for use, or sooner where
an indicator of impairment exists. The following table summarises the net book value of development costs:
2021
2020
£'000
£'000
Clareti Solutions CGU
20,694
18,879
Clareti Solutions cash-generating unit
The recoverable amount of this CGU has been determined based on a value-in-use calculation. The cash flow projections
are based on the 2022 financial budget, as approved by the Board, which are extrapolated for five years and extended
beyond five years using a long-term growth rate. The Board considers this approach appropriate given the long-term
opportunities that exist in the Asia Pacific, EMEA and North American regions. The impact of COVID-19 on financial
budgets and projections has been considered by the Board with any appropriate adjustments reflected.
The discount rate applied to cash flow projections is 15% (2020: 15%) and cash flows beyond the five-year period are
extrapolated using a 2% growth rate (2020: 2%) that is a prudent approximation to the long-term average growth rate for
the region in which the CGU operates. The recoverable amount of the Clareti Solutions CGU supports the value of goodwill
on the statement of financial position.
Key assumptions used in the value-in-use calculations
Key assumptions are made by management based on past experience taking into account external sources of information
around gross margins, growth rates and discount rates for similar businesses.
The calculation of value in use is most sensitive to assumptions around:
• operating cash flows, based on financial budgets for 2022 approved by the Board;
• growth rates, based on internally estimated growth rates for the market and business offerings; and
• the discount rate, based on the pre-tax weighted average cost of capital of the Group.
Sensitivity to changes in assumptions
A change in our key assumption in respect of operating cash flows could cause the carrying value of the goodwill or
development costs to exceed the recoverable amount, resulting in an impairment charge.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 111
If any one of the following changes were made to the above key assumptions, the carrying amount and recoverable amount
would be equal.
Pre-tax discount rate Increase from 15% to 23%
Growth rate beyond year 5 Reduction from 2% to -15%
Revenue growth Reduction from 18% average over five years to 8% average
We are confident the assumptions in respect of operating cash flows remain appropriate. Where the operating cash flows
incorporate products or solutions that will be sold in an existing known market, past experience is used as a guide to the
level of sales achievable, growth rates and associated margins. Where the operating cash flows relate to products or
solutions that will be sold into a new or emerging market, past experience with similar products or solutions is combined
with relevant information from external market sources, such as competitor pricing and discussions with potential
customers, in arriving at the level of sales achievable, growth rates and associated margins.
16. Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for leases of low value assets
or leases with a duration of twelve months or less. The expense relating to short-term leases of twelve months or less was
£nil (2020: £nil). The Group held no low value asset leases.
Right-of-use assets are initially measured at the amount of lease liability reduced for any lease incentives received and
increased for initial direct costs incurred and any provision contractually required. Right-of-use assets are amortised on a
straight-line basis over the period of the lease.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with
the discount rate determined by reference to the interest rate inherent in the lease and where that is not readily
determinable the incremental borrowing rate, 3.1%. Subsequent to the initial measurement lease liabilities are increased
as a result of interest charged and reduced for lease payments made.
The Group leases a number of office buildings where payments are fixed until the contracts expire. The Group also leases
motor vehicles where payments can be increased if actual mileage is higher than the contracted rates.
Right-of-use assets
2021
Property
Motor
vehicles
Total
£'000
£'000
£'000
Cost
At 1 January
3,183
99
3,282
Additions
232
-
232
Acquisition
293
-
293
Disposals
(810)
(31)
(841)
Exchange adjustment
(52)
(6)
(58)
At 31 December
2,846
62
2,908
Amortisation
At 1 January
(1,570)
(66)
(1,636)
Charge for year
(556)
(25)
(581)
Disposals
704
31
735
Exchange adjustment
38
2
40
At 31 December
(1,384)
(58)
(1,442)
Net carrying amount
At 31 December
1,462
4
1,466
At 1 January
1,613
33
1,646

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 112
2020
Cost
At 1 January
2,283
146
2,429
Additions
659
5
664
Acquisition
193
-
193
Disposals
-
(60)
(60)
Exchange adjustment
48
8
56
At 31 December
3,183
99
3,282
Amortisation
At 1 January
(1,075)
(62)
(1,137)
Charge for year
(466)
(30)
(496)
Disposals
-
30
30
Exchange adjustment
(29)
(4)
(33)
At 31 December
(1,570)
(66)
(1,636)
Net carrying amount
At 31 December
1,613
33
1,646
At 1 January
1,208
84
1,292
Lease liabilities
Land and
buildings
Motor
vehicles
Total
£’000
£'000
£'000
At 1 January 2021
1,510
29
1,539
Cash items:
Lease payments
(566)
(24)
(590)
Non-cash items:
Additions
125
-
125
Acquisitions
306
-
306
Interest expense
42
1
43
Foreign exchange movements
(11)
-
(11)
At 31 December 2021
1,406
6
1,412
£’000
£'000
£'000
At 1 January 2020
1,161
84
1,245
Cash items:
Lease payments
(516)
(60)
(576)
Non-cash items:
Additions
623
-
623
Acquisitions
193
-
193
Interest expense
36
2
38
Foreign exchange movements
13
3
16
At 31 December 2020
1,510
29
1,539

