ANNUAL REPORT 2016
ECSC GROUP PLC A PROVEN PROVIDER OF 
CYBER SECURITY 
SERVICES
ECSC has  over  15  years’  experience  in  the  design,  implementation  and  
management of  cyber  security  solutions.  Our  consultancy-led  approach,  
and  our combination  of  custom methodologies   and   in-house   proprietary   
technologies,   enables   us  to   provide individually  tailored  services  to  our  
clients.  We have  significant  intellectual  property, including  bespoke  
products  delivering  remotely  managed  cyber  security  services  and  
custom-made internal support and delivery systems.
FINANCIAL HIGHLIGHTS
Revenue for the 15 months 
ended December 2016
(12 months 2015: £2.65m)
£4.51m
Adjusted EBITDA
*
 for the 15 months 
ended December 2016
£630k
(12 months 2015: £455k
#
)
£458k
(12 months 2015: £542k
#
)
Adjusted profit before 
tax
**
 for the 15 months 
ended December 2016
£(345)k
EBITDA for the 15 months 
ended December 2016
(12 months 2015: £542k profit
#
) 
Loss before tax for
 the 15 months 
ended December 2016
£(517)k
Adjusted basic earnings
per share
***
11.14 
pence
(2015: profit of 9.00 pence) (2015: profit of 9.00 pence)
Basic earnings per share loss of
£5m
IPO in December 2016 raised 
new funds for the Company
(before IPO expenses) (12 months 2015: £518k profit)
(7.72) 
pence ECSC Group plc
Annual Report and Accounts 2016 01
IFC Financial Highlights
01 Operational Highlights
02 Business Overview
STRATEGIC REPORT
05 Chairman’s Statement
06 Chief Executive Officer’s Statement
08 Financial Review
09 Principal Risks and Uncertainties
DIRECTORS’ REPORT
14 Board of Directors
16  Directors’ Report
19 Directors’ Remuneration Report
20 Directors’ Responsibility Statement
FINANCIAL STATEMENTS
21 Independent Auditor’s Report
22  Statement of Comprehensive Income
23  Statement of Financial Position
24 Statement of Changes in Equity
25  Cash Flow Statement
26  Notes to the Financial Statements
46 Corporate Information
IBC Notice of AGM
*  stated before charging IPO costs of £975k (see page 08)
**  adjusted profi t before tax (see note 25)
***  adjusted earnings per share (see note 9)
****like for like revenue growth has been calculated by taking 2016 revenue pro-rated for 12 months as opposed to 15 months
# 2015 excludes £63k R&D tax credit adjustment
OPERATIONAL HIGHLIGHTS
Strong organic revenue growth 
across all operating divisions
Scaling of business post-IPO 
proceeding well 
All targeted new staff in 
place and operational
LIKE FOR LIKE REVENUE 
GROWTH
***
CONSULTANCY MANAGED
SERVICES
NEW VENDOR 
SALES DIVISION 
CREATED
HEADCOUNT INCREASED 
FROM 57 AT IPO  
( 14 DECEMBER 201 6)...
... TO 98 (AT 20 MARCH 201 7)
NEW LEEDS FACILITY 
OPERATIONAL
AUSTRALIAN AND 
LONDON FACILITIES 
ON COURSE TO OPEN 
SUMMER 201 7
35%
24% ECSC Group plc
Annual Report and Accounts 2016 02
BUSINESS OVERVIEW
MANAGED SERVICES
Our Managed Services division delivers outsourced cyber security 
management and threat intelligence from the PCI DSS certifi ed Security 
Operations Centre (SOC).  
ECSC managed security solutions break down into two main areas:
Protection – the eff ective blocking of cyber security attacks.  This may start 
with a correctly confi gured fi rewall device, and move through to custom 
confi gured intrusion prevention devices protecting e-commerce systems.
Detection – the discovery and alerting of cyber security breaches.  This 
usually involves the management of data collection and analysis devices, 
such as network intrusion detection systems, and the collection of IT 
system logs and alerts.
Each of the above can be achieved with a wide range of ECSC developed 
technology and selected vendor solutions.
Our Divisions
 
CONSULTANCY
The Consultancy division provides a wide range of consultancy and testing 
services. The primary function of this division is to help clients assess and 
develop their own internal cyber security capability and to meet the 
requirements of UK and international standards, such as the Payment Card 
Industry Data Security Standard (PCI DSS), ISO 27001 (Information Security 
Management), and Cyber Essentials.
This division also houses our cyber security penetration testing team, 
helping clients to uncover technical weaknesses in their network, 
applications and coding systems.  
In addition, our consultants deliver assessments against the ECSC Cyber 
Security Review methodology, giving board-level managers clear  
risk-based information regarding their current protection levels and ability 
detect cyber security breaches. ECSC Group plc
Annual Report and Accounts 2016 03
ECSC  has developed a cyber security  service  
model  using a consultancy-led approach, 
which is   summarised   by   our   philosophy   
of   ‘listen, understand,   and   deliver’ .  
VENDOR PRODUCTS
The Vendor Products division supports client procurement of cyber 
security vendor products and services, either for client management or 
client outsourced to the ECSC SOC.  In order to help our clients obtain the 
best cyber security vendor, and open source, solutions, the Vendor 
Products division is dedicated to product selection, and solution design 
and implementation. Our Vendor Products portfolio consists of carefully 
chosen vendor solutions that meet our exacting standards.  
Selection of products is based upon rigorous criteria, including:
1. Feedback from ECSC consultants regarding the real success of solutions 
within our clients.
2. An established track record, including vulnerability management by 
the vendor.
3. Results from ECSC penetration testing engagements.
RESEARCH AND DEVELOPMENT
The ECSC Research and Development division is our technical centre of 
excellence (COE), focused on the development and evaluation of cyber 
security technologies.  Our Research and Development work can be 
categorised under three main areas:
Threat Intelligence – Working with our SOC, the research and development 
team is constantly monitoring the global risk environment, analysing the 
latest vulnerabilities, and understanding each attack vector.
Architecting Solutions – Designing protection solutions involves  
a combination of open source components, bespoke ECSC solution 
development, and the careful selection of suitable vendor products.
Security Maintenance – Each component of our managed service security 
architecture is constantly monitored and updated to protect our clients 
from the latest threats.
Revenue and segment information pages 30 - 31 ECSC Group plc
Annual Report and Accounts 2016 04
BUSINESS OVERVIEW CONTINUED
Our History
2000
2001
2002
2003
2006
2007
2009
2010
2012
2014
2016
2017
ECSC is founded by Ian Mann and Lucy Sharp
Creation of the ECSC Secure Platform to enable us to develop 
key innovations in IT security
ECSC starts its Managed Services off ering
ECSC wins ‘Best New Technology’ Award at the Yorkshire 
Internet Awards
Certifi cation of our whole operation to BS 7799
Achieved certifi cation to ISO 27001 within a month of its release
Certifi cation to ISO 9001, covering our consulting and security  
management systems
Payment Card Industry (PCI) Qualifi ed Security Assessor  
(QSA) accreditation
Certifi cation to ISO 20000, covering our managed security services
PCI DSS Level-1 Certifi ed Managed Security Service Provider
CREST
*
 
