Company Announcements

Softline Holding plc

("NOVENTIQ" or the "Company")

Noventiq announces strong results for H1 FY2022, including 44% constant currency turnover growth, and 67% gross profit growth.

29 November 2022, London, UK - Noventiq [Softline Holding PLC / SFTL, US83407L2079] (Noventiq, the Group, or the Company), the Cyprus registered global digital transformation and cybersecurity solutions and services provider headquartered in London and operating in almost 60 countries, announces unaudited key operating highlights for the second quarter and first half of FY2022.

Q2 and H1 2022 BUSINESS HIGHLIGHTS

·    Q2 2022 turnover was $320.4M, an increase of 35% in USD, and 48% in constant currency. For the 6 months to 30 September 2022 turnover was $691M, an increase of 32% in USD, and 44% in constant currency.

·    Q2 2022 gross profit was $49.9M, an increase of 66% in USD, and 77% in constant currency. For the 6 months to 30 September 2022 gross profit was $95.8M, an increase of 58% in USD, and 67% in constant currency.

·    Broad based geographic growth, with strong double-digit growth in all 4 regions, including strength in India, with $315M turnover in H1, and growth of 43% in constant currency.

·    Services turnover growth in USD of 105% in Q2, driving 63% share of gross profit.

·    Hardware turnover grew 217% year-over-year in Q2.

·    Recurring turnover was 73% in H1, up from 60% in H1 last year.

·    Successful completion of demerger of Russian business.

·    Rebranded to Noventiq, a strong business with more than 25 years of IT experience, and a strong track record of growth.

·    Destination for talent, with c. 3,900 people, up 54% year-over-year overall, and up 76% in Services.

·    Enhancing Microsoft capabilities and expanding in existing and new geographies.

·    Investment in growth innovation with key vendors including AWS, Apple, Google.

·    Continued investment and execution of M&A strategy with 4 transactions announced in FY2022 enhancing skills, capabilities and geographic presence.

·    Expanded geographic footprint, establishing presence in 4 new countries in Q2 in the Middle East and Asia.

·    Accelerating the business to multi-cloud > Services > multi-vendor > cybersecurity > digital transformation.

Sergey Chernovolenko, Global CEO at Noventiq, said:

"I would like to thank our nearly 4,000 talented professionals at Noventiq for their relentless focus on driving value for our customers. I am proud that we have delivered on the commitments we made 90 days ago. We have delivered tremendous turnover growth in Q2 of 48% in constant currency which was well above our business outlook. I am particularly pleased with the broad-based strength in the business, with all four regions delivering strong double-digit turnover growth. Gross profit growth of 77% was also incredibly strong, well ahead of turnover growth, and significantly above our guidance. At the same time, we have been investing and transforming our business at unprecedented pace and scale. We have not let anything distract us from our key strategic priorities, and we are better positioned than ever before to continue delivering on our strategy for long term profitable growth."

Jacques Guers, Chairman of the Board of Directors at Noventiq, noted:

"We have very successfully navigated significant change in the business throughout this year in the context of a complex market dynamic. In October, we completed the sale of the Russian business, and we have moved forward to a new era under the brand of Noventiq. The brand reflects changes in the technology industry over the last 20 years. Enterprises and organisations around the world require purposeful and intelligent innovation on demand to improve their business outcomes. Noventiq is a strong independent company which comes from the heritage and experience of more than 25 years of deep technology experience. It has a solid foundation and a well-established strong track record of growth driven by a highly experienced management team. The company is growing rapidly, at scale, and operating nearly 60 countries. We have the right recipe for growth, as we continue to leverage global relationships to deliver local outcomes for our customers all around the world."

Key Financials

Turnover by business line ($ '000)

Gross profit by business line ($'000)

Turnover by region ($ '000)

Reported growth

*6 Months ended 30 September 2022

**Rest of Eurasia

BUSINESS Review

Services - Services remains a segment with a highest growth rate. Q2'22 turnover grew 105% to $31.3m. Services continues as the most profitable segment with gross profit margin of 83%. Services represents 10% of Group turnover, and contributes 52% of total Gross Profit. Services growth reflects the impact of acquisitions, as well as strong organic growth.

Software & Cloud - Turnover from Software & Cloud increased by 23% in Q2'22.

Hardware - Hardware grew 217% year-over-year in Q2'22. Growth in all regions, and includes a mix of both organic and inorganic growth.

Geographic Turnover - Strong double-digit growth in all regions, both organically and due to recent acquisitions.

Profitability

Gross Profit in Q2'22 was $49.9M, up 66% year over year. Growth was particularly strong in the Hardware business (+475% YoY) and Services business with 71% year-over-year. Gross Profit margin, turnover based, was 15.6% compared to 12.7% for Q2 last year, partly driven by the contribution of the Services business.

For Q2'22, adjusted EBITDA was $4.4M. Adjusted EBITDA margin, Gross Profit based, was 8.7%. Adj. EBITDA reflects the significant investments the company is making for future growth. These investments include people, motivation and retention, continued company diversification into Services, corporate governance, systems such as CRM, ERP and digital platforms.