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 113
2021
2020
£'000
£'000
Due between 0-3 months
161
133
Due between 3-12 months
481
402
Due less than one year
642
535
Due more than one year
770
1,004
Lease liabilities
1,412
1,539
17. Investments
Details of Group undertakings
Details of the investments in which the Group holds 20% or more of the nominal value of any class of share capital are as
follows:
Name of subsidiary company
Registered address
Holding
(shares)
Proportion of voting
rights and shares
held
Nature of business
Gresham Technologies (UK) Limited
Aldermary House, London,
England
Ordinary
100%
Software solutions
Gresham Technologies (Solutions) Limited
Aldermary House, London,
England
Ordinary
100%
Software solutions
C24 Technologies Limited
(4)
Aldermary House, London,
England
Ordinary
100%
Software solutions
Gresham Technologies (Australia) Pty
Limited
(3)
Level 6, 1 Pacific Highway,
North Sydney, Australia
Ordinary
100%
Software solutions
Gresham Technologies (TDI) Limited
(1,4)
Aldermary House, London,
England
Ordinary
100%
Software solutions
Gresham Technologies (Malaysia) SDN BHD
(1)
Level 7, Menara Milenium,
Jalan Damanlela, Malaysia
Ordinary
100%
Software solutions
Gresham Technologies (Singapore) Pte.
Limited
138 Cecil Street, Cecil
Court, Singapore
Ordinary
100%
Software solutions
Gresham Technologies (US) Inc
(1,3)
381 Park Ave S, New York,
US
Ordinary
100%
Software solutions
Gresham Enterprise Storage Inc
(1,3)
381 Park Ave S, New York,
US
Ordinary
100%
Software solutions
Electra Information Services Inc
(1,3)
381 Park Ave S, New York,
US
Ordinary
100%
Software solutions
Electra Solutions Inc.
(1,3)
381 Park Ave S, New York,
US
Ordinary
100%
Software solutions
Electra Information Services Limited
(1,4)
Aldermary House, London,
England
Ordinary
100%
Software solutions
Gresham Technologies (International)
Limited
(4)
Aldermary House, London,
England
Ordinary
100%
Holding company
Gresham Technologies (Holdings) SARL
6E route de Treves, L-
2633, Luxembourg
Ordinary
100%
Holding company
Gresham Technologies (Luxembourg) S.A.
(1)
6E route de Treves, L-
2633, Luxembourg
Ordinary
100%
Software solutions
GMS Loan Technologies Limited
(4)
Aldermary House, London,
England
Ordinary
100%
Software solutions
Inforalgo Information Technology Limited
(4)
Aldermary House, London,
England
Ordinary
100%
Software solutions
Gresham Consultancy Services Limited
(2)
Aldermary House, London,
England
Ordinary
100%
Dormant
Gresham Tech Limited
(2)
Aldermary House, London,
England
Ordinary
100%
Dormant
Gresham Telecomputing Limited
(2)
Aldermary House, London,
England
Ordinary
100%
Dormant
Circa Business Systems Limited
(2)
Aldermary House, London,
England
Ordinary
100%
Dormant
Cheerkeep Limited
(2)
Aldermary House, London,
England
Ordinary
100%
Dormant
(1) Held by a subsidiary undertaking.
(2) Subsidiary exempt from UK audit under section 480a of the Companies Act 2006.
(3) Subsidiary has no requirement for a local statutory audit.
(4) Subsidiary exempt from UK audit under section 479a of the Companies Act 2006.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 114
18. Current assets
2021
2020
£'000
£'000
Trade receivables
3,795
2,508
Prepayments
1,032
796
Other receivables
576
193
Trade and other receivables
5,403
3,497
Accrued income
1,234
447
Prepaid commission
431
476
Contract assets
1,665
923
Income tax receivable
1,204
-
Income tax receivable includes £1,045,000 for a research and development credit expected relating to the surrender of
tax losses for the year ending 31 December 2020.
Trade receivables are denominated in the following currencies:
2021
2020
£'000
£'000
Sterling
342
473
Euro
740
287
US Dollar
2,009
1,036
Singapore Dollar
-
85
Canadian Dollar
10
-
Australian Dollar
531
393
Malaysian Ringgit
163
234
Total trade receivables
3,795
2,508
Trade receivables are non-interest bearing and are generally on 30 to 60 day terms and are shown net of a provision for
impairment.
At 31 December, the analysis of trade receivables that were past due but not impaired is as follows:
Total
Due not
impaired
Past due but not impaired
<30
days
30-60
days
60-90
days
90-120
days
>120 days
£'000
£'000
£'000
£'000
£'000
£'000
£'000
2021
3,795
1,774
1,625
122
28
47
199
2020
2,508
1,462
601
-
445
-
-
The Group’s customers primarily comprise national and international banks, Government bodies and substantial private
and public companies. As a result, the credit quality of trade receivables that are neither past due nor impaired has been
assessed by the Directors to be relatively high, taking account of a low historical experience of bad debts and relatively
good ageing profiles.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 115
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade
receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar
risk characteristics to the trade receivables for similar types of contracts.
The expected loss rates are based on the Group’s historical credit losses experienced over the three year period prior to
the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic
factors affecting the Group’s customers, such factors include but are not limited to gross domestic product (“GDP”),
unemployment rate and inflation rates. The Group does not anticipate any expected losses and therefore have not provided
for any impairment.
19. Cash and cash equivalents
2021
2020
£'000
£'000
Cash at bank and in hand
9,139
8,876
Cash at bank earns interest at both fixed-term rates and floating rates based on daily bank deposit rates. Short-term
deposits are made for varying periods of between one day and three months depending on the immediate cash
requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash
equivalents is the same as stated above.
For the purpose of the consolidated statement of cash flow, cash and cash equivalents comprises cash at bank and in
hand and short-term deposits.
20. Trade, other payables, provisions and financial liabilities
Trade and other payables
Trade payables, other payables and contract liabilities are non-interest bearing.
Current
2021
2020
£'000
£'000
Trade payables
1,059
934
Other payables
6,509
3,339
Contract liabilities
12,048
11,030
19,616
15,303
2021
2020
£'000
£'000
Income tax payable
131
378
Non-current
2021
2020
£'000
£'000
Contract liabilities
60
66
Provisions
Property provisions
2021
2020
£'000
£'000
At 1 January
- Current
-
-

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 116
- Non-current
146
144
146
144
Foreign exchange movements
(2)
2
At 31 December
- Current
-
-
- Non-current
144
146
144
146
The provisions relate to the Group’s property portfolio and the resulting lease liabilities, comprising end-of-lease
dilapidation costs and empty property costs.
Contingent consideration
2021
2020
£'000
£'000
At 1 January
- Current
909
-
- Non-current
349
-
1,258
-
Payments made during the year
(923)
-
Increase in contingent consideration arising on the acquisition of Inforalgo
34
-
Arising on the acquisition of Inforalgo
-
1,258
Arising on the acquisition of Electra
6,938
-
Foreign exchange movements
212
-
At 31 December
7,519
1,258
Current
3,944
909
Non-current
3,575
349
7,519
1,258
21. Financial instruments
The Group is exposed through its operations to credit risk, interest rate risk, capital risk, liquidity risk and currency risk.
The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods used to measure them. Further quantitative information
in respect of these risks is presented throughout these financial statements. There have been no substantive changes in
the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the
methods used to measure them from previous periods unless otherwise stated in this note.
Categories of financial assets and liabilities
Set out below is an analysis by category of the Group’s financial assets and liabilities that are carried in the financial
statements (there is no material difference between the carrying amounts and fair values):
Fair value
Amortised
Total
through
cost
carrying
profit and loss
amount
2021
£'000
£'000
£'000
Financial assets
Trade receivables
-
3,795
3,795