Member Company
ECSC releases the fi rst method of blocking the Heartbleed Bug  
to the security community, enabling protection to organisations  
who have not yet carried out patching
ECSC Vendor Products division launched
Cardiff Offi ce opened
ECSC Group plc is admitted to the London Stock Exchange’s AIM market
ECSC wins a PCI Award for Excellence
Leeds Offi ce opened
* CREST is a not-for-profi t organisation that serves the needs of a technical information security marketplace 
that requires the services of a regulated professional services industry. ECSC Group plc
Annual Report and Accounts 2016 05
Financial statements Strategic report Directors’ report
CHAIRMAN’S STATEMENT
I am pleased to report that the Company  
is making first class progress in scaling  
its business.
I am pleased to present this maiden set of results to 
our shareholders following the Company’s admission 
to AIM in December 2016. 
2016 was a transformational year for ECSC, which saw the 
Company deliver record revenues and be admitted to AIM on  
14 December 2016, raising £5.0m (excluding IPO expenses). The 
response to our admission has been very positive. The listing has 
provided us with an excellent register of new shareholders and a 
heightened industry profi le which has helped facilitate the 
recruitment of a fi rst-class group of new employees. I believe this 
demonstrates confi dence in both the Company’s strategic plan, 
centred on strong organic growth and expansion of its business, 
together with the management team’s ability to deliver and 
generate returns for shareholders in what we see as an attractive 
and buoyant cyber security market. The Board joins me in 
welcoming all our new stakeholders to the Company. 
We believe there is an opportunity to substantially increase the 
scale of ECSC’s business to meet current demand and predicted 
market growth within the UK cyber security sector. The UK cyber 
security sector was worth approximately £3.3 billion in 2016, with 
the global opportunity predicted to grow to US$202 billion by 
2021. Our vision and strategy is to build signifi cantly upon our 
organic growth to date and blue-chip client base. Our listing 
provides us with working capital to execute our growth strategy. 
In this regard, I am pleased to report that the Company is making  
fi rst-class progress in scaling its business. Since admission to AIM: 
headcount has increased from 57 to 98; all of the new sales and 
delivery employees targeted for this stage of our growth plan 
have been employed; all new sales staff have successfully 
completed their training and assessments; our new Leeds facility 
is already operational, having opened in January 2017; our new 
Australian support centre to help 24-hour service provision and 
our new London base are both targeted to open in the summer of 2017 .  
The Board continues to believe that the market opportunity is 
robust, with the proliferation of cyber security breaches enhancing 
the importance of cyber security at board level and serving to 
increase our growth prospects. Furthermore, new legislation 
under consideration by the Information Commissioner’s Offi ce will, we 
believe, bring cyber security prevention into even sharper focus. The 
European General Data Protection Regulations (“GDPR”) directive 
(expanded upon in the Business Review) intended to harmonise data 
protection regulations throughout the EU and to strengthen the 
enforcement regime is confi rmed to become law in the UK in 2018. This 
legislation will make breach reporting mandatory and provide for fi nes of 
up to 4% of global turnover or up to $20m (whichever is the greater) for 
cases of serious non-compliance.
With our expansion plans underway and with strong organic revenue 
growth, we believe that we are well positioned to increase our market 
share of the UK cyber security services market, a market which is presently 
somewhat fragmented. We believe that many of our peers only provide a 
small portion of what is required to meet clients’ needs and that, in 
contrast, ECSC provides a wide range of cyber and information security 
solutions, enabling us to capitalise on a buoyant market opportunity. Our 
fi rst full year as a public company will see us tackle the many tasks involved 
in scaling up the business and delivering very signifi cant revenue growth. 
The quality of our people and established momentum are good initial 
indicators that ECSC is well equipped to take advantage of the 
opportunities available to us in our chosen market.
On behalf of the Board, I would like to thank all our employees and 
shareholders for their continued support over the last year. The Board 
looks forward to the forthcoming year with confi dence.
Nigel Payne
Chairman
21 March 2017
Nigel Payne
Chairman
Directors’ Report pages 16 - 17 ECSC Group plc
Annual Report and Accounts 2016 06
Building on its 16-year record of consistent organic growth and 
leveraging its reputation for quality and innovation, ECSC Group 
plc is transforming into a substantial cyber and information security 
service provider. Our strong organic revenue growth for the  
15 months ended December 2016 is a further stepping stone on 
this journey. Our IPO facilitates the next step in our growth plan, 
enabling an accelerated recruitment and training plan to be put in 
place and a further and significant expansion of our infrastructure 
and facilities.
The key mission of ECSC is to help secure networks and protect 
sensitive information. We do this through consultancy services and 
outsourced managed IT security services. In this regard, people are 
key to the ongoing success of the Company, particularly in our 
market sector, which is highly specialised. 
Over the past two years, ECSC has developed its own internal 
recruitment function, which continues to perform above our 
expectations. We are delighted with the volume and calibre of 
talented individuals, sourced by this department, who are looking 
to enhance their career through the training and support given to 
all ECSC employees. The Company’s aim is to establish ECSC as the 
employer of choice for all cyber and information security professionals.
Strong Market for ECSC Services
Extensive media coverage of cyber security incidents, both organisational 
and governmental, continues to raise awareness of the need for a 
developed cyber security plan at board level. This brings new 
opportunities for established and proven providers, such as ECSC. 
These opportunities are likely to be further augmented by the forthcoming 
EU GDPR, confi rmed by the Information Commissioner’s Offi ce (“ICO”) to 
become UK law in May 2018. GDPR signifi cantly increases the legal 
backdrop concerning the security of personal data that businesses may 
process or store:
•  The maximum fi ne for non-compliance with GDPR increases from  
the current £500,000, up to 4% of global turnover. This change is  
likely to elevate cyber security to a key strategic risk for all boards.
•  Reporting a breach will become mandatory under GDPR as  
compared with the current voluntary reporting. GDPR also requires 
reporting to be made within 72 hours of any incident, placing  
signifi cant challenges on organisations’ incident detection, analysis 
and reporting systems.
Whilst the ICO accepts that a post-Brexit government could change this 
legislation, the Directors believe the continuing requirement to share 
personal data with the European Union as part of the United Kingdom’s 
ongoing trading relationship would make any signifi cant change to GDPR 
very unlikely. ECSC is ideally placed to support organisations of all sizes in 
both their preparations for GDPR and their ongoing cyber security 
strategic requirements, whether through incident response, testing and 
assessment, standards compliance, or outsourced services.
The Board believes that, as the cyber security market continues to expand, 
the need for businesses to focus their own internal IT resources on their 
own products and services will mean that organisations are likely to 
continue to outsource their technical requirements in this highly 
specialised fi eld, and will increasingly gravitate towards outsourced 
managed service environments.
Summary
• Aim to establish ECSC as the employer  
of choice for cyber and information 
security professionals
• Extensive media coverage of cyber 
security incidents continues to raise 
awareness of cyber security at board level
• Incident Response Retainers introduced
• Newly refurbished UK Security 
Operations Centre formally opened  
in March 2017
Ian Mann
Chief Executive Officer
CHIEF EXECUTIVE OFFICER’S STATEMENT ECSC Group plc
Annual Report and Accounts 2016 07
Financial statements Strategic report Directors’ report
Growing Range of ECSC Services
ECSC’s range of services continues to evolve to meet the changing cyber 
and information security threat environment. Our experience derived 
from 16 years of growth in the sector has demonstrated the need for ECSC 
to provide a broad range of cyber security services, enabling clients to 
migrate over time from initial consulting services to a fully outsourced 
managed IT security environment with recurring revenues. 
Incident Response services are growing in importance and the Board 
believes that this may increase further still as we approach the GDPR 
implementation date. In 2016, ECSC introduced incident response 
retainers, enabling clients to benefi t from a 24/7/365 guaranteed response 
from the ECSC Security Operations Centre (SOC), by retaining ECSC as 
their designated incident responder. In many cases, incident responses 
lead to requests for additional services.
Cyber Security Reviews are designed, using ECSC’s own methodology,  
to give board directors a high-level overview of their current protection 
and detection capability from external cyber attack. This service is 
expanding as board members look for expert third-party assurance 
beyond the traditional technical testing services.
Technical Penetration Testing remains a fundamental pillar of cyber 
security management, with most global standards requiring at least 
annual third-party testing. Backed by its CREST accreditation, ECSC is  
a proven provider of this service.
The global standards of ISO 27001 (information security management) 
and the Payment Card Industry Data Security Standard (PCI DSS) (payment 
card security) remain key organisational compliance requirements. ECSC 
has an expanding team of industry experts with many years of experience 
in the design and implementation of eff ective approaches to compliance. 
Key elements of these global standards are directly related to other ECSC 
services, such as testing and the provision of technologies delivered 
through our managed services. We continue to see extensive cross-selling 
opportunities in each of these engagements.
Cyber Essentials is a UK government-led initiative to promote basic cyber 
security good practice into small to medium sized organisations.  
As a certifying organisation, ECSC supports organisations across all sectors.
2016 saw ECSC launch a new division to resell a range of vendor security 
solutions. Included within this portfolio are a range of solutions already 
integrated into the ECSC managed services support service, giving 
enhanced opportunities to provide fully managed services.
The newly refurbished ECSC UK Security Operations Centre (“SOC”) was 
formally opened in March 2017; this enhanced infrastructure provides 
both new client-facing presentation facilities, together with signifi cantly 
augmented technical capabilities. The planned opening of the Australian 
SOC extension in summer 2017 will further enhance our 24/7/365 
capabilities, both for ongoing managed services and incident response.
Outlook
Following on from a strong 2016, our ongoing plan is to signifi cantly scale 
the business in 2017. The Board assesses the readiness of our clients to buy 
our services and this, together with the growth in the sector generally, 
make scaling the business at this time the right approach for ECSC. We are 
mindful, however, of the degree of change being executed within the 
business and we are approaching these signifi cant scale changes with 
appropriate care and attention. We have made a good start on our plan 
following the IPO, and we have well worked out plans to carry through our 
objectives. I would like to pass on my thanks to the capable and loyal staff 
of the Company for their support, which has enabled the Company to 
achieve the success it has to date.
Ian Mann
Chief Executive Offi cer
21 March 2017
I would like to pass on my thanks to the capable and loyal 
staff of the Company for their support, which has enabled  
the Company to achieve the success it has to date.   ECSC Group plc
Annual Report and Accounts 2016 08
FINANCIAL REVIEW
Summary
• Total revenue of £4.51 million
• Strong organic revenue growth across all 
operating divisions
• Like for like revenue growth of 35%
*
 in 
Managed Services and 24%
*
  in 
Consultancy and T esting
• Adjusted EBITDA was £630k  
(2015: £542k
#
)
During 2016, ECSC Group plc changed its accounting year end from  
30 September to 31 December. The trading results therefore cover the 
period of 15 months ended 31 December 2016. 
During the period, the Company delivered total revenue of £4.51m  
(2015: £2.65m). There was strong organic revenue growth across all 
operating divisions, with like for like revenue growth of 35%* in Managed 
Services (£1.33m) and 24%* in Consultancy and Testing (£2.80m).
Growth in operating costs, now £3.2m (2015: £1.8m), has been mainly 
driven by the Board continuing to invest in the future of the business 
through staff recruitment and associated infrastructure.
Adjusted EBITDA was £630k (2015: £542k
#
). Adjusted numbers are stated 
after excluding IPO costs of £975k.
EBITDA for the 15 months ended December 2016 shows a loss of £(345)k 
(2015: £542k profi t
#
). 
A reconciliation is set out below. 
Earnings per share
Basic earnings per share was minus (7.72p) (2015: 9.00p), and adjusted 
basic earnings per share was 11.14p (2015: 9.00p), stated before charging 
IPO costs of £975k.
Balance sheet
As at 31 December 2016, the Company had net cash of approximately 
£5.0m, providing the Company with a sound fi nancial platform to support 
its future investment plans.
Reconciliation
By order of the Board
Keith Kelly
Chief Financial Offi cer
21 March 2017
* like for like revenue growth has been calculated by taking 2016 revenue pro-rated for  
12 months as opposed to 15 months
# 2015 excludes £63k R&D tax credit adjustment
Keith Kelly
Chief Financial Officer
15 months ended Year ended
31 December 2016 30 September 2015
£k £k
#
Adjusted operating profi t 453 455
Depreciation 65 32
Amortisation 11 2 55
Total 177 87
Adjusted EBITDA 630 542
Exceptional IPO costs (975) —
EBITDA (345) 542 ECSC Group plc
Annual Report and Accounts 2016 09
Financial statements Strategic report Directors’ report
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is exposed to a number of operational, 
reputational and financial risks.  The Directors take a proactive 
approach to the identification and management of these risks.
Principal Risks and Uncertainties
The summary below lists the principal risks to the Company.  They do not include all the potential risks associated with the Company’s 
activities and are not in any order of priority.
     
Risk Mitigation
Ability to recruit and retain skilled personnel Ongoing development of a wide range of employee benefits, 
together with enhanced career progression and support
Reliance on key systems ISO 27001 certification, including business continuity provision
Cyber security breach
Certifi cations to ISO 27001, PCI DSS and Cyber Essentials.   
Avoidance of technologies associated with most security breaches
Funding continued growth IPO proceeds
Client acquisition New sales academy training to support 2017 sales team expansion
Client retention Expanded service delivery function and service management layer
Key client dependency No single client representing more the 10% of revenue
Litigation following client breach
Use of ECSC terms of engagement combined with professional 
indemnity insurance
Dependence on key personnel
Continued expansion, particularly within the management team, 
reduces the risks associated with any single person ECSC Group plc
Annual Report and Accounts 2016 10
Risks specifi c to the Company’s activities 
Dependence on key executives and personnel
The Company’s performance is substantially dependent on 
the continued services and performance of its Directors and 
senior management and its ability to attract and retain 
suitably skilled and experienced personnel. 
Although certain key executives and personnel have entered 
into service agreements or letters of appointment with the 
Company, there can be no assurance that the Company will 
retain their services. The loss of the services of any of the key 
executives or personnel may have a material adverse effect 
on the business, operations, relationships and/or prospects of 
the Company. Keyman insurance has been put in place in 
respect of Ian Mann.
Ability to recruit and retain skilled personnel
The Company believes that it has the appropriate 
incentivisation structures to attract and retain the calibre of 
employees necessary to ensure the efficient management 
and development of the Company. However, any difficulties 
encountered in hiring appropriate employees and the failure 
to do so may have a detrimental effect upon the trading 
performance of the Company. The ability to attract new 
employees with the appropriate expertise and skills cannot 
be guaranteed. 
Reliance on key systems
The Company’s dependency upon technology exposes it to 
signifi cant risk in the event that such technology or the 
Company’s systems experience any form of damage, interruption 
or failure. Any malfunctioning of the Company’s technology and 
systems, or those of key third parties, even for a short period of 
time, could result in a lack of confi dence in the Company’s 
services, the termination of customer contracts and potential 
claims for damages, with a consequential material adverse eff ect 
on the Company’s operations and results.
The Company’s systems are vulnerable to damage or 
interruption from events including:
•  natural disasters;
•  power loss; 
•  telecommunication failures;
•  computer hacking activities; and
•  acts of war or terrorism. 
Any interruption in the availability of the Company’s website, 
core cloud-based software solution, support site or telephone 
systems would create a business interruption and a large 
volume of customer complaints. The Company has a well 
considered, certified and regularly rehearsed business 
continuity plan. 
The Company’s products and the software on which they are 
based are complex and may contain undetected defects when 
first introduced and problems may be discovered from time to 
time in existing, new or enhanced products. Undetected 
defects could damage the Company’s reputation, ultimately 
leading to an increase in the Company’s costs or reduction in 
its revenues. 
Cyber security breach
As with all providers in this sector, the potential embarrassment 
of a major cyber security breach for ECSC itself is significant. 
However, ECSC manages this risk in a number of ways:
• External certification to international security standards, 
such as ISO 27001 and PCI DSS. 
• Avoidance of technologies commonly targeted for attack. 
ECSC makes extensive use of Linux-based technologies, 
including all operational desktop PCs and laptops. ECSC 
does not support Bring Your Own Device (BYOD) policies 
for any company business, including for Associate Consultants. 
• Integration of ECSC security with that of our clients. The 
Company directs the same level of security expertise at its 
own security as to that of its clients, avoiding the common 
issue with IT companies that their own internal IT is 
managed by a less capable internal team than their client-
facing delivery team.
Business strategy
The value of an investment in the Company is dependent, inter 
alia, upon the Company achieving its strategy and aims. 
Although the Company has a clearly defined strategy, there 
can be no guarantee that its objectives will be achieved or that 
the Company will achieve the level of success that the Directors 
expect. The Company’s ability to implement its business 
strategy successfully may be adversely impacted by factors 
that the Company cannot currently foresee, such as 
unanticipated costs and expenses or technological changes. 
Should it be unsuccessful in implementing its strategy or 
should it take longer than expected to implement, the future 
financial results of the Company could be negatively impacted. 
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED ECSC Group plc
Annual Report and Accounts 2016 11
Financial statements Strategic report Directors’ report
Future funding requirements
Although not presently anticipated by the Directors, the Company 
may in the future (more than twelve months hence), need to raise 
equity or debt to fund any future acquisitions, expansion, activity 
and/or business development. There can be no guarantee that the 
necessary funds will be available on a timely basis, on favourable 
terms, or at all, or that such funds, if raised, would be sufficient. 
Debt funding may require assets of the Company to be secured in 
favour of the lender, which security may be exercised if the 
Company were to be unable to comply with the terms of the 
relevant debt facility agreement. If the Company is not able to 
obtain additional capital on acceptable terms, or at all, it may be 
forced to curtail or abandon such planned acquisition opportunities, 
expansion, activity and/or business development. The above could 
have a material adverse effect on the Company.
Attracting new customers and retaining existing customers
The Company’s future success depends on its ability to increase 
sales of its services and products to new end customers, increase 
sales of additional products to its existing end customers and 
maintain historical subscription rates. The rate at which new and 
existing end customers purchase products and existing customers 
renew subscriptions depends on a number of factors, including the 
efficacy of the Company’s products and the utility of the Company’s 
new offerings, as well as factors outside of the Company’s control, 
such as end customers’ perceived need for security solutions, the 
introduction of products by the Company’s competitors that are 
perceived to be superior to the Company’s products, end customers’ 
IT budgets and general economic conditions. A failure to increase 
sales as a result of any of the above could materially adversely affect 
the Company’s financial condition, operating results and prospects. 
The Company’s success depends on its ability to maintain 
relationships and renew contracts with existing customers and to 
attract and be awarded contracts with new customers. A substantial 
portion of the Company’s future revenues will be directly or 
indirectly derived from existing contractual relationships as well as 
new contracts driven at least in part by the Company’s ability to 
penetrate new verticals and territories. The loss of key contracts 
and/or an inability to successfully penetrate new verticals or deploy 
its skill sets into new territories could have a significant impact on 
the future performance of the Company. 
Key customer dependency
The Company currently generates a significant proportion of its 
revenue from certain customers. In the 15 month period ended  
31 December 2016 no single customer accounted more than 10% 
of total revenue. The loss of all or a substantial proportion of the 
business provided by one or more of the Company’s top customers 
could have a material adverse effect on the Company’s business.
Litigation
Whilst the Company has taken such precautions as it regards as 
appropriate to avoid or minimise the likelihood of any legal 
proceedings or claims, or any resulting financial loss to the 
Company, the Directors cannot preclude the possibility of litigation 
being brought against the Company. 
There can be no assurance that claimants in any litigation 
proceedings will not be able to devote substantially greater 
financial resources to any litigation proceedings or that the 
Company will prevail in any such litigation. Any litigation, whether 
or not determined in the Company’s favour or settled by the 
Company, may be costly and may divert the efforts and attention of 
the Company’s management and other personnel from normal 
business operations.
Reputation
The Company’s reputation, in terms of the service it provides, the 
way in which it conducts its business and the financial results which 
it achieves, are central to the Company’s success. 
The Company’s products and the software on which they are based 
are complex and may contain undetected defects when first 
introduced, and problems may be discovered from time to time in 
existing, new or enhanced products. Undetected defects could 
damage the Company’s reputation, ultimately leading to an 
increase in the Company’s costs or reduction in its revenues. 
Other issues that may give rise to reputational risk include, but are not 
limited to, failure to deal appropriately with legal and regulatory 
requirements in any jurisdiction (as may result in the issuance of a 
warning notice or sanction by a regulator or an off ence (whether civil, 
criminal, regulatory or other) being committed by a member of the 
Company or any of its employees or directors), money-laundering, 
bribery and corruption, factually incorrect reporting, staff diffi culties, 
fraud (including on the part of customers), technological delays or 
malfunctions, the inability to respond to a disaster, privacy, record-
keeping, sales and trading practices, the credit, liquidity and market 
risks inherent in the Company’s business.
Also, failure to meet the expectations of the customers, operators, 
suppliers, employees and shareholders and other business partners 
may have a material adverse effect on the Company’s reputation.
Intellectual property
In order to maximise its competitive advantage, the Company 
needs to protect its intellectual property. Much of the Company’s 
intellectual property is not of a nature that is capable of registration, 
so protection of intellectual property relies on maintaining the 
confidentiality of know-how, methodologies and processes which, 
in turn, are largely dependent on people. There is a risk that if the  ECSC Group plc
Annual Report and Accounts 2016 12
Risks specifi c to the Company’s activities continued 
 
