09 July 2024

Celebrus Technologies plc

Final Results for the year ended 31 March 2024

Strong second half and further ARR progress

Celebrus Technologies plc (AIM: CLBS, "the Group", "Celebrus"), the data solutions provider, announces its final results for the year ended 31 March 2024.

Financial Highlights 

·    Annual recurring revenue* (ARR) up 20.9% to £20.2 million (FY23: £16.7 million), and increased as percentage of Software revenue to 92% (FY23: 89%)

·    Total Revenue up 52.3% to £32.6 million (FY23: £21.4 million)

·    Software Revenue (excluding third-party hardware) up 14.7% to £22.0 million (FY23: £19.1 million)

·    Gross profit margin of 52.7% (FY23: 60.2%) due to a greater proportion of lower margin third party hardware revenue. Software revenue gross margin of 72.2% (FY23: 68.8%).

·    Adjusted profit before tax** of £6.0 million (FY23: £3.8 million), and statutory profit before tax of £5.6 million (FY23: £2.4 million)

·    Adjusted diluted EPS of 10.71p (FY23: 7.74p) and diluted basic EPS of 9.87p (FY23: 5.18p)

·    Proposed final dividend of 2.23p (FY23: 2.15p), making a total dividend for the year of 3.15p (FY23: 3.03p), an increase of 4.0%.

·    Year-end cash position of £30.7 million (FY23: £17.2 million), and normalised cash balance (excluding certain creditor payments due) of £24.7m. which is expected to normalize during H1 2025.

Operational Highlights

·    Ongoing investment into innovation of the Celebrus platform with new features such as Celebrus Digital Analytics, Bot Detection Machine Learning, and a variety of new digital identity enhancements.

·    Key wins in the year included new logos in Healthcare (US), Finance, and Retail combined with some strong upsells of our existing customer base across the globe.

·    Continued investment into Sales and Marketing, which has included shifting the Sales team members to focus on specific verticals in their respective markets and the continued emphasis on Customer Success and onboarding.

·    Several new partnerships have been established in both the technology and solution integrator categories to further our value proposition in the market.

·    Further investments into people development and employee satisfaction which we continue to monitor via our annual employee surveys.

·    Completion of the refocus of the Group to a software sales business, which is now ready for the next stage of growth, having completed the planned changes across the business to get us to this point.

Current trading and Outlook

·    The year has started with a growing pipeline and a good proportion of revenue for the financial year already contracted.

·    Continued investment into sales and marketing to drive organic growth whilst also considering acquisition opportunities.

·    Trading to date is in line with expectations for FY25.

* ARR (Annual Recurring Revenue) is the amount of revenue currently contracted at a point in time that is expected to recur within the next twelve months.

** Adjusted profit before tax is calculated before amortisation of intangibles, restructuring costs, acquisition costs, foreign exchange gains/losses and share based payment charges.

Bill Bruno, Chief Executive Officer commented:

"I'm very pleased that this year has been one of tremendous progress operationally, commercially and strategically. We have completed the refocus of the group to being a software sales business while delivering a strong financial performance. We are now ready for the next stage of growth."

Inside Information: This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.  Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

About Celebrus Technologies plc

As a disruptive data technology platform, Celebrus is focused on improving the relationships between brands and consumers via better data. Celebrus redefines what digital identity verification means to power both next-level marketing and fraud prevention use cases. Deployed across 30+ countries throughout the financial services, healthcare, retail, travel, and telecommunications sectors, Celebrus automatically captures, contextualizes, and activates consumer behavioral data in live-time across all digital channels. Through the addition of behavioral biometrics and AI, Celebrus empowers brands to detect and prevent fraud before it occurs. To ensure that brands can begin to improve those relationships quickly, Celebrus Cloud activates the Celebrus platform efficiently for brands in a single-tenant, private cloud capacity.

The Group has offices in the UK, USA, and India with key talent in all markets to drive the growth of the business. Celebrus is fully compliant with all major data privacy regulations and the Group is accredited to ISO27001: Information Security Management.

For more information, please see www.celebrus.com .

Chairman's statement

This year has again been one of continued investment into supporting our growth and scalability, whilst at the same time increasing our Annual Recuring Revenue and profitability. This has been achieved despite continued uncertainty in the economy and financial markets.