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 117
Contract assets
-
1,665
1,665
Cash and cash equivalents
-
9,139
9,139
-
14,599
14,599
Financial liabilities
Trade payables
-
1,059
1,059
Contingent consideration
-
7,519
7,519
Other payables
-
6,509
6,509
-
15,087
15,087
Fair value
Amortised
Total
through
cost
carrying
profit and loss
amount
2020
£'000
£'000
£'000
Financial assets
Trade receivables
-
2,508
2,508
Contract assets
-
923
923
Cash and cash equivalents
-
8,876
8,876
-
12,307
12,307
Financial liabilities
Trade payables
-
934
934
Contingent consideration
-
1,258
1,258
Other payables
-
3,339
3,339
-
5,531
5,531
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit
loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade
receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar
risk characteristics to the trade receivables for similar types of contracts.
The expected loss rates are based on the Group’s historical credit losses experienced over the three-year period prior to
the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic
factors affecting the Group’s customers.
As at 31 December 2021 and 31 December 2020 the Group held no foreign exchange instruments.
Objectives, policies and strategies
The Group’s objective is to finance the business through management of existing liquidity, focusing on working capital
acceleration to cash and converting illiquid assets to liquid assets and, ultimately, cash. Investments in non-current assets
have been made with the benefit of research and development tax credits taken as cash.
The Group’s policy towards using financial instruments is to manage credit, liquidity and currency exposure risk without
exposing the Group to undue risk or speculation. The policy is kept under review by the Directors according to the Group’s
foreign exchange and treasury policy.
Risk management
The risks arising from the Group’s operations and financial instruments are explained below.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 118
Credit management
The Group monitors exposure to credit risk on an ongoing basis. The risk of financial loss due to a counterparty failure to
honour its obligations arises principally in relation to transactions where the Group provides solutions and services on
deferred terms and where it invests or deposits surplus cash.
Group policies are aimed at minimising such losses, and require that deferred terms are granted only to customers who
demonstrate an appropriate payment history and satisfy creditworthiness procedures. Individual exposures are monitored
with customers subject to credit limits to ensure that the Group’s exposure to provisions for bad debts is not significant.
Solutions and services may be sold on a cash-with-order basis to mitigate credit risk. Bad debt provision insurance is not
carried.
Performance of individual businesses is monitored at both operating unit and Group level allowing the early identification
of major risks and reducing the likelihood of an unmanaged concentration of credit risk.
Cash investments are only allowed in liquid securities with major financial institutions that satisfy specific criteria. The
maximum credit risk exposure at the statement of financial position date is represented by the carrying value of financial
assets. There are no significant concentrations of credit risk.
Interest rate risk
The Group has limited exposure to interest rate risk since it has no bank borrowings and interest receivable on cash
deposits does not form a material part of Group income.
Capital risk
The Group defines its capital as the Group’s total equity and manages capital based on the level of net cash held. Its
objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders, to provide an adequate return to investors based upon the level of risk undertaken, to have
available the necessary financial resources to allow the Group to invest in areas that may deliver future benefit to investors
and to maintain sufficient financial resources to mitigate risks and unforeseen events.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to provide additional
capital.
Liquidity risk
The Group’s liquidity risk falls within the following main categories:
• Trade receivables - a significant element of the Group’s liquidity is tied up in working capital, which primarily
comprises trade receivables. The settlement risk associated with these assets comprises both credit risk (the risk
that the counterparty will not settle at all) and liquidity risk (the risk that the counterparty will not settle on time).
• Non-current assets - a significant element of the Group’s liquidity is tied up in intangible and tangible fixed assets.
For those assets required in the business for day to day operations, the Group considers the use of finance lease
arrangements to reduce the amount of liquidity tied up in such assets. The Group keeps its investment in fixed
assets under review and actively considers converting such assets to more liquid assets.
• Other payables – the Group’s liquidity depends on the ability to fund future operating activities, the Group believes
that there is sufficient cash reserves to cover any short and long-term requirements.
• Currency risk - this risk is discussed below.
The table below summarises the remaining contractual maturity for the Group’s financial liabilities, based on contractual
undiscounted payments:
Between
Between
Between 0 and 3
months
Between 3 and
12 months
one and two
two and five
years
years
2021
£'000
£'000
£'000
£'000

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 119
Trade payables
1,059
-
-
-
Other payables
5,638
871
-
-
Contingent consideration
369
3,575
3,575
-
Lease liabilities
161
481
394
376
7,227
4,927
3,969
376
Between
Between
Between 0 and 3
months
Between 3 and
12 months
one and two
two and five
years
years
2020
£'000
£'000
£'000
£'000
Trade payables
934
-
-
-
Other payables
2,715
-
-
-
Contingent consideration
-
909
349
-
Lease liabilities
133
402
506
498
3,782
1,311
855
498
All current liabilities are expected to fall due within one year of the statement of financial position date at their carrying
amount.
The Group monitors and controls liquidity through the following key controls:
• weekly cash and overdue trade receivables are reported to the Executive Board;
• cash forecasts are maintained;
• foreign exchange risks are hedged where significant; and
• credit control is operated locally with Group oversight.
Where appropriate, discounts are offered for early payment by customers and finance lease and deferred payment
arrangements are considered to retain or improve liquidity.
In June 2021 the Group arranged a $10m revolving credit facility with the Bank of Ireland, this facility has not been used
during the period and there was no outstanding liability as at 31 December 2021.
Liquidity risk is not considered as a significant risk to the Group.
Currency risk
The Group has significant exposures to the following currencies: US Dollar, Australian Dollar, Euro, Malaysian Ringgit,
Singapore Dollar and South African Rand.
Currency exposure arises through intra-group loans and trading balances throughout all Group locations. Natural hedging
is employed, to the extent possible, to minimise net exposures; however, where significant exposures arise outside of
intra-group trading, it is Group policy to enter into formal hedging arrangements where these can be shown to be effective.
At 31 December 2021, the Group had no foreign currency forward contracts (2020: none).
Currency exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the
functional currency of the operating unit involved. In general, all overseas operating units trade and hold assets and
liabilities in their functional currency.
An analysis of trade receivables by currency is included in note 18.
Sensitivities