Other selected financial events

Further to the announcement on the 7^th October 2022 of the sale of its Russian business: EGM Sale of Russian business, the company completed the transaction on the 20^th October: Sale confirmation.

At the general meeting held on the 25^th October 2022, shareholders approved the bonus issuance in relation to the transaction: GM Result.

Balance sheet and liquidity

As of the reporting date operational Net debt was negative (cash>debt).

The Cash position as at 30 Sept 2022 was $221.6m.

Net WC at 30.09.22 was $55.8m. This is due to the seasonality of the business.

M&A

Noventiq's M&A strategy underpins the 3-dimensional growth strategy, and the company has been active over the past few years with a specific focus on key strategic objectives. Of the notable transactions this year, Noventiq announced two deals in the first half of financial year 2022. Both acquisitions will help the company to strengthen Noventiq's positioning in the Middle East region and beyond:

·    Seven Seas Technology (June 2022): Noventiq significantly bolstered its Middle East presence through the acquisition of Seven Seas Technology, which is a leading system integrator and Information and Communications Technology (ICT) solution provider in the UAE. In partnership with major technology vendors such as Microsoft, HPE and Cisco the company provides medium and large enterprises with collaborative, multi-cloud strategies. SST has 15 Gold competencies with Microsoft, as well as several advanced specialisations. SST's 300+ ICT trained and certified professionals serve large and medium businesses across a number of sectors including civil aviation, government, oil & gas, banking & finance, hospitality, healthcare, education and retail.

·    Makronet (Sept 2022): The acquisition of the leading Turkish Microsoft Cloud Solution Provider (CSP) partner by Noventiq represents a significant addition to Softline's business in Turkey and the MEA region. It contributes to two dimensions of Noventiq´s three-dimensional growth strategy: geographical expansion, and strengthening sales channel capabilities with Makronet's own unique platform MyAdmin, which is globally awarded by Microsoft. This solution, which simplifies and optimises customers´ management and operations of CSP assets, complements Noventiq´s own ActivePlatform to further digitally transform customers´ ecosystems. In addition to Microsoft´s cloud solutions, they also offer Software Asset Management (SAM) services and General Data Protection Regulation (GDPR) security services and managed services. Makronet has almost 1,000 cloud customers in Turkey.

During the second half (H2) of FY2022, the company signed agreements to acquire Saga Group in Serbia and also Value Point Systems in India.

·    Value Point Systems (October 2022): Value Point Systems (VPS) is an Indian digital infrastructure and cybersecurity solutions & services with more than 1,200 employees, and over 2,000 local customers. This acquisition accurately represents Noventiq´s strategy and vision for this market: "Investing in India for India". Once the transaction is completed, Noventiq will strengthen its global cybersecurity proposition with the skills of VPS' Security Operation Centre (SOC) - including the cybersecurity integration capabilities and a sophisticated cybersecurity consultancy offering -, which is one of the industry's leading SOCs in India.

·    Saga Group (November 2022): Noventiq has signed an agreement to acquire the majority of Serbian software and digital solutions leader Saga Group, bringing 400 people to Noventiq´s team. Saga Group, which has operations in more than 25 countries, will contribute to Noventiq's growth in Central and Eastern Europe. This transaction will also help Noventiq to reinforce its global portfolio, as Saga Group is an advanced partner of Oracle and Cisco, as well as Microsoft, DELL, Hewlett Packard Enterprise, Juniper, VMWare, and others. Saga Group has built an impressive portfolio of proprietary digital products, including its own IP for digital banking, Fintense - created by Saga's subsidiary NF Innova -, which is an omnichannel digital banking platform. Saga's other sophisticated IP platforms are, Weaver, a sophisticated AI chatbot; and Selecta, a next generation AI-powered CRM platform - these two platforms are created and owned by Intellya, another of Saga Group's subsidiaries

Noventiq's management team continues to be pleased with the M&A opportunities in the market, and the strength of the pipeline of deals currently in progress.

Microsoft

Noventiq is one of 10 globally managed Microsoft's partners and has been further progressing this cooperation. Noventiq sees very significant potential to partner with Microsoft and scale in many more markets around the world. Noventiq works closely with Microsoft across multiple customer segments ranging from SMBs to large organizations across private and public sectors. Noventiq, and formerly Softline, has collaborated with Microsoft for more than 25 years and is continuing to expand its services footprint with Microsoft solutions. Noventiq is now a Licensing Solutions Provider and Cloud Solutions Provider in more than 35 countries. The company is a member of the prestigious Microsoft Intelligent Security Association, a Microsoft Azure Expert Managed Services Provider, with twelve Advanced Specializations by Microsoft, and maintains 5 out of 6 Microsoft solutions partner designations. In 2022, Noventiq has received a number of Partner of the Year awards.

