Beaconsmind : Full-Year Report 2023

Financial Report

for full - year of 2023

Full-Year Report 2023

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Table of Contents

Short Portrait	1
beaconsmind Share	2
Balance Sheet as of 31.12.2023	3
Profit and Loss Statement as of 31.12.2023	4
Management report	5
Additional Information	14
Impressum	15

Full-Year Report 2023

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Short Portrait

Founded in Switzerland in 2015, beaconsmind AG is at the forefront of location-based marketing (LBM) software, WiFi infrastructure systems, and WiFi Guest Hotspots, catering to sectors such as retail chains, hospitality, healthcare, and the public sector. The beaconsmind Group with its subsidiaries under the beaconsmind umbrella is recognized for its expertise in digital transformation, Location-Based Marketing, infrastructure, and Wi-Fi services for SaaS clients. Through intelligent, entirely cloud-based technologies, we deliver tangible added value to our clients, empowering their omnichannel strategies with enhanced success.

By fitting stores with Bluetooth beacons and WiFi Hotspots that precisely locate and identify customers, and by integrating its Software Suite, beaconsmind opens a brand-new channel for retailers to interact with their customers concurrently laying the foundational infrastructure for a digital horizon.

Through its innovative solutions, beaconsmind enables retailers to seamlessly merge digital and in-store shopping experiences, effectively bridging the convenience disparities inherent in each. Beyond offering Software as a Service (SaaS) with beacons and WiFi hotspots tailored for retailers, we extend our solutions to public sectors, hospitality, and healthcare industries. The specialists at beaconsmind are committed to delivering top-tier, dependable infrastructure systems-including LAN, WiFi, Coax, DSL, WAN, and Firewalls-to ensure our clients are primed for the digital future.

Enabling customers to fundamentally transform the shopping experience for customers in physical stores, beaconsmind offers the beaconsmind software suite, coupled with Bluetooth iBeacons and WiFi to be installed at point-of-sale. Our localisation technology and beaconsmind software suite allows our customers to converge digital and physical shopping and create a seamless customer journey.

beaconsmind has been awarded with different prizes since inception that underpin its outstanding product, technological edge, and customer-oriented approach. It was awarded with the Best Enterprise solution prize in 2016 and Best-In-Store Solution and Top Retail Supplier prize in 2017 by Reta Europe. Additionally, it also won a Microsoft BizSpark Plus Program sponsoring from Microsoft.

The beaconsmind specialists are strategically positioned in offices across Stäfa (Switzerland), Munich, Dresden, Hannover (Germany), and Dubai (UAE). They are dedicated to empowering our international clientele to spearhead successful location-based marketing campaigns and to develop steadfast IT infrastructure systems. The shares of the company (ISIN: CH0451123589 - Ticker: MLBMD) are listed on the Frankfurt Stock Exchange with XETRA trading and on Euronext in Paris.

For more information, please visit www.beaconsmind.com

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beaconsmind Share

Share Class	Ordinary shares
Number of shares	4,699,326
Market Capitalization	17,763,452 (1)
ISIN	CH0451123589
Ticker	A2QN5W

Shareholder Split

eKomi Holding
GmbH, 8.3%	CEO, 2.9%

Other Management,

Free Float,0.3%

37.1%

Anchor

SWInvestor, 52.2%

Shareholders,

7.4%

Note: (1) Market Cap of Xetra Stock Exchange as close of 27/06/2024 with share price of EUR 3.78