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 120
The following table details the Group’s sensitivities to a change in Sterling exchange rates against the respective foreign
currencies. The sensitivities represent management’s assessment of the effect on monetary assets of the possible
changes in foreign exchange rates, which for 2021 and 2020 take account of the potential fluctuations seen in the most
recent periods. The sensitivity analysis of the Group’s exposure to foreign currency risk at the year end has been
determined based on the assumption that the change is effective throughout the financial year and all other variables
remain constant. The impact of translating the net assets of foreign operations into Sterling is excluded from the sensitivity
analysis.
A positive number indicates an increase in profit after taxation and other components of equity where Sterling weakens
against the respective currencies.
Net foreign
currency
financial assets
Increase/decrease in
exchange rates
Effect on profit before
tax
2021
£’000
£'000
Euro
1,000
+20%
(167)
-20%
250
Australian Dollar
4,723
+20%
(787)
-20%
1,181
US Dollar
4,492
+20%
(749)
-20%
1,123
Malaysian Ringgit
285
+20%
(48)
-20%
71
Singapore Dollar
31
+20%
(5)
-20%
8
South African Rand
24
+20%
(4)
-20%
6
Net foreign
currency financial
assets
Increase/decrease in
exchange rates
Effect on profit before
tax
2020
£’000
£'000
Euro
397
+20%
(66)
-20%
99
Australian Dollar
4,168
+20%
(695)
-20%
1,042
US Dollar
3,716
+20%
(619)
-20%
929
Malaysian Ringgit
310
+20%
(52)
-20%
77
Singapore Dollar
112
+20%
(19)
-20%
28
South African Rand
26
+20%
(4)
-20%
7
The Group has no material exposure to interest rate sensitivities; however, in addition to the year-end risk quantified we
remain susceptible to the changes on foreign exchange rates on our future currency cash inflows and outflows which
although are notable, are mitigated through the use of forward exchange contracts from time to time and are not anticipated
to materially affect the earnings in the future periods.
22. Issued share capital

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 121
Ordinary shares allotted, called up and fully paid
Number
Nominal value
£'000
At 1 January 2020
68,256,458
3,413
Exercise of share options (note 23)
1,900,000
95
At 31 December 2020
70,156,458
3,508
Exercise of share options (note 23)
83,000
4
Issue of new shares
13,125,000
656
At 31 December 2021
83,364,458
4,168
The Company’s ordinary share capital consists of individual shares having a nominal value of 5 pence each.
During the year ended 31 December 2021, share options granted under share option schemes were exercised at a price
of 28.05 pence and the Group issued 83,000 (2020: 1,900,000) ordinary shares accordingly (ranking pari passu with
existing shares in issue). Share premium of £61,000 was recognised as a result.
In June 2021 the Company issued 13,125,000 ordinary shares at a price of 160 pence (ranking pari passu with existing
shares in issue). Share premium of £19,474,000 was recognised as a result after deduction of £870,000 directly
attributable expenses.
At 31 December 2021 and 2020 there were outstanding options granted to acquire ordinary shares in the Company. See
note 23 for further details.
There are no preference shares in issue (2020: none).
An explanation of the Group’s capital management process and objectives is set out in the discussion of capital
management in the Strategic Report and capital risk disclosures in note 21.
Shares held by Employee Share Ownership Trust (“ESOT”)
£’000
Number
At 1 January 2020
945
976,596
Issue of shares
(167)
(144,996)
At 31 December 2020
778
831,600
Issue of shares
(169)
(202,292)
At 31 December 2021
609
629,308
The shares held by the ESOT are expected to be issued under share option contracts. The shares are held at the average
purchase price.
23. Share-based payments
The following disclosures are in respect of both the Company and the Group.
The grant of all options and awards is made by the remuneration committee and such grants involve equity settlement. In
granting executive share options the remuneration committee has regard to both the participant's level of responsibility
within the Group and to individual and Group performance.
Share Option Schemes
The Share Option Schemes 2010 were approved by shareholders on 30 December 2010, with amendments subsequently
approved by shareholders on May 2012 and February 2015. The scheme was created for a ten year period and expired
in December 2020 replaced by the Share Option Scheme 2020.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 122
No share options have been granted under the 2010 scheme during the year and no options will be granted in the future.
The 2010 schemes consisted of:
• the Gresham Technologies plc Enterprise Management (“EMI”) Incentive Plan 2010;
• the Gresham Technologies plc Unapproved Share Option Plan 2010; and
• the Gresham Technologies plc Non-Employee Share Option Plan 2010.
As its name implies, the EMI Plan operates as an enterprise management incentive scheme complying with the EMI Code
and accordingly being entitled to certain beneficial tax treatment.
The Unapproved Plan enables the remuneration committee to grant share options in excess of the limits applicable under
the EMI Code and/or to employees of the Group who do not qualify for EMI treatment.
The Non-Employee Plan enables the remuneration committee to grant share options to persons whose services are made
available to the Group without an employment relationship.
The remuneration committee is responsible for administering the Share Option Schemes and may grant options to acquire
ordinary shares to any employees and Directors of the Group, and retains discretion to impose exercise performance
conditions as appropriate. Options are granted free of charge and are non-transferable.
The exercise price per ordinary share is determined by the remuneration committee.
Options may normally be exercised only on or after the third anniversary of the date of grant subject to completion of any
relevant performance criteria, save to the extent that the remuneration committee in its discretion declares any other period
for exercise and will lapse on cessation of such employment, save again to the extent the remuneration committee in its
discretion allows it to remain exercisable for such period following the cessation as it may determine.
Exercise is permitted in conjunction with a takeover or similar transaction and in such circumstances the vesting period
does not apply. In the event of a takeover, an option holder may, by agreement with the acquirer, exchange their options
for options over shares in the acquiring Company.
A new long-term incentive performance share plan, the 2020 share option scheme, was approved by shareholders in
December 2020. The plan enables the remuneration committee to grant share options to key employees following the
expiry of the Share Option Plan 2010 on 29 December 2020. Any conditional share award is granted on an ad hoc
discretionary basis at nil cost to the participant. The share award will vest on the later of a three year vesting period and
the achievement of objective performance targets which will be specified by the remuneration committee.
950,500 (2020: nil) share options have been awarded in the year to 31 December 2021 under the 2020 share option
scheme.
At 31 December 2021, 48 participants held awards under the share option schemes (2020: 19).
Outstanding options to subscribe for ordinary shares of 5 pence at 31 December 2021, including those noted in the
Directors' Remuneration Report, are as follows:
2021
Number
WAEP
2020
Number
WAEP
(pence)
(pence)
Outstanding at 1 January
2,588,000
123
4,498,000
81
Granted during the year
950,500
5
75,000
152
Forfeited during the year
-
-
(85,000)
(61)
Exercised during the year
(83,000)
(79)
(1,900,000)
(28)
Outstanding at 31 December
3,455,500
92
2,588,000
123
Exercisable at 31 December
2,255,000
125
2,138,000
114
Weighted average remaining contractual life (years)
6.10
4.90