Intellectual property continued 
confidentiality of the Company’s intellectual property were 
compromised, this could lead to a loss of competitive 
advantage. 
The Company’s software is largely created in house. However, 
some aspects of it are based on open-source licences such as 
the General Public Licence (a widely used form of licence 
within the free and open-source code software domain), 
which oblige ECSC to provide access to the source code of the 
relevant software package if a client requests it. There is a 
limited risk that ECSC could be pursued for enforcement 
action in this way, which could result in repercussions for the 
Company if practices are openly challenged.
Current operating results as an indication of future results
The Company’s operating results may fluctuate significantly 
in the future due to a variety of factors, many of which are 
outside its control. Factors that may affect the Company’s 
operating results include increased competition, an increased 
level of expenses, technological change necessitating 
additional capital expenditure, slower than expected sales 
and changes to the statutory and regulatory regime in which 
it operates. It is possible that, in the future, the Company’s 
operating results may fall below the expectations of market 
analysts or investors. If this occurs, the trading price of the 
Ordinary Shares may decline significantly.
Sales and Marketing
The Company intends to continue investing in marketing and 
distribution channels and its own sales functions to grow the 
business. Success of the Company’s business will require the 
continuation of existing, and establishment of additional, sales 
channels. There is no certainty that the Company will be able to 
attract new channel partners and retain existing channel 
partners.
Penetration of new markets can be slow, expensive and 
subject to delays, and ultimately may not be successful. 
Significant delays in new contracts will result in working 
capital strain for the Company. The Company is likely to incur 
costs in these areas before anticipated benefits materialise. 
The return on these investments may be lower or develop 
more slowly than expected. There can be no guarantee that 
the Company will be able to maintain, or increase its sales and 
market share.
Technology
The markets in which the Company operates are characterised 
by rapid technological change, changes in use and customer 
requirements and preferences, frequent product and service 
introductions employing new technologies and the emergence 
of new industry standards and practices that could render the 
Company’s existing technology and products obsolete. 
In order to compete successfully, the Company will need to 
continue to improve its products, and to develop and market 
new products that keep pace with technological change. This 
may place excess strain on the Company’s capital resources, 
which may adversely impact the revenues and profitability of 
the Company. 
The success of the Company depends on its ability to anticipate 
and respond to technological changes and customer 
preferences in a timely and cost-effective manner. There can be 
no assurance that the Company will be able to effectively 
anticipate and respond to technological changes and customer 
preferences in the future.
Failure to develop, launch and market new products
The Company’s long-term growth and profitability is dependent 
on its ability to develop and successfully launch and market 
new products. The Company’s revenues and market share may 
suffer if it is unable to successfully introduce new products in a 
timely fashion or if any new or enhanced products or services 
are introduced by its competitors that its customers find more 
advanced and/or better suited to their needs. 
While the Company continuously invests in research and 
development to develop products in line with customer 
demand and expectations, if it is not able to keep pace with 
product development and technological advances, including 
also shifts in technology in the markets in which it operates, or 
to meet customer demands, this could have a material adverse 
effect on the Company’s business, results of operations and 
financial condition. 
Competition
There can be no guarantee that the Company’s current 
competitors or new entrants to the market will not bring 
superior technologies, products or services to the market, or 
equivalent products at a lower price which may have an 
adverse effect on the Company’s business. Such companies 
may also have greater financial and marketing resources than 
the Company. Even if the Company is able to compete 
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED ECSC Group plc
Annual Report and Accounts 2016 13
Financial statements Strategic report Directors’ report
successfully, it may be forced to make changes in one or more of its 
products or services in order to respond to changes in customers’ 
needs which may impact negatively on the Company’s financial 
performance.
General risks 
Economic conditions
The Company could be affected by unforeseen events outside its 
control including economic and political events and trends, 
inflation and deflation, terrorist attacks or currency exchange 
fluctuation. Any economic downturn either globally or locally in 
any area in which the Company operates may have an adverse 
effect on the demand for the Company’s products. A more 
prolonged economic downturn may lead to an overall decline in 
the volume of the Company’s activities and sales, restricting the 
Company’s ability to realise a profit. The markets in which the 
Company offers its services are directly affected by many national 
and international factors that are beyond the Company’s control. 
Market risks
The Company may be affected by general market trends which  
are unrelated to the performance of the Company itself, including 
without limitation the general market impact of the United Kingdom’s 
decision to leave the European Union. The Company’s success will 
depend on market acceptance of the Company’s products and 
there can be no guarantee that this acceptance will be forthcoming. 
Market opportunities targeted by the Company may change and 
this could lead to an adverse effect upon its revenue and earnings. 
 