ESG

Noventiq continues to advance and embed ESG across its operations, and it continues to be at the forefront of Noventiq's strategy. The company focuses on creating an environment where people can prosper. Noventiq's commitment to its teams has been recognized with the certification of Great Place To Work in many of its regions. The company has a longstanding dedication to the preservation of basic rights and human dignity in the workplace and beyond, including diversity and inclusion policies which are incredibly important to the company's leadership team.

As part of its ESG strategy, Noventiq's purpose is to ensure environmentally sound and sustainable development of the company, and will continue to look for ways to reduce the climate impact of its business. Noventiq also has a resilient framework in place for ethics and compliance in all the markets where they operate. The company will continue to promote diversity across its extended governance structure. The company has implemented a Board governance structure in line with best practice

The company published its ESG statement that can be read here: https://noventiq.com/about/esg

Awards

Noventiq was recognised as a 'Visionary' in the 2022 Gartner Magic Quadrant for SAM Managed Services.

Noventiq continues to benefit from very strong vendor relationships, and this quarter, Microsoft recognised Noventiq Vietnam and Noventiq Cambodia with the Partner of the Year Award, for excellence in innovation and implementation of Microsoft´s solutions.

Embee, a company acquired by Softline in January 2020, was also recognised with the Microsoft India Area Award 2022 - MWP Partner of the Year. This acknowledgement emphasised Noventiq's leading position in the market, and comes after Softline India was recognised by Microsoft as the leading Cloud Solution Provider (CSP) in India early this year.

Business Outlook

Based on the sale of the Russian business and the visibility across the Noventiq regions, the company is now able to reinstate its business outlook for the full year 2022.

Noventiq expects to deliver turnover growth of at least 28% in reported currency in FY22, or at least 39% in constant currency based on FX rates at the end of H1. This would represent nearly $350M of new turnover. This outlook reflects the continuation of a solid demand environment; however, the company is also conscious of the broader economic and geopolitical uncertainty. The company is managing the business responsibly, and based on what it sees today, it does see a path to potential upside.

As it relates to Gross Profit overall for FY22, the company expects gross profit margin in the range of 13 to 14%, and is targeting the upper end of the range.

Noventiq expects to deliver adjusted EBITDA margin on gross profit of close to double digits in FY22. This includes the impact of the very significant investments the company has been making this year. Including the impact of M&A proforma, and additional IPO organic investments, which are starting to fuel the top line, the adjusted EBITDA margin on gross profit is expected in the high-teens.

The company believes this is a significant achievement for the business given the macro environment dynamics related to the geopolitical situation.

Noventiq remains focused on delivering on Q3 and driving continued profitable growth for the full financial year 2022, and will continue to manage the business responsibly while closely monitoring the demand environment.

For the full year FY2021, Noventiq reported turnover of $1,155,753, and gross profit of $146,461.

Other selected events

Since the 20^th of October 2022 the company operates under the brand name of Noventiq: Noventiq RNS.

Financial tables

Profit & Loss account

Cashflow statement

Balance Sheet

Additional Information

Noventiq's related supporting materials can be accessed in the Investor Relations section of Noventiq.com

Results conference call

An investor, analyst and media webcast will be held on 29^th November 2022 at 8:00am UK time. Noventiq will announce key operating highlights for Q2, H1 of financial year ending 31 March 2023.

A livestream of the investor call will be available and can be accessed here:

Noventiq - FY2022 H1 Trading Update

About Noventiq

Noventiq is the new brand name of Softline Holding plc, one of the fastest growing players in the sector. It is a leading global solutions and services provider in digital transformation and cybersecurity, headquartered in London. Under this brand, the company enables, facilitates and accelerates the digital transformation of its customers' businesses, connecting over 75,000 organisations from all industries with hundreds of best-in-class IT vendors, and delivering its own services and solutions.  

The company delivered turnover of approximately US$1.1 billion in the fiscal year of 2021. It is listed on the London Stock Exchange following successful IPO in October 2021.

The company´s c. 3,900 employees, work in almost 60 countries throughout Asia, Latin America, Eastern Europe, Middle East and Africa - markets with significant growth potential.

Additional information about the company can be found here: https://noventiq.com/investor-relations

Contacts

Steven Salter

Global Investor Relations VP

IR@noventiq.com

Rocio Herraiz                         

Global Head of Communications

pr@noventiq.com

Important Notices

The financial results set out in this release are sourced from the Group's management accounts for Q2 & H1 FY2022, Q2 & H1 FY2021 and are unaudited. The "constant currency" metric excludes the effect of foreign currency exchange rate fluctuations by translating the current period revenues into U.S. dollars at the weighted average exchange rates of the prior period of comparison.

This document may constitute or include forward-looking statements. Forward looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims concerning, among other things, the Company's or the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Company's or the Group's markets; the impact of regulatory initiatives; and the strength of the Company's or any other member of the Group's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records (and those of other members of the Group) and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in this document by such forward-looking statements. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement. No statement in this document is intended to be nor may be construed as a profit forecast.