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 123
During the year 83,000 options were exercised during the period when the Company share price was between 152 pence
and 161 pence.
No price is payable on award of share options.
Outstanding options and awards to subscribe for ordinary shares of 5 pence at 31 December 2021, including those noted
in the Directors' Remuneration Report showing the range of exercise prices and dates, are as follows:
Number
Date of
Exercise
Date first
Expiry
Cash
of share
grant
price
exercisable
date
receivable if
options
£
exercised £
Share Option Schemes 2010
45,000
15-Aug-12
0.6850
15-Aug-15
15-Aug-22
30,825
225,000
01-Aug-13
0.9630
01-Aug-16
01-Aug-23
216,675
50,000
07-Oct-13
1.3230
07-Oct-16
07-Oct-23
66,150
1,500,000
01-Jun-15
1.1057
01-Jun-18
01-Jun-25
1,658,550
50,000
21-Jun-16
1.0945
21-Jun-19
21-Jun-26
54,725
140,000
20-Mar-17
1.7352
20-Mar-20
20-Mar-27
242,928
45,000
28-Nov-17
2.1505
28-Nov-20
28-Nov-27
96,773
200,000
14-Mar-18
2.2715
14-Mar-21
14-Mar-28
454,300
100,000
28-Mar-19
0.9720
28-Mar-22
28-Mar-29
97,200
75,000
25-Oct-19
1.2210
25-Oct-22
25-Oct-29
91,575
75,000
24-Dec-20
1.5180
24-Dec-23
24-Dec-30
113,850
Share Option Schemes 2020
950,500
21-Oct-21
0.0500
4,753
3,455,500
3,128,304
Outstanding options to subscribe for ordinary shares of 5 pence at 31 December 2020, including those noted in the
Directors' Remuneration Report showing the range of exercise prices and dates, are as follows:
Number
Date of
Exercise
Date first
Expiry
Cash
of share
grant
price
exercisable
date
receivable if
options
£
exercised £
Share Option Schemes 2010
38,000
05-Aug-11
0.5803
05-Aug-14
05-Aug-21
22,051
45,000
15-Aug-12
0.6850
15-Aug-15
15-Aug-22
30,825
270,000
01-Aug-13
0.9630
01-Aug-16
01-Aug-23
260,010
50,000
07-Oct-13
1.3230
07-Oct-16
07-Oct-23
66,150
1,500,000
01-Jun-15
1.1057
01-Jun-18
01-Jun-25
1,658,550
50,000
21-Jun-16
1.0945
21-Jun-19
21-Jun-26
54,725
140,000
20-Mar-17
1.7352
20-Mar-20
20-Mar-27
242,928
45,000
28-Nov-17
2.1505
28-Nov-20
28-Nov-27
96,773
200,000
14-Mar-18
2.2715
14-Mar-21
14-Mar-28
454,300
100,000
28-Mar-19
0.9720
28-Mar-22
28-Mar-29
97,200
75,000
25-Oct-19
1.2210
25-Oct-22
25-Oct-29
91,575
75,000
24-Dec-20
1.5180
24-Dec-23
24-Dec-30
113,850
2,588,000
3,188,937
The fair value of equity-settled share options granted by the Share Option Schemes are estimated as at the date of grant
using a Black Scholes model, taking into account the terms and conditions upon which the options were granted.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 124
The following table lists the range of inputs to the model used for the grants made during the year:
Vesting date
21-Oct-24
Expiry date (number of years after grant)
10
Exercise price
£0.05
Share price at valuation
£1.72
Vested options' expected life
5.8 years
Volatility
30%
Dividend yield
0%
Risk free rate
1.0%
Impact of continued employment conditions
0%
Vesting of options is reliant on achievement of any relevant performance conditions set by the remuneration committee,
which typically take the form of sales-based targets and share price growth.
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement
of fair value.
Deferred Share Bonus Plan 2017
The Deferred Share Bonus Plan operates in conjunction with the annual cash bonus scheme, a percentage of each
participating employee’s net annual bonus entitlement will continue to be paid in cash with the remaining amount of the
bonus being paid to the trustee of a newly established employee benefit trust which will have been constituted to acquire
existing issued ordinary shares and facilitate the Deferred Share Bonus Plan. These bonus-related shares will be
beneficially owned by each participant but held by the trustee as its nominee.
At the same time, a corresponding matching award will be made by the Company, entitling the participant to receive, at nil
cost, an entitlement to further ordinary shares. These awards will vest subject to the following conditions:
• the related bonus shares being retained for a specified period;
• any relevant performance targets being met; and
• the participant remaining in employment with the Gresham Group until the end of the specified retention period.
Due to the establishment of the employee benefit trust, which will acquire existing issued ordinary shares, the Deferred
Share Bonus Plan will be non-dilutive to existing shareholders above the levels permitted by the Investment Association’s
remuneration guidelines.
On 31 March 2021 125,526 share options were granted at nil cost with two-year and three-year vesting periods; the options
expire March 2031.
Share-based payments
The expense recognised in the income statement for all equity-settled share-based payments in respect of employee
services received is as follows:
2021
2020
£'000
£'000
Expense recognised in respect of share-based payments
369
220

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 125
24. Business Combinations during the period
On 22 June 2021 Gresham Technologies plc acquired the entire ordinary share capital in Electra Information Systems,
Inc., a specialist in connectivity and intelligent automation solutions for financial services institutions enabling straight
through processing and real-time regulatory reporting.
The initial consideration was £17,778,000 with an additional £1,991,000 consideration paid to settle outstanding liabilities.
Contingent consideration dependent on performance of up to £6,936,000 is payable over a 24 month period post
acquisition. The maximum potential consideration is £26,701,000.
The amounts recognised in respect of identifiable assets and liabilities assumed are set out in the table below:
Book value
Adjustments
Fair value
£'000
£'000
£'000
Intangible assets
Customer relationships
-
11,800
11,800
Software
-
4,959
4,959
Property, plant and equipment
10
-
10
Right-of-use assets
285
-
285
Trade and other receivables
1,645
-
1,645
Cash and cash equivalents
130
-
130
Trade and other liabilities
(2,051)
-
(2,051)
Lease liabilities
(297)
-
(297)
Deferred tax liability
-
(4,055)
(4,055)
Total net (liabilities)/assets
(278)
12,704
12,426
Satisfied as follows:
Cash
19,769
Contingent consideration
6,936
Total consideration
26,705
Goodwill (note 14)
14,279
Analysis of cash flows on acquisition:
Net cash acquired
(130)
Cash paid
19,769
Net cash flow
19,639
Fair value of consideration paid:
Cash
19,769
Contingent consideration due less than one year
3,468
Contingent consideration due more than one year
3,468
Total consideration
26,705
The goodwill recognised above is attributable to intangible assets that cannot be individually separately and reliably
measured due to their nature. These items include the expected value of synergies and assembled workforce.
Acquisition costs of £1,579,000 were incurred during the year ended 31 December 2021 as a result of the acquisition of
Electra. These costs have been recognised as exceptional costs within the Income Statement.