We have increased the size of the customer-facing teams, to support ongoing growth from new customers and from deepening relationships with existing customers. Our newly-formed Customer Success team has been instrumental in ensuring high customer satisfaction whilst also identifying opportunities for customers to utilise additional features of the Celebrus platform. This led to several very significant customer upsells and contract extensions during the year. These successes have built upon the impact of having a direct sales team which enables us to have a better understanding of each new customer and thereby service them more effectively.

We continue to grow our customer base well beyond banks and financial services, with customer additions including an online gift experience retailer and a US-based healthcare group. This demonstrates the broad applicability and versatility of the platform, and our improved marketing messages being tailored and evolved to describe the value proposition clearly for specific verticals.

In product development, the successful rollout of Celebrus Cloud means that this is now the primary mode of deployment offered.  The success of Celebrus Cloud results in more efficient and effective onboarding of new customers.  In addition, it allows customers immediate access to new functionality when it is added during our regular six-monthly update release cycle.

Our financial metrics in terms of ARR and adjusted profit before tax have improved, and our financial strength is bolstered by a healthy cash balance and no debt.

The Group continues to invest in our people, and this was manifested by the move into new state-of-the-art offices in both India and the UK during the year. This underlines the efforts into making Celebrus a great place to work for our people, not just in terms of the physical environment but also via the flexibility and benefits package we have developed, to ensure a market-competitive position for the Group. These efforts towards increasing employee satisfaction, validated in our annual employee survey, also help to ensure we can effectively scale the business by recruiting and retaining high calibre talent. I'd like to personally thank our employees for their excellent work during the year.

Finally, having taken on the role of Chairman last December, I'd like to thank my predecessor, Peter Simmonds, for his nine years of contribution to the Group. During that time the Celebrus platform has gone from being a new acquisition to becoming the core of the Group's growth. He leaves the business in a strong position, and we wish him well for the future.

Outlook

The outlook continues to be positive with a pipeline of excellent opportunities, and a business which is scalable and efficient.  The Group has a healthy cash balance to fund necessary investments into growth, both organic and by acquisition if appropriate, and I'm delighted to report that the Board is highly confident in the Group's strategy to create significant shareholder value in the coming years.

CEO Statement

I'd like to begin this year's statement by thanking our team, our customers, and our partners for contributing to what was a successful year for the business. The past couple of years have been heavily focused on transforming our business into a software company, and developing the Celebrus product that was acquired in 2015 into a platform containing a broad range of apps for a variety of uses. A considerable amount of effort has gone into our systems, processes, people, and go-to-market strategies to ensure we can grow the business efficiently and effectively while driving shareholder value forward. We put a stamp on those efforts with the name change to Celebrus Technologies plc. We believe that the business is both easier to understand and easier to buy from. We will also continue to simplify our approach, our message, and take stakeholder feedback into account as we continue to grow.

Our mission statement is quite simple: to improve the relationships between brands and consumers via better data. What does "better data" mean to us? It's data that is complete without having to build a bunch of custom code and tagging to try and capture it. It's data that solves for digital identity and can persist that identity in a true patented fashion across your channels. It's a profile capability that ensures you can keep a record of all interactions and finally solve for a single customer view that is so elusive, across all channels and devices. It's data that is available immediately, in the format you need it, so that you can focus on using the data instead of worrying about capturing it. It's data that provides the right detail to protect consumer money from rampant scams across the globe. It's data that complies with all local regulations and provides comfort that you can use the data without violating consumer trust.

We have continued to innovate our Celebrus platform with two major releases per year, and our software is now deployed in over 32 different countries around the world. In the past year, we have significantly improved our Business Intelligence features with the launch of Celebrus Digital Analytics (CDA) and continued to differentiate our Digital Identity and Customer Profile capabilities. Today, the platform powers over 400 use cases in Marketing, Customer Experience, Fraud, and Artificial Intelligence via better data. It's best to think of the platform as the core operating system and we are packaging up solutions, or applications, that sit on top of the core platform to deliver value to our customers. Those solutions are sold with Celebrus Cloud, our single-tenant, private-cloud offering as the primary deployment model.

