Annual Report 2016 Eagle Eye Solutions Group plc
Transforming  
digital marketing
Eagle Eye Solutions Group plc
Annual Report 2016  The saas technology company 
that validates and redeems 
digital promotions and rewards 
in real-time for the grocery, 
retail and hospitality industries.
Overview 
01 2016 Highlights
02 Eagle Eye at a glance
04 Eagle Eye AIR in action
Strategic report 
06 Chairman’s Statement 
08 Chief Executive’s Review 
12 Financial Review
Governance 
16 Board of Directors
18 Directors’ Report
Financial statements 
22  Statement of Directors’ 
Responsibilities
23 Independent auditor’s report
24  Consolidated statement of total 
comprehensive income
25  Consolidated statement of 
financial position
26  Consolidated statement of 
changes in equity
27  Consolidated statement of 
cash flows
28  Notes to the consolidated 
financial statements
44  Company statement of 
financial position
45  Company statement of 
changes in equity
46 Company statement of cash flows
47  Notes to the Company  
financial statements
Shareholder information
52 Notice of Annual General Meeting
55 Company information
Scan here to view our video showing how 
our Eagle Eye AIR platform powers digital 
promotions Eagle Eye Solutions Group plc   Annual Report 2016 | 01
http://www.eagleeye.com
Overview Strategic report Governance Financial statements Shareholder information
Financial and corporate highlights
• Group revenue increased 33% to £6.5 million (FY15: £4.9 million)
• Eagle Eye AIR platform revenue increased by 70% to £4.6 million (FY15: £2.7 million)
• Recurring subscription and transactional Eagle Eye AIR platform revenues up 84%
year-on-year at £3.5 million (FY15: £1.9 million)
• Gross margin up 8ppts to 79% (FY15: 71%)
• Subscription and transactional revenues represented 80% of total revenues (FY15: 80%),
demonstrating the sustained recurring business model
• Cash position of £1.3 million (FY15: £4.3 million) and new bank facility of £1.5 million
secured with Barclays Bank PLC
Tier 1 contract success and delivery
• Significant contract win with Sainsbury’s for the deployment of AIR taking our
UK market coverage
1
 to more than 30%
• Major international contract with Loblaws Inc. (“Loblaw”), Canada’s largest retailer,
to deploy the Eagle Eye AIR platform
• Nationwide rollout of the Eagle Eye AIR platform across all Asda stores complete
Operational highlights
• Total customer count at 219 (FY15: 156) including over 70 FMCG brands (FY15: 17)
• Redemption volumes up 121% in the Period to 38.4 million (FY15: 17 .4 million)
• Messaging volumes maintained at 40.3 million (FY15: 40.1 million)
• Investment in new product developments, including digital wallet capability, enable
Eagle Eye to access the loyalty programme market, worth $100 billion
2
 worldwide
Post period strategic board changes
• Tim Mason, previously Non-Executive Chairman, appointed as Chief Executive
• Phill Blundell, previously Chief Executive, becomes Deputy Chief Executive to strengthen
Eagle Eye’s operational capability and to deliver its international growth strategy
• Malcolm Wall, previously a Non-Executive Director, appointed as Non-Executive Chairman
FY15 FY16
Group Revenue £million
0
1
2
3
4
5
6
7
FY15 FY16
Gross Proﬁt £million Margin %
0
1
2
3
4
5
6
7
50%
100%
FY15 FY16
AIR Platform Revenue £million
0
1
2
3
4
5
2016 Highlights
Source:
1 Based on Kantar grocery market share
2 AIMIA 02 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Our strategy
MOMENTUM ACROSS STRATEGIC PILLARS
Our vision
Our vision is to be the leading digital marketing platform for the grocery, 
retail and hospitality industries.
Eagle Eye at a glance
Our customer strategy has 3 core stages:
1. WIN and bring customers onto Eagle Eye AIR
2. DEEPEN relationships through the use of
additional products
3. TRANSACT driving higher redemption volumes
through the platform
This applies to 4 clear segments:
• Cement our market leading UK position through growth
from our existing customer base, specifically in hospitality
• Grow the Tier 1 grocery and other retail client base to
increase UK market coverage
• Build and execute our brand proposition through our
customer network
• Replicate UK Tier 1 success in other territories
1 Based on top ten F&B outlets from the 200 Restaurant Report 2013.
2 Based on Kantar grocery market share.
60% 
UK CASUAL 
DINING
1
PROGRESS  
AT 2016
UK TIER 1 COVERAGE 
GREATER THAN 30%
2
OVER 
70 BRANDS
ENTRY INTO NORTHERN 
AMERICAN MARKET  
WITH LOBLAW
HOSPITALITY TIER 1 & OTHER RETAIL
BRANDS NEW MARKETS Eagle Eye Solutions Group plc   Annual Report 2016 | 03
http://www.eagleeye.com
Overview Strategic report Governance Financial statements Shareholder information
Web
Point 
of sale
Mobile
Self 
check out
Mobile 
networks
1 2 3 4
PRODUCTS
FEATURES
PLATFORM
Proven, secure and 
scalable platform
Allows brands and retailers to set 
up multiple campaigns through one 
platform and deliver relevant 
compelling promotions, offers and 
rewards to consumers in a simple 
and secure way
Multi-channel 
issuance
Supports multiple digital media, 
including email, 
SMS messaging and 
loyalty apps
Real-time 
redemption
Integrates easily into multiple  
existing POS systems
Campaign 
insight
Delivers reporting in 
real-time across all 
elements of the campaign 
to assess success
  Platform API   
  Redemption API  
             
           
   Issuance API / Consumer API CRM
Email
SMS
Apps
WiFi
Beacons
Coupon at till
eReceipts
CRM
Data 
warehouse
Back office
Eagle Eye 
Reward
Eagle Eye 
Gift
Eagle Eye 
Engage
Eagle Eye 
Promote
1
2
3
4
Our market leading platform is proven and scalable
Eagle Eye AIR puts our clients at the heart of a connected network, enabling 
them to deliver high volume, relevant and measurable campaigns.
Our digital marketing platform encompasses four core products which can be 
used separately or together depending on business needs. 04 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Targeted 
consumer, preferred 
social channels
Sees offer on social 
media that has been 
set up on the Eagle 
Eye AIR platform by 
the brand
Clicks on advert 
and fills in 
personal details 
on landing page
Receives 
unique code
Consumer benefits
• Real-time personalised offers
and rewards
• Delivered to preferred channels
• Enables digital engagement via mobile
• Digital expectations addressed
Merchant benefits
• Drives footfall in-store
• Real-time validation and reconciliation
• Elimination of fraud and mal-redemption
• Consumer insight
• Access to wider untouched audiences
Eagle Eye AIR in action
Consumer behaviour has shifted to digital with the majority now using 
mobile as their preferred channel.
Eagle Eye AIR
Targeted
Our platform, Eagle Eye AIR, enables brands and merchants to set up targeted campaigns, choosing 
multiple media channels to reach specific demographics. 
Campaign management
It captures real-time data on consumer activity and campaign success, enabling brands and merchants 
to optimise media channels during the campaign to maximise results.
Data loop
Our technology closes the loop between issuance and redemption whilst delivering enriched real-time 
data, to drive the next generation of digital marketing.
1 2 3 4
THE BENEFITS
CONSUMER JOURNEY Eagle Eye Solutions Group plc   Annual Report 2016 | 05
http://www.eagleeye.com
Overview Strategic report Governance Financial statements Shareholder information
Code is ‘read’ at 
POS (scanned, 
keyed, NFC)
Customer ID now 
known. ‘John’ 
receives relevant 
future offers based 
on his profile
Data is fed back into 
the CRM system for 
future remarketing
Brand benefits
• Ability to target and optimise channels in real-time
• Closed loop redemption
• Higher redemption rates reducing cost per acquisition
• Customer profiling
5 6
1. One off implementation fee
2. Recurring licence fee for access
to Eagle Eye AIR
3. Per issuance X pence – linked
to value
4. Per redemption 3-5 times
issuance
How we make money
7
1. Implementation fee 
 2. Access fee
 4. Redemption fee  
3. Issuance fee
Saas business 
model 06 | 
Eagle Eye Solutions Group plc   Annual Report 2016
It is the Board’s belief that Tim’s 
appointment will drive the business 
bigger, better and faster as we enter the 
next stage of Eagle Eye’s development. I 
am also delighted that Phill Blundell 
remains with the business to concentrate 
on delivering operational scale and 
accelerated execution, building on the 
foundations already in place.
Tim joined Eagle Eye in January 2016 as 
Non-Executive Chairman. Since that 
time he has gained a deep understanding 
of Eagle Eye’s business, products, 
strategy and culture. Tim brings more 
than 30 years’ experience within the 
grocery and retail industries, with a 
strong background in strategic marketing 
and customer loyalty. Tim’s wealth of 
experience and network, both 
domestically and internationally, as well 
as his knowledge of Eagle Eye mean that 
he is uniquely placed to lead the Group 
into the next phase of its growth. 
“ Eagle Eye exited 2016 with 
growth and momentum 
from both its existing 
customer base and two  
new Tier 1 grocers. The  
new significant wins are  
a major endorsement  
of the benefits of the Eagle 
Eye AIR platform that is  
now proven and scalable.”
Malcolm Wall 
Chairman
Chairman’s statement
In September, post the Period end,  
I was delighted to accept the position  
of Non-Executive Chairman of Eagle Eye, 
with Tim Mason becoming our new  
Chief Executive.
In his new role, Phill Blundell, previously 
Chief Executive Officer, now Deputy 
Chief Executive Officer will focus on 
bolstering the operational capability for 
scale, building on the UK business 
opportunity and developing an 
international growth strategy.
The international opportunity for Eagle 
Eye was opened up in North America 
following the significant contract win with 
Loblaw, the Group’s first overseas Tier 1 
grocery customer, in February 2016.  
This contract is now underway with the 
implementation of Eagle Eye AIR within 
Loblaw and Phill’s move strengthens 
Eagle Eye’s capability to capitalise on  
the significant international market 
opportunity, of which the North American 
market is estimated to be worth over $84 
billion, according to Cadent Consulting 
Group and Raymond James. 
We are confident that these changes will 
deepen and strengthen the management 
team to deliver against our overall 
ambitions to be a leading global platform 
in digital marketing.  Eagle Eye Solutions Group plc   Annual Report 2016 | 07
http://www.eagleeye.com
A year of strategic and  
operational progress
Overall the Board is pleased with the 
significant progress made during the year. 
Although revenues in the year have not 
matched expectations, the significant 
contracts won and the developments to 
our software platform mean that we have 
growth and momentum going into FY17.
The key highlights in the year included 
Asda rolling out our software platform 
across their entire retail estate, coupled 
with the contract with Sainsbury’s 
announced at the beginning of the 
financial year which together extends our 
reach in the UK grocery industry to over 
30%. February’s contract win with 
Loblaw, the Canadian market leader with 
circa 40% of the grocery market, shows 
the international potential for Eagle Eye, 
with this prestigious client choosing us 
against global leading software 
businesses. Finally, increased 
transactions on our software platform in 
the food and beverage (“F&B”) market 
further cements our position as market 
leader in this sector. These successes 
validate our belief that consumer 
marketing is transferring to digital 
channels and we are uniquely well 
placed to drive this transformation.
On behalf of the Board, I want to thank 
the team for their commitment, hard 
work and major steps forward this year 
both in terms of contractual wins and 
further developing the platform for the 
next stage of growth.
Outlook
Eagle Eye exited FY16 with growth  
and momentum from both its existing 
customer base and two new Tier 1 
grocers. The new significant wins are  
a major endorsement of the benefits  
of the Eagle Eye AIR platform that is now 
proven and scalable. 
This momentum gives visibility of revenue 
for the first quarter of the financial year 
ending 30 June 2017 to be at least  
65% up on prior year at approximately 
£2.2 million. This level of growth and 
momentum gives the Board confidence 
early in the financial year on delivering 
against management’s expectations.
The year-end cash position, coupled 
with the £1.5 million revolving loan facility 
agreed with Barclays Bank PLC in June 
2016, provides the business with 
adequate funding to deliver against its 
current 2017 targets.
Malcolm Wall
Chairman
20 September 2016
Overview Strategic report Governance Financial statements Shareholder information 08 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Tim Mason
Chief Executive Officer
Chief Executive’s review
“ I have confidence that 
the coming year will  
see significant progress 
and value creation for  
our shareholders.”
When I joined the Board of Eagle Eye in 
January 2016 as Non-Executive Chairman,  
I saw the potential for this business to drive 
transformational change in an industry  
that I have worked in all my career.
It is rare you come across a business 
that has both a vision and the 
technology to truly change the way a 
sector works, but Eagle Eye excited  
me on both counts. Given this, I was 
delighted to have the opportunity to 
become the Group’s new CEO in 
September, post the Period end. 
Earlier in my career I was instrumental  
in the change of consumer marketing 
through the use of data and now I see 
another opportunity for transformation 
through the use of real-time digital 
capability.
The world of promotions and rewards 
has to date been driven by imperfect 
historical data using mechanics that are 
rarely consumer friendly. Eagle Eye  
has brought a clear vision that 
promotions and rewards will become 
digital, real-time and personalised, 
bringing clear benefits to both retailers 
and their consumers. Our significant 
contract wins and increasing volumes 
through the platform during the Period, 
demonstrate that our network is driving 
this transformation. 
Growing market opportunity
The market for digital coupons continues 
to grow with the latest figures from 
Juniper Research estimating that  
31 billion eCoupons will be redeemed 
worldwide in 2019, up from 16 billion in 
2014, and there will be 1.05 billion mobile 
coupon users worldwide by 2019. 
Further, during the Period we have 
extended our product offer to also 
support the loyalty market, an industry 
worth $100 billion globally. Existing 
customers like Mitchells & Butlers 
(“M&B”) and Greggs are already using 
this new capability and we expect other 
clients to follow.
It is our firm belief that traditional forms 
of loyalty have become tired as 
consumers become resistant to the 
same offers and rewards delivered after 
the event using analogue channels. 
Given the “always on” world of social 
media and mobile communications, 
consumers are looking for relevant, 
timely and personalised rewards that 
add real value to their lives. This is the 
view shared across Eagle Eye and the 
development of our software platform 
supports the new reality with us having 
the ability to close the loop, delivering 
the right offer to the right person at the 
right time, thereby maximising uptake 
from consumers and improving their 
loyalty to brands. Furthermore, we 
provide a data feed into our customers’ 
big data bases.  Eagle Eye Solutions Group plc   Annual Report 2016 | 09
http://www.eagleeye.com
Our first overseas Tier 1 grocery 
customer, Loblaw, gives us an entry  
to the lucrative North American market  
for both promotions and loyalty that  
is estimated to be worth in excess of  
$84 billion. With a flagship client such  
as Loblaw, the opportunity to capitalise 
in this renowned international arena for 
our sector is significant.