Tax risk
Any change in the Company’s or its subsidiaries’ tax status (including 
its EIS and/or VCT status) or a change in tax legislation could affect 
the Company’s ability to provide returns to shareholders. 
Enterprise investment scheme
The Company satisfies the conditions for being a qualifying 
company for the purposes of the EIS provisions. The actual 
availability of the relief under the EIS provisions will be contingent 
upon certain conditions being met by the Company. Circumstances 
may arise (which may include the sale of the company) where the 
Board believes that the interests of the Company are not best 
serviced by acting in a way that preserves EIS tax relief. In such 
circumstances, the Company cannot undertake to conduct its 
activities in a way designed to secure or preserve any EIS relief. 
If the Company does not employ the proceeds of an EIS share issue 
for qualifying purposes within two years of issue, the EIS shares 
would cease to be eligible and all of the EIS tax reliefs of investors in 
respect of the EIS shares would be withdrawn.
If the Company ceases to carry on an EIS qualifying business  
or acquires or commences a business which is not insubstantial  
to the Company’s activities and which is a non-qualifying trade for  
EIS purposes, this could prejudice the qualifying status of the 
Company under the EIS provisions, if this occurred during the 
three-year period from the last issue of shares to the EIS investors.
Venture capital trust
Company Shares are eligible for the purposes of section 258(3A) of 
the Income Tax Act 2007 (the ‘‘ITA’’) and are ‘‘qualifying holdings’’ for 
the purposes of Chapter 4, Part 6, ITA. In order for Shares to be 
‘‘qualifying holdings’’ for VCT purposes the Company must satisfy 
and continue to satisfy the relevant requirements. Circumstances 
may arise where the Board believe that the interests of the Company 
are not best served by acting in a way which preserves its VCT-
related status. In such circumstances, the Company cannot 
undertake to conduct its activities in a way designed to secure or 
preserve any such relief or status.
Exchange rate risk
As the Company grows and expands in both current and new 
territories, it will be increasingly exposed to exchange rate 
fluctuations which could have a material adverse effect on the 
Company’s profitability or the price competitiveness of its products 
and services. In addition, the likelihood of significant exchange rate 
fluctuations may be increased by factors related to the United 
Kingdom’s decision to leave the European Union. There can be no 
guarantee that the Company would be able to compensate or 
hedge against such adverse effects and therefore negative 
exchange rate effects could have a material adverse effect on the 
Company’s business and prospects, and its financial performance.
Force Majeure
The Company’s operations now or in the future may be adversely 
affected by risks outside the control of the Company including 
labour unrest, civil disorder, war, subversive activities or sabotage, 
fires, floods, explosions or other catastrophes, epidemics or 
quarantine restrictions.
Related Parties are considered to be related if one party has the 
ability (directly or indirectly) to control the other party or exercise 
significant influence over the other party in making financial and 
operating decisions. Parties are also considered related if they are 
subject to common control or common significant influence. 
Related parties may be individuals or corporate entities. ECSC Group plc
Annual Report and Accounts 2016
14
BOARD OF DIRECTORS
The Board currently comprises a Non-Executive Chairman, three 
Executive Directors and two other Non-Executive Directors.
Nigel Payne
Non-Executive Chairman 
Nigel has considerable experience as a 
director of both publicly listed and 
private companies. He has extensive 
experience of listing companies and 
fund raising, notably in his current 
roles as non-executive chairman of 
AIM traded Gateley plc, non-executive 
chairman of AIM traded Stride Gaming 
plc and non-executive chairman of 
AIM traded EG Solutions plc. Nigel was 
previously CEO of Sportingbet plc, one 
of the world’s largest internet gambling 
companies which made a number of 
acquisitions whilst listed on the 
London Stock Exchange (both Main 
Market listed and AIM traded), and was 
later bought by GVC plc. Nigel holds an 
executive MBA from the IMD Business 
School (Lausanne, Switzerland) and a 
degree in Economics and Accounting 
from Bristol University. 
Ian Mann
Chief Executive Offi cer 
Ian has over 15 years of experience in 
the cyber-security sector having 
founded ECSC. He was previously an 
advisor for GCHQ, and established a 
Cisco Networking Academy for Dixons 
City Technology College. Ian’s 
professional certifi cations include 
CISSP , PCI QSA, and ISO Lead Auditor. 
Ian holds a B.Eng. in Electrical and 
Electronic Engineering from the 
University of Nottingham, and an 
MBA from the Open University.
Lucy Sharp
Chief Operating Offi cer 
Lucy has over 15 years of experience in 
the cyber-security sector, having joined 
ECSC at its inception. Lucy worked as an 
ISO 27001 consultant, leading this area 
prior to taking the position of Operations 
Director in 2012. Lucy has held a number 
of professional certifi cations, including 
CISSP , PCI QSA, and ISO Lead Auditor. 
Whilst working at ECSC, Lucy completed 
a Masters in Business Management at 
Leeds Metropolitan University. ECSC Group plc
Annual Report and Accounts 2016 15
Financial statements Strategic report Directors’ report
Keith Kelly
Chief Financial Offi cer
Keith joined ECSC in 2012. Keith has 
over 30 years of experience in fi nancial 
management and accounting and 
prior to joining ECSC, Keith was 
fi nance director at Pet Plas Packaging, 
part of the Alcan Group. He is an ACCA 
and FCCA qualifi ed accountant. 
David Mathewson
Non-Executive Director
David is a Chartered Accountant who 
has spent most of his career in 
merchant banking and as a  
non-executive director. He was an 
Executive Director of Noble Grossart 
Limited, Scotland’s premier merchant 
bank, for many years. Previous  
non-executive roles include Chairman 
of Sportech plc and he was a director 
of Playtech Group plc. During his 
tenure at Playtech he was appointed 
chief fi nancial offi cer and oversaw the 
company move from AIM to the Main 
Market of the London Stock Exchange. 
He is currently a non-executive 
director of AIM traded SEC SPA plc, an 
Italian company, and Chairman of 
Veltyco Group plc, also traded on AIM.
Steve Vaughan 
Non-Executive Director
Stephen has considerable experience 
over the last 15 years as a director of 
publicly listed and private companies. 
He is currently a non-executive director 
of Progressive Equity Research Limited 
and was previously group chief 
executive of publicly listed companies 
Phoenix IT plc, Communisis plc and 
Synstar plc as well as being chairman 
of Charteris plc.  ECSC Group plc
Annual Report and Accounts 2016
16
Principal activities and review of the business
The principal activity of the company during the period continued 
to be the supply of information security professional services. 
Future developments of the Company have been reviewed as part 
of the Strategic Report.
Principal risks and uncertainties
For information on the principal risks and uncertainties of the 
Company, please see pages 9 to 13 of the strategic report. 
Results and dividends
The loss for the period, after taxation, amounted to £399,006   
(2015: profit of £423,197). A dividend of £253,884 was paid out in 
the year.
Research and development
Research and development activities are grouped into three broad areas: 
• core business systems;
• technology for our managed service product lines; and
• IT tools to support our consulting activities.
Key developments for core business systems involved new 
functions for our CRM/Client Management system, new internal 
and external web sites to support marketing functions. Tools to 
assist consultants with the development of reports were developed. 
For the management services, developments range from new Web 
Application Firewall systems, mechanisms for automated analysis 
and prioritisation of security events, to innovating functions to 
support digital marketing functions through the development of a 
system to perform transparent data acquisition of mobile user 
browsing habits.
Corporate governance
There is no compulsory regime of corporate governance to which 
the directors of a UK company admitted to AIM must adhere to over 
and above the general duties imposed on such directors under 
English law. However, the Directors acknowledge the importance of 
the principles set out in the QCA Code. Although the QCA Code is 
not compulsory for AIM quoted companies, the Directors apply its 
principles to the Company, as far as they consider appropriate for  
a company of its size and nature. 
The Board comprises six directors, three of whom are Executive 
Directors and three of whom are Non-Executive Directors, reflecting 
a blend of different experience and backgrounds. The Board 
considers Nigel Payne, David Mathewson and Stephen Vaughan to 
be independent Non-Executive Directors under the criteria 
identified in the UK Corporate Governance Code (September 2014). 
The Board meets regularly and is responsible for strategy, 
performance, approval of any major capital expenditure and the 
framework of internal controls. 
To enable the Board to discharge its duties, all directors receive 
appropriate and timely information. Briefing papers are distributed 
to all directors in advance of Board meetings. The Board has 
established audit, remuneration, nomination and disclosure 
committees with formally delegated duties and responsibilities and 
with written terms of reference. Each of these committees meet 
regularly and at least twice a year. From time to time, separate 
committees may be set up by the Board to consider specific issues 
when the need arises. 
Audit Committee
The duties of the Audit Committee are to consider the appointment, 
re-appointment and terms of engagement of, and keep under 
review the relationship with, the Company’s auditor, to review the 
integrity of the Company’s financial statements, to keep under 
review the consistency of the Company’s accounting policies and to 
review the effectiveness and adequacy of the Company’s internal 
financial controls. In addition, it will receive and review such reports 
as it from time to time requests from the Company’s management 
and auditor. 
The Audit Committee meets at least twice a year and  has 
unrestricted access to the Company’s auditor. The Audit Committee 
comprises David Mathewson and Steve Vaughan and is chaired by 
David Mathewson.
The Directors present their report 
and financial statements for the 
period ended 31 December 2016.
DIRECTORS’ REPORT
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 17
Financial statements Strategic report Directors’ report
Remuneration Committee 
The Remuneration Committee has responsibility for reviewing and 
determining, within agreed terms of reference, the Company’s 
policy on the remuneration of senior executives, directors and 
other key employees and specific remuneration and benefits 
packages for executive directors, including pension rights and 
compensation payments. It is also to be responsible for making 
recommendations for grants of options under the New Share 
Option Scheme. It meets not less than twice a year. The remuneration 
of Non-Executive Directors is a matter for the Board and no Director 
may be involved in any discussions as to his or her own remuneration. 
The Remuneration Committee comprises Steve Vaughan and  
Nigel Payne and is chaired by Steve Vaughan. 
Nomination Committee 
The duties of the Nomination Committee are to consider the 
structure, size and composition of the board and make 
recommendations to the Board with regard to any changes. It is 
also responsible for identifying and nominating candidates to fill 
Board vacancies as and when they arise. The Nomination Committee 
also makes recommendations to the Board concerning, among 
other things, plans for succession for both executive and  
Non-Executive directors. It meets at least twice a year. The 
Nomination Committee comprises Nigel Payne and  
David Mathewson and is chaired by Nigel Payne. 
Disclosure Committee
The Disclosure Committee is the first point of contact with the 
NOMAD for all routine and non-routine matters which the NOMAD 
wishes to discuss with the Board and shall carry out duties to ensure 
the Company’s compliance with the AIM Rules and MAR.  
The Disclosure Committee meets twice a year and comprises   
David Mathewson and Keith Kelly, and is chaired by David Mathewson.
Directors and Directors’ interests
The Directors who held office during the period were as follows:
Nigel Payne
Ian Mann
Lucy Sharp
Keith Kelly
David Mathewson
Stephen Vaughan
The  following  Directors at  31  December  2016  had  interests in 
the Ordinary Shares of  1p each as follows:
Number of % of 
Name of holder Ordinary Shares Ordinary Shares
Nigel Payne 29,940 0.3%
Ian Mann 1,698,690 18.9%
Lucy Sharp 301,560 2.6%
Keith Kelly 20,068 0.2%
Stephen Vaughan 29,940 0.3%
ECSC Group plc Board
Chairman: Nigel Payne
Independent NEDs:  Steve Vaughan,  
David Mathewson
CEO: Ian Mann
COO: Lucy Sharp
CFO: Keith Kelly
Audit Committee
Chairman: David Mathewson
Steve Vaughan
Remuneration Committee
Chairman:  Steve Vaughan
Nigel Payne
Nomination Committee
Chairman: Nigel Payne
David Mathewson ECSC Group plc
Annual Report and Accounts 2016
18
Directors and Directors’ interests continued 
Substantial Interests
At 31 December 2016, the Company had been notifi ed under the Disclosure 
and Transparency Rules of the following major shareholdings and the 
percentages of voting rights represented by such holdings, excluding the 
shareholdings and associated voting rights of the Directors noted above.
Number of % of
Name of holder Ordinary Shares Ordinary Shares
Ravinder Mann 1,719,068 19.1%
Unicorn AIM VCT plc 1,526,946 17 .0%
Artemis Investment Management LLP 508,983 5.7%
Phil McLear 472,290 5.3%
Hargreave Hale Limited 407,186 4.5%
Malcolm Hoare 300,300 3.3%
John Leach 282,920 3.2%
Annual General Meeting
The next Annual General Meeting will take place on 22nd June 2017.
Statement of disclosure of information to Auditors
The Directors of the Company who held offi ce at the date of approval of this 
Annual Report as set out above each confi rm that:
• so far as each Director is aware, there is no relevant audit information of 
which the Company’s auditors are unaware; and
• each  Director  has taken all  the steps that  they ought  to have taken as a 
Director in order to make themselves  aware  of  any  relevant  audit  
information  and  to  establish that  the Company’s auditors are aware of 
that information.
Auditors
BDO LLP has indicated its willingness to continue as auditor. Accordingly a 
resolution proposing  its  reappointment  as  auditor  will  be  put  to  the  
members  at  the  next  Annual  General Meeting.
By order of the Board
Nigel Payne
Chairman
21 March 2017
DIRECTORS’ REPORT CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 19
Financial statements Strategic report Directors’ report
Directors’ service agreements and letters of appointment
Nigel Payne
Mr Payne has entered into a letter of appointment with the Company 
dated 30 November 2016 for his appointment as a Non-Executive Director 
and Chairman.  The appointment is terminable by either party giving 
three months’ notice and summarily by the Company in certain limited 
circumstances.  The letter provides for appointment as Non-Executive 
Director of the Company for an initial term of two years to be reviewed 
thereafter.  The letter provides for payment of a director’s fee of £40,000 
per annum.  Mr Payne has given certain non-compete undertakings which 
apply during his engagement.
Ian Mann
Mr Mann has entered into a service agreement with the Company dated 
30 November 2016 for his appointment as full time Chief Executive Offi cer.  
The appointment is terminable on six months’ notice given by either party 
and summarily by the Company in certain limited circumstances.   
Mr Mann’s annual salary is £225,000 and he is entitled to various customary 
benefi ts.  Mr Mann has given certain non-compete and non-solicitation 
undertakings which apply during his engagement and in respect of the 
period of eighteen months post termination.
Lucy Sharp
Ms Sharp has entered into a service agreement with the Company dated 
30 November 2016 for her appointment as full time Executive Director.  
The appointment is terminable on six months’ notice given by either party 
and summarily by the Company in certain limited circumstances.   
Ms Sharp’s annual salary is £100,000 and she is entitled to various 
customary benefi ts.  Ms Sharp has given certain non-compete and  
non-solicitation undertakings which apply during her engagement and in 
respect of the period of eighteen months post termination.
Keith Kelly
Mr Kelly has entered into a service agreement with the Company  dated  
30 November 2016 for his appointment as full time Executive Director.  
The appointment is terminable on six months’ notice given by either party 
and summarily by the Company in certain circumstances.  Mr Kelly’s 
annual salary is £80,000 and he is entitled to various customary benefi ts.  
Mr Kelly has given certain non-compete and non-solicitation undertakings 
which apply during his engagement and in respect of the period of 
eighteen months post termination.  
David Mathewson
Mr Mathewson has entered into a letter of appointment with the Company 
dated 30 November 2016 for his appointment as a Non-Executive Director.  
The appointment is terminable by either party giving three months’ 
notice and summarily by the Company in certain limited circumstances.  
The letter provides for appointment as non-executive director of the 
Company for an initial term of two years to be reviewed annually 
thereafter.  The letter provides for payment of a director’s fee of £32,000 
per annum.  Mr Mathewson has given certain non-compete undertakings 
which apply during his engagement.
 