Strategically, as we continue to evaluate our product roadmap, we believe this is an opportune time to perform some discovery in the market for a potential IP acquisition that could add some valuable technology and solutions to our existing Celebrus Platform. We have a healthy cash balance, no debt, and strong alignment at the Board level on what we are seeking to acquire. This will not slow down our own roadmap and investments in the platform, but it is a key part of our current strategy.

In the market, we are selling solutions for specific pain points to brands to continue to optimise and shorten our sales cycles year on year. In the past couple of years, we have established a direct Sales team, and we also deployed a Customer Success team to support our land and expand approach. These changes were a must have for our business as we looked to drive strong, stable growth in software revenues and ARR year in and year out with our customer-first mentality. In the second half of the fiscal year, we took another step forward in our strategy and aligned the team with vertical expertise focused on Financial Services, Insurance, Healthcare (US), Retail and Travel & Hospitality . We also continue to evolve our Pre-Sales team to strategically support the growth of our existing customer revenues and the drive for new logos in the market.

Our investments in Sales and Customer Success are returning positive results, which is promising as we continue to learn and evolve. Key wins in the year included new logos in Healthcare (US), Financial Services, and Retail. We also successfully secured many upsells across our customer base, which we attribute to our new engagement models and a strong focus on selling the value of the Celebrus platform for expanded use cases.

While we have invested in our direct sales, we have also continued to launch several partner activations with organisations including Merkle, Salesforce, Braze, Snowflake and Databricks to name a few. Partners remain a key part of our strategy, but how we engage with partners has evolved significantly over the past couple of years. We approach the market together, we sell together, and as a result we ensure that the Celebrus platform is being positioned correctly every step of the way. Once we win a customer's partnership, we stay engaged alongside our partner to ensure that the customer is happy and growing in their use of the Celebrus platform. This also then allows the Partners to focus more on building value around the Celebrus platform since we assist them during the upsell process in selling it effectively, which ultimately helps us to scale as we grow.

From a people perspective, we simply would not be where we are today on our journey without our employees across the world. We have continued to find ways to invest in the professional development of our employees, and to support them both in their business lives and their personal lives. Moreover, in the second half of the financial year, with good visibility on revenues, we chose to add some key talent in commercial and business development roles to prepare for the next phase of our business strategy execution, and help ensure that future growth targets can be met.

With a backdrop of increasing risks globally, we continue to invest and focus on both cyber security and measurement. We have further improved our monitoring, processes and technology investments to ensure that we are doing everything we can to protect our platform, our customers, and their consumers. We are also ensuring that we can make data-driven decisions across the entire business to optimise our investments to deliver the best return to our shareholders.

Strategically, we are now entering a pivotal year for the business. Having had a successful FY24 and built the proper foundation for the business to scale with significant investment into systems and people, we are very excited about the trajectory we are on and the progress we are making. We will continue to focus on growing our software revenues, driven by ARR as a primary metric, through our continued investment into sales, marketing, and product development while ensuring we can still generate healthy profits and cash for future investment.

We have started the new financial year with a growing pipeline, strong backlog, good momentum, revenue already committed to the current financial year, and solid growth in ARR. We are confident in our ability to deliver in this new financial year and continue to execute on our vision for this business globally.

Chief Financial Officer's review

Overview

The ongoing investment into the business resulted in an increased cost base compared to the previous year. Despite these increased costs, the Group managed to deliver healthy profits, and we ended the year with a strong balance sheet and a good cash balance to fund future growth.

Income statement

Group Revenues for the year were £32.6 million (FY23: £21.4 million). Software Revenues, comprising licence revenues, managed services, support and maintenance and implementation services, were up 14.7% to £22.0 million (FY23: £19.1 million). Third-party revenues, which are highly variable year to year, and comprised mostly of low margin revenue from the sale of hardware as part of certain customers' installations were £10.7 million (FY23: £2.2 million). The Group regards Software Revenues as being a more useful and consistent indicator of the growth of the business.

The gross margin was 52.7% (FY23: 60.2%) due to a higher proportion of low margin hardware revenues. Excluding hardware revenues and cost of sales, the underlying Software gross margin was 72.2% (FY23: 68.8%).

Operating expenses rose during the year to £12.2 million (FY23: £10.8 million) due to ongoing investment into sales and marketing as well as customer delivery.

The Group's cash balances were well managed and generated £0.6 million of interest income.