Strong strategic momentum
Tier 1 grocers
At the start of the Period, the Group 
announced the Sainsbury’s contract win 
which, further to the contract with Asda 
in the prior year cemented our market 
position in the UK with these two major 
customers accounting for more than 
30% of the grocery market. The 
implementation phase with Sainsbury’s 
is on track and we continue to deepen 
our relationship with this client.
In February 2016, Asda completed its 
nationwide rollout of the Eagle Eye AIR 
platform. Redemption volumes across 
our network grew by 121% in the Period 
to 38.4 million (FY15: 17.4 million), the 
rollout at Asda being the significant 
contributing factor to this growth. 
Market Opportunity
Digital Coupons
31 billion eCoupons will be redeemed 
worldwide in 2019
1
1.05 billion mobile coupon users worldwide 
by 2019
2
Loyalty
The loyalty programme market, worth 
$100 billion worldwide
3
North American Addressable Market
The North American addressable market 
is estimated to be worth over $84 billion
4
Sources: 1&2 Juniper Research, 3. Aimia 4. Cadent Consulting Group (shopper marketing  
spend $30bn) and Raymond James (loyalty market $54bn)
Overview Strategic report Governance Financial statements Shareholder information 10 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Since the rollout of our technology at 
Asda, Eagle Eye have extended the use 
of the platform for other digital solutions, 
including digitising staff rewards. After 
the Period end, Asda Money also 
adopted our software platform to deliver 
enhanced loyalty points and cashback  
to credit card members. 
In February 2016 the Group signed a 
multi-year contract with Loblaw, our first 
overseas Tier 1 grocery customer, 
covering more than 40% of the Canadian 
grocery market on its own. This project 
is fully under way and the relationship 
has deepened since the start of the 
engagement. 
FMCG brands
As our reach into the Tier 1 grocery 
market grows, Eagle Eye’s opportunity 
with FMCG brands now becomes a key 
area of strategic focus. These brands  
are the major contributors to the more 
than $540 billion digital marketing spend 
worldwide, according to Carat. During 
the course of the Period the number  
of brands signed up to our platform 
increased significantly from 17 to 70. 
During the Period the Group also 
delivered several brand marketing 
campaigns through the network 
including those for Diageo, Heineken 
and Unilever, supported by new 
relationships with leading marketing 
agencies, Starcom, Mediacom and 
Mindshare. We are confident that this 
pillar of our strategy will be a major 
revenue generator in the coming year.
Food and Beverage
The year has seen good progress in our 
F&B client base with increased revenues 
driven by new solutions for existing 
clients such as Prezzo and M&B as well 
as new client wins with The Restaurant 
Group and La Tasca. We are extending 
our issuance partners with new 
partnerships secured with WEVE, 
SAVOO and Nectar. These partners 
bring new customers to our F&B clients 
alongside our existing relationships with 
Tesco, Vouchercloud and Groupon, 
together demonstrating the power of  
a digitally connected network.
Product development
As the market moves to digital delivery it 
is important that we continue to innovate 
and extend our software platform to 
meet the demands of our clients as well 
as developing consumer trends. During 
the year we introduced new functionality 
to fully support the promotional activity 
of our grocery customers, including 
expanding the range of coupon types 
supported; building functionality to 
manage loyalty points; adding continuity 
schemes such as stamp cards; and also 
incorporating “next best offer” schemes 
enabling real-time rewards at the point of 
sale. The platform has also been 
developed to support the creation, 
issuance and tracking of marketing 
campaigns by FMCG brands and offer 
full support for multi-language and 
multi-currency customers. In addition, 
we have made significant enhancements 
to our digital wallet capability, enabling 
clients to bring together all our services 
under a single view of the consumer.
As well as this expanding functionality, 
we have also invested in expanding  
and developing the scalability and 
infrastructure of the platform to exceed 
our customers’ growing service level 
requirements. We are now the only 
proven platform that is capable of 
supporting full basket analysis and 
promotional validation in real-time  
and at scale, through our reference  
case with Asda. 
Chief Executive’s review continued
Financial results 
Group revenue increased by 33% to £6.5 
million (FY15: £4.9 million) for the Period. 
Of total revenue, 72%, £4.6 million, was 
contributed from the core Eagle Eye AIR 
platform (FY15: 56%, £2.7 million). 
The Group’s gross profit was £5.1 million, 
representing a gross margin of 79% 
(FY15: £3.5 million, 71%). The increase 
from prior year was driven by a higher 
proportion of revenue generated from  
the Eagle Eye AIR platform that carries  
a higher margin than the messaging 
business. The adjusted EBITDA loss  
was £1.8 million (FY15: £1.5 million loss). 
To provide a better guide to the 
underlying business performance 
adjusted EBITDA excludes share-based 
payment charges along with depreciation, 
amortisation, interest and tax from the 
measure of profit. 
The Group had net assets of £5.9 million 
at 30 June 2016 (2015: £8.8 million) 
including cash and cash equivalents  
of £1.3 million (2015: £4.3 million). In 
June 2016 the Group arranged a new 
banking facility with Barclays Bank PLC 
for a three year £1.5 million revolving  
loan facility in order to strengthen  
the Company’s balance sheet as it 
continues to deepen and broaden  
its customer relationships. 
People
In addition to the strategic Board 
changes, the management team has 
been further strengthened by the 
recruitment of a new sales director, 
Helen Slaven, in May 2016. As a senior 
sales director in both the retail and 
technology sectors, Helen brings 
extensive experience and an 
international network of contacts 
necessary for us to deliver against our 
revenue targets.  Eagle Eye Solutions Group plc   Annual Report 2016 | 11
http://www.eagleeye.com
The past 12 months have seen rapid 
growth in our team. The average head 
count increased from 50 to 73 and  
we moved into a permanent office  
in Guildford with the right facilities to 
support the enhanced status of the 
business, and introduced HR systems to 
develop, measure, reward and motivate 
our growing headcount. More recently 
we have opened an operation in Toronto 
to support our services in Canada and 
with Phill Blundell leading the operation  
I expect there to be rapid growth over 
the next 12 months. The skill, dedication 
and talent of our people are fundamental 
to our growing business. We have made 
good progress over the last 12 months 
and will continue to make improvements 
to ensure we attract the best talent. 
Looking ahead 
The past year has seen good progress 
against our objective to make our 
mission possible and I believe that all the 
key components are now in place. We 
are well placed in terms of our 
management team, our client base and 
platform capability to take advantage of 
the significant and growing market 
opportunity. I have confidence that the 
coming year will see significant progress 
and value creation for our shareholders.
Tim Mason
Chief Executive Officer
20 September 2016
Our Values
Teamwork
We work together: sharing, supporting, 
learning.
Innovation
 We will lead the way: transforming, problem 
solving, looking ahead.
Integrity
 We are honest: respectful, transparent, 
trustworthy.
Fun
 We enjoy our work: celebrating, talking, 
encouraging.
Passion
 We believe in what we do: our ambition, our 
products, our ability to make a difference.
Excellence
 We want to be the best: skilled, adaptable, 
professional. 
Overview Strategic report Governance Financial statements Shareholder information 12 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Financial review
Key performance indicators
Financial
2016 
£000
2015 
£000
Revenue 6,458 4,854
Adjusted EBITDA loss
1
(1,823) (1,521)
Cash and cash equivalents 1,322 4,292
Non-financial 2016 2015
Number of redemptions 38.4m 17.4m
Like-for-like messaging volumes 40.3m 40.1m
% of subscription transaction revenue 80% 80%
Customers and brands on the platform 219 156
1 EBITDA loss excludes share-based payment charges along with depreciation, amortisation, interest and tax from the 
measure of profit.
Group results
The Group generated solid revenue 
growth of 33% for the Period, with 
revenue increasing to £6.5 million  
(FY15: £4.9 million). H2 FY16 revenue 
accounted for £3.5 million (H1 FY16: 
£3.0 million), representing growth of 36%  
year-on-year. Half by half growth rate, 
therefore, represents 19% (H2 FY15  
to H1 FY16: 14%).
Underpinning this growth was the revenue 
from the Eagle Eye AIR platform that 
represented 72% of total revenue, £4.6 
million (FY15: 56%, £2.7 million). This 
increase has been driven by increased 
volumes through existing clients and the 
implementation of new major projects in 
the Period at Sainsbury’s and Loblaw. Of 
this specific revenue stream the element 
specifically linked to strategic recurring 
subscription and transactions saw an 84% 
increase to £3.5 million (FY15: £1.9 million), 
aided specifically with the national rollout 
of the Eagle Eye AIR platform across all 
Asda stores. 
Redemption volumes, a key measure of 
usage of the Eagle Eye AIR platform, 
were 38.4 million for the Period (FY15: 
17.4 million) a growth of 121% year-on-
year driven by our solution for Asda’s 
coupon counting going fully live in 
February 2016 and increased volumes 
from existing F&B clients.
Overall, £5.2 million of revenue generated 
from subscriptions fees and transactions 
over the network represented 80% of 
total revenue (FY15: 80%, £3.9 million). 
The preservation of this share of revenue 
year-on-year illustrates the success of our 
recurring subscription business model 
with limited upfront licence fees. The 
balance, £1.3 million, relates to 
implementation fees for new customers 
and new services and represents 20% of 
total revenue (FY15: 20%, £1.0 million). 
Messaging revenue was £1.8 million for 
the Period (FY15: £2.1 million), despite 
maintaining similar message volumes 
year-on-year (circa 40 million). Revenue 
per message was impacted by a key 
contract renewal at the start of FY16 and 
reflects the competitive messaging 
market. The revenue represents a 
shortfall from management expectations 
due to both the volatility in messaging 
volumes of existing clients and the timing 
of implementation of new wins. The 
Group won several new contracts during 
the second half of the Period, including 
Swinton and Asurion, which will have  
a positive impact in FY17. 
The gross margin increased from 71% to 
79% in 2016 as gross profit grew to £5.1 
million (FY15: £3.5 million). The core AIR 
gross margin carries a significantly higher 
margin than the messaging business, 
increasing from 87% to 92% in 2016. This 
increase, together with core AIR revenue 
now accounting for 72% of total revenue, 
has driven the improved margin.
Operating costs
Operating costs of £7.5 million (FY15: 
£5.6 million) represent sales and 
marketing, product development (net of 
capitalised costs), operational IT, general, 
administration and share-based payment 
costs. The overall increase was in line 
with management expectations. Our 
investment in people for planned strategic 
activity is the main driver of this growth, 
with the average headcount for the year 
increasing to 73 (FY15: 50).
“ Redemption volumes, a 
key measure of usage of  
the Eagle Eye AIR platform, 
were 38.4 million for the 
Period (FY15: 17.4 million)  
a growth of 121% year- 
on-year.”
Lucy Sharman-Munday
Chief Financial Officer Eagle Eye Solutions Group plc   Annual Report 2016 | 13
http://www.eagleeye.com
Within staff costs, gross expenditure on 
product development increased 43% to 
£1.7 million (FY15: £1.2 million) reflecting 
our investment in enhancing the 
capabilities of our platform. Capitalised 
product development costs at £1.2 million 
(FY15: £1.0 million) represented 69% of 
gross development spend whilst 
amortisation of capitalised development 
costs was £1.6 million (FY15: £1.4 million). 
EBITDA 
Reflecting our planned investment, Group 
adjusted EBITDA loss for the Period was 
£1.8 million (FY15: £1.5 million loss). To 
provide a better guide to the underlying 
business performance, adjusted EBITDA 
excludes share-based payment charges 
along with depreciation, amortisation, 
interest and tax from the measure of profit. 
EPS and dividend
Reported basic and diluted loss per share 
was 16.36p (FY15: loss per share 16.17p). 
The Board does not feel it appropriate at 
this time to commence paying dividends.
Group Statement of  
Financial Position
The Group had net assets of £5.9 million 
at 30 June 2016 (2015: £8.8 million),  
the decrease in net assets reflects 
predominantly the cash movement 
explained below. Cash and cash 
equivalents of £1.3 million (2015: £4.3 
million) was ahead of management 
expectations due to robust working 
capital management. 
Cash flow and net cash 
The main components to the gross cash 
decrease of £3.0 million for the Period 
(FY15: £2.0 million increase) were 
operating cash outflow of £1.5 million 
(FY15: £0.8 million) and capital investment 
in the Eagle Eye AIR platform and tangible 
fixtures and fittings. 
Aside from the investment in a permanent 
head office, the year was relatively modest 
in terms of investing activities, reflecting the 
typically low levels of capital expenditure 
required on tangible assets for the 
business. Capital expenditure on property, 
plant and equipment totalled £0.3 million 
(FY15: £0.02 million) while capitalised 
intangible asset additions totalled £1.2 
million (FY15: £1.0 million), relating to the 
capitalisation of development cost for the 
Eagle Eye AIR platform.
In 2015 net receipts included an inflow 
from a new share placing of £3.8 million.
Banking facility
The Group arranged new banking 
facilities in June 2016. A three year  
£1.5 million revolving loan facility was 
agreed with Barclays Bank PLC to 
strengthen the Company’s balance sheet 
as it continues to deepen and broaden its 
Tier 1 relationships with national and 
international customers. The facility was 
not drawn down during the Period.
Principle risks and uncertainties
Evolution of the market
The Group operates in an evolving market 
and there is a possibility that the rate of 
growth in mobile commerce will not 
match independent predictions or that 
users of mobile devices will change their 
behaviour with respect to mobile 
commerce. The Group’s services are new 
and evolving and it is difficult to predict 
the future growth rates, if any, and the 
size of these markets. Even if the market 
for the Group’s products develops as 
anticipated, the Group may face severe 
competition from other businesses 
offering similar products and services and 
there can therefore be no assurance that 
the Group will be able to secure 
customers for its products and services 
on acceptable terms and conditions, or 
successfully adjust the Group’s strategy 
to meet the changing market dynamics. 
Entrance into new markets
The Group is entering new international 
markets and not all of these markets may 
be at the same stage of development. In 
addition, the Group may face competition 
from other local businesses in those 
territories offering similar products and 
services and there can therefore be no 
assurance that the Group will be able  
to secure customers for its services  
on acceptable terms and conditions,  
or successfully adjust the Group’s 
strategy to meet the different dynamics  
of these new markets. 
Technological changes could 
overtake the products being 
developed by the Group
The Group’s business is dependent upon 
technology which could be superseded 
by superior technology, more 
competitively priced technology or a shift 
in retail practices which could affect both 
the potential profitability and the 
saleability of the Group’s product offering. 
Staying abreast of technological changes 
may require substantial investment. The 
Group’s existing software products need 
to develop continually in order to meet 
customer requirements. The Group may 
encounter delays and incur additional 
development and production costs and 
expenses, over and above those 
expected by the directors, in order to 
develop suitable technologies and 
products. The technology used in the 
Group’s products is still evolving and is 
highly complex and may change rapidly. 