 
Stephen Vaughan
Mr Vaughan has entered into a letter of appointment with the Company 
dated 7 December 2016 for his appointment as a Non-Executive Director 
for an initial term of two years unless the appointment is terminated 
sooner by either party.  The appointment is terminated by either party 
giving three months’ notice and summarily by the Company in certain 
limited circumstances.  The letter provides for payment of a director’s fee 
of £32,000 per annum.  Mr Vaughan has given certain non-compete 
undertakings which apply during his engagement.
All of the aforementioned service agreements and letters of appointment 
are governed by English law.
There are no existing or proposed service contracts between any Director 
and the Company.
There are no existing or proposed arrangements which provide for benefi ts 
or additional payment upon any Director’s termination of employment.
There are no existing or proposed arrangements under which any Director 
has agreed to waive further emoluments nor has there been any waiver of 
emoluments during the fi nancial period ended 31st December 2016.
Remuneration and share incentives in the 15 months 
ended 31 December 2016 
Period ended
 31 December 2016
Period ended 
31 December 2016
Performance 
Period ended 
31 December 2016
Year ended 30 
September 2015
Name of Director Salary or fees related bonuses Total emoluments Total emoluments
Nigel Payne 2,000 — 2,000 —
Ian Mann 64,483 50,000 114,483 27,480
Lucy Sharp 130,474 17 ,500 147 ,974 61,191
Keith Kelly 111,596 49,583 161,179 41,593
David Mathewson 2,941 — 2,941 —
Steve Vaughan 2,667 — 2,667 —
DIRECTORS’ REMUNERATION REPORT ECSC Group plc
Annual Report and Accounts 2016
20
DIRECTORS’ RESPONSIBILITY STATEMENT
The  Directors  are  responsible  for  preparing  the  annual  report  and  the  
fi nancial  statements  in accordance with applicable law and regulations.
Company law requires the Directors to prepare fi nancial statements for 
each fi nancial year. Under that law the  Directors have  elected  to  prepare 
the fi nancial  statements in accordance with International Financial  
Reporting  Standards  as  adopted  by  the  EU.  Under  company  law  the  
Directors  must  not approve the fi nancial  statements unless they are 
satisfi ed that they give a true and fair view of  the state of aff airs of the 
Company and of the profi t or loss of the Company for that period. In 
preparing these fi nancial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state   whether   applicable   accounting   standards   have   been 
followed,  subject   to   any material  departures  disclosed  and  
explained  in  the fi nancial statements; and
• prepare  the  fi nancial  statements  on  a  going  concern  basis  unless  it  
is  inappropriate  to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records 
that are suffi cient to show and explain the Company’s transactions and 
disclose with reasonable accuracy at any time the fi nancial position  of  the  
Company  and  enable  them  to  ensure  that  the  fi nancial  statements 
comply  with  the Companies  Act  2006.  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.
Financial information is published on the Company’s website. The 
maintenance and  integrity  of  this website is the responsibility of  the 
Directors;   the   work   carried   out   by   the   Company’s auditors does not  
involve  consideration   of   these   matters   and,   accordingly,   the   auditors   
accept   no responsibility  for  any  changes  that  may  occur  to  the  
fi nancial  statements  after  they  are  initially presented on the website.
It should be noted that legislation in the United Kingdom governing the 
preparation and dissemination of fi nancial statements may diff er from 
legislation in other jurisdictions.
By order of the Board
Keith Kelly  David Mathewson
Chief Financial Offi cer Non-Executive Director
21 March 2017 ECSC Group plc
Annual Report and Accounts 2016 21
Financial statements Strategic report Directors’ report
INDEPENDENT AUDITOR’S REPORT
to the members of ECSC Group plc
We have audited the financial statements of ECSC Group plc for the 
15 month period ended 31 December 2016 which comprise the 
statement of financial position, the statement of comprehensive 
income, the cash flow statement, the statement of changes in 
equity and the related notes.  The financial reporting framework 
that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs). 
This report is made solely to the company’s members, as a body, in 
accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them 
in an auditor’s report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility to 
anyone other than the company and the company’s members as a 
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors 
As explained more fully in the statement of directors’ responsibilities, 
the directors are responsible for the preparation of the parent 
company financial statements and for being satisfied that they give 
a true and fair view. Our responsibility is to audit and express an 
opinion on the parent company financial statements in accordance 
with applicable law and International Standards on Auditing (UK 
and Ireland). Those standards require us to comply with the 
Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors. 
Scope of the audit of the fi nancial statements
A description of the scope of an audit of financial statements is 
provided on the FRC’s website at: 
www.frc.org.uk/auditscopeukprivate.
Opinion on fi nancial statements
In our opinion the parent company financial statements: 
• give a true and fair view of the state of the company’s aff airs as at  
31 December 2016 and of its profi t for the 15 month period 
then ended;
• have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and 
• have been prepared in accordance with the requirements of 
the Companies Act 2006.
 
 
 