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 126
From the date of acquisition, Electra has contributed revenue of £5,647,000 to the Group and operating profit of
£1,352,000. If the acquisition had occurred on 1 January 2021, Group revenue would have been £41,747,000 and Group
operating profit £1,345,000.
Contingent consideration
As part of the sale and purchase agreement, contingent consideration is payable up to £6,936,000 with the maximum
amount payable if the Annual Recurring Revenues are £9,185,000 24 months after acquisition. The consideration is
payable on a straight-line basis with no lower threshold with 50% payable in June 2022 and the balance payable in June
2023. Due to the nature of these payments Management has performed a review and estimates that the full amount of
contingent consideration is expected to be paid. As result, contingent consideration has been recognised in full in the
statement of financial position, with £3,468,000 due in less than one year and £3,468,000 due in more than one year.
25. Reserves
Share capital
The balance classified as share capital represents the nominal value arising from the issue of the Company’s equity share
capital, comprising 5 pence ordinary shares.
During the year ended 31 December 2021, share options granted under the 2010 Share Option Plans were exercised and
the Group issued 83,000 (2020: 1,900,000) ordinary shares accordingly (ranking pari passu with existing shares in issue).
See note 22 for further details.
In June 2021 the Company issued 13,125,000 ordinary shares at a price of 160 pence (ranking pari passu with existing
shares in issue).
Share premium account
The balance classified as share premium represents the premium arising from the issue of the Company’s equity share
capital, comprising 5 pence ordinary shares, net of share issue expenses. There are restrictions on the use of the share
premium account. It can only be used for bonus issues, to provide for the premium payable on redemption of debentures,
or to write off preliminary expenses, or expenses of, or commissions paid on, or discounts allowed on, the same issues of
shares or debentures of the Company.
Own share reserve
Weighted average cost of own shares held in trust by the ESOT.
Other reserves
The balance classified as other reserves comprises a special reserve of £536,000. The special reserve arose on the
cancellation of deferred ordinary shares in June 1992. In 2018, 134,440 shares were issued as part consideration for the
acquisition of B2 Group at a placing price of £1.71. The excess over the nominal value of the shares issued has been
credited to other reserves (merger reserve) in compliance with s612 and s613 of the Companies Act 2006.
Foreign currency translation reserve
The currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
Retained earnings
All other net gains and losses and transactions with owners (e.g. dividends) that are not recognised elsewhere.
26. Capital commitments
There were no capital commitments at 31 December 2021 (2020: none).

Notes to the financial statements
Gresham Technologies plc
Annual Financial Report 2021 127
27. Related party transactions
Key management compensation (including Directors)
2021
2020
£'000
£'000
Directors’ emoluments
Remuneration
648
618
Social security costs
145
100
Bonuses
401
180
Pension
22
22
Share-based payments
116
68
1,332
988
Details of Directors’ compensation are included in the Directors’ Remuneration Report.
There is no single party known that the Directors consider to be a controlling shareholder or ultimate parent undertaking.
Refer to page 66 for details of all significant shareholders that the Company has been notified of.
28. Events after the reporting date
A dividend of 0.75 pence per share has been approved by the Board to propose to shareholders at the Annual General
Meeting.

Company balance sheet
Gresham Technologies plc
Annual Financial Report 2021 128
At 31
December
At 31
December
2021
2020
Notes
£'000
£'000
Fixed assets
Lease receivable
8
945
1,134
Deferred tax asset
9
-
18
Investments
5
41,638
20,466
42,583
21,618
Current assets
Debtors
6
39,000
34,756
Cash at bank and in hand
643
2,996
39,643
37,752
Creditors: amounts falling due within one year
7
(42,253)
(36,798)
Net current (liabilities)
(2,610)
954
Total assets less current liabilities
39,973
22,572
Contingent consideration due more than one year
7
-
(349)
Creditors: amounts falling due more than one year
7
(553)
(705)
Total assets less liabilities
39,420
21,518
Capital and reserves
Called up share capital
10
4,168
3,508
Share premium
11
23,876
4,341
Own share reserve
10
(609)
(778)
Special reserve
11
313
313
Merger reserve
11
1,583
1,583
Profit and loss account
11
10,089
12,551
Shareholders' funds - equity interests
39,420
21,518
The Company made a retained loss in the year of £2,309,000 (2020: £2,381,000).
The financial statements were approved by the Board of Directors and authorised for issue on 7 March 2022.
On behalf of the Board
Ian Manocha Tom Mullan
Chief Executive Chief Financial Officer
7 March 2022 7 March 2022
DocuSign Envelope ID: BB8DFBB0-2E16-4C63-B3F9-138A47D638FF

Company statement of changes in equity
Gresham Technologies plc
Annual Financial Report 2021 129
Notes
Share
capital
Share
premium
Own
shares
Special
reserve
Merger
reserve
Profit and
loss account
Total
£'000
£'000
£’000
£'000
£'000
£'000
£'000
At 1 January 2020
3,413
3,903
(945)
313
1,583
15,218
23,485
Exercise of share options
10
95
438
-
-
-
-
533
Share-based payments
14
-
-
-
-
-
220
220
Transfer of own shares held by Employee
Share Ownership Trust to employees
10
-
-
167
-
-
-
167
Dividend paid
4
-
-
-
-
-
(506)
(506)
Retained loss for the year
-
-
-
-
-
(2,381)
(2,381)
At 31 December 2020
3,508
4,341
(778)
313
1,583
12,551
21,518
Issue of equity shares
656
20,344
-
-
-
-
21,000
Share issue costs
-
(870)
-
-
-
-
(870)
Exercise of share options
10
4
61
-
-
-
-
65
Share-based payments
14
-
-
-
-
-
369
369
Transfer of own shares held by Employee
Share Ownership Trust to employees
10
-
-
169
-
-
-
169
Dividend paid
4
-
-
-
-
-
(522)
(522)
Retained loss for the year
-
-
-
-
-
(2,309)
(2,309)
At 31 December 2021
4,168
23,876
(609)
313
1,583
10,089
39,420