Research and development by other 
companies may render any of the 
Group’s products in development, or 
currently available, obsolete.
Protection of intellectual property
The Group’s success and ability to 
compete effectively are in large part 
dependent upon exploitation of 
proprietary technologies and products 
that the Group has developed internally; 
the Group’s ability to protect and enforce 
its intellectual property rights so as to 
preserve its exclusive rights in respect of 
those technologies and products; and its 
ability to preserve the confidentiality of its 
know-how. The Group relies primarily on 
enforcement of its pending and granted 
patents under applicable patent laws and 
non-disclosure agreements to protect its 
intellectual property rights. No assurance 
can be given that the Group will develop 
further technologies or products which 
are patentable, that patents will be 
sufficiently broad in their scope to provide 
protection for the Group’s intellectual 
property rights against third parties, or 
that patents will have been granted in all 
new territories which the Group enters.
Overview Strategic report Governance Financial statements Shareholder information 14 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Financial review continued
Patents pending or future patent 
applications may not be granted and  
the lack of any such patents may have  
a material adverse effect on the Group’s 
ability to develop and market its proposed 
products. Where patents have been 
granted, the Group may not have the 
resources to protect any such issued 
patent from infringement. There is a 
significant delay between the time of filing 
of a patent application and the time its 
contents are made public, and others 
may have filed patent applications for 
subject matter covered by the Group’s 
pending patent applications without the 
Group being aware of those applications. 
The Group’s patent applications may not 
have priority over patent applications of 
others and its pending patent applications 
may not result in issued patents. Even if 
the Group obtains patents, they may not 
be valid or enforceable against others. 
Moreover, even if the Group receives 
patent protection for some or all of its 
products, those patents may not give the 
Group an advantage over competitors 
with similar products. Furthermore,  
the Group cannot patent much of the 
technology that is important to its 
business. If the Group fails to obtain 
adequate access to, or protection for, the 
intellectual property required to pursue its 
strategy, the Group’s competitors may be 
able to take advantage of the Group’s 
research and development efforts.
Once granted, a patent can be challenged 
both in the patent office and in the courts 
by third parties. Third parties can bring 
material and arguments which the patent 
office granting the patent may not have 
seen. Therefore, issued patents may be 
found by a court of law or by the patent 
office to be invalid or unenforceable or in 
need of further restriction.
Product risk
The Group’s business involves providing 
customers with highly reliable software 
and services. If the software or services 
contain undetected defects when first 
introduced or enhanced, the Group may 
fail to meet its customers’ performance 
requirements or otherwise satisfy the 
contract specifications. As a result, it may 
lose customers and/or may become liable 
to them for damages. Whilst the Group 
has liability insurance in place and 
endeavours to negotiate limitations on its 
liability in its customer contracts, this is 
not always commercially possible. 
Additionally, the Group is committed to 
developing products for its customers on 
a set timeline. However, the pace of 
progress of the development projects 
may not be as expected and the Group 
could fail to meet its customers’ timing or 
performance requirements. As a result of 
these risks, the Group may lose 
customers, may become liable to those 
customers for damages and may suffer 
damage to its reputation.
The Group has service level commitment 
obligations with some of its customers  
in which it provides various guarantees 
regarding levels of service. The Group 
may not be able to meet these levels of 
service due to a variety of factors, both 
inside and outside the Group’s control.  
If the Group fails to provide the levels  
of service required by the agreements, 
such customers may be entitled to 
terminate their contracts or may choose 
not to enter into new work orders with 
the Group and this may also damage the 
Group’s reputation and reduce the 
confidence of the Group’s customers in 
its software and services, impairing its 
ability to retain existing customers and 
attract new customers.
Online security breaches, data loss 
and fraud
Any compromise of the Group’s systems, 
security breaches or data loss may result 
in the temporary inability of the Group to 
operate its services and clients’ mobile 
sites and applications and therefore may 
have a detrimental impact on the Group’s 
revenues, both directly through the 
inability of the Group’s clients to trade or 
of the Group to authenticate offers, and 
indirectly through loss of confidence in 
the security of the Group’s platform. 
Security breach and fraud remain key 
concerns in the online payments world 
and any security breach or fraud event 
might deter consumers from purchasing 
goods via online voucher and offer 
content. Any move away from the mobile 
channel for purchasing goods would have 
a negative impact on the Group’s growth 
prospects and revenues. 
Security breach and fraud may also lead 
to regulatory investigations, sanctions 
(including fines) and litigation with clients 
and consumers. Any regulatory 
investigation or litigation may be costly 
and may divert efforts and attention of the 
Group’s key management and other 
personnel and resources, may cause 
wider reputational damage to the Group 
and may result in existing clients 
terminating contracts and deter potential 
new clients from becoming actual clients.
In line with its ISO 27001 accredited 
procedures, the Group uses a third party 
security and data compliance service to 
monitor and mitigate against this risk in 
addition to client specific security testing.
Dependence on key customers  
and partners
The Group is dependent on a number of 
key contracts and partner relationships 
for its current and future growth and 
development. The Group must continue 
to maintain and expand its integration  
into retailers’ in-store and point of sale 
systems in order to increase the 
attractiveness of the Group’s products 
and software to consumer brands, 
allowing the Group to increase revenues 
and achieve profitability. If consumer 
brands do not perceive that the Group is 
able to be integrated into a broad range 
of retailers’ in-store or point of sale 
systems, then the Group may fail in 
attracting or retaining consumer brands.  
If this were to happen, there may be a 
detrimental effect upon the performance 
of the Group. A limited number of clients 
account for a large percentage of the 
Group’s revenue. Whilst the Group 
endeavours to enter and renew long-term 
agreements with its clients, there can be 
no assurance that clients will be secured 
on acceptable terms and conditions. Eagle Eye Solutions Group plc   Annual Report 2016 | 15
http://www.eagleeye.com
Staff recruitment and retention
The ability to continue to attract and 
retain employees with the appropriate 
expertise and skills cannot be 
guaranteed. Finding and hiring any 
additional personnel and replacements 
could be costly and might require the 
Group to grant significant equity awards 
or other incentive compensation, which 
could adversely impact its financial 
results. The Group’s future development 
and prospects depend to a significant 
degree on the experience, performance 
and continued service of its senior 
management team. Effective product 
development and innovation, upon which 
the Group’s success is dependent, is in 
turn dependent upon attracting and 
retaining talented technical and marketing 
personnel, who represent a significant 
asset and serve as the source of the 
Group’s technological and product 
innovations. In addition, to continue to 
expand the Group’s customer base, 
increase sales and achieve growth 
generally, the Group will need to hire 
additional qualified sales personnel as 
well as recruit further personnel in 
administrative and operational support 
functions. If the Group is unable to hire, 
train and retain such personnel in a timely 
manner an undue burden could be 
placed on existing personnel, the 
development and introduction of the 
Group’s products could be delayed and 
its ability to sell its products and 
otherwise to grow its business will be 
impaired and the delay and inability may 
have a detrimental effect upon the 
performance of the Group.
Disaster recovery plans may not  
be sufficient
The Group depends on the performance, 
reliability and availability of its properties 
and information technology services. The 
Group may not be able to access its 
facilities as a result of events beyond the 
control of the Group, such as extreme 
weather conditions, flood, fire, theft or 
terrorist action. Although the Group 
operates from multiple office and 
technology sites and has detailed disaster 
recovery plans in place, any damage to or 
failure of its equipment and/or systems 
could also result in disruptions to the 
Group’s operations. The Group’s disaster 
recovery plans may not adequately 
address every potential event and its 
insurance policies may not cover any loss 
or damage that it suffers fully. The 
occurrence of one or more of these 
events could have a material adverse 
effect on the Group’s business, financial 
position or prospects.
Litigation risk
Whilst the Group has taken, and will 
continue to take, such precautions as it 
regards appropriate to avoid or minimise 
the likelihood of any legal proceedings or 
claims, or any resulting financial loss to 
the Group, the directors cannot preclude 
the possibility of litigation being brought 
against the Group. There can be no 
assurance that claimants in any litigation 
proceedings will not be able to devote 
substantially greater financial resources  
to such litigation proceedings or that the 
Group will prevail in any such litigation. 
Any litigation, whether or not determined 
in the Group’s favour or settled by the 
Group, may be costly and may divert the 
efforts and attention of the Group’s 
management and other personnel from 
normal business operations.
Changes in applicable laws  
and regulations
Laws and regulations governing internet-
based services, related communication 
services and information technology, 
e-commerce, the processing of personal
data (including changes expected to be
made to the Data Protection Act in 2017),
the processing of payment card data
and mobile commerce in the UK and
other territories continue to evolve and,
depending on the evolution of such
regulations, may adversely affect the
Group’s business.
Exchange rate risk
As its international operations grow, 
exchange rate fluctuations could have  
a material adverse effect on the  
Group’s profitability or the price 
competitiveness of its services. There 
can be no assurance that the Group 
would be able to compensate or  
hedge against such adverse effects  
and therefore negative exchange rate 
movements could have a material 
adverse effect on the Group’s business, 
prospects and financial performance.
Corporate social responsibility
The Group embraces working in a way 
that delivers financial, socially responsible 
and environmentally sustainable business 
performance and ensures adherence to 
the law and conducts its affairs to the 
highest ethical standards. We expect our 
customers and suppliers to embrace 
these same principles. The Group values 
teamwork, taking personal responsibility, 
positive attitudes and working hard to 
deliver positive outcomes for all our 
stakeholders – customers, staff and 
shareholders alike. We encourage  
the personal learning, growth and 
development of our team and voluntarily 
try to eliminate practices that harm  
the environment.
Employee involvement
The Group recognises and seeks  
to encourage the involvement of its 
employees, with the aim being the 
recruitment, motivation and retention  
of quality employees throughout the 
Group. The Group encourages employee 
performance through their remuneration 
packages, including by granting share 
options, and by promoting its core values 
to employees. The Group ensures that 
employees are fully aware of financial 
and economic factors affecting its 
performance.
The Group’s employment policies, 
including the commitment to equal 
opportunity, are designed to attract, retain 
and motivate employees regardless of  
sex, race, religion or disability. Equality of 
treatment includes full and fair assessment 
of applications and extends to training and 
continuing career development.
The Group is committed to ensuring and 
communicating the requirements for a 
safe and healthy working environment for 
all employees, consistent with health and 
safety legislation and, where practicable, 
gives full consideration to applications for 
employment from disabled persons.
By order of the Board
Lucy Sharman-Munday
Company Secretary 
5 New Street Square
London
EC4A 3TW
20 September 2016 
Overview Strategic report Governance Financial statements Shareholder information 16 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Malcolm Wall
Non-Executive 
Chairman 
A, B
Malcolm is Chairman of the 
Group, joining as a Non-
Executive Director in 2014.  
He was previously CEO, and 
then advisor to the board, of 
Abu Dhabi Media Company. 
He is also the former Chief 
Executive, Content for Virgin 
Media where he ran Virgin’s 
television proposition, the 
Virgin Media portal and their 
television channel groups. 
Malcolm joined Virgin from 
United Business Media, where 
he was Chief Operating 
Officer. He has also worked  
in senior executive roles for  
a number of ITV companies, 
including Granada, Anglia and 
Southern. Malcolm is currently 
Chairman of Audioboom plc, 
Dock10 Limited, Imaginarium 
Studios Limited, and Disciple 
Media Limited. He is also a 
Non-Executive Director of 
Image Nation LLC.
Tim Mason
Chief Executive 
Officer
Tim joined as Chairman in 
January 2016, later moving  
to CEO in September 2016. 
He has over 30 years’ 
experience within the grocery 
and retail industries, with a 
strong background in strategic 
marketing and customer 
loyalty. Tim’s last role was as 
Chairman of Bonmarché 
Holdings plc from 2013 to 
2015. Prior to that he was 
Deputy CEO at Tesco from 
January 2010 to December 
2012. He held a number of 
other roles within the Tesco 
Group between 1982 and 
2012 including CMO for Tesco 
and CEO of Fresh & Easy 
LLC. He is also currently 
Chairman of Digital Natives 
Content Limited and is a 
Director of Its Fresh Ltd.
Phill Blundell
Deputy Chief  
Executive Officer
Phill is the Deputy Chief 
Executive Officer and is 
responsible for the overall 
Group strategy, day to day 
management of the business 
and communications with the 
main Board. Prior to joining 
Eagle Eye, Phill was the Group 
Finance Director and 
subsequently Chief Executive 
Officer of Intelligent 
Environments Group plc,  
a digital banking software 
company, which was acquired 
by a US private equity house 
and consequently renamed 
Parseq plc. He was Acting 
CEO of Parseq when it was 
acquired by funds controlled 
by HarbourVest Partners, LLC 
in 2011. He qualified as a 
chartered accountant with 
Coopers & Lybrand in 1988 
and is a member of the 
Institute of Chartered 
Accountants in England & 
Wales. Phill has a BSc in 
Economics from the London 
School of Economics. 
Steve Rothwell
Founder and Chief 
Technical Officer
Steve founded the Group  
in 2003, and is responsible  
for the product vision, 
development and roadmap. 
Prior to that, he was the 
founder and Chief Executive 
Officer of Eagle Eye 
Technology Limited, a 
software consultancy 
business. Before that he was 
a developer and consultant for 
Consult Hyperion, developing 
concepts in the media and 
payments industries, and a 
software engineer for 
Ericsson. Steve has a BEng  
in Electrical and Electronic 
Engineering from the 
University of Leicester.
Board of Directors Eagle Eye Solutions Group plc   Annual Report 2016 | 17
Overview Strategic report Governance Financial statements Shareholder information
http://www.eagleeye.com
Lucy Sharman-Munday 
Chief Financial  
Officer
Lucy joined the Group in  
2014. Prior to this, she was 
the CFO of the 5one group, 
the global consultancy 
providing services, analysis 
and software to help retailers 
achieve a customer-centric 
strategy. The global role 
covered Europe, South Africa 
and setting up America. Prior 
to this she worked for Adapt 
Group Ltd, and in 2006 iSOFT 
plc as an integral part of the 
turn-around team that 
successfully sold the business 
to IBA Health Group at the 
end of 2007. Lucy began her 
career at KPMG in 1999 and 
is a member of the Institute of 
Chartered Accountants in 
England and Wales.
Bill Currie
Non-Executive 
Director 
A
Bill joined the Group as a 
Non-Executive Director in 
2011. He is the founder of the 
William Currie Group and 
William Currie Investments, an 
investment vehicle specialising 
in the retail, e-commerce and 
tech sectors. Previously he 
was a top ranked city 
investment analyst, serving as 
joint managing director of 
Charterhouse Securities and 
director of research at BZW. 
His current directorships 
include Metapack Limited, 
Belvedere Energy Investments 
and LTS Group.