The adjusted profit before tax was £6.0 million (FY23: £3.8 million), whilst the unadjusted profit before tax was £5.6 million (FY23: £2.4 million). The difference between the adjusted and unadjusted figures is due to a charge for share-based payments arising from share option grants during the year of £0.8 million (FY23: £0.9 million), amortisation of intangible assets of £0.2 million (FY23: £0.2 million) and partially offset by foreign exchange gains of £0.6 million (FY23: £0.3 million).

Annual Recurring Revenue (ARR) grew 20.9% to £20.2 million (FY23: £16.7 million) and accounted for 92% (FY23: 89%) of Software Revenues for the year.

The average number of employees increased slightly during the year to 154 (FY23: 151).

Taxation

The group tax charge was higher at an effective rate of 27.5% (FY23: 11.5%). This was driven by a higher tax rate in the United Kingdom of 25% (FY23: 19%), lower eligibility and super deduction rates for research and development costs, and losses in the United States which will be carried forward to reduce the US and Group tax charge in future years.

Financial position

The balance sheet remains strong with no debt and a cash balance at the year-end of £30.7 million (FY23: £17.2 million). The year end cash balance is unusually high due to the timing of working capital movements. The Group had amounts of approximately £6.0 million due for payment in the first quarter of FY25 relating to the purchase of hardware for customers and other non-repeating payments, meaning that the "normalised" cash balance at 31 March 2024 was in the region of £24.7 million.

The Goodwill balance of £9.4 million (FY23: £9.4 million) is comprised of goodwill from the acquisition of Celebrus in 2015, and the acquisition of Prickly Cactus during 2021. The Other intangible assets balance of £0.9 million (FY23: £0.8 million) is comprised of purchased IPR, trade names and capitalised development costs. The Group expenses the majority of its R&D costs and capitalised just £0.3 million in the year (FY23: £0.2 million) which met the criteria of development costs under IAS38. The amortisation related to non- acquisition related goodwill amounted to £0.2 million (FY23: £0.3 million).

Property, plant and equipment increased to £1.7 million (FY23: £0.6 million). Whilst the capital expenditure of the Group is generally low, during the year the Group entered into new leases on two office properties in the UK and India. An investment of £0.6 million was made into leasehold improvements relating to these two new leasehold offices. The right-of-use assets created totaled £1.0 million with a further £0.4 million comprised of fixtures and fittings relating to the new offices. The freehold property remains as an asset held for sale at £3.0 million (FY23: £3.0 million) and the Group is currently in negotiations for its sale.

Trade debtors were £5.9 million (FY23: £4.9 million) and of that amount, £5.4 million had been received by the end of June. By the nature of the Group's customer base being large typically multinational businesses, credit risk is not a major risk for the Group and bad debt write-offs during the year were nil (FY23: nil).

Trade creditors increased to £2.0 million (FY23: £0.6 million), whilst accruals increased to £5.9 million (FY23: £1.2 million), relating to the hardware inventory held at the year end which shipped to the customer in early April. The Group seeks to pay all suppliers within terms and the supplier payment days at the year-end were 26 days (FY23: 14 days). Deferred revenue arising from billings made to customers ahead of revenue being recognised increased to £17.8 million (FY23: £9.4 million) due to a number of customer renewals and extensions which were billed during the year.

Cash flow and funds

The Group generated net cash from operating activities of £16.6 million (FY23: net cash generated of £13.7 million) with £6.1 million coming from operating cash flows, and £10.0 million coming from positive working capital movements largely due to customers paying in advance for their goods and services.

Financing activities in the year were £2.4 million (FY23: £7.8 million) comprised mainly of normal dividends paid of £1.2 million (FY23: £1.2 million), and a net purchase of own shares of £1.0 million (FY23: £1.5 million). The share purchase program is a limited program intended to negate the dilutive impact of annual share option grants. No special dividend was paid in the year (FY23: £5.0 million).

Investing activities resulted in an outflow of £0.2 million (FY23: outflow of £0.1 million). With higher interest rates and a healthy cash balance, net interest income was £590,000 (FY23: £337,000), set off principally against capitalisation of development costs of £315,000 (FY23: £247,000).

The Group continues to be debt free and maintains a robust financial position. The healthy cash balance is important not just to enable the Group to invest in future growth as appropriate, but also to counter any concerns about vendor risk from our customers, who are typically large multinational businesses.