 
Opinion on other matters prescribed by the Companies  
Act 2006
In our opinion:
• the information given in the strategic report and directors’ report for 
the fi nancial period for which the fi nancial statements are prepared 
is consistent with the parent company fi nancial statements. 
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 
the Companies Act 2006 requires us to report to you if, in our opinion;
• adequate accounting records have not been kept by the 
parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
• the financial statements are not in agreement with the 
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law 
are not made; or
• we have not received all the information and explanations we 
require for our audit.
Mark Langford (Senior Statutory Auditor)
for and on behalf of BDO LLP, Statutory Auditor
Leeds
United Kingdom
21 March 2017
BDO LLP is a limited liability partnership registered in England and Wales 
(with registered number OC305127). ECSC Group plc
Annual Report and Accounts 2016 22
STATEMENT OF COMPREHENSIVE INCOME
for the 15 months ended 31 December 2016
15 months ended Year ended
31 December 2016 30 September 2015
Note £ £
Revenue 4 4,510,419 2,650,395
Cost of sales (1,014,688) (453,583)
Gross profi t 3,495,731 2,196,812
Other income 5 157 ,660 89,973
Selling and distribution costs (380,098) (176,381)
Administrative expenses (2,820,699) (1,592,230)
Operating profi t 6 452,594 518,174
Finance income 5,146 —
Exceptional items – IPO costs 26 (974,876) —
(Loss)/profi t before taxation (517,136) 518,174
Taxation 8 118,130 (94,977)
(Loss)/profi t for the period (399,006) 423,197
Other comprehensive income — —
Total comprehensive income for the period (399,006) 423,197
Attributable to equity holders of the Company (399,006) 423,197
Earnings per share
Basic earnings per share 9 (0.08) 0.09
Diluted earnings per share 9 (0.08) 0.09 ECSC Group plc
Annual Report and Accounts 2016 23
Financial statements Strategic report Directors’ report
As at As at As at
31 December 2016 30 September 2015 1 October 2014
Note £ £ £
ASSETS
Non-current assets
Intangible assets 10 363,244 253,964 166,507
Property, plant and equipment 11 297,946 67,086 84,451
Total non-current assets 661,190 321,050 250,958
Current assets
Inventory 12 304 1,038 603
Trade and other receivables 13 1,032,883 695,698 602,976
Corporation tax recoverable 181,928 35,998 —
Cash and cash equivalents 14 4,986,596 323,543 238,367
Total current assets 6,201,711 1,056,277 841,946
TOTAL ASSETS 6,862,901 1,377 ,327 1,092,904
Current liabilities
Trade and other payables 15 1,262,887 620,198 517 ,762
Corporation tax payable — — 27,290
Total current liabilities 1,262,887 620,198 545,052
Non-current liabilities
Deferred tax 16 49,342 58,293 43,301
Total non-current liabilities 49,342 58,293 43,301
TOTAL LIABILITIES 1,312,229 678,491 588,353
NET ASSETS 5,550,672 698,836 504,551
EQUITY
Equity attributable to owners of the Parent:
Share capital 17 89,941 22,381 22,381
Share premium account 5,512,175 75,009 75,009
Retained earnings (51,444) 601,446 407,161
TOTAL EQUITY 5,550,672 698,836 504,551
The fi nancial statements were approved and authorised for issue by the Board of Directors on 21 March 2017 and were signed on its behalf by:
Keith Kelly
Director
ECSC Group plc          Registered number: 03964848
STATEMENT OF FINANCIAL POSITION
as at 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 24
STATEMENT OF CHANGES IN EQUITY
for the 15 months ended 31 December 2016
Share Retained
Share capital premium earnings Total
£ £ £ £
Balance at 30 September 2014 22,381 75,009 407,161 504,551
Profi t and total comprehensive income for the year — — 423,197 423,197
Transactions with owners:
Dividends — — (228,912) (228,912)
Balance at 30 September 2015 22,381 75,009 601,446 698,836
Profi t and total comprehensive income for the period (399,006) (399,006)
Transaction with owners:
Issue of shares 1,569 83,188 — 84,757
Bonus issue 26,345 (26,345) — —
Issue of shares at IPO 29,940 4,970,058 — 4,999,998
Exercise of share options 9,706 723,470 — 733,176
Share issue costs — (313,205) — (313,205)
Dividends — — (253,884) (253,884)
Balance at 31 December 2016 89,941 5,512,175 (51,444) 5,550,672 ECSC Group plc
Annual Report and Accounts 2016 25
Financial statements Strategic report Directors’ report
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Cash fl ow from operating activities
(Loss)/profi t for the period/year before taxation (517,136) 518,174
Exceptional items – IPO listing costs 974,876 —
Adjustment for:
Amortisation of intangibles 112,458 54,873
Depreciation of property, plant and equipment 64,816 32,774
Cash from operating activities before changes in working capital 635,014 605,821
Change in inventory 734 (435)
Change in trade and other receivables including tax (410,395) (159,860)
Change in trade and other payables 642,689 102,436
Cash generated from operating activities 868,042 547,962
Income tax received/(paid) 36,459 (76,136)
Net cash fl ow from operations 904,501 471,826
Acquisition of property, plant and equipment (295,676) (15,409)
Development costs capitalised (221,738) (142,330)
Net cash fl ow used in investing activities (517,414) (157 ,739)
Dividends paid (253,884) (228,911)
Proceeds from issuance of shares 5,817,931 —
Exceptional items – IPO listing costs (1,288,081) —
Net cash used in fi nancing activities 4,275,966 (228,911)
Net increase in cash & cash equivalents 4,663,053 85,176
Cash and equivalent at beginning of period 323,543 238,367
Cash and equivalent at end of period 4,986,596 323,543
CASH FLOW STATEMENT
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 26
The financial statements of ECSC Group plc for the 15 months ended 31 December 2016 were authorised for issue in accordance with a 
resolution of the directors on 21 March 2017. ECSC Group plc was incorporated in England and Wales on 5 April 2000, with the registered 
number 03964848. The address of the registered office is 28 Campus Road, Listerhills Science Park, Bradford, West Yorkshire, BD7 1HR.
For years up to and including 30 September 2015, the Company has prepared its financial statements under UK GAAP . These financial 
statements for the 15 months ended 31 December 2016 are the first that the Company has prepared in accordance with International 
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Note 24 explains how the Company 
has applied IFRS on transition. The Board made the decision to change the year end to 31 December 2016. These financial statements 
therefore present a fifteen month period, meaning the two periods are not entirely comparable.
The principal activity of ECSC Group plc is the supply of information security professional services.
1. Presentation of fi nancial statements
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting 
Standards and Interpretations (collectively “IFRSs”) issued by the International Accounting Standards Board (“IASB”) as adopted by the 
European Union (“adopted IFRSs”). Consolidated financial statements are not prepared as the subsidiary of the company, ECSC Australia 
Limited, is dormant and immaterial.
The financial statements have been presented in Pound Sterling (£, GBP) as this is the currency of the primary economic environment that 
the Company operates in.
2. Accounting policies
The principal accounting policies applied in the preparation of the fi nancial statements are set out below. These policies have been consistently 
applied to all periods presented, unless otherwise stated. 
Basis of Accounting
The financial statements have been prepared on the historical cost basis except as stated. The results presented are for those of the parent 
only. Consolidated financial statements have not been prepared on the grounds of immateriality.
New standards, amendments to and interpretations to published standards not yet eff ective
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some 
cases have not yet been adopted by the EU.
The Directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Company 
in future periods, except that IFRS 9 may impact both the measurement and disclosures of financial instruments, IFRS 15 may have an 
impact on revenue recognition and related disclosures and IFRS 16 will have an impact on the recognition of operating leases. At this point 
it is not practicable for the Directors to provide a reasonable estimate of the effect of these standards as their detailed review of these 
standards is still ongoing.
Going concern
The financial statements have been prepared on the basis that the Company will continue as a going concern. 
After making enquiries, the Directors consider that the Company has adequate resources and committed borrowing facilities to continue 
in operational existence for the foreseeable future. Consequently, they have adopted the going concern basis in preparing the fi nancial statements.
Revenue
Revenue comprises revenue recognised by the Company in respect of goods and services supplied during the year, exclusive of Value 
Added Tax and trade discounts. Revenue from the sale of products is recognised when the significant risks and rewards of ownership have 
been transferred, which is considered to occur when title passes to the customer. Revenue from provision of consultancy services is 
recognised as services are rendered, generally based on the negotiated daily rate in the consulting arrangement and the number of days 
worked during the period. Revenue from management and support services is deferred and recognised on a straight line basis over the 
service period.
NOTES TO THE FINANCIAL STATEMENTS
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 27
Financial statements Strategic report Directors’ report
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the applicable eff ective interest rate.
Government grants
Government Grants are recognised in the Statement of Comprehensive Income on a systematic basis over periods in which the entity 
recognises expenses for the related costs for which the grants are intended to compensate.
Operating profi t
Operating profit is stated after all expenses, including those considered to be exceptions, but before finance income or expenses. 
Exceptional items are items of income or expense which because of their nature or size require separate presentation to allow shareholders 
to better understand the financial performance of the period and allow comparison with prior years.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions 
in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are 
taken into account in arriving at the operating profit.
Employee benefi ts
(i) Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated 
services are rendered by employees of the Company. 
(ii) Defined Contribution plans
The Company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those  
of the Company. The annual contributions are charged to the Statement of Comprehensive Income. The Company also contributes to the 
personal pension plans of the Directors at the Company’s discretion.
(iii) Employee share incentive plans
The Company issues equity-settled share-based payments to certain employees (including Directors). These payments are measured at 
fair value at the grant date by use of a Black-Scholes model.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged 
against profits on a straight line basis over the full period of the lease. Any lease incentives are spread on a straight line basis over the full 
period of the lease.
Property, plant and equipment
All additions are initially recorded at cost.
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset 
as follows:
Leasehold property  – 20% reducing balance
Office furniture and equipment  – 20% reducing balance
Computer equipment  – 33% straight line
Motor vehicles  – 20% straight line ECSC Group plc
Annual Report and Accounts 2016 28
2. Accounting policies continued 
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. 
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if 
all of the criteria set out in IAS 38 are met. Once the criteria are met, the development expenditure is capitalised and amortised over its 
useful life, included in the administrative costs in Statement of Comprehensive Income.
The useful life of development costs is considered to be five years.
Inventories
Inventories are carried at the lower of cost or net realisable value. 
Net realisable value is calculated based on the revenue from sale in the normal course of business less any costs to sell. Due allowance is made for 
obsolete and slow moving items. 
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of 
another entity.
Financial assets
• Initial recognition and measurement
Financial assets are classified, at initial recognition, as financial assets on loans and receivables, or derivatives designated as hedging 
instruments in an effective hedge, as appropriate. All financial assets are recognised initially at fair value plus, in the case of financial assets 
not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
The Company’s financial assets include cash and cash equivalents, trade and other receivables and non-derivative financial assets.  
The Company’s financial assets include cash and cash equivalents, trade and other receivables and non-derivative financial assets.
• Subsequent measurement
Loans and receivables
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in active market are classified 
as loans and receivables. Loans and receivables are measured at amortised cost, using the effective interest method less impairment. 
Interest is recognised by applying the effective interest method, except for short-term receivables when the recognition of interest would 
be immaterial.
• Derecognition of financial assets
The Company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the 
financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor 
retains substantially all the risks and rewards of ownership of the financial asset and continues to control the transferred asset, the 
Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains 
substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset 
and also recognises a collateralised borrowing for the proceeds receivables.
Financial liabilities and equity instruments
• Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements 
entered into and the definitions of a financial liability and an equity instrument.
• Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 29
Financial statements Strategic report Directors’ report
Equity instruments are recorded at the proceeds received, net of direct issue costs.
• Financial liabilities
Financial liabilities are classifi ed as either fi nancial liabilities at fair value through profi t or loss or fi nancial liabilities measured at amortised cost.
• Trade and other payables 
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, 
where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
• Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.
Off setting of fi nancial instruments
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if there is a currently 
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle 
the liabilities simultaneously.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments which are readily 
convertible to known amounts of cash and are subject to insignifi cant risk of changes in value.
Impairment of assets 
Financial assets
A fi nancial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A fi nancial asset is 
considered to be impaired if objective evidence indicates that one or more events have had a negative eff ect on the estimated future cash fl ows of 
that asset.
An impairment loss in respect of a fi nancial asset measured at amortised cost is calculated as the diff erence between its carrying amount, and present 
value of the estimated future cash fl ows discounted at the original eff ective interest rate. An impairment loss in respect of an available-for-sale fi nancial 
asset is calculated by reference to its fair value. 
Individually signifi cant fi nancial assets are tested for impairment on an individual basis. The remaining fi nancial assets are assessed collectively in 
groups that share similar credit risk characteristics.
An impairment loss is recognised in the profi t or loss. Any cumulative loss in respect of an available-for-sale fi nancial asset recognised previously in 
equity is transferred to the statement of comprehensive income. 
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For fi nancial 
assets measured at amortised cost and available-for-sale fi nancial assets that are debt securities, the reversal is recognised in the profi t or loss. For 
available-for-sale fi nancial assets that are equity securities, the reversal is recognised directly in equity.
Non-fi nancial assets
The carrying amounts of the Company’s non-fi nancial assets, other than deferred tax assets, are reviewed at each reporting date to determine 
whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing 
value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market 
assessments of the time value of money and risk specifi c to the asset. For the purpose of impairment testing, assets are grouped together into 
the smallest group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows of other assets 
or groups of assets. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating 
units that are expected to benefi t from the synergies of the combination.   An impairment loss is recognised if the carrying amount of an asset 
or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in the profi t or loss. Impairment 
losses recognised in respect of cash generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to the units 
and then to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis. ECSC Group plc
Annual Report and Accounts 2016 30
2. Accounting policies continued  
Impairment of assets continued 
Non-fi nancial assets continued
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at 
each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in 
the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does 
not exceed the carrying amount that have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Income tax
Income tax expense represents the sum of the tax currently payable and deferred tax. 
The tax currently payable is based on taxable profi t for the year. Taxable profi t diff ers from profi t as reported in the statement of comprehensive 
income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable 
or tax deductible. 
The Company’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the 
fi nancial period.
Credit available on eligible Research and Development expenditure and not reclaimable through other means is included within Grant income. 
Deferred tax is recognised in respect of all timing diff erences that have originated but not reversed at the balance sheet date where transactions or 
events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax.
Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profi ts 
from which the future reversal of the underlying timing diff erences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing diff erences reverse, 
based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events and whose existence will only be confi rmed by the occurrence or  
non-occurrence of one or more uncertain future events not wholly within the control of the Company. It can also be a present obligation arising from 
past events that is not recognised because it is not probable that outfl ow of economic resources will be required or the amount of obligation cannot 
be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the accounts. When a change in the probability of an outfl ow occurs so that 
the outfl ow is probable, it will then be recognised as a provision. 
A contingent asset is a possible asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence 
of one or more uncertain events not wholly within the control of the Company. Contingent assets are not recognised but are disclosed in the notes 
to the accounts when an infl ow of economic benefi ts is probable. When infl ow is virtually certain, an asset is recognised.
Share capital
Ordinary Shares are recorded at nominal value and proceeds received in excess of nominal value of shares issued, if any, are accounted for as share 
premium. Both Ordinary Shares and share premium are classifi ed as equity. Costs incurred directly to the issue of shares are accounted for as a 
deduction from share premium, otherwise they are charged to the Statement of Comprehensive Income.
Operating segments
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, 
including revenues and expenses that relate to transactions with any of the Company’s other components. 
An operating segment’s operating results are reviewed regularly by the Chief Operating Decision Maker (“CODM”) (which takes the form of the 
directors of the Company) to make decisions about resources to be allocated to the segments and assess its performance, and for which discrete 
fi nancial information is available. 
The Board considers that the Company’s activity now constitutes three operating and three reporting segments, as defi ned under IFRS 8. 
 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 31
Financial statements Strategic report Directors’ report
Parties are considered to be related if one party has the ability (directly or indirectly) to control the other party or exercise signifi cant infl uence over 
the other party in making fi nancial and operating decisions. Parties are also considered related if they are subject to common control or common 
signifi cant infl uence. Related parties may be individuals or corporate entities.
3. Critical accounting estimates and sources of estimation uncertainty
In applying the accounting policies, the directors may at times require to make critical accounting judgements and estimates about the carrying 
amount of assets and liabilities. These estimates and assumptions, when made, are based on historical experience and other factors that the directors 
considers are relevant.
The key estimates and assumptions concerning the future and other key sources of estimation uncertainty at the end of the fi nancial year, that have 
signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are as stated below.
Revenue recognition
Management considers the nature of the Company’s contracts with customers and recognise revenue on an appropriate basis in accordance with 
IFRS. This process involves the use of judgements and estimates. Revenue is recognised when the service is completed or the goods delivered to the 
customer.  Appropriate deferrals are made to revenue when services are being delivered over time.
Development costs – capitalised
Management estimate the percentage of development staff time used to enhance and improve the Company’s software asset/process to capitalise 
a proportion of salary costs each period.
Research and development tax claim
A credit has been recognised as a result of an R&D tax credit claim being made in 2016 in respect of the FY14, FY15 and FY16 periods.
4. Revenue and segment information
The Company’s principal revenue is derived from the supply of information security professional services. 
During this period, the CODM received information on fi nancial performance on a divisional basis. The Directors consider that there are three 
reportable operating segments: Consultancy, Managed Services, and Vendor Products.  There were a small number of other transactions recorded 
during each period which are not considered to be part of either of the three reportable operating segments.  These are presented below within the 
‘Other’ caption and are not signifi cant.
The CODM does not receive any information on the fi nancial position of each segment, including information on assets and liabilities. Accordingly, 
such information has not been presented.  The Company’s revenue and gross profi t by operating segment for the year ended 30 September 2015 
and the 15 months ended 31 December 2016 were as follows:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Revenue
Consultancy 2,803,611 1,806,838
Managed services 1,330,372 787,749
Vendor products 376,136 55,808
Other 300 —
4,510,419 2,650,395
Gross profit
Consultancy 2,211,541 1,454,768
Managed services 1,241,187 738,161
Vendor products 42,704 3,883
Other 299 —
 3,495,731 2,196,812
For the purpose of financial reporting, certain operating expenses were allocated to cost of sales at each period end.  The way that these 
costs are recorded is such that it was not possible to allocate them to a reporting segment, and as a result these are all shown within the  ECSC Group plc
Annual Report and Accounts 2016 32
4. Revenue and segment information  continued
‘Other’ caption above.  The above presentation shows that gross margin per reportable segment was 100% in each period.  Whilst gross 
margins are high in these segments (see 2016 information later) it should be noted that some relevant cost of sales to these reportable 
segments is included in the ‘Other’ caption as explained above. 
The Company’s results by segment for the period ended 31 December 2016 were as follows:
Consultancy Managed services Vendor products Other Total
£ £ £ £ £
Revenue – external 2,803,611 1,330,372 376,136 300 4,510,419
Gross profi t 2,211,541 1,241,187 42,704 299 3,495,731
Operating expenses (2,009,940) (1,163,548) (90,199) 220,550 (3,043,137)
Segment result – operating profi t 201,601 77,639 (47,495) 220,849 452,594
The Vendor Products revenue above represents the only revenue of the sale of goods in any of the periods.
All the non-current assets of the Company are located in the United Kingdom. 
The Company had the following customer who contributed more than 10% of revenue:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Customer 1 — 256,000
Revenue by country was as follows:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Channel Islands 15,130 13,675
Egypt 15,187 14,523
France 32,199 22,449
Ireland 58,380 102,290
USA 91,166 100,068
South Africa 64,786 —
United Kingdom 4,233,571 2,397,390
4,510,419 2,650,395
5. Other income
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Grant income 157 ,660 89,973
A credit has been recognised within grant income as a result of an R&D tax credit claim being made in 2016 in respect of the FY14, FY15 and 
FY16 periods. A credit of £134,745 (2015: £63,404) is included within grant income in respect of these claims.
 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 33
Financial statements Strategic report Directors’ report
6. Operating profi t 
 
Operating profit is stated after charging:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Depreciation of owned assets 64,816 32,774
Amortisation of intangibles – development costs 112,458 54,873
Expenditure on research activities 323,738 103,505
Allowance provision on trade receivables 5,011 8,384
Auditors’ remuneration – audit services 23,000 —
   – Non-audit services:
           –  Taxation compliance services 5,450 —
           –  Other taxation services 13,650 —
           –  Other non-audit services 11 2,435 —
Operating lease charge
– Property 56,250 40,500
– Other 78,144 39,018
Inventories expensed 234,739 —
The statutory financial statements for previous periods were unaudited. These figures have been subject to audit for the purpose  
of preparing these financial statements and therefore all audit fees have been incurred in the current period.
7. Employee benefi t expense 
 
Employee costs (including Directors) during the periods amounted to:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Wages and salaries 2,385,511 1,213,697
Social security costs 249,652 143,712
Pension contributions 70,265 48,505
 2,705,428 1,405,914
Directors’ and key management remuneration is as follows (and is included above also):
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Wages and salaries 596,080 306,993
Social security costs 74,250 35,590
Pension contributions 70,265 31,656
 740,595 374,239
Key Management are considered to be the directors and senior management disclosed in The Board section on pages 18 and 19. Details 
of total directors’ remuneration can be found in the Remuneration Report on page 20. Amounts paid to the highest paid director in the 
period were as follows:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Wages and salaries 155,277 60,000
Pension contributions 9,100 1,200
 164,377 61,200 ECSC Group plc
Annual Report and Accounts 2016 34
7. Employee benefi t expense continued
The average number of employees during the year was:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Directors 7 7
Operational 34 27
8. Taxation
Recognised in the Statement of Comprehensive Income
15 months ended Year ended
31 December 2016 30 September 2015
£ £
UK corporation tax – current tax on profi t for the year (127 ,164) 79,999
Over/under provision in prior period 83 (14)
Deferred tax 8,951 14,992
 (1 18,130) 94,977
Reconciliation of eff ective tax rate 
15 months ended Year ended
31 December 2016 30 September 2015
£ £
(Loss)/profit before tax (517,136) 518,174
Tax at the UK corporation tax rate of 20.0%/20.5% (1 1,687) 93,228
Expenses not deductible for tax purposes 77,245 1,581
Exercise of share options (174,981) —
Marginal relief and tax rate adjustment — (1,315)
Ineligible depreciation — 1,070
Adjust closing deferred tax to average rate of 20% (8,707) —
Over/under provision in prior period — (14)
Other — 427
 (1 18,130) 94,977
Deferred tax
15 months ended Year to
31 December 2016 30 September 2015
£ £
Origination and reversal of timing differences 8,951 14,992
8,951 14,992
 
 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 35
Financial statements Strategic report Directors’ report
9. Earnings per share 
 
Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the 
weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by 
the weighted average number of Ordinary Shares outstanding during the period plus the weighted average number of Ordinary Shares 
that would be issued on conversion of all the dilutive potential Ordinary Shares into Ordinary Shares.  
 