Sir Terry Leahy
Non-Executive  
Director
Sir Terry joined the Group as a 
Non-Executive Director in 
2011. Sir Terry completed a 32 
year career at Tesco plc as 
Chief Executive from 1997 to 
2011. Leahy received a 
Knighthood for services to 
food retailing in the 2002 New 
Year Honours. He was chosen 
as Britain’s “Business Leader 
of the Year” in 2003 and the 
Fortune European 
Businessman of the Year for 
2004. Since 2011 he has 
focused on investments  
in early-stage businesses.  
He is a director of Metapack 
Limited, the Social Mobility 
Foundation and The 
Foundation Years Trust and is 
a Special Advisor to CD & R, 
the US private equity firm.
Drew Thomson
Non-Executive  
Director 
B
Drew joined the Group as a 
Non-Executive Director in 
2014. He is a business leader 
and entrepreneur with a track 
record in funding, creating, 
building and growing 
international businesses.  
Most recently Drew was the 
Co-Founder and Chief 
Executive of Starcount. Prior 
to this he was Executive 
Chairman of Iris Worldwide 
where he led the development 
and international growth of  
the Iris group business. 
Previously to joining Iris,  
Drew was a founding partner 
of Paternoster, the UK’s first 
defined benefit pension 
scheme risk transfer 
company. Before setting  
up Paternoster, he was  
Chief Executive of Airmiles 
and BA Miles.
Board Committee 
Membership
A – Audit Committee
B – Remuneration Committee 18 | 
Eagle Eye Solutions Group plc   Annual Report 2016
The directors present their Annual 
Report and the audited consolidated 
financial statements for the year 
ended 30 June 2016.
Principal activities, business review and  
future developments
The principal activity of the Group is the marketing, validation 
and redemption of digital promotions in real-time for the 
grocery, retail and hospitality industries.
The Strategic Report on pages 6 to 15 reports on the Group’s 
performance during the financial year and its future prospects. 
The information that fulfils the requirement of the Business 
Review is contained within the Strategic Report and is 
incorporated into this report by reference.
Corporate status
Eagle Eye Solutions Group plc (the “Company”) is a public 
limited company domiciled in the UK and was incorporated  
in England and Wales with company number 8892109 on 
12 February 2014. The Company has its registered office at  
5 New Street Square, London EC4A 3TW. The principal places 
of business of the Group are its offices in Guildford and 
Manchester and it also operates in Toronto, Canada.
Directors
Tim Mason (appointed 5 January 2016)
Phill Blundell
Steve Rothwell
Lucy Sharman-Munday
Bill Currie
Sir Terry Leahy
Drew Thomson
Malcolm Wall
Bob Willett (resigned 1 March 2016)
The Company has agreed to indemnify its directors against 
third party claims which may be brought against them and has 
put in place a directors’ and officers’ insurance policy.
Directors’ report Eagle Eye Solutions Group plc   Annual Report 2016 | 19
Overview Strategic report Governance Financial statements Shareholder information
http://www.eagleeye.com
Directors’ remuneration and share options
Remuneration in respect of the directors was as follows:
30 June 
2016
Aggregate 
emoluments 
and fees
£000
30 June 
2016
Short–term 
benefits
£000
30 June 
2016
Pension 
costs
£000
30 June 
2015
Aggregate 
emoluments 
and fees
£000
30 June 
2015
Short–term 
benefits
£000
30 June 
2015
Pension 
costs
£000
Phill Blundell 239 – – 247 – –
Steve Rothwell 190 – – 185 – –
Lucy Sharman-Munday 181 – 5 169 – 4
Tim Mason 35 – – – – –
Drew Thomson 35 – – 35 – –
Terry Leahy 5 – – 5 – –
Bill Currie – – – – – –
Malcolm Wall 35 – – 35 – –
Bob Willett 37 – – 42 – –
757 – 5 718 – 4
The directors hold the following share options over ordinary shares of 1p each:
30 June 
2016
EMI share 
option 
scheme
30 June 
2015
EMI share 
option 
scheme
30 June 
2016
Unapproved 
share option 
scheme
30 June 
2015
Unapproved 
share option 
scheme
30 June 
2016
LTIP share 
option 
scheme
30 June 
2015
LTIP share 
option 
scheme
Phill Blundell 226,574 226,574 – – 57,778 –
Steve Rothwell 344,241 344,241 229,759 229,579 45,926 –
Lucy Sharman-Munday 125,000 125,000 – – 39,383 –
Tim Mason – – – – 443,165 –
The market price of the Company’s shares at the end of the financial year was £1.11 and the range of the market price during the 
year was between £1.09 and £2.39.
Substantial shareholdings
At 19 September 2016, the directors have been notified of the following beneficial interests in excess of 3% of the issued share 
capital of the Company (excluding those shares held in treasury).
Total shares %
Bill Currie
1
2,340,385 10.56
Andrew Sutcliffe 1,811,865 8.18
Sir Terry Leahy
1
1,677,030 7.57
Steve Rothwell 1,611,672 7.27
Christopher Gorell Barnes 1,531,866 6.91
Hargreave Hale Limited 1,507,032 6.80
Julian Reiter 1,342,390 6.06
Herald Investments 877,318 3.96
Timothy Miller 872,975 3.94
Edward Pippin 855,000 3.86
1 Includes shares held by family members 20 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Corporate governance
Principles of corporate governance
The directors recognise the importance of sound corporate 
governance and confirm that although compliance with the  
UK Corporate Governance Code is not compulsory for AIM 
companies, the Group is complying with the QCA Corporate 
Governance Code (as devised by the QCA in consultation with 
a number of significant institutional small company investors)  
to the extent appropriate and practical for a Group of its  
nature and size. 
Board structure
The Board is responsible to shareholders for the proper 
management of the Group. A statement of directors’ 
responsibilities is set out on page 22.
The Non-Executive Directors have a particular responsibility to 
ensure that the strategies proposed by the executive directors 
are fully considered.
The Board comprises of the Chairman, who was independent 
at the time of appointment, four executive directors and three 
Non-Executive Directors. Of the Non-Executive Directors, the 
Board considers two to be independent directors. All Non-
Executive Directors receive a fixed fee for their services, other 
than Bill Currie.
The Board holds regular meetings and is responsible for 
formulating, reviewing and approving the Group’s strategy, 
budgets and corporate actions and overseeing the Group’s 
progress towards its goals. 
Board committees
The Board has two committees with clearly defined terms of 
reference which are set by the Board. The role, work and 
members of the committees are outlined below:
Remuneration Committee
The Remuneration Committee is chaired by Drew Thomson 
and consists of two Non-Executive Directors, Drew Thomson 
and Malcolm Wall. It is expected to meet no less than twice  
a year. Executive directors may attend meetings at the 
Committee’s invitation. It is responsible for establishing a formal 
and transparent procedure for developing policy on executive 
remuneration and setting the remuneration packages of 
individual directors. This includes agreeing with the Board the 
framework for the remuneration of the executive directors and 
such other members of the executive management of the 
Group as it is designated to consider. It is furthermore 
responsible for determining the total individual remuneration 
packages of each individual director including, where 
appropriate, bonuses, incentive payments and share options. 
The remuneration of Non-Executive Directors is a matter for the 
Board. No director may be involved in any decision as to their 
own remuneration.
Audit Committee
The Audit Committee is chaired by Bill Currie, and consists of 
two Non-Executive Directors, Bill Currie and Malcolm Wall. The 
Committee assists the Board in meeting its responsibilities in 
respect of corporate governance, external financial reporting 
and internal controls, including, amongst other things, 
reviewing the Group’s annual financial statements, reviewing 
and monitoring the extent of the non-audit services undertaken 
by external auditors, advising on the appointment of external 
auditors and reviewing the effectiveness of the Group’s internal 
controls and risk management systems. The Audit Committee 
meets formally not less than three times every year and 
otherwise as required.
Internal control and risk management
The directors are responsible for the Group’s system of internal 
controls and reviewing its effectiveness. 
Although no system of internal control can completely eliminate 
the risk of failure to achieve business objectives or provide 
absolute assurance against material misstatement or loss, the 
Group’s controls are designed to provide reasonable 
assurance over the reliability of financial information and the 
Group’s assets. 
The key controls are as follows:
• The executive directors have a close involvement with the
day to day operations and with the involvement of staff,
identify business risks and monitor controls;
• A risk register is maintained and reviewed by the executive
directors on a regular basis; any high risks are mitigated by
embedded controls; and
• There is a comprehensive process of financial reporting
based on the annual budget that is approved by the Board.
Monthly financial results are reported with analysis of key
variances against expectations.
There is currently no internal audit function as the Board 
considers that given the Group’s current stage of development, 
it is not necessary but this will be reviewed annually as the 
Group evolves. 
Relations with shareholders
Meetings with analysts and institutional shareholders are held 
following the interim and full year results and on an ad hoc basis. 
These meetings are usually held by the CEO and the CFO.
The Group’s informative website contains information to be of 
interest to new and existing investors. In addition, the Group 
retains the services of a financial PR consultancy, providing an 
additional contact avenue for investors.
There is an opportunity at the Annual General Meeting for 
individual shareholders to raise general business matters. 
Notice of the Annual General Meeting is provided at least  
21 days in advance of the meeting being held.
Directors’ report continued Eagle Eye Solutions Group plc   Annual Report 2016 | 21
Overview Strategic report Governance Financial statements Shareholder information
http://www.eagleeye.com
Research and development
Details of the Group’s policy for the recognition of expenditure 
on research and development of its Eagle Eye AIR platform and  
other products are set out in note 1 of the consolidated 
financial statements.
Risk management objectives and policies
Details of the Group’s financial risk management objectives 
and policies are set out in note 15 of the consolidated financial 
statements. The key non-financial risks that the Group faces 
are set out on pages 13 to 15 of the Strategic Report.
Related party transactions
Details of the Group’s transactions and year end balances  
with related parties are set out in note 19 of the consolidated 
financial statements.
Dividends
The directors do not recommend the payment of a dividend.
Off-balance sheet arrangements
The Group does not have any financing arrangements not 
included in the consolidated statement of financial position.
Statement as to disclosure of information to the auditor
The directors who were in office on the date of approval of 
these financial statements have confirmed that, as far as they 
are aware, there is no relevant audit information of which the 
auditor is unaware. Each of the directors have confirmed that 
they have taken all the steps that they ought to have taken as 
directors in order to make themselves aware of any relevant 
audit information and to establish that it has been 
communicated to the auditor.
Auditor
RSM UK Audit LLP were appointed for the year ended 30 June 
2016 and have indicated their willingness to continue in office.
By order of the Board
Lucy Sharman-Munday
Company Secretary 
5 New Street Square
London
EC4A 3TW
20 September 2016  22 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Statement of directors’ responsibilities
The directors are responsible for preparing the Strategic 
Report and the Directors’ Report and the financial statements 
in accordance with applicable law and regulations. 
Company law requires the directors to prepare Group and 
Company financial statements for each financial year. The 
directors are required by the AIM Rules of the London Stock 
Exchange to prepare Group financial statements in accordance 
with International Financial Reporting Standards (“IFRS”) as 
adopted by the European Union (“EU”) and have elected under 
company law to prepare the Company financial statements in 
accordance with United Kingdom Generally Accepted 
Accounting Practice (United Kingdom Accounting Standards 
and applicable law).
The Group financial statements are required by law and IFRS 
adopted by the EU to present fairly the financial position and 
performance of the Group; the Companies Act 2006 provides 
in relation to such financial statements that references in the 
relevant part of that Act to financial statements giving a true 
and fair view are references to their achieving a fair 
presentation.
Under company law the directors must not approve the 
financial statements unless they are satisfied that they give a 
true and fair view of the state of affairs of the Group and the 
Company and of the profit or loss of the Group and the 
Company for that period. 
In preparing each of the Group and Company financial 
statements, the directors are required to:
a. select suitable accounting policies and then apply them
consistently;
b. make judgements and accounting estimates that are
reasonable and prudent;
c. for the Group financial statements, state whether they have
been prepared in accordance with IFRS adopted by the EU
and for the Company financial statements state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the Company financial statements;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Group’s and 
the Company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the Group and the 
Company and enable them to ensure that the financial 
statements comply with the Companies Act 2006. They are 
also responsible for safeguarding the assets of the Group and 
the Company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
Group’s website.
Legislation in the UK governing the preparation and 
dissemination of financial statements may differ from legislation 
in other jurisdictions. Overview Strategic report Governance Financial statements Shareholder information
Eagle Eye Solutions Group plc   Annual Report 2016 | 23
http://www.eagleeye.com
Independent auditor’s report to the members of 
Eagle Eye Solutions Group plc
We have audited the group and parent company financial 
statements (“the financial statements”) on pages 24 to 51.  
The financial reporting framework that has been applied in the 
preparation of the group financial statements is applicable law 
and International Financial Reporting Standards (“IFRSs”) as 
adopted by the European Union. The financial reporting 
framework that has been applied in the preparation of the 
parent company financial statements is applicable law and 
United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice), including FRS 102 
“The Financial Reporting Standard applicable in the UK and 
Republic of Ireland”.
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 auditor
As more fully explained in the Statement of directors’ 
responsibilities set out on page 22, the directors are 
responsible for the preparation of the 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 financial 
statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s 
(“APB’s”) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is 
provided on the Financial Reporting Council’s website at  
http://www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion 
• the financial statements give a true and fair view of the state of
the Group’s and of the parent company’s affairs as at 30 June
2016 and of the Group’s loss for the year then ended;
• the group financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the  
Companies Act 2006
In our opinion the information given in the Strategic Report and 
the Directors’ Report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements.
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 parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and explanations
we require for our audit.