Annual Recurring Revenue

We define ARR as the annual amount of recurring revenue contracted with a customer, at a given point in time. As a recognised driver of shareholder value in software businesses we use this as one of our primary metrics.

Group ARR grew by £3.5 million to £20.2 million (FY23: £16.7 million) during the year. The current ARR is comprised of Licences of £12.6 million (FY23: £9.1 million) and Celebrus Cloud, Support and Maintenance of £7.6 million (FY23: £7.6 million).  Of the growth of £3.5 million during the year, £3.8 million is from net contract wins with a £0.3 million loss arising from exchange rate movements due to a large proportion of Group contracts being in US Dollars.

Earnings per share

Basic EPS for the year was 10.15p (FY23: 5.29p) and diluted basic EPS was 9.87p (FY23: 5.18p). The basic figure has been calculated using the weighted average number of shares in issue being 39,781,184 (FY23: 40,004,526) and the diluted figure using 40,899,072 (FY23: 40,830,043).

Adjusted basic EPS was 11.01p (FY23: 7.90p) and adjusted diluted EPS was 10.71p (FY23: 7.74p) following adjustments for amortisation, share-based payments, exceptional items, foreign exchange expenses and tax on these adjustments.

Dividend

During the year, the Company paid ordinary dividends of £1.2 million (FY23: £1.2 million). No special dividend was paid during the year (FY23: 12.5p per share).

The Board is today proposing a final dividend, subject to shareholder approval at the 2024 AGM, of 2.23p per share (FY23: 2.15p), which along with the interim dividend of 0.92p per share (FY23: 0.88p) paid in January 2024 brings the full year dividend to 3.15p per share (FY23: 3.03p), an increase of 4.0%. The final dividend is expected to be paid on 16 August 2024 to shareholders on the register as at the close of business on 19 July 2024.

Purchase of own shares

During the year, the Company again undertook a limited share buyback program to acquire Ordinary shares of 2p in the capital of the Company. The shares are held for the purpose of satisfying future obligations in relation to its employees' or other share schemes, thereby mitigating dilution for existing investors.

At 31 March 2024, 520,817 shares had been acquired at an average price of 200.3p and following the issue of 193,087 treasury shares to satisfy share option exercise this brought the number of shares held in Treasury to 936,495 (FY23: 608,765).

Equity

At the year end, the Group had £29.5 million (FY23: £27.3 million) attributable to the shareholders of the Company. The increase in the year was principally made up of retained earnings in the year of £4.0 million (FY23: £2.1 million) set off against dividends paid during the year of £1.2 million (FY23: £6.2 million), share buybacks of £1.0 million (FY23: £1.5 million) with the balance of £0.7 million (FY23: £0.9 million) attributable to share -based payments.

Foreign currency impact and change in reporting currency

The Group's tightened policies and management of foreign currency risk resulted in a foreign currency gain of £0.6 million (FY23: £0.3 million).

The Group has historically reported its results in Sterling. With the majority of the Group's revenues in US Dollars (for many global customers as well as US customers), and expected future growth also expected to be predominantly in US Dollars, this would give rise to increased foreign exchange risk needing to be managed through hedging contracts. Therefore, the Board has decided to convert to reporting results in US Dollars from the year commencing 1 April 2024. This will reduce the risk of foreign exchange losses and also better reflect the focus of the Group on large global customers who typically prefer to contract in US Dollars.

There will be no change in the Group's dividend policy, and dividends will continue to be declared in GBP. Following the change in the Group's presentational currency with effect from 1 April 2024, the Group's interim results for the six-month period ended 30 September 2024, and all subsequent financial information, will be prepared using US dollars as the presentational currency. Comparative information will also be provided in US dollars as required by the relevant Accounting Standards.

Consolidated income statement for the year ended 31 March 2024

Earnings per share from continuing operations attributable to the equity holders of the parent

Consolidated statement of comprehensive income for the year ended 31 March 2024

           

Consolidated statement of changes in equity attributable to  
Equity Holders of the Parent for the year ended 31 March 2024

Consolidated statement of financial position as at 31 March 2024

Consolidated cash flow statement for the year ended 31 March 2024

Notes to the financial statements

1.         General information

Celebrus Technologies plc is a public limited company incorporated and domiciled in England and Wales and quoted on the AIM Market, hence there is no ultimate controlling party.