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 130
1. Accounting policies
Basis of preparation
The Company financial statements of Gresham Technologies plc (the “Company”) have been prepared in accordance with
Financial Reporting Standard 100 “Application of Financial Reporting Requirements” and Financial Reporting Standard
101 “Reduced Disclosure Framework” and as required by the Companies Act 2006.
The financial statements are prepared under the historical cost convention as modified for financial instruments that are
measured at fair value and were approved for issue on 7 March 2022.
No income statement is presented by the Company as permitted by section 408 of the Companies Act 2006. For the year
ended 31 December 2021, the Company recorded a retained loss of £2,309,000 (2020: loss £2,381,000).
The balance sheet heading relating to the Company’s investments in subsidiaries has been amended to “Fixed assets”
from “Non-current assets” to be consistent with the Company’s presentation of its balance sheet in accordance with the
balance sheet formats of the Companies Act 2006. Assets are classified in accordance with the definitions of fixed and
current assets in the Companies Act instead of the presentation requirements of IAS 1 Presentation of Financial
Statements.
Going concern
The Group and the Company’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Strategic report on pages 3 to 40.
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue
in operational existence for a period of at least twelve months from the date of approval of the financial statements. For
this reason, they continue to adopt the going concern basis in preparing the Annual Financial Report 2021.
Disclosure exemptions adopted
In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS
101. Therefore these financial statements do not include:
• certain comparative information as otherwise required by adopted IFRSs;
• certain disclosures regarding the Company's capital;
• a statement of cash flows;
• the effect of future accounting standards not yet adopted;
• the disclosure of the remuneration of key management personnel; and
• disclosure of related party transactions with other wholly owned members of the Gresham Technologies plc
Group.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent
disclosures are included in the consolidated financial statements. These financial statements do not include certain
disclosures in respect of:
• share-based payments;
• business combinations;
• assets held for sale and discontinued operations; and
• impairment of assets.
Investments
Investments are recorded at cost less provision for impairment.

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 131
Financial assets
Impairment of financial assets
The Company assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
Assets carried at amortised cost
These assets arise principally from the provision of services to the Company’s subsidiary, but also incorporate other types
of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual
cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs
that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment.
Impairment provisions from related parties and loans to related parties are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the amount of the provision is based on whether there
has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the financial asset, twelve-month expected credit losses along
with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired,
lifetime expected credit losses along with interest income on a net basis are recognised.
The Company's financial assets measured at amortised cost comprise intercompany receivables and cash and cash
equivalents in the consolidated statement of financial position.
Cash and cash equivalents include cash in hand for the purpose of the statement of cash flows - bank overdrafts. Bank
overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.
Taxation
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities, based on tax rates and laws that are enacted or substantively enacted by the statement of financial position
date.
Research and development tax credits are recognised on an accruals basis and recorded as a credit in the taxation line
of the income statement.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the financial statements, with the following exceptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or
loss;
• in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures,
where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future; and
• deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply when the related asset
is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the statement of financial
position date.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date. Deferred
income tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against
current tax liabilities, the deferred income taxes relate to the same taxation authority and that authority permits the Group
to make a single net payment.

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 132
Income tax is charged or credited to other comprehensive income or directly to equity if it relates to items that are credited
or charged to other comprehensive income or directly to equity. Otherwise, income tax is recognised in the income
statement.
Foreign currencies
Transactions denominated in foreign currencies are translated at an approximation of the exchange rate ruling on the date
of the transaction.
Assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling on the balance sheet
date. Resulting exchange gains and losses are taken to the income statement.
Related party transactions
The Company has taken advantage of the exemption under FRS 101 from disclosing related party transactions with entities
that are wholly owned subsidiary undertakings of the Gresham Technologies plc Group.
Share-based payments – equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they
are granted and is recognised in the Company financial statements as a capital contribution to the subsidiaries for whom
the employees perform services, with the credit entry being made to reserves, over the vesting period, which ends on the
date on which the relevant employees become fully entitled to the award.
Fair value of awards with a market condition-based performance target is determined by an external valuer using a Monte
Carlo simulation pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other
than conditions linked to the price of the shares of the Company (market conditions). Fair value of awards with a financial
result-based performance target is determined by management using the Black Scholes pricing model.
No capital contribution is recognised for awards that do not ultimately vest, except for awards where vesting is conditional
upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied,
provided that all other vesting conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the
vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions
and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market
condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance
sheet date is recognised as a capital contribution, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled
award, the cost based on the original award terms continues to be recognised as a capital contribution over the original
vesting period. In addition, an expense is recognised as a capital contribution over the remainder of the new vesting period
for the incremental fair value of any modification, based on the difference between the fair value of the original award and
the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this
difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not
yet recognised in the income statement for the award is recorded as a capital contribution immediately. Any compensation
paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over
fair value being treated as a capital contribution in the balance sheet.
Employee Share Ownership Trust (ESOT)
The Company is deemed to have control of its ESOT therefore the investment in the Company’s shares is deducted from
equity. The shares are valued at the average purchase price.

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 133
2. Auditor’s remuneration
The figures within the auditor’s remuneration note in the Gresham consolidated financial statements include fees charged
by the Company’s auditor to Gresham Technologies plc in respect of audit and non-audit services. As such, no separate
disclosure has been given above.
3. Directors’ remuneration
Information concerning Directors’ remuneration and gains on exercise of share options can be found in the Directors’
Remuneration Report beginning on page 54 and in note 8 to the Group financial statements. There are no staff employed
or costs recognised in relation to the Parent Company.
4. Dividends paid and proposed
The final dividend for the year ended 31 December 2020 was approved at the Company Annual General Meeting on 10
May 2021 and paid on 20 May 2021 of 0.75 pence per share, equating to a total of £522,000. The Company will be
proposing a final dividend for approval at the AGM for the year ended 31 December 2021 of 0.75 pence per share.
5. Investments
2021
2020
Investment in subsidiaries
£'000
£'000
Cost
At 1 January
34,058
30,538
Acquisitions
23,866
3,300
Disposals
(3,063)
-
Capital contribution - share-based payments
369
220
At 31 December
55,230
34,058
Impairment provisions
At 1 January
13,592
13,592
At 31 December
13,592
13,592
Net book value
At 31 December
41,638
20,466
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are
included within note 17 to the Group financial statements.
6. Debtors
2021
2020
£'000
£'000
Amounts owed by subsidiary undertakings
38,904
34,635
Other receivables
-
114
Prepayments and accrued income
96
7
39,000
34,756
All amounts that fall due for repayment within one year and are presented within current assets as required by the
Companies Act. The loans to Group companies are repayable on demand with no fixed repayment date although it is
noted that a significant proportion of the amounts may not be sought for repayment within one year depending on activity
in the group companies.
7. Creditors