Graham Bond FCA 
(Senior Statutory Auditor)
For and on behalf of RSM UK AUDIT LLP, Statutory Auditor 
Chartered Accountants
Ninth Floor,
3 Hardman Street,
Manchester
M3 3HF
20 September 2016 24 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Consolidated statement of total comprehensive income
For the year ended 30 June 2016
Continuing operations Note
2016
£000
2015
£000
Revenue 3 6,458 4,854
Cost of sales (1,369) (1,385)
Gross profit 5,089 3,469
Adjusted operating expenses
1
(6,912) (4,990)
Loss before interest, tax, depreciation, amortisation and share-based payment charge (1,823) (1,521)
Share-based payment charge (632) (593)
Depreciation and amortisation (1,645) (1,441)
Operating loss 4 (4,100) (3,555)
Finance income 6 2 –
Loss before taxation (4,098) (3,555)
Taxation 7 473 203
Loss after taxation for the financial year (3,625) (3,352)
Foreign exchange adjustments 16 –
Total comprehensive loss attributable to the owners of the parent for the financial year (3,609) (3,352)
1 Adjusted operating expenses excludes share-based payment charge 
Loss per share
From continuing operations
Basic and diluted 8 (16.36)p (16.17)p Eagle Eye Solutions Group plc   Annual Report 2016 | 25
Overview Strategic report Governance Financial statements Shareholder information
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Consolidated statement of financial position
As at 30 June 2016
Note
2016
£000
2015
£000
Non-current assets
Intangible assets 9 4,838 5,206
Property, plant and equipment 10 243 53
5,081 5,259
Current assets
Trade and other receivables 12 2,080 1,417
Cash and cash equivalents 15 1,322 4,292
3,402 5,709
Total assets 8,483 10,968
Current liabilities
Trade and other payables 13 (2,394) (1,839)
Non-current liabilities
Deferred tax liability 14 (220) (290)
Total liabilities (2,614) (2,129)
Net assets 5,869 8,839
Equity attributable to owners of the parent
Share capital 16 222 221
Share premium 16 10,991 10,985
Merger reserve 16 3,278 3,278
Share option reserve 1,230 608
Retained losses (9,852) (6,253)
Total equity 5,869 8,839
These financial statements were approved by the Board on 20 September 2016 and signed on its behalf by:
L Sharman-Munday
Director
T Mason
Director 26 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Consolidated statement of changes in equity
For the year ended 30 June 2016
Share 
capital
£000
Share 
premium
£000
Merger 
reserve
£000
Share option 
reserve
£000
Retained 
losses
£000
Total
£000
Balance at 1 July 2014 201 7,209 3,278 197 (3,083) 7,802
Loss for the financial year – – – – (3,352) (3,352)
Transactions with owners recognised in equity
Issue of share capital 20 4,006 – – – 4,026
Issue costs – (230) – – – (230)
Fair value of share options lapsed in the year – – – (182) 182 –
Share-based payment charge – – – 593 – 593
20 3,776 – 411 182 4,389
Balance at 30 June 2015 221 10,985 3,278 608 (6,253) 8,839
Loss for the financial year – – – – (3,625) (3,625)
Other comprehensive income
Foreign exchange adjustments – – – – 16 16
– – – – (3,609) (3,609)
Transactions with owners recognised in equity
Exercise of share options 1 6 – – – 7
Fair value of share options exercised in the year – – – (10) 10 –
Share-based payment charge – – – 632 – 632
1 6 – 622 10 639
Balance at 30 June 2016 222 10,991 3,278 1,230 (9,852) 5,869 Eagle Eye Solutions Group plc   Annual Report 2016 | 27
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Consolidated statement of cash flows
For the year ended 30 June 2016
2016
£000
2015
£000
Cash flows from operating activities
Loss before taxation (4,098) (3,555)
Adjustments for:
Depreciation 80 42
Amortisation 1,565 1,399
Share-based payment charge 632 593
Finance income (2) –
Increase in trade and other receivables (663) (63)
Increase in trade and other payables 555 418
Income tax received 403 362
Net cash flows from operating activities (1,528) (804)
Cash flows from investing activities
Payments to acquire property, plant and equipment (270) (17)
Payments to acquire intangible assets (1,197) (958)
Net cash flows used in investing activities (1,467) (975)
Cash flows from financing activities
Net proceeds from issue of equity 7 3,796
Interest received 2 –
Net cash flows from financing activities 9 3,796
Net (decrease)/increase in cash and cash equivalents in the year (2,986) 2,017
Foreign exchange adjustments 16 –
Cash and cash equivalents at beginning of year 4,292 2,275
Cash and cash equivalents at end of year 1,322 4,292 28 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Notes to the consolidated financial statements
1 Accounting policies
Basis of preparation
These consolidated financial statements have been prepared on a going concern basis under the historical cost convention, 
and in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the EU and the International 
Financial Reporting Interpretations Committee (“IFRIC”) interpretations issued by the International Accounting Standards Board 
(“IASB”) that are effective or issued and early adopted as at the date of these financial statements and in accordance with the 
provisions of the Companies Act 2006.
The loss before interest, tax, depreciation, amortisation and share-based payment charge is presented in the income 
statement as the directors consider this performance measure provides a more accurate indication of the underlying 
performance of the Group.
The preparation of financial statements requires management to exercise its judgement in the process of applying accounting 
policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the 
Financial Information, are disclosed in note 2.
The presentational and functional currency of the Group is Sterling. Results in these financial statements have been prepared 
to the nearest £1,000.
New standards, amendments and interpretations adopted during the year ended 30 June 2016
The IASB and IFRIC have issued the following standards and interpretations which have been adopted during the year. 
The adoption of these standards and interpretations has not had a material impact on the Group.
Standard Key requirements
Annual IFRS 
Improvements Process 
(2014) 
The 2014 annual improvements cycle covered amendments to IFRS 5: Non-current assets held for sale and 
discontinued operations, IFRS 7: Financial Instruments: Disclosures, IAS 19: Employee benefits and IAS 34: 
Interim Financial Reporting
New standards, amendments and interpretations issued but not effective for the financial year beginning 1 July 2015 
and not early adopted
The IASB and IFRIC have issued the following standards and interpretations with effective dates as noted below:
Standard Key requirements
Effective date  
(for annual periods 
beginning on or after)
IFRS 9, Financial 
Instruments
The standard is the first standard issued as part of a wider project to replace 
IAS 39. It replaces the parts of IAS 39 that relate to the classification and 
measurement of financial instruments. IFRS 9 requires financial assets to be 
classified into two measurement categories: those measured as at fair value 
and those measured at amortised cost. The classification depends on the 
entity’s business model and the contractual cash flow characteristics of the 
instrument. The guidance in IAS 39 on impairment of financial assets and 
hedge accounting continues to apply.
1 January 2018
IFRS 15, Revenue  
from Contracts with 
Customers 
The standard specifies how and when a company will recognise revenue as 
well as requiring such entities to provide users of financial statements with 
more informative, relevant disclosures. The standard provides a single, 
principles based, five-step model to be applied to all contracts with customers.
1 January 2018
IFRS 16, Leases The standard requires lessees to account for all leases under a single on-
balance sheet model in a similar way to finance leases under IAS 17 . At the 
commencement date of a lease, a lessee will recognise a liability to make lease 
payments and an asset representing the right to use the underlying asset 
during the lease term. Lessees will be required to separately recognise the 
interest expense on the lease liability and the depreciation expense on the right 
of use asset.
1 January 2019
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on 
the Group. Eagle Eye Solutions Group plc   Annual Report 2016 | 29
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Going concern
As part of their going concern review the directors have followed the guidelines published by the Financial Reporting Council 
entitled “Guidance on Risk Management and Internal Control and Related Financial and Business Reporting”.
The directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of approval of 
these consolidated financial statements. In developing these forecasts the directors have made assumptions based upon their 
view of the current and future economic conditions that will prevail over the forecast period.
On the basis of the above projections, the directors are confident that the Group has sufficient working capital to honour all  
of its obligations to creditors as and when they fall due. In reaching this conclusion, the directors have considered the forecast 
cash headroom, the resources available to the Group and the potential impact of changes in forecast growth and other 
assumptions, including the potential to avoid or defer certain costs and to reduce discretionary spend as mitigating actions in 
the event of such changes. Accordingly, the directors continue to adopt the going concern basis in preparing these 
consolidated financial statements.
Basis of consolidation 
The consolidated financial statements consolidate those of the Company and its subsidiary undertakings drawn up to 30 June 
each year. Subsidiaries are entities where the Company has: power over the entity; exposure, or rights, to variable returns from 
its involvement with the entity; and the ability to use its power over the entity to affect the amount of its returns. The Group 
generally obtains and exercises control through voting rights. 
The results of subsidiaries acquired are consolidated from the date on which control passed under the acquisition method. 
This involves the recognition at fair value of the assets, liabilities and contingent liabilities of the subsidiary at the acquisition 
date. These fair values are also used as the bases for subsequent measurement in accordance with the Group’s  
accounting policies. 
All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the provision of the Group’s services, 
excluding VAT, and is recognised at the point that the services have been delivered. Revenue is recognised when the amount 
of revenue can be reliably measured, when it is probable that future economic benefits can flow to the Group and when 
specific criteria have been met for each of the activities as described below:
Development and set up fees are recognised on a percentage of completion basis using estimates. A project typically takes a 
number of months and where such a project spans a period end, the Group recognises accrued income on the Statement of 
Financial Position to reflect the service provided on a stage of completion basis. 
Subscription fees are recognised on a monthly basis and are invoiced on a monthly, quarterly, bi-annual or annual basis. 
Where invoices are raised in advance, a portion is recognised in deferred income in the Statement of Financial Position. 
Transactional fees are recognised based on transactional volumes as the transactions occur. 
Operating loss
Operating loss comprises the Group’s revenue for the provision of services, less the costs of providing those services and 
administrative overheads, including depreciation and amortisation of the Group’s non-current assets. 
Accounting for joint ventures
Joint ventures are entities which are jointly controlled. Investments in joint ventures are accounted for using the equity method 
of accounting. Under the equity method, the investment is originally recognised at cost and the carrying amount is increased 
or decreased to recognise the investor’s share of the profit and loss of the investee after the date of acquisition. The Group’s 
investment in joint ventures includes any goodwill to the extent identified on acquisition.
If the ownership interest in a joint venture is reduced but significant influence is retained, only a proportionate share of the 
amounts previously recognised in other comprehensive income is reclassified to the income statement where appropriate.
The Group’s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition 
movements is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the 
investment. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any 
other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive 
obligations or made payments on behalf of the joint venture. 30 | 
Eagle Eye Solutions Group plc   Annual Report 2016
The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is 
impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount 
of the joint venture and its carrying amount and recognises the impairment in the income statement.
Property, plant and equipment
Purchased property, plant and equipment is stated at cost less accumulated depreciation and any provision for 
impairment losses. 
Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition 
for its intended use. Depreciation is charged so as to write off the costs of assets over their estimated useful lives, on the 
following bases:
Computer equipment two to four years, straight-line
Office furniture and fittings  three to five years, straight-line
The economic lives of assets are reviewed by the directors on at least an annual basis and are amended as appropriate.
Intangible assets
Goodwill
Goodwill arising on business combinations represents the difference between the consideration for a business acquisition and 
the fair value of the net identifiable assets acquired, less any accumulated impairment losses. The consideration for a business 
acquisition represents the fair value of assets given and equity instruments issued in return for the assets acquired. Goodwill is 
not amortised but is subject to an impairment review which is performed at least annually.
Assets acquired as part of a business combination
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have 
a cost to the Group of its fair value at the acquisition date. The fair value of the intangible assets reflects expectations about the 
probability that future economic benefits from the asset will flow to the Group. These costs are amortised on a straight-line 
basis based upon the directors’ estimate of their useful economic lives of three years.
Internally-generated development intangible assets
An internally-generated development intangible asset arising from the Group’s product development is recognised if, and only 
if, the Group can demonstrate all of the following:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale
• its intention to complete the intangible asset and use or sell it
• its ability to use or sell the intangible asset
• how the intangible asset will generate probable future economic benefits
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset
• its ability to measure reliably the expenditure attributable to the intangible asset during its development
Internally-generated development intangible assets are amortised as an administrative cost on a straight-line basis over their 
useful lives of three years.
Where no internally-generated intangible asset can be recognised, research and development expenditure is recognised as an 
expense in the period in which it is incurred.
Impairment of tangible and intangible assets
The Group reviews the carrying amounts of its assets annually to determine whether there is any indication that those assets 
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to 
determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from 
other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An 
intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that 
the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future 
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the 
time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying 
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. In the case of a cash-generating unit, any 
impairment loss is charged pro rata to the assets in the cash-generating unit.
1 Accounting policies continued
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 31
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Financial instruments
Financial assets and financial liabilities are recognised in the consolidated Statement of Financial Position when the Group 
becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contracted rights 
to the cash flows from the financial asset expire or when the contracted rights to those assets are transferred. Financial 
liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired. 
Financial assets
(a) Trade and other receivables
Trade and other receivables are recognised at their fair value. Appropriate provisions for estimated irrecoverable amounts are
recognised in the statement of comprehensive income when there is objective evidence that the assets are impaired. Trade
and other receivables are shown in note 15 as “loans and receivables”.
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits held on call with banks, and other short-term highly
liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and
are subject to an insignificant risk of changes in value. Cash and cash equivalents are shown in note 15 as “loans and
receivables”.
Financial liabilities and equity 
(c) Trade and other payables
Trade payables are recognised at their fair value. Trade and other payables are shown in note 15 as “other financial liabilities”.
(d) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of issue costs.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as 
operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit 
or loss on a straight-line basis over the expected period of the lease. 
Employee benefits
The Group operates a defined contribution pension scheme for certain employees of the Group. The assets of the scheme are 
held separately from those of the Group in an independently administered fund. The pension costs charged in the income 
statement are the contributions payable to the scheme in respect of the accounting period.
Current and deferred income tax
Current tax
The tax currently payable is based on taxable loss for the year. Taxable loss differs from the loss for the financial year as 
reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years 
and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and 
liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. 
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against 
which temporary differences can be utilised. Deferred tax liabilities are generally recognised for all taxable temporary 
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against 
which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 
difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of 
other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is 
realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is 
charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive 
income, in which case the deferred tax is also dealt with in other comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current 
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its 
current tax assets and liabilities on a net basis. 32 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Share-based payments
The Company issues equity-settled share-based payments to certain employees as consideration for services. Equity-settled 
share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments 
granted. The fair value determined at the grant date of equity-settled share-based payments is recognised as an expense over 
the vesting period on a straight-line basis, based on the Group’s estimate of the number of instruments that will eventually vest 
with a corresponding adjustment to equity. The expected life used in the valuation is adjusted, based on the directors’ best 
estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the options at grant date. 
Service and non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each 
reporting date.
When the options are exercised the Company issues new shares. The proceeds received net of any directly attributable 
transaction costs are credited to share capital (nominal value) and share premium.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision 
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the 
operating segments, has been identified as the Board of Directors that makes strategic decisions.
Equity
Equity comprises the following:
• Share capital, representing the nominal value of shares of the Company;
• Share premium, representing the excess over the nominal value of the fair value of consideration received for shares, net of
expenses of the share issue;
• Merger reserve, representing the excess of the Company’s investment over the nominal value of Eagle Eye Solutions
Limited’s shares acquired using the principles of merger accounting;
• Share option reserve, representing the cost of equity-settled share-based payments until such share options are exercised
or lapse;
• Retained losses.