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Balance Sheet as of 31.12.2023

beaconsmind Group AG, Stäfa

in CHF	Dec-23A	Dec-22A
Assets
Current assets
Inventories	776,432	90,000
Trade and other receivables	3,300,560	202,185
Accrued income and prepaid expenses	32,828	64,631
Cash and cash equivalents	761,847	547,026
Total current assets	4,871,667	903,842
Non-current assets
Investment in subsidiaries	-	2,008,240
Property, plant and equipment	1,006,427	297,104
Right-of-use assets	272,795	347,252
Intangible assets	151,593	276,875
Financial Assets	35,496	38,862
Goodwill	12,211,685	-
Deferred tax assets	14,370	14,370
Total non-current assets	13,692,366	2,982,704
Total assets	18,564,032	3,886,546
Equity and Liabilities
Current liabilities
Lease liabilities	185,682	135,135
Trade and other payables	974,643	851,646
Accrued expenses and deferred income	1,586,127	602,604
Borrowings - Current portion	-	-
Total current liabilities	2,746,452	1,589,385

Non-current liabilities
Employee benefit obligations	62,650	62,650
Borrowings	7,632,309	18,528
Lease liabilities	103,749	233,866
Total non-current liabilities	7,798,708	315,044
Total liabilities	10,545,160	1,904,429
Equity

Share capital	469,933	284,438
Capital Reserve	26,874,104	16,481,616
Accumulated losses	(18,356,061)	(26,684)
Translation reserve	(147,640)	(14,757,253)
Equity	8,840,336	1,982,117
Non-controlling interests	(821,465)	-
Total equity	8,018,872	1,982,117

Total equity and liabilities

18,564,032

3,886,546

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Profit and Loss Statement as of 31.12.2023

beaconsmind Group AG, Stäfa

in CHF	1H 2023A	2H 2023A	FY 2023A	FY22A
Net Revenue	2,664,448	3,479,287	6,143,735	1,558,967
Direct cost	(198,058)	(707,457)	(905,515)	(112,144)
Personnel expenses	(1,572,527)	(1,426,773)	(2,999,300)	(2,544,975)
Other operating expenses	(1,418,097)	(1,339,975)	(2,758,072)	(3,514,199)
Adj. EBITDA*	(524,234)	5,082	(519,152)	(4,647,954)
Depreciation, amortisation and impairment	(346,898)	(433,659)	(780,557)	(576,140)
EBIT	(871,132)	(428,577)	(1,299,709)	(5,224,094)
Financial income	97	57,570	57,667	18,513
Financial expenses	(125,001)	(575,643)	(700,644)	(162,220)
EBT	(996,036)	(946,651)	(1,942,687)	(5,367,801)
Income tax reversal/(expense)	3,776	(214,106)	(210,330)	(5,323)
Net Income/(Loss)	(992,260)	(1,160,756)	(2,153,016)	(5,373,124)
Earnings per share
Earnings and diluted earnings per share	(0.31)	(0.25)	(0.56)	(1.89)
Other comprehensive loss/(income)	(57,127)	-	(57,127)	(8,457)
Net Income/(Loss)	(1,049,387)	(1,160,756)	(2,210,143)	(5,381,581)

Note: (*) Adj. EBITDA Includes adjustments for non-recurring expenses and restructuring costs

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Management report

The following business report is a condensed status report that primarily focuses on deviations from the previous half year's financial statements. For a comprehensive overview, please refer to the first half year report as of June 30, 2023. This report is the first full year report of beaconsmind Group ("Group") in which the fiscal year and calendar year are aligned. The financial year of beaconsmind Group has changed from 01st July - 30th June to 01st January

- 31st December.

A. Company Fundamentals

I. Business Activities

The business model has been strengthened by three consecutive acquisitions (Frederix, Netopsie, Socialwave, T2 and Kadsoft) that have been concluded in FY 2023. These acquisitions are expected to be accretive for the financial profile of the Group, which will be reflected in the full year results of 2023. The one-off costs incurred by the acquisitions are also reflected in this full year result.

II. Market and Portfolio

Through the strategic acquisitions of Frederix, Netopsie, Socialwave, T2 and Kadsoft, the beaconsmind Group has substantially bolstered its WiFi Hotspot division, infrastructure, and Software as a Service (SaaS) segment. Frederix and Netopsie both bring significant and growing customer relationships into the group. Specifically, Frederix enhances the WiFi profile by contributing extensive expertise in WiFi services and network infrastructure, thereby reinforcing beaconsmind Group's overall prowess. Simultaneously, Netopsie, with its specialized knowledge in network technology and digital transformation within the Healthcare and Hospitality sectors, marks a critical expansion point.

The acquisition of Socialwave dramatically expands the beaconsmind Group's SaaS portfolio, augmenting it with thousands of successful customer relationships. As a market leader in Germany for WiFi Hotspot Marketing, Socialwave aligns seamlessly with beaconsmind's Bluetooth marketing solutions, enabling the group to offer customers an even broader range of solutions in location-based marketing.

The Management at beaconsmind anticipates robust synergies emerging from these acquisitions, attributed to their complementary business models and substantial potential for upselling and cross-selling, which will materialize progressively.

With the acquisitions of the two companies beaconsmind Group has concluded the strategic transformation into two synergetic segments: Infrastructure and Software/SaaS and will provide reporting of financials on these two segments going forward.

beaconsmind Group's Infrastructure segment mainly includes the backbone Frederix, Netopsie and newly acquired T2 and Kadsoft businesses while the Software/SaaS segment is composed of the Socialwave and former beaconsmind Suite product offering. The new management team has established a new beaconsmind Group offering selecting a best-in-class

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infrastructure and software offering on a modular basis. As part of the strategic alignment, the Group is poised to unveil an integrated product that will merge the advantages of the WiFi solutions provided by Frederix and Socialwave with beaconsmind's Bluetooth-based LBM software. This all-encompassing product will feature a cloud-driven WiFi solution and hotspot system, furnishing clients with real-time, detailed statistics and data, thereby facilitating the evaluation of usage metrics across various locations. This insight is pivotal for retailers to comprehend their customer base more profoundly and to craft optimal marketing campaigns.

First customer PoCs have started across all product offerings confirming revenue synergies next to the already implemented cost synergies being fully realized.

In addition to these advancements, beaconsmind is actively pursuing a trajectory of continued growth through further strategic acquisitions. We are steadfast in our commitment to identifying and integrating companies that align with our vision and enhance our product offerings, market reach, and technological capabilities. This deliberate expansion strategy is integral to our objective of maintaining leadership and setting innovative standards in location- based services and solutions, thereby delivering unparalleled value to our customers and stakeholders.

Moreover, in our continuous effort to innovate and simplify digital transformation for our retail clients, we have recently developed a new white-label app specifically designed for location- based marketing. This cutting-edge application, crafted over the past few months, features an integrated customer loyalty program, making it even more convenient for retail clients to navigate their digital transition. By offering a customizable platform that retailers can adapt to their branding while leveraging sophisticated location-based technologies, we are further empowering them to engage with their customers in a more personalized and efficient manner. This development underscores our dedication to facilitating our clients' digital journeys and enhancing their customer engagement strategies through innovative technological solutions.

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B. Special Events

With respect to reporting, the financial year of beaconsmind Group has been amended from 1 July to 30 June to 1 January to 31 December. Hence, FY2023 is beaconsmind's first fiscal year, which will correspond to the respective calendar year。

Strategically, beaconsmind finalized three add-on acquisitions, namely Frederix (2 February 2023), Netopsie (23 February), Socialwave (21 April 2023), T2 and Kadsoft (28 Decemeber 2023)

• Strategically beaconsmind finalized the acquisition of 51% of the shares of Frederix GmbH, a market leading Hotspot provider with a large and international customer base mainly from the retail and real estate industry. The closing of this transaction was completed on 2 February 2023. The total purchase price for this acquisition was EUR 2MM fully financed by issuing 155,500 new beaconsmind shares to the seller. As part of this acquisition, the beaconsmind offering will be expanded in the future to include the SaaS review platform of eKomi, which offers end-to-end solutions for B2B customers. On July 27, 2023, the contract to acquire an additional 11%, bringing the total to 62% of the shares of Frederix was signed.
• Furthermore, Frederix also acquired 100% of