The following reflects the income and share data used in the basic and diluted earnings per share computations:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Net profi t attributable to equity holders of the Company (399,006) 423,197
Add back exceptional items – IPO costs 974,876 —
Adjusted profi t 575,870 423,197
Initial weighted average number of Ordinary Shares 22,381 22,381
Adjusted to refl ect Split into 100 1p shares 2,238,100 2,238,100
Bonus Issue 2,461,910 2,461,910
Weighted average of shares issued in period 445,217 —
Adjusted weighted average number of Ordinary Shares 5,167,608 4,700,010
Basic earnings per share (0.08) 0.09
Diluted earnings per share (0.08) 0.09
Adjusted earnings per share 0.11 0.09
On 28 October 2016 the Company passed a resolution to re-designate all the Ordinary Shares of £1 each in issue as a single class of shares. 
A resolution was then passed to sub-divide every existing Ordinary Share of £1 each in issue into 100 Ordinary Shares.  The Company then 
passed a resolution to issue 110 Ordinary Shares of £0.01 each by way of a bonus issue pro rata to the Shareholders.  In accordance with 
IFRS this has been reflected in weighted average number of Ordinary Shares above.
The dilution arising as a result of the share options in the prior year is considered to be immaterial and so therefore no adjustment has 
been made.
Adjusted earnings per share are stated before charging IPO costs of £975k.  ECSC Group plc
Annual Report and Accounts 2016 36
10. Intangible assets
Goodwill
The Company made an acquisition in the year ended 30 September 2003 and goodwill of £20,250 was recognised in accordance with UK GAAP at 
that time. The goodwill was fully amortised under UK GAAP as at 1 October 2012, the date of transition to IFRS. As permitted by IFRS 1, the carrying 
value of goodwill has not been restated on transition to IFRS. In addition, IFRS 3 has not been retrospectively applied to acquisitions prior to the 
transition date. 
Development costs
£
Cost
As at 1 October 2014 203,201
Additions 142,330
As at 30 September 2015 345,531
As at 1 October 2015 345,531
Additions 221,738
As at 31 December 2016 567,269
Amortisation
As at 1 October 2014 36,694
Amortisation charge for the year 54,873
As at 30 September 2015 91,567
As at 1 October 2015 91,567
Amortisation charge for the period 112,458
As at 31 December 2016 204,025
Net book value
As at 1 October 2014 166,507
As at 30 September 2015 253,964
As at 31 December 2016 363,244
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 37
Financial statements Strategic report Directors’ report
11. Property, plant and equipment
Leasehold Offi ce furniture and Computer Motor
property equipment equipment vehicles Total
£ £ £ £ £
Cost
At 1 October 2014 45,947 19,381 79,356 — 144,684
Additions — — 15,409 — 15,409
At 30 September 2015 45,947 19,381 94,765 — 160,093
Additions — 32,743 181,457 81,476 295,676
Disposals — — (27,212) — (27,212)
At 31 December 2016 45,947 52,124 249,010 81,476 428,557
Depreciation
At 1 October 2014 9,952 5,203 45,078 — 60,233
Charge for the year 7,199 2,836 22,739 — 32,774
At 30 September 2015 17 ,151 8,039 67,817 — 93,007
Charge for the period 7,199 3,767 45,313 8,537 64,816
Disposals — — (27,212) — (27,212)
At 31 December 2016 24,350 11,806 85,918 8,537 130,61 1
Net book value
At 1 October 2014 35,995 14,178 34,278 — 84,451
At 30 September 2015 28,796 11,342 26,948 — 67,086
At 31 December 2016 21,597 40,318 163,092 72,939 297,946
12. Inventory
31 December 2016 30 September 2015 1 October 2014
£ £ £
Inventory 304 1,038 603
13. Trade and other receivables
31 December 2016 30 September 2015 1 October 2014
£ £ £
Trade receivables 928,020 598,954 522,813
Other receivables 8,300 8,300 9,300
Prepayments and accrued income 96,563 88,444 70,863
1,032,883 695,698 602,976
The carrying amount of trade and other receivables approximates to their fair value.
14. Cash and cash equivalents
31 December 2016 30 September 2015 1 October 2014
£ £ £
Cash and bank balance 4,986,596 323,543 238,367 ECSC Group plc
Annual Report and Accounts 2016 38
15. Trade and other payables
31 December 2016 30 September 2015 1 October 2014
£ £ £
Trade payables 483,948 93,513 89,233
Corporation tax — — 27,290
Other taxation and social security 21 1,381 137 ,278 141,557
Other payables 567,558 389,407 286,972
 1,262,887 620,198 545,052
The carrying amount of trade and other payables approximates to their fair value due to their short-term nature.
16. Deferred tax
Deferred tax Total
£ £
As at 1 October 2014 43,301 43,301
Movement through income statement for the period 14,992 14,992
As at 30 September 2015 58,293 58,293
Movement through income statement for the period (8,951) (8,951)
As at 31 December 2016 49,342 49,342
Deferred tax
The deferred tax liabilities arose on the timing difference between the carrying values of the certain the Company’s assets for financial 
reporting purposes and for income tax purposes. These will be released to the income statement as the fair value of the related assets are 
depreciated or amortised.
17. Share capital 
 
Allotted, called up and fully paid:
Ordinary A Shares:
Authorised number Number of Ordinary Share
of shares shares issued capital Total
and fully paid £ £
At 1 October 2014 16,178 16,178 16,178 16,178
At 30 September 2015 16,178 16,178 16,178 16,178
Ordinary B Shares:
Authorised number Number of Ordinary Share
of shares shares issued capital Total
and fully paid £ £
At 1 October 2014 6,203 6,203 6,203 6,203
At 30 September 2015 6,203 6,203 6,203 6,203
Total A and B Shares as at 14 October 2015 22,381 22,381 22,381 22,381
The A and B Shares were split on 30 March 2011 and rank equally in all respects. Subsequently it was identifi ed by the Company that this share split 
was not transacted correctly.  This has subsequently been rectifi ed in October 2016 and has been presented throughout as though this was treated 
correctly at the initial date. 
On 14 October 2015, 1,569 shares were issued for £84,757, resulting in the recognition of share premium of £83,188.
On 28 October 2016 the Company passed a resolution to re-designate all the Ordinary Shares of £1 each in issue as a single class of shares.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 39
Financial statements Strategic report Directors’ report
Ordinary Shares
Authorised number Number of Ordinary Share
of shares shares issued capital Total
and fully paid £ £
Issued 1,569 1,569 1,569 1,569
Ordinary Shares after re-designation as per table above 22,381 22,381 22,381 22,381
23,950 23,950 23,950 23,950
Sub-division into 100 shares 2,395,000 2,395,000 23,950 23,950
Bonus issue 2,634,500 2,634,500 26,345 26,345
IPO issue 3,964,631 3,964,631 39,646 39,646
At 31 December 2016 8,994,131 8,994,131 89,941 89,941
The Ordinary Shares have a par value of £0.01 (2015: £1) per Ordinary Share and are fully paid. These Ordinary Shares carry no right to fixed 
income and have no preferences or restrictions attached to them. Consideration of £5,817,931 was received in respect of the above 
transactions in the period ended 31 December 2016.
On 28 October 2016 the Company passed a resolution to sub-divide every existing Ordinary Share of £1 each in issue into 100 Ordinary Shares. The 
Company then passed a resolution to issue 110 Ordinary Shares of £0.01 per 100 shares held each by way of a bonus issue pro rata to the shareholders.
On 14 December 2016, 970,620 new Ordinary Shares were issued immediately prior to Admission to satisfy the exercise of share options. 
Then, as part of the Placing (and in accordance with the terms of the Placing Agreement) 299,401 shares were allotted and issued.
Share premium account
The balance on the share premium account represents the amounts received in excess of the nominal value of Ordinary Shares.
Retained earnings
The balance held on this reserve is the accumulated retained profits of the Company. 
18. Financial instruments and fi nancial risk management 
 