2 Critical accounting estimates and judgements 
The preparation of these consolidated financial statements requires the directors to make judgements and estimates that 
affect the reported amounts of assets and liabilities at each reporting date and the reported amounts of revenue during the 
reporting periods. Estimates and judgements are continually evaluated and are based on historical experience and other 
factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results 
could differ from these estimates. Information about such judgements and estimations are contained in individual accounting 
policies. The key judgements and sources of estimation uncertainty that could cause an adjustment to be required to the 
carrying amount of assets or liabilities within the next accounting period are outlined below:
Impairment of internally-generated intangible assets
An impairment review of the Group’s development costs is undertaken at least annually. This review involves the use of 
judgement to consider the future projected income streams that will result from the aforementioned costs. The expected future 
cash flows are modelled and discounted over the expected life of the assets in order to test for impairment. In the years 
represented in these consolidated financial statements no impairment charge was recognised as a result of these reviews. 
Impairment of goodwill
The Group determines whether goodwill arising on acquisitions is impaired at least on an annual basis. This requires an 
estimation of the “value in use” of the cash-generating units to which the goodwill is allocated. Estimating a value in use 
amount requires the directors to make an estimate of the expected future cash flows from the cash-generating unit and also 
to choose a suitable discount rate in order to calculate the present value of those cash flows. The actual cash flows may be 
different from the directors’ estimates, which could impact the carrying value of the goodwill and therefore operating results 
negatively. The value of goodwill at 30 June 2016 is £2.7 million (2015: £2.7 million).
Revenue recognition
Where the Group is providing material development services, development fees are recognised in line with percentage 
completion of work performed towards milestones. Milestones and the directors’ estimate of percentage completion may 
differ, which could impact operating results positively or negatively. At 30 June 2016, unbilled but contracted revenue of 
£161,000 (2015: £252,000) has been recognised for development fees.
1 Accounting policies continued
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 33
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Share-based payment charge
The Group issues share options to certain employees. The Black-Scholes and Binomial models are used to calculate the 
appropriate charge for these options. The choice and use of these models to calculate a charge involves using a number of 
estimates and judgements to establish the appropriate inputs to be entered into the model, covering areas such as the use of 
an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of 
judgement is therefore involved in the calculation of the charge.
The total charge recognised in the year to 30 June 2016 is £632,000 (2015: £593,000). Further information on share options 
can be found in note 17 .
Deferred tax asset recognition
The directors’ judgement is required to determine the amount of tax assets that can be recognised, based upon the likely 
timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. The 
carrying value of the unrecognised tax losses at 30 June 2016 was £16.3 million (2015: £16.0 million). The value of the deferred 
tax asset not recognised at 30 June 2016 was £3.3 million (2015: £3.7 million) Further information on the Group’s deferred tax 
position can be found in note 14.
3 Segmental analysis 
The Group is organised into one principal operating division for management purposes. Therefore the Group has only one 
operating segment and segmental information is not required to be disclosed. Revenue is analysed as follows:
2016
£000
2015
£000
Development and set up fees 1,275 992
Subscription and transaction fees 5,183 3,862
6,458 4,854
2016
£000
2015
£000
AIR revenue 4,637 2,733
Messaging revenue 1,821 2,121
6,458 4,854
In the year to 30 June 2016, revenue from two of the Group’s customers represented more than 10% of the Group’s revenue. 
Revenue related to those customers was £1,271,000 and £728,000 respectively. In the year to 30 June 2015, revenue from 
one of the Group’s customers represented more than 10% of the Group’s revenue. Revenue related to this customer was 
£852,000.
All revenues are from external customers. Continuing revenues can be attributed to the following geographical locations, 
based on the customers’ location, as follows:
2016
£000
2015
£000
United Kingdom 5,871 4,515
North America 405 –
Rest of Europe 81 194
Asia 101 145
6,458 4,854
All non-current assets are held in the United Kingdom. 34 | 
Eagle Eye Solutions Group plc   Annual Report 2016
4 Operating loss
Operating loss is stated after charging to administrative costs:
2016
£000
2015
£000
Depreciation of owned tangible assets 80 42
Amortisation of intangible assets 1,565 1,399
Employee costs (see note 5) 4,941 3,068
Operating lease rentals 228 182
Auditor’s remuneration
Audit of parent and consolidated accounts 12 12
Audit of the Company’s subsidiaries 20 18
Non-audit services
Other non-audit services
1
18 10
Research and development 358 433
1 Other non-audit services includes tax services of £17,000 (2015: £10,000). 
5 Particulars of staff
The average number of persons employed by the Group, including executive directors, during the year was:
2016
Number
2015
Number
Product development 28 18
Operations 21 15
Sales and administration 24 17
73 50
The aggregate payroll costs of these persons were:
2016
£000
2015
£000
Wages and salaries 4,818 2,955
Share-based payment charge 632 593
Social security costs 558 402
Pension costs-defined contribution plan 33 33
6,041 3,983
Less: amounts capitalised as intellectual property (1,100) (915)
4,941 3,068
Key management remuneration
Remuneration of the key management team, including executive directors, during the year was as follows:
2016
£000
2015
£000
Aggregate emoluments including short-term employee benefits 963 856
Share-based payment charge 309 297
Pension costs-defined contribution plan 8 7
1,280 1,160
Directors’ remuneration
Remuneration of directors during the year was as follows:
2016
£000
2015
£000
Aggregate emoluments including short-term employee benefits 757 663
Pension costs-defined contribution plan 5 4
Fees – 55
762 722
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 35
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The remuneration of the highest paid director during the year was:
2016
£000
2015
£000
Aggregate emoluments including short-term employee benefits 239 247
The remuneration of individual directors is disclosed in the Directors’ Report on page 19. Retirement benefits are accruing to 
one (2015: one) director.
6 Finance income
2016
£000
2015
£000
Interest receivable on bank deposits 2 –
7 Taxation
2016
£000
2015
£000
Current tax
UK corporation tax at 20.00% (2015: 20.75%) – –
Adjustments in respect of prior years (403) (301)
(403) (301)
Deferred tax
In respect of current year (706) (150)
In respect of prior years 636 248
(70) 98
Tax on loss on ordinary activities (473) (203)
Tax reconciliation
Loss before tax (4,098) (3,555)
Tax using UK corporation tax rate of 20.00% (2015: 20.75%) (820) (738)
Non-deductible expenses 4 126
Employee share acquisition relief (4) –
Temporary timing differences 44 (19)
Unrelieved tax losses 720 745
Effect of changes in tax rates (14) (16)
Adjustment to current tax in respect of prior years
1
(403) (301)
Tax on loss on ordinary activities (473) (203)
1 The adjustment to current tax in respect of prior years relates to the finalisation and submission of research and development tax credit claims to HMRC.
8 Loss per share
The calculation of basic and diluted loss per share is based on the result attributable to ordinary shareholders divided by the 
weighted average number of ordinary shares in issue during the year. The weighted average number of shares for the purpose 
of calculating the basic and diluted measures is the same. This is because the outstanding share options would have the effect 
of reducing the loss per ordinary share and therefore would be anti-dilutive. Basic and diluted loss per share from continuing 
operations is calculated as follows:
Loss per share 
pence
Loss 
£000
2016 
Weighted 
average number 
of ordinary 
shares
Loss per share 
pence
Loss 
£000
2015 
Weighted 
average number 
of ordinary 
shares
Basic and diluted loss per share (16.36) (3,625) 22,155,260 (16.17) (3,352) 20,721,298 36 | 
Eagle Eye Solutions Group plc   Annual Report 2016
9 Intangible assets
Goodwill
£000
Intellectual 
property 
£000
Total
£000
Cost
At 1 July 2014 2,664 3,577 6,241
Additions – 958 958
At 30 June 2015 2,664 4,535 7,199
Additions – 1,197 1,197
At 30 June 2016 2,664 5,732 8,396
Amortisation 
At 1 July 2014 – 594 594
Charge for the year – 1,399 1,399
At 30 June 2015 – 1,993 1,993
Charge for the year – 1,565 1,565
At 30 June 2016 – 3,558 3,558
Net book value
At 30 June 2016 2,664 2,174 4,838
At 30 June 2015 2,664 2,542 5,206
At 1 July 2014 2,664 2,983 5,647
The Group’s intellectual property relates to its internally developed Eagle Eye AIR platform and the acquired intellectual 
property of 2ergo Limited which consisted of a then stand-alone messaging platform and an app and customer interface 
loyalty solution, both of which have now been integrated within the Eagle Eye AIR platform.
The Group’s goodwill relates to its acquisition of 2ergo Limited on 16 April 2014. An annual impairment review of goodwill 
arising on acquisition has been performed for the messaging cash-generating unit which formed part of 2ergo Limited. The 
recoverable value of the unit has been based on its value in use. The cash flow projections, which were based on four year 
forecasts approved by the directors and then extended to cover a five year period with a terminal value assumed, supported 
the carrying value of goodwill and the Group’s intellectual property with no impairment required. Discount rates are determined 
by reference to relevant comparator companies.
Cash-generating unit
Carrying 
value of 
goodwill 
£000
Period 
over which 
cash flows 
have been 
projected
Growth rate 
beyond 
management 
approved 
forecasts
Discount rate 
for cash flow 
projections
Messaging 2,664 5 years 2.5% 30%
The key assumptions underlying the forecast are the continued profitability flowing from existing contracts and subsequent 
growth based on focus on the Group’s acquired messaging technology and the broad maintenance and control of the current 
cost base for the messaging cash-generating unit. These assumptions are based on management’s experience and the 
historical success of the cash-generating unit. The forecast for the unit provides sufficient headroom over the value of goodwill 
and intangible assets attributed to the cash-generating unit. 
The Group has no intangible assets with indefinite useful lives other than goodwill.
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 37
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10 Property, plant and equipment
Computer 
equipment
£000
Office 
furniture and 
fittings
£000
Total
£000
Cost
At 1 July 2014 137 5 142
Additions 17 – 17
At 30 June 2015 154 5 159
Additions 34 236 270
At 30 June 2016 188 241 429
Depreciation
At 1 July 2014 64 – 64
Charge for the year 39 3 42
At 30 June 2015 103 3 106
Charge for the year 42 38 80
At 30 June 2016 145 41 186
Net book value
At 30 June 2016 43 200 243
At 30 June 2015 51 2 53
At 1 July 2014 73 5 78
11 Investments
Investment in joint ventures
The Group holds an interest in the ordinary share capital of Australian company Eagle Eye Solutions (Asia Pacific) Pty Limited 
of 51%. The company was established in order to sell the Eagle Eye AIR platform in the Asia Pacific market and was granted a 
licence by Eagle Eye Solutions Limited in order to sell the platform in these territories, under which an income stream based on 
sales was due to Eagle Eye Solutions Limited. The Group has not provided any funding to Eagle Eye Solutions (Asia Pacific) 
Pty Limited since its original investment in the share capital of £51 and due to the losses made, has not invoiced the company 
for revenue due to it under the terms of the licence agreement. As the Group is not required to fund any losses made by Eagle 
Eye Solutions (Asia Pacific) Pty Limited the directors believe that they are unable to evidence that they have the power over the 
entity, nor have rights or exposure to variable returns from the entity nor have the ability to use power over the entity to affect 
the amount of returns. As such and in accordance with IFRS 11: Joint Arrangements, the directors have treated this investment 
as a joint venture and have accounted for this interest as a jointly controlled entity using the principles of equity accounting as 
set out below: 
Summarised statement of financial position for Eagle Eye Solutions (Asia Pacific) Pty Limited
2016
£000
2015
£000
Non-current assets
Property, plant and equipment 6 8
Current assets
Trade and other receivables 22 17
Cash and cash equivalents 19 12
41 29
Total assets 47 37
Current liabilities
Trade and other payables (3) (2)
Net assets 44 35 38 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Summarised statement of total comprehensive income for Eagle Eye Solutions (Asia Pacific) Pty Limited
2016
£000
2015
£000
Profit before tax 7 21
Income tax – –
Profit after tax 7 21
The statement of financial position for Eagle Eye Solutions (Asia Pacific) Pty Limited has been translated to Sterling at the 
exchange rate at each period end. The performance in the income statement has been translated at the average exchange 
rate during each period. 
In the year ended 30 June 2012, the directors reviewed the losses made and determined that the investment in Eagle Eye 
Solutions (Asia Pacific) Pty Limited was impaired, writing it down to £nil. Having reviewed the performance of Eagle Eye 
Solutions (Asia Pacific) Pty Limited the directors have determined that this treatment remains appropriate.
12 Trade and other receivables
2016
£000
2015
£000
Trade receivables 1,048 675
Less: Provision for impairment of trade receivables (26) (40)
1,022 635
Prepayments and accrued income 1,007 746
Other receivables 51 36
2,080 1,417
The ageing of trade receivables that were not impaired at 30 June 2016 was: 
2016
£000
2015
£000
Not past due 890 406
Up to three months past due 113 205
More than three months past due 14 16
1,017 627
Accrued income and other receivables are not past due (2015: not past due).
The Group trades only with recognised, credit-worthy third parties. Receivable balances are monitored on an ongoing basis 
with the aim of minimising the Group’s exposure to bad debts and in some cases the Group holds cash as security for some 
customers’ debts. The Group has reviewed in detail all items comprising the above not past due and overdue but not impaired 
trade receivables to ensure that no impairment exists. As at 30 June 2016, trade receivables of £31,000 (2015: £48,000) were 
impaired and provided for, all of which were more than two months old. The amount of the provision was £26,000 as at 
30 June 2016 (2015: £40,000). Movements on the provision for impairment of trade receivables are as follows:
2016
£000
2015
£000
At 1 July 40 46
Provision for impairment of receivables 12 20
Receivables written off during the year (26) (26)
At 30 June 26 40
The other classes within trade and other receivables do not contain impaired assets. The maximum exposure to credit risk at 
the reporting date is the carrying value of each class of receivable disclosed above. 
11 Investments continued
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 39
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The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
2016
£000
2015
£000
Sterling 1,826 1,417
Canadian Dollars 254 –
2,080 1,417
13 Trade and other payables
2016
£000
2015
£000
Current
Trade payables 706 780
Other payables 341 205
Accruals and deferred income 1,347 854
2,394 1,839
14 Deferred tax liability
The elements of deferred taxation are as follows:
2016
£000
2015
£000
Accelerated capital allowances and intellectual property 220 290
Movement in deferred tax:
Accelerated 
capital allowances 
and intellectual 
property 
£000
At 1 July 2014 192
Charged to income statement 98
At 30 June 2015 290
Credited to income statement (70)
At 30 June 2016 220
No deferred tax asset is recognised for unused tax losses across the Group of £16.3 million (2015: £16.0 million) due to 
uncertainty over the timing of their recovery.
15 Financial instruments and financial risk management
The Group is exposed to a variety of financial risks that arise from its use of financial instruments: credit risk, liquidity risk, 
foreign exchange risk and capital risk. 
Principal financial instruments
The principal financial instruments used by the Group from which financial instrument risk arises are as follows:
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
2016
£000
2015
£000
Financial assets
Loans and receivables
Trade and other receivables 1,552 1,148
Cash and cash equivalents 1,322 4,292
2,874 5,440
Financial liabilities
Other financial liabilities
Trade and other payables 1,690 1,598 40 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Disclosures in respect of the Group’s financial risks are set out below:
Financial risk management
The Group’s activities expose it to credit, liquidity and foreign exchange risks. The Group’s overall risk management 
programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s 
financial performance. 