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 134
Amounts falling due within one year
2021
2020
£'000
£'000
Amounts owed to subsidiary undertakings
41,447
35,320
Lease liabilities
313
320
Trade creditors
50
245
Contingent consideration
379
909
Other creditors and accruals
64
4
42,253
36,798
Amounts falling due more than one year
2021
2020
£'000
£'000
Lease liabilities
553
705
2021
2020
£'000
£'000
Contingent consideration
-
349
8. Leases
The Company holds a number of leases in respect of office buildings which are utilised by subsidiary companies. These
leases are disclosed within the Company as a lease receivable, representing the amounts due from the subsidiaries in
respect of these leases.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term with
the discount rate determined by reference to the Group’s incremental external borrowing rate, 3.1%. Subsequent to the
initial measurement lease liabilities are increased as a result of interest charged and reduced for lease payments made.
The table below represents the maturity of the lease receivable:
2021
2020
£'000
£'000
Less than 3 months
78
77
3 to 12 months
233
238
1 to 2 years
237
309
2 to 5 years
397
510
Total
945
1,134

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 135
Lease liabilities
Total
£'000
At 1 January 2020
746
Cash items:
Lease payments
(332)
Non-cash items:
Additions
586
Interest expense
25
At 31 December 2020
1,025
Cash items:
Lease payments
(308)
Non-cash items:
Additions
232
Disposals
(109)
Interest expense
26
At 31 December 2021
866
2021
2020
£'000
£'000
Due between 0-3 months
73
80
Due between 3-12 months
240
240
Due less than one year
313
320
Due more than one year
553
705
Lease liabilities
866
1,025
9. Deferred tax
The Company has a recognised deferred tax asset as follows:
2021
2020
£'000
£'000
As at 1 January
18
211
Movement in the period within the income statement
(18)
(193)
As at 31 December
-
18
Comprising:
Tax losses
-
18
-
18
10. Issued share capital
Ordinary shares allotted, called up and fully paid
Number
Nominal
value
£'000
At 1 January 2020
68,256,458
3,413
Exercise of share options
1,900,000
95
At 31 December 2020
70,156,458
3,508
Exercise of share options
83,000
4
Issue of new shares
13,125,000
656
At 31 December 2021
83,364,458
4,168

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 136
The Company’s ordinary share capital consists of individual shares having a nominal value of 5 pence each.
During the year ended 31 December 2021, share options granted under the 2010 Share Option Plans were exercised and
the Group issued 83,000 (2020: 1,900,000) ordinary shares accordingly (ranking pari passu with existing shares in issue).
See note 22 of the Group financial statements for further details.
At 31 December 2021 and 2020 there were outstanding options granted to acquire ordinary shares in the Company. See
note 22 of the Group financial statements for further details.
There are no preference shares in issue (2020: none).
Shares held by Employee Share Ownership Trust (“ESOT”)
£’000
Number
At 1 January 2020
945
976,596
Issue of shares
(167)
(144,996)
At 31 December 2020
778
831,600
Issue of shares
(169)
(202,292)
At 31 December 2021
609
629,308
The shares held by the ESOT are expected to be issued under share option contracts. The shares are held at the average
purchase price.
11. Reserves
Share capital
The balance classified as share capital represents the nominal value arising from the issue of the Company’s equity share
capital, comprising 5 pence ordinary shares.
During the year ended 31 December 2021, share options granted under the 2010 Share Option Plans were exercised and
the Group issued 83,000 (2020: 1,900,000) ordinary shares accordingly (ranking pari passu with existing shares in issue).
See note 22 of the Group financial statements for further details.
In June 2021 the Company issued 13,125,000 ordinary shares at a price of 160 pence (ranking pari passu with existing
shares in issue).
Share premium
The balance classified as share premium represents the premium arising from the issue of the Company’s equity share
capital, comprising 5 pence ordinary shares, net of share issue expenses. There are restrictions on the use of the share
premium account. It can only be used for bonus issues, to provide for the premium payable on redemption of debentures,
or to write off preliminary expenses, or expenses of, or commissions paid on, or discounts allowed on, the same issues of
shares or debentures of the Company.
Own share reserve
Weighted average cost of shares held in trust by the ESOT.
Special reserve
The special reserve arose on the cancellation of deferred ordinary shares in June 1992.
Merger reserve
The merger reserve arose on issue of shares in respect of acquisitions and mergers in the period 1992 to 1999 and in
2018.

Notes to the Company financial statements
Gresham Technologies plc
Annual Financial Report 2021 137
Profit and loss account
All other net gains and losses and transactions with owners (e.g. dividends) that are not recognised elsewhere.
12. Capital commitments
There were no capital commitments at 31 December 2021 (2020: none).
13. Contingent liabilities
In the normal course of business, the Company has issued general guarantees in respect of the contractual obligations of
certain subsidiary undertakings. The Company has assessed the risk of defaults by subsidiary undertakings and should
Gresham Technologies plc have to assume the debt and make settlement, the appropriate provisioning would be provided
for within the Company.
14. Share-based payments
Share-based payments in respect of both the Company and the Group are disclosed in note 23 of the consolidated financial
statements.
15. Related party transactions
The Company is exempt from disclosing transactions within the wholly owned subsidiaries in the Group. Other related
party transactions are included within those given in note 27 of the Group financial statements.

Corporate information
Gresham Technologies plc
Annual Financial Report 2021 138
Registered office
Aldermary House
10–15 Queen Street
London
EC4N 1TX
Broker and financial adviser
Singer Capital Markets Limited
One Bartholomew Lane
London
EC2N 2AX
Auditor
BDO LLP
Arcadia House
Maritime Walk
Ocean Village
Southampton
SO14 3TL
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Solicitors
Blake Morgan LLP
Tollgate
Chandler's Ford
Eastleigh
SO53 3LG
Bankers
HSBC Bank plc
55 Above Bar Street
Southampton
SO14 7DZ
Annual General Meeting
10 May 2022
Singer Capital Markets Limited
One Bartholomew Lane
London
EC2N 2AX

Aldermary House 10-15 Queen Street London EC4N 1TX
investorrelations@greshamtech.com www.greshamtech.com