2.         Significant accounting policies

Basis of preparation

The financial statements have been prepared in accordance with International Accounting Standards adopted by the Companies Act 2006 applicable to companies reporting under International Accounting Standards.

The financial statements have been prepared under the historical cost convention, with the exception of land and buildings which are held at valuation.

The presentation and functional currency of the financial statements is British Pounds and amounts are rounded to the nearest thousand pounds.

The financial information contained in this announcement does not constitute the Group's statutory accounts for the year ended 31 March 2024 but is derived from those accounts which have been audited and which will be filed with the Registrar of Companies in due course. 

The auditors' report on the Annual Report and Financial Statements for the year ended 31 March 2024 was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

Going concern

The Group and Company's business activities, together with the factors likely to affect its future development, performance and position and the risks and uncertainties have been considered.

The Directors have reviewed stress tests for future cashflows over the 18 months to 30 September 2025 to ensure there are sufficient financial resources, together with income from existing contracts with a number of customers, to cover budgeted future cashflows. On this basis, the Directors have adopted the going concern basis in preparing these accounts.

3.         Business and geographical segments

IFRS 8 Operating Segments requires these to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and assess their performance.

Whilst having three product groups, the Group operates the business as a single business with no separation into divisions or allocation or people or assets to a particular division. The management team is responsible for all three product groups with no individual having responsibility for a particular product group. This is consistent with the internal reporting for management purposes. Management does however monitor revenues by revenue type.

Information is presented to the Board on the revenue analysis below:

·      Licenses

·      Celebrus Cloud Hosting, support and maintenance

·      Services

·      Third party products

The revenue analysis set out below is consistent with that provided to the Board of Directors.

Major customers (partners) over 10% of revenue

The geographical revenue analysis is determined by the domicile of the customer.

4.         Adjusted profit before tax

6.         Dividends

The proposed final dividend for the year ended 31 March 2024 of 2.23p is subject to shareholder approval at the AGM and has not been included as a liability in these financial statements. The final dividend is expected to be paid on 16 August 2024 to shareholders on the register as at the close of business on 19 July 2024.

7.         Trade and other receivables

An amount of £5.4 million of the £5.9 million of trade receivables had been received as at 30 June 2024.

The average credit period taken on sales of goods and services was 79 days (FY23: 108 days).    

In accordance with IFRS 9, the Group performed a year end impairment exercise to determine whether any write down in amounts receivable was required, using an expected credit loss model. The expected loss rate for receivables less than 120 days old is 0% and above 120 days has not been considered on the basis of immateriality. In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. 

8.         Trade and other payables

There is no material difference between the fair value of payables and their carrying value.          

Trade payables comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 26 days (FY23: 14 days). Their carrying value approximates to their fair value.

9.         Investor presentation

The investor presentation will be available on the company's website https://investors.celebrus.com/  later today. Bill Bruno (CEO) and Ash Mehta (CFO) will provide a live presentation relating to the full-year results via the Investor Meet Company platform today at 2pm BST.

Investors can sign up to Investor Meet Company for free and add to meet Celebrus via the link below:

https://www.investormeetcompany.com/companies/celebrus-technologies-plc

10.          Annual Report and Accounts and Notice of AGM

The 2024 Annual Report and Accounts will be available on the company's website https://investors.celebrus.com/ later today, 9 July 2024. The Notice of AGM will be made available on the company's website, along with the shareholder proxy form, and a shareholder notification on 15 July when the notification will be posted to shareholders for the purposes of the AIM Rules for Companies and in accordance with the Company's articles of association. Hard copies will also be available from the Company's registered office Elmbrook House, 18-19 Station Road, Sunbury-on-Thames, Middlesex, TW16 6SB.

11.       Annual General Meeting

The 2024 Annual General Meeting of the Company will be held at 9am BST on Thursday 8 August 2024 at the Company's registered office. This will comprise formal business only. The directors plan to broadcast a Q&A session later in the day at 2pm BST via the Investor Meet Company platform. Investors can sign up to Investor Meet Company for free and add to meet Celebrus via the link below:

https://www.investormeetcompany.com/companies/celebrus-technologies-plc