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its 
contractual obligations, and arises principally from trade receivables from customers and cash deposits with financial 
institutions. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Credit 
checks are performed on new and potential customers, receivable balances are monitored on an ongoing basis with the aim 
of minimising the Group’s exposure to bad debt and in some cases the Group holds cash as security for some customers’ 
debts. The directors consider the above measures to be sufficient to control the credit risk exposure.
The Group gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk.  
At the reporting date, the Group’s cash held on short-term deposit with HSBC Bank in the United Kingdom was £1,294,000 
(2015: £4,292,000) and with Barclays Bank in the United Kingdom was £28,000 (2015: £nil).
The carrying amount of financial assets recorded in the consolidated financial statements represents the Group’s maximum 
exposure to credit risk without taking into account the value of any collateral obtained. In the directors’ opinion there have  
been no impairments of financial assets in the period, other than in relation to trade receivables written off of £26,000  
(2015: £26,000).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its 
cash flows to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed 
conditions, without incurring unacceptable losses or damage to the Group’s reputation.
During the year the Group agreed a £1.5 million three year revolving loan facility with Barclays Bank, secured on the Group’s 
assets. At the date of these financial statements this facility had not been utilised.
The directors manage liquidity risk by regularly reviewing the Group’s cash requirements by reference to short-term cash flow 
forecasts and medium-term working capital projections prepared by management.
Foreign exchange risk
The vast majority of the Group’s revenues and costs are in Sterling (the Company’s functional currency) and involve no 
currency risk. Activities in currencies other than Sterling are funded as much as possible through operating cash flows, 
mitigating foreign exchange risk. The Group has the following cash and cash equivalent deposits:
2016
£000
2015
£000
Sterling 1,136 4,292
Canadian Dollars 186 –
1,322 4,292
The Group has the following net trade receivables/payables:
2016
£000
2015
£000
Sterling 138 (145)
Canadian Dollars 179 –
317 (145)
A 5% change in the currency translation rate between Sterling and Canadian Dollars would have the following effect on the 
Group’s net assets and loss before tax:
2016
£000
2015
£000
Net assets 15 –
Loss before tax 14 –
15 Financial instruments and financial risk management continued
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 41
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Maturity of financial assets and liabilities
All of the Group’s financial assets and financial liabilities at each reporting date are either receivable or payable within one year.
Capital management 
The Group’s capital structure is comprised entirely of shareholders’ equity. The objective of the Group when managing capital 
is to maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term. The 
capital structure is managed and adjusted to reflect changes in economic conditions. The Group funds its expenditures on 
commitments from existing cash and cash equivalent balances, primarily received from operating cash flows, issuances of 
shareholders’ equity and from the revolving credit facility with Barclays Bank. There are no externally imposed capital 
requirements. Financing decisions are made by the directors based on forecasts of the expected timing and level of capital 
and operating expenditure required to meet the Group’s commitments and development plans.
16 Share capital
The authorised share capital of the Company is 22,158,286 ordinary shares of 1p each. 
Number of 
shares issued 
and fully paid
Share 
capital
£000
Share 
premium
£000
At 1 July 2014 20,131,152 201 7,209
Issue of share capital 2,013,114 20 4,006
Issue costs – (230)
At 30 June 2015 22,144,266 221 10,985
Issue of share capital 14,020 1 6
Issue costs – –
At 30 June 2016 22,158,286 222 10,991
On 18 September 2015, the Company issued 14,020 1p ordinary shares pursuant to the exercise of employee share options. 
Merger reserve
The acquisition of its principal subsidiary by the Group in 2014 did not meet the definition of a business combination and 
therefore fell outside the scope of IFRS 3. The acquisition was therefore accounted for in accordance with the principles of 
merger accounting as set out in Financial Reporting Standard 6 – Acquisitions and Mergers.
The consideration paid to the shareholders of Eagle Eye Solutions Limited was 13,641,384 ordinary shares of 1p each. A merger 
reserve arises on consolidation being the difference between the nominal value of the shares issued on acquisition and the net 
assets acquired.
17 Share option schemes
The Company has a share option scheme for certain employees and directors of the Group. Options are generally exercisable 
at a price equal to the market price of the Company’s shares on the day immediately prior to the date of grant. Options are 
forfeited if the employee or director leaves the Group before the options vest. The performance criteria relating to the options 
are the continuing employment of the holder and the achievement of certain earnings based performance criteria.
2016 
Number of 
share 
options
2016 
Weighted 
average 
exercise price 
£
2015 
Number of 
share 
options
2015 
Weighted 
average 
exercise price 
£
Outstanding at the beginning of the year 1,753,899 0.83 1,309,128 0.51
Granted during the year 903,698 0.68 456,097 1.73
Exercised in the year (14,020) (0.51) – –
Lapsed in the year (135,753) (1.77) (11,326) 0.51
Outstanding at the end of the year 2,507,824 0.73 1,753,899 0.83
Exercisable at the end of the year 281,304 0.51 – –
In the year ended 30 June 2016, options were granted on 17 November 2015, 4 January 2016, 12 January 2016, 12 May 2016 
and 23 May 2016. The aggregate of the estimated fair value of the options granted on those dates was £1,519,000 and the 
weighted average share price on those dates was £0.68.
In the year ended 30 June 2015, options were granted on 17 July 2014, 3 November 2014, 12 May 2015 and 26 May 2015. 
The aggregate estimated fair value of the options granted on those dates was £251,890 and the weighted average share price 
on those dates was £1.73. 42 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Options outstanding under the Company’s share option schemes at 30 June 2016 were as follows:
Name of scheme
2016
Number 
of options
2015 
Number 
of options
Calendar 
year of grant
Exercise 
period
Exercise price 
per share
EMI Share Option Scheme 1,025,559 1,068,043 2014 2014–2024 £0.51
EMI Share Option Scheme 300,000 300,000 2014 2014–2024 £1.55
EMI Share Option Scheme 73,808 83,808 2015 2015–2025 £2.07
EMI Share Option Scheme – 72,289 2015 2015–2025 £2.08
EMI Share Option Scheme 106,472 – 2015 2015–2025 £2.23
EMI Share Option Scheme 161,530 – 2016 2016–2026 £1.96
LTIP Share Option Scheme 610,696 – 2016 2016–2026 £0.01
Unapproved Share Option Scheme 229,759 229,759 2014 2014–2024 £0.51
The weighted average remaining contractual life of these options is 8.5 years (2015: 9.0 years).
The fair value of the employees’ services received in exchange for the grant of share options is recognised as an expense. The 
total amount to be expensed over the vesting period is determined by reference to the fair value of the share options granted. 
Fair value is determined by reference to the Black-Scholes and Binomial option pricing models.
The inputs into the option pricing models are as follows:
2016 2015
Weighted average exercise price £0.73 £0.83
Expected volatility 25.3%–35.0% 35.0%
Expected life 5 years 5 years
Risk free interest rate 0.7%–1.9% 0.7%–1.9%
Expected dividends Nil Nil
The volatility of the Company’s share price on each date of grant is calculated as the average of the annualised standard 
deviations of daily continuously compounded returns on the Company’s stock and that of closely comparable companies. 
The Group recognised a charge of £632,000 (2015: £593,000) related to equity-settled share-based payment transactions in 
the year. 
18 Operating lease commitments
At 30 June 2016, the Group had aggregate minimum lease payments under non-cancellable operating leases for office and 
other sites as follows:
2016
£000
2015
£000
Due within one year 243 87
Due within two to five years 557 132
800 219
The Group’s Guildford office lease agreement can be cancelled after five years of its initial ten year term, which commenced in 
July 2015. The lease for the Group’s Manchester office can be cancelled after five years of its initial ten year term, which 
commenced in December 2013.
17 Share option schemes continued
Notes to the consolidated financial statements 
continued Eagle Eye Solutions Group plc   Annual Report 2016 | 43
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19 Related party transactions
The remuneration of the directors and key management personnel is disclosed in note 5.
During the year the Group acquired sub-contractor services to the value of £77 ,000 (2015: £78,000) from Eagle Eye 
Technology Limited, a company in which Stephen Rothwell, a director of the Company, holds an interest. At 30 June 2016, 
£28,000 (2015: £11,000) was outstanding in respect of these services.
At 30 June 2016, directors’ emoluments of £1,000 were outstanding to Sir Terry Leahy (2015: £7 ,000), who is paid in arrears. 
Save as disclosed above, none of the key management personnel of the Group owe any amounts to any company within  
the Group (2015: £nil), nor are any amounts due from any company in the Group to any of the key management personnel 
(2015: £nil).
20 Ultimate controlling party
The directors do not consider there to be an ultimate controlling party due to no individual party owning a majority share in the 
Company. See page 19 for information on percentage shareholdings. 44 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Company statement of financial position
as at 30 June 2016
Note
2016
£000
2015
£000
Non-current assets
Investments in subsidiaries 5 5,667 5,244
5,667 5,244
Current assets
Trade and other receivables 6 4,923 2,107
Cash and cash equivalents 8 859 3,985
5,782 6,092
Total assets 11,449 11,336
Current liabilities
Trade and other payables 7 (163) (160)
Net assets 11,286 11,176
Equity attributable to owners of the parent
Share capital 9 222 221
Share premium 9 10,991 10,985
Share option reserve 1,230 608
Retained losses (1,157) (638)
Total equity 11,286 11,176
These financial statements were approved by the Board on 20 September 2016 and signed on its behalf by:
L Sharman-Munday
Director
T Mason
Director Eagle Eye Solutions Group plc   Annual Report 2016 | 45
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Company statement of changes in equity
for the year ended 30 June 2016
Share 
capital
£000
Share 
premium
£000
Share 
option 
reserve
£000
Retained 
losses
£000
Total
£000
Balance at 1 July 2014 201 7,209 197 (343) 7,264
Loss for the financial year – – – (295) (295)
Transactions with owners recognised in equity
Issue of share capital 20 4,006 – – 4,026
Issue costs – (230) – – (230)
Fair value of share options lapsed in the year – – (182) – (182)
Share-based payment charge – – 593 – 593
20 3,776 411 – 4,207
Balance at 30 June 2015 221 10,985 608 (638) 11,176
Loss for the financial year – – – (519) (519)
Transactions with owners recognised in equity
Exercise of share options 1 6 – – 7
Fair value of share options exercised in the year – – (10) – (10)
Share-based payment charge – – 632 – 632
1 6 622 – 629
Balance at 30 June 2016 222 10,991 1,230 (1,157) 11,286 46 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Company statement of cash flows
for the year ended 30 June 2016
2016
£000
2015
£000
Cash flows from operating activities
Loss after taxation (519) (295)
Adjustment for:
Share-based payment charge 199 –
Increase in trade and other receivables (12) (16)
Increase in trade and other payables 3 68
Net cash flows from operating activities (329) (243)
Cash flows from financing activities
Net proceeds from issue of equity 7 3,796
Loan to subsidiary (2,804) (1,531)
Net cash flows from financing activities (2,797) 2,265
Net (decrease)/increase in cash and cash equivalents in the year (3,126) 2,022
Cash and cash equivalents at beginning of year 3,985 1,963
Cash and cash equivalents at end of year 859 3,985 Eagle Eye Solutions Group plc   Annual Report 2016 | 47
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Notes to the Company financial statements
1 Accounting policies
Basis of preparation
These financial statements have been prepared on a going concern basis under the historical cost convention, and in 
accordance with the Companies Act 2006 and applicable United Kingdom accounting standards. During the year the 
Company adopted FRS 102. There were no transitional adjustments on the adoption of FRS 102.
The preparation of financial statements requires management to exercise its judgement in the process of applying accounting 
policies. The areas involving a higher degree of judgement, or areas where assumptions and estimates are significant to the 
financial information, are disclosed in note 2.
The presentational and functional currency of the Company is Sterling. Results in these financial statements have been 
prepared to the nearest £1,000.
Transition to FRS 102
These financial statements were prepared in accordance with FRS 102 for the first time. The transition date from the previous 
financial reporting framework to FRS 102 was 1 July 2014. FRS 102 grants elections and certain exemptions from its full 
requirements when preparing the first financial statements that conform to FRS 102.
Going concern
As part of their going concern review the directors have followed the guidelines published by the Financial Reporting Council 
entitled “Guidance on Risk Management and Internal Control and Related Financial and Business Reporting”.
The directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of approval of 
these consolidated financial statements. In developing these forecasts the directors have made assumptions based upon their 
view of the current and future economic conditions that will prevail over the forecast period.
On the basis of the above projections, the directors are confident that the Company has sufficient working capital to honour all 
of its obligations to creditors as and when they fall due. In reaching this conclusion, the directors have considered the forecast 
cash headroom, the resources available to the Company and the potential impact of changes in forecast growth and other 
assumptions, including the potential to avoid or defer certain costs and to reduce discretionary spend as mitigating actions in 
the event of such changes. Accordingly, the directors continue to adopt the going concern basis in preparing these financial 
statements.
Investments
Investments held by the Company are stated at cost less any provision for impairment in the Company’s financial statements.
Impairment of investments
The Company reviews the carrying values of its investments annually to determine whether there is any indication that those 
investments have suffered an impairment loss. If any such indication exists, the recoverable amount of the investment is 
estimated in order to determine the extent of the impairment loss (if any). Recoverable amount is the higher of fair value less 
costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value 
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the 
investment for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the 
investment is reduced to its recoverable amount. 
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the Company becomes 
party to the contractual provisions of the instrument. Financial assets are de-recognised when the contracted rights to the 
cash flows from the financial asset expire or when the contracted rights to those assets are transferred. Financial liabilities are 
de-recognised when the obligation specified in the contract is discharged, cancelled or expired. 
Financial assets
(a) Trade and other receivables
Trade and other receivables are recognised at their fair value. Appropriate provisions for estimated irrecoverable amounts are
recognised in the statement of comprehensive income when there is objective evidence that the assets are impaired. Trade
and other receivables are shown in note 8 as “loans and receivables”.
(b) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits held on call with banks, and other short-term highly
liquid investments with original maturities of three months or less that are readily convertible to a known amount of cash and
are subject to an insignificant risk of changes in value. Cash and cash equivalents are shown in note 8 as “loans and receivables”. 48 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Financial liabilities and equity 
(c) Trade and other payables
Trade payables are recognised at their fair value. Trade and other payables are shown in note 8 as “other financial liabilities”.
(d) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of issue costs.
Current income tax
The tax currently payable is based on taxable loss for the year. Taxable loss differs from the loss for the financial year as 
reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years 
and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax 
rates that have been enacted or substantively enacted by the reporting date.
Share-based payments
The Company issues equity-settled share-based payments to certain employees of the Group as consideration for services. 
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity 
instruments granted. The fair value determined at the grant date of equity-settled share-based payments is recognised as an 
expense for employees of the Company, or as an investment in the subsidiary entity employing the relevant employees 
otherwise, over the vesting period on a straight-line basis, based on the directors’ estimate of the number of instruments that 
will eventually vest with a corresponding adjustment to equity. The expected life used in the valuation is adjusted, based on the 
directors’ best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the options at grant date. 
Service and non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each 
reporting date.
When the options are exercised the Company issues new shares. The proceeds received net of any directly attributable 
transaction costs are credited to share capital (nominal value) and share premium.
Equity
Equity comprises the following:
• Share capital, representing the nominal value of shares of the Company;
• Share premium, representing the excess over the nominal value of the fair value of consideration received for shares, net of
expenses of the share issue;
• Share option reserve, representing the cost of equity-settled share-based payments until such share options are exercised
or lapse; and
• Retained losses.
2 Critical accounting estimates and judgements 
The preparation of these financial statements requires the directors to make judgements and estimates that affect the reported 
amounts of assets and liabilities at each reporting date and the reported amounts of revenue during the reporting periods. 
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including 
expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from 
these estimates. Information about such judgements and estimations are contained in individual accounting policies. The key 
judgements and sources of estimation uncertainty that could cause an adjustment to be required to the carrying amount of 
assets or liabilities within the next accounting period are outlined below:
Impairment of investments
An impairment review of the Company’s investments in its subsidiaries is undertaken at least annually. This review involves the 
use of judgement to consider the future projected income streams that will result from those investments. The expected future 
cash flows are modelled and discounted over the expected life of the investments in order to test for impairment. In the years 
represented in these financial statements no impairment charge was recognised as a result of these reviews. 
Share-based payment charge
The Company issues share options to certain employees of the Group. The Black-Scholes and Binomial models are used to 
calculate the appropriate charge for these options. The use of these models to calculate a charge involves using a number of 
estimates and judgements to establish the appropriate inputs to be entered into the model, covering areas such as the use of 
an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of 
judgement is therefore involved in the calculation of the charge.
1 Accounting policies continued
Notes to the Company financial statements continued Eagle Eye Solutions Group plc   Annual Report 2016 | 49
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The total charge recognised by the Company in the year to 30 June 2016 is £199,000 (2015: £nil) with a capital contribution 
in a subsidiary company of £433,000 (2015: £593,000). Further information on share options can be found in note 17 to the 
consolidated financial statements.
3 Loss of the Parent Company
The Company has not presented its own income statement as permitted by section 408 (4) of the Companies Act 2006. The 
loss for the financial year dealt with in the accounts of the Company is £519,000 (2015: £295,000).
4 Particulars of staff
The Company had no staff during the year or the prior year, other than directors. Details of directors’ remuneration are 
contained in note 5 to the consolidated financial statements.
5 Investments
Investments in subsidiaries and joint ventures
£000
Cost and net book value
At 1 July 2014 4,833
Fair value of options lapsed in the year (182)
Share-based payment charge 593
At 30 June 2015 5,244
Fair value of options exercised in the year (10)
Share-based payment charge 433
At 30 June 2016 5,667
Investment Principal activity Country of incorporation
Class and percentage of 
shares held and voting rights
Eagle Eye Solutions Limited Digital loyalty services England & Wales Ordinary 100%
Eagle Eye Solutions (North) Limited Dormant England & Wales Ordinary 100%
Eagle Eye Solutions Canada Limited Digital loyalty services Canada Ordinary 100%
Eagle Eye Solutions (Asia Pacific) Pty Limited
1
Digital loyalty services Australia Ordinary 51%
1 Held indirectly.
Eagle Eye Solutions Canada Limited was incorporated on 15 February 2016 as part of the international development of 
the Group.
6 Trade and other receivables
2016
£000
2015
£000
Amounts due from Group undertakings 4,896 2,093
Prepayments and accrued income 17 8
Other receivables 10 6
4,923 2,107
The Company’s receivables do not contain impaired assets. The maximum exposure to credit risk at the reporting date is the 
carrying value of each class of receivable disclosed above. All of the Company’s receivables are denominated in Sterling.
7 Trade and other payables
2016
£000
2015
£000
Current
Trade payables 42 23
Accruals and deferred income 121 137
163 160 50 | 
Eagle Eye Solutions Group plc   Annual Report 2016
8 Financial instruments and financial risk management
The Company is exposed to a variety of financial risks that arise from its use of financial instruments: credit risk, liquidity risk 
and capital risk. 
Principal financial instruments
The principal financial instruments used by the Company from which financial instrument risk arises are as follows:
• Receivables
• Cash and cash equivalents
• Trade and other payables
2016
£000
2015
£000
Financial assets
Loans and receivables
Trade and other receivables 4,896 2,093
Cash and cash equivalents 859 3,985
5,755 6,078
Financial liabilities
Other financial liabilities
Trade and other payables 163 160
Disclosures in respect of the Company’s financial risks are set out below:
Financial risk management
The Company’s activities expose it to credit and liquidity risks. The Company’s overall risk management programme focuses on 
the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. 
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual 
obligations, and arises principally from cash deposits with financial institutions and intercompany balances with other Group 
companies. 
The Company gives careful consideration to which organisations it uses for its banking services in order to minimise credit risk. 
At the reporting date, the Company’s cash held on short-term deposit with HSBC Bank in the United Kingdom was £831,000 
(2015: £3,985,000) and with Barclays Bank was £28,000 (2015: £nil). This entire amount was denominated in Sterling.
The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to 
credit risk without taking into account the value of any collateral obtained. In the directors’ opinion there have been no 
impairments of financial assets in the period (2015: £nil).
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company 
manages its cash flows to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal 
and stressed conditions, without incurring unacceptable losses or damage to the Company’s reputation.
During the year the Company arranged a £1.5 million revolving credit facility, secured on certain of the assets of the Company 
and its subsidiaries. At the date of these financial statements this facility had not been utilised.
The directors manage liquidity risk by regularly reviewing the Company’s cash requirements by reference to short-term cash 
flow forecasts and medium-term working capital projections prepared by management.
Notes to the Company financial statements continued Eagle Eye Solutions Group plc   Annual Report 2016 | 51
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Capital management 
The Company’s capital structure is comprised entirely of shareholders’ equity. The objective of the Company when managing 
capital is to maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term. 
The capital structure is managed and adjusted to reflect changes in economic conditions. The Company funds its expenditures 
on commitments from existing cash and cash equivalent balances, primarily received from operating cash flows, issuances of 
shareholders’ equity and from the revolving credit facility with Barclays Bank. There are no externally imposed capital 
requirements. Financing decisions are made by the directors based on forecasts of the expected timing and level of capital 
and operating expenditure required to meet the Company’s commitments and development plans.
9 Share capital
The authorised share capital of the Company is 22,158,286 ordinary shares of 1p each. 
Number of 
shares issued 
and fully paid
Share capital
£000
Share 
premium
£000
At 1 July 2014 20,131,152 201 7,209
Issue of share capital 2,013,114 20 4,006
Issue costs – (230)
At 30 June 2015 22,144,266 221 10,985
Issue of share capital 14,020 1 6
Issue costs – –
At 30 June 2016 22,158,286 222 10,991
On 18 September 2015, the Company issued 14,020 1p ordinary shares pursuant to the exercise of employee share options. 
10 Related party transactions
The remuneration of the directors is disclosed in note 5 to the consolidated financial statements.
At 30 June 2016, directors’ emoluments of £1,000 were outstanding to Sir Terry Leahy (2015: £7 ,000), who is paid in arrears. 
Save as disclosed above, none of the key management personnel of the Group owe any amounts to any company within  
the Group (2015: £nil), nor are any amounts due from any company in the Group to any of the key management personnel 
(2015: £nil).
11 Ultimate controlling party
The directors do not consider there to be an ultimate controlling party due to no individual party owning a majority share in the 
Company. See page 19 for information on percentage shareholdings. 52 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the third annual general meeting (“AGM”) of Eagle Eye Solutions Group plc (the “Company”) 
will be held at the offices of Hudson Sandler, 29 Cloth Fair, London, EC1A 7NN at 12.00 pm on 18 November 2016.
The AGM will be held in order to consider and, if thought fit, pass the following resolutions which will be proposed as special 
or ordinary resolutions as indicated.
ORDINARY BUSINESS
Ordinary resolutions
1. THAT the report of the directors, the financial statements and the report of the auditors for the Company’s financial year
ended 30th June 2016, be received and adopted.
2. THAT Tim Mason, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant to article 19
of the Company’s articles of association, be re-appointed as a director of the Company.
3. THAT Steve Rothwell, who retires by rotation and is eligible for re-election pursuant to article 19 of the Company’s articles
of association, be re-appointed as a director of the Company.
4. THAT Sir Terry Leahy, who retires by rotation and is eligible for re-election pursuant to article 19 of the Company’s articles
of association, be re-appointed as a director of the Company.
5. THAT:
(a) RSM UK Audit LLP of 9th Floor, 3 Hardman Street, Manchester M3 3HF be re-appointed as auditors of the Company
to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting of the Company
at which financial statements are laid before the Company’s shareholders; and
(b) the directors be authorised to determine the auditors’ remuneration.
SPECIAL BUSINESS
Ordinary resolutions
6. THAT the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006
(the “Act”) to exercise all the powers of the Company to:
(a) allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to
an aggregate nominal amount of £73,860.95; and
(b) allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £147 ,721.90 (such
amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this
resolution 6) in connection with an offer by way of a rights issue to:
(i) the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective
numbers of ordinary shares held by them; and
(ii) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the
directors of the Company otherwise consider necessary,
and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they 
consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or 
practical problems in, or under the laws of, any territory or any other matter.
These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment 
pursuant to such previous authority) and expire at the end of the next annual general meeting of the Company or, if earlier,  
15 months after the date of this resolution, save that the Company may before such expiry make any offer or agreement which 
would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such 
expiry and the directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and 
authority conferred by this resolution had not expired. Eagle Eye Solutions Group plc   Annual Report 2016 | 53
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7 . THAT the directors be generally and unconditionally authorised to increase the limit on the number of ordinary shares which
may be issued and outstanding under the Company’s share option schemes from time to time from 15 per cent. of the
ordinary share capital of the Company in issue at any time to a maximum limit of 20 per cent. of the ordinary share capital
of the Company in issue at any time if required and that on such increase the rules of the share option schemes of the
Company shall be deemed to be amended accordingly.
Special resolution
8. THAT, subject to the passing of resolution 6, the directors be generally and unconditionally empowered for the purposes
of section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash:
(a) pursuant to the authority conferred by resolution 6; or
(b) where the allotment constitutes an allotment within the meaning of section 560(2)(b) of the Act,
in each case as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to: 
(i) the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment
pursuant to the authority granted under paragraph (b) of resolution 6, such power shall be limited to the allotment of
equity securities in connection with an offer by way of a rights issue only) to:
(A) the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective
numbers of ordinary shares held by them; and
(B) holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the
directors of the Company otherwise consider necessary,
and so that the directors of the Company may impose any limits or restrictions and make any arrangements which 
they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, 
regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(ii) the grant of options to subscribe for shares in the Company, and the allotment of such shares pursuant to the exercise
of options granted under the terms of any share option scheme adopted or operated by the Company; and
(iii) the allotment of equity securities, other than pursuant to paragraphs (i) and (ii) above of this resolution, up to an
aggregate nominal amount of £22,158.29.
This power shall (unless previously renewed, varied or novated by the Company in general meeting) expire at the 
conclusion of the next annual general meeting of the Company following the passing of this resolution or, if earlier, on the 
date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any 
offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after 
such expiry and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement 
as if the power conferred by this resolution had not expired.
By order of the Board
Lucy Sharman-Munday 
Company Secretary
For and on behalf of Eagle Eye Solutions Group plc
Dated: 20 October 2016
Registered Office: 
5 New Street Square, London EC4A 3TW 54 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Notes:
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf
at the meeting and at any adjournment of it. A member may appoint more than one proxy in relation to the meeting
provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If
a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his
discretion as to whether and, if so, how he votes.
2. A proxy need not be a member of the Company. A proxy form which may be used to make such appointment and give
proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you
require additional forms, please contact Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
3. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business
hours only) by hand by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 12.00 p.m.
on 16 November 2016 (or, in the event of any adjournment, no later than 12.00 p.m. on the date which is two days before
the time of the adjourned meeting (weekends and public holidays excluded)), together with, if appropriate, the power of
attorney or other authority (if any) under which it is signed or a duly certified copy of that power or authority.
4. The return of a completed proxy form will not prevent a member attending the meeting and voting in person if he/she
wishes to do so.
5. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular
resolution, however, it should be noted that a vote withheld in this way is not a ‘vote’ in law and will not be counted in the
calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
6. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they
may cast), members must be registered in the register of members of the Company at 6.30 p.m. on 16 November 2016 (or,
in the event of any adjournment, no later than 6.30 p.m. on the date which is two days before the time of the adjourned
meeting (weekends and public holidays excluded)). Changes to the register of members after the relevant deadline shall be
disregarded in determining the rights of any person to attend and vote at the meeting.
7 . In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most
senior).
8. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the
receipt of proxies will take precedence.
9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so in relation to the same shares.
10. Under the Company’s option schemes, the board has the authority to increase the limit on the number of ordinary shares
over which share options may be granted without shareholder approval. However, in the interests of transparency, the
board proposes to seek shareholder approval of the increased limit at the AGM.
Notice of Annual General Meeting continued Eagle Eye Solutions Group plc   Annual Report 2016 | 55
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Company information
Directors Malcolm Wall
Tim Mason
Phill Blundell
Steve Rothwell
Lucy Sharman-Munday
Bill Currie
Sir Terry Leahy
Drew Thomson
Secretary Lucy Sharman-Munday 
Company number 8892109
Registered office 5 New Street Square
London
EC4A 3TW
Nominated adviser and broker Investec Bank plc
2 Gresham Street
London
EC2V 7QP
Bankers Barclays Bank plc
27 Soho Square
London
W1D 3QR
Solicitors Taylor Wessing LLP
5 New Street Square
London
EC4A 3TW
Independent auditor RSM UK Audit LLP
Chartered Accountants
Ninth Floor
3 Hardman Street
Manchester
M3 3HF 56 | 
Eagle Eye Solutions Group plc   Annual Report 2016
Contact information
Eagle Eye Solutions Group plc
Customer service enquiries: Tel: 0844 824 3699
Sales and general enquiries: Tel: 0844 824 3686
Email: info@eagleeye.com
Web: www.eagleeye.com
Head Office:
31 Chertsey Street
Guildford
Surrey
GU1 4HD  Annual Report 2016 Eagle Eye Solutions Group plc