The Company’s principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other 
payables. The Company’s accounting policies and method adopted, including the criteria for recognition, the basis on which income  
and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 3 to 
the financial statements. The Company does not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
31 December 2016 30 September 2015 1 October 2014
£ £ £
Financial assets
Loans and receivables:
Trade receivables 928,020 598,954 522,813
Other receivables 8,300 8,300 9,300
Cash and cash equivalents 4,986,596 323,543 238,367
Total fi nancial assets 5,922,916 930,797 770,480
Financial liabilities measured at amortised cost
Trade and other payables 663,613 350,212 231,035
 Total fi nancial liabilities 663,613 350,212 231,035
There are no fair value adjustments to assets or liabilities through profi t and loss. ECSC Group plc
Annual Report and Accounts 2016 40
18. Financial instruments and fi nancial risk management continued  
Capital management
The Company manages its capital to ensure that it will be able to continue as a going concern while attempting to maximise the return to stakeholders 
through the optimisation of the debt and equity balance. The capital structure of the Company consists of issued capital and retained earnings.
The Company’s fi nancial instruments, which are recognised in the statement of fi nancial position, comprise cash and cash equivalents, receivables 
and payables. The accounting policies and methods adopted, including the basis of measurement applied are disclosed above, where relevant. The 
information about the extent and nature of these recognised fi nancial instruments, including signifi cant terms and conditions that may aff ect the 
amount, timing and certainty of future cash fl ows are disclosed in the respective notes above, where applicable.
The Company does not generally enter into derivative transactions (such as interest rate swaps and forward foreign currency contracts) and it is, and 
has been throughout the period covered by these fi nancial statements, the Company’s policy that no trading in fi nancial derivative instruments shall 
be undertaken.
Credit risk
Credit risk is the risk that a counter-party will cause a financial loss to the Company by failing to discharge its obligations to the Company. 
The Company manages its exposure to this risk by applying limits to the amount of credit exposure to any one counterparty and employs 
strict minimum credit worthiness criteria as to the choice of counterparty. The maximum exposure to credit risk for receivables and other 
financial assets is represented by their carrying amount. The company considers credit risk to be low due to its processes and the nature 
of its customers, being mainly large corporates.
The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other 
receivables as appropriate. The allowance comprises a provision against individually significant exposures. 
Ageing analysis
The ageing analysis of the Company’s trade receivables is as follows:
31 December 2016 30 September 2015 1 October 2014
£ £ £
Current 499,479 278,510 248,239
Up to 30 days 228,256 144,689 215,290
30 to 60 days 113,492 96,469 36,495
90 days and older 91,804 79,286 45,842
Bad debt provision (5,011) — (23,053)
928,020 598,954 522,813
These receivables are not secured by any collateral or credit enhancement. Normal credit terms are 30 days.
Receivables past due total £205,296 (2015: £175,755, 2014: £82,337), of which £5,011 (2015: £Nil, 2014: £23,053) have been impaired.
The Company only holds cash at banks with a credit rating of A to mitigate the credit risk on cash deposits.
Fair values
The directors have assessed that the fair values of cash and short-term deposits, trade receivables, trade payables and other current 
liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments.
Interest rate risk
The Company’s policy is to fund its operations through the use of retained earnings and equity.
The Company’s exposure to changes in interest rates relates primarily to cash at bank. Cash is held either on current or short term deposits 
at a floating rate of interest determined by the relevant bank’s prevailing base rate. 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 41
Financial statements Strategic report Directors’ report
Interest rate sensitivity
When reviewing the sensitivity to movement in interest rates it is noted that the majority of the cash as at 31 December 2016 was 
received as a result of listing in the year. An average taken throughout the year would be significantly lower than this and it is therefore 
considered that even if interest rates increased 1% there would be no material impact.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. 
Market risk comprises three types of risk:
• commodity price risk;
• interest rate risk; and
• foreign currency risk.
Financial instruments affected by market risk include deposits, trade receivables, trade payables and accrued liabilities.
Foreign currency exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of the changes in foreign 
exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating 
activities when revenue or expense is denominated in a foreign currency.
The Company does not hedge its foreign currencies. Transactions with customers are mainly denominated in GBP . 
The Company has suppliers that invoice in US dollars. The balances exposed to credit risk at year end are as follows:
31 December 2016 30 September 2015 1 October 2014
$ $ $
US Dollars 13,932 84,882 26,319
A sensitivity analysis has not been presented as the potential impact is not considered to be material.
Liquidity risk
Liquidity risk arises from the Company’s management of working capital. It is the risk that the Company will encounter difficulty in 
meeting its financial obligations as they fall due.
The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. 
The maturity profile of the Company’s financial liabilities at the reporting dates, based on contractual undiscounted payments, are 
summarised below:
31 December 2016 30 September 2015 1 October 2014
£ £ £
Due within 3 months
Trade and other payables 1,045,339 563,756 448,742
19. Related party transactions
Directors and key management personnel compensation has been disclosed in note 7.
In addition to the related party information disclosed elsewhere in the financial statements, the following were significant related party 
transactions during the year/period under review and at terms and rates agreed between the parties: ECSC Group plc
Annual Report and Accounts 2016 42
19. Related party transactions 
During the years, dividends were paid to directors and their close family members as follows:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Dividends paid to Directors and their close family members 253,885 220,367
Total 253,885 220,367
Bank facilities of up to £250,000 are secured personally by one of the directors. 
In October 2015, loans amounting to £84,757 were granted to two directors to enable them to exercise share options. The loans are 
interest free and are repayable on a sale or flotation of the Company or earlier, at the borrowers’ discretion. The loans were discounted to 
£79,611 and were fully repaid in the period ended 31 December 2016. 
An additional loan of £12,547 was made to a director in the period ended 31 December 2016. This loan is interest free and was repaid in 
the period ended 31 December 2016.
20. Share based payments 
Equity-settled share based payments 
The Company operates an Enterprise Management Incentive Share Scheme. At the end of the previous period seven employees and 
directors held options.
Unapproved options have also been granted to non-qualifying individuals and at the end of the previous period one employee held these options.
The options are subject to criteria set by the Board, including the option holder’s continuing employment. The options are not transferable 
and have a life of ten years.
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during each period are as follows:
Exercise price 2015 Expired Granted Bonus Exercised 2016
£ No. No. No. No.* No. No.
Expiry date
31 October 2015 54.02 1,569 (1,569) — — — —
30 March 2018 75.24 536 — — 590 (1,126) —
31 March 2019 97.09 676 — — 743 (1,419) —
31 March 2020 103.54 134 — — 146 (280) —
28 February 2021 133.94 418 — — 460 (878) —
31 March 2021 163.06 218 — — 240 (458) —
31 March 2023 179.35 615 — — 677 (1,292) —
19 November 2025 197 .00 — — 1,400 1,540 (2,940) —
12 September 2026 233.0 — — 625 688 (1,313) —
Outstanding at end of period 4,166 (1,569) 2,025 5,084 (9,706) —
2016 2015
£ £
Weighted average exercise price — 97.56
* On 28 October 2016, the Company passed a resolution to issue to shareholders 110 Ordinary Shares of £0.01 each for every 100 existing 
Ordinary Shares of £0.01 each held by them by way of a bonus issue.
In accordance with the requirements of IFRS 2, the Company calculated the fair value of the share options at the date of grant using a Black 
Scholes option pricing model. 
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 43
Financial statements Strategic report Directors’ report
The following inputs were made into the model for each grant of options:
• Share price – estimated based on a multiple of adjusted earnings
• Risk free rate – based on 10 year UK Government Bond yields
• Volatility – estimated at 20% 
• Option life and vesting period – 10 years
Based on these calculations, the fair value of the share options at each grant date was not material and therefore no share based payment 
charge has been recorded. 
All share options were exercised on listing, with none carried forward into 2017.
21. Dividends
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Dividends paid
A shares 166,796 205,091
B shares 87,089 23,820
Total 253,885 228,911
Dividend per share (unadjusted)
A shares 10.31 12.68
B shares 14.04 3.84
Dividend per share (adjusted to refl ect the subdivision and bonus issues described in Note 17)
A shares 0.48 0.06
B shares 0.48 0.02
22. Commitments
The Company had not entered into any material capital commitments as at 31 December 2016.
The Company’s future minimum lease payments under non-cancellable operating leases are as follows:
15 months ended Year ended
31 December 2016 30 September 2015
£ £
Not later than one year 140,732 110,826
Later than one year and not later than fi ve years 207,718 346,903
More than fi ve years 72,099 218,860
420,549 676,589
23. Control
There is no overall controlling party. ECSC Group plc
Annual Report and Accounts 2016 44
Financial statements Strategic report Corporate governance
24. Transition to IFRS
The financial statements prepared for the period ended 31 December 2016 is the first the Company has prepared in accordance with IFRS. 
For periods up to and including the year ended 30 September 2015, the Company prepared its financial statements in accordance with 
generally accepted accounting principles in the United Kingdom (UK GAAP), and under the Financial Reporting Standard for Smaller 
Entities (“FRSSE”). 
Accordingly, the Company has prepared financial statements which complies with IFRS applicable for periods ending on or after  
31 December 2016, as described in the summary of significant accounting policies. In preparing the financial statements, the Company’s 
opening statement of financial position was prepared as at 1 October 2014, the date of transition to IFRS. 
In restating its UK GAAP financial statements, the Company has made adjustments to: 
• Recognise operating lease incentives over the full lease term, 
• Discount interest free loans to amortised cost; and 
• Capitalise and amortise development costs. 
Although the date of transition to IFRS was 1 October 2014 the opening balance sheet has been restated to capitalise development costs 
from 1 October 2012. This is the earliest point at which reliable data on development activities was available and prior to this date 
development costs/effort was minimal. Software development costs have been capitalised on a consistent basis from this point onwards.
A summary of the impact of transition to the statement of financial position is as follows:
30 September 2015 1 October 2014
£ £
Equity reported in accordance with UK GAAP and FRSSE 508,041 379,220
Transition adjustments:
Operating lease incentives (12,375) (7,875)
Capitalisation of development costs 345,531 203,201
Amortisation of development costs (91,568) (36,694)
Capitalisation and amortisation (50,793) (33,301)
 Equity reported in accordance with IFRS 698,836 504,551
 A summary of the impact of transition to the Statement of Comprehensive Income is as follows:
Year ended Year ended
30 September 2015 30 September 2014
£ £
Profi t after tax reported in accordance with UK GAAP 357,732 326,185
Transition adjustments:
Operating lease incentives (4,500) (4,500)
Capitalisation of development costs 142,330 121,330
Amortisation of development costs (54,874) (28,507)
Capitalisation and amortisation (17 ,491) (18,565)
Total comprehensive income reported in accordance with IFRS 423,197 395,943
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the 15 months ended 31 December 2016 ECSC Group plc
Annual Report and Accounts 2016 45
Financial statements Strategic report Directors’ report
25. Adjusted profi t before tax
15 months ended Year ended
31 December 2016 30 September 2015
£ £
(Loss)/profi t before taxation (517,136) 518,174
Exceptional IPO costs 974,876 —
Adjusted profi t before taxation 457,740 518,174
26. Exceptional costs
As part of the costs of the admission to trading on AIM for the first time, costs of £1,288,081 were incurred. Costs of £313,205 have been 
allocated against share premium, being the costs associated with share listing. The remaining £974,876 has been expensed in the year.
27. Subsidiary undertakings
The Company currently has the following wholly-owned subsidiary, which is incorporated and registered in England and Wales, of which 
ECSC Group plc holds 100% of the £1 share capital:
Name of Subsidiary Registered Offi ce Date of Incorporation Principal Activity
ECSC Australia Limited
28 Campus Road
Listerhills Science Park
Bradford
BD7 1HR 29 September 2016 Dormant ECSC Group plc
Annual Report and Accounts 2016 46
CORPORATE INFORMATION
ECSC Group plc
Registered number 03964848
Registered Offi ce
28 Campus Road
Listerhills Science Park
Bradford
BD7 1HR
Company Secretary
Keith Kelly
Nominated Adviser & Broker
Stockdale Securities Ltd
Beaufort House
15 St Botolph Street
London
EC3A 7BB
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing Business Park
West Sussex
BD99 6DA
Financial PR
Yellow Jersey PR
7th Floor, 22 Upper Ground
London
SE1 9PD
Auditors
BDO LLP
1 Bridgewater Place
Water Lane
Leeds
LS11 5RU
Solicitors
Freeths LLP
One Vine Street
Mayfair
London
W1J 0AH NOTICE OF AGM
As a Board, we believe that the delivery of our strategy, particularly through the aggressive scaling of our business that we are presently embarking on, 
should be based on strong governance. We also believe that good governance is essential to the way in which we run our business on a day-to-day 
basis, and we aim to operate to the governance standards required of much larger listed companies, where appropriate.
Annual General Meeting
This year, our Annual General Meeting will be held at 2.00pm on 22 June 2017 at the Company’s Head Offi ce; 28 Campus Road, Listerhills Science Park, 
Bradford, BD7 1HR. I would like to invite all our shareholders to attend; myself and the rest of the Board look forward to meeting you.
Nigel Payne
Chairman
21 March 2017
Eff ectiveness
The Company continues to evolve 
and expand its scale of operations. The 
Board recognises that managing such 
growth requires clear oversight by the Board, 
and our evaluation of eff ectiveness of the 
Board and its Committees is rigorous to 
ensure that we identify those areas for 
continued focus and development for 
the year ahead. 
Accountability
The Board recognises its 
responsibility to present a fair, 
balanced and understandable 
assessment of the Company’s position 
and prospects in this Annual Report, to 
assess the principal risks of the business, to 
ensure that reliable systems of risk 
management and internal control are in 
place, and to provide a statement as 
to the Company’s long-term 
viability. 
Relations with 
shareholders
The Board recognises and values the 
importance of maintaining healthy and open 
communication with our shareholders to 
ensure mutual understanding of our strategy, 
objectives, governance and performance. The 
Board receives regular investor reports which 
detail the feedback from investor meetings. 
This helps inform Board discussion on 
the views of investors and analysts 
on strategy.
Remuneration
Whilst the Board recognises that its 
employees are working in a sector that 
demonstrates both high demand for talent 
and associated rising labour costs, the Board’s 
remuneration policy will seek at all times to be 
within acceptable boundaries. One of the 
Remuneration Committee’s principal areas of 
focus for this year will be to review the policies 
put in place as part of our recent admission 
to AIM and to engage with stakeholders 
to consider changes should they be 
required.
Leadership
An eff ective Board is essential to a 
successfully run company. We have a strong 
group of Directors with a broad range of 
relevant public company, fi nance and information 
technology experience, a balance that results in 
eff ective collective decision making.  The balance 
between Executive and Independent Directors was 
considered during the formation of the Board, with 
appointments made based on management’s 
desire to add complementary skills and 
independent perspective to the Board. Brief 
biographies of all Directors can be 
found on pages 18 to 19.
Culture
The Board closely monitors developments 
in corporate governance and assesses how 
these can be applied to ECSC and how we can 
embed them within the culture of the Company. The 
Board believes that sound governance is essential to 
protecting shareholder value and the sustainable growth of 
the business. Strong governance is also a foundation stone 
for a healthy corporate culture of values, attitudes and 
behaviours, not only within an organisation’s daily 
operations, but also in its relations with its all of its 
stakeholders. As a Board, we recognise that standards 
are set from the top and that the Directors must lead 
by example to ensure that excellent standards 
permeate throughout all levels of the 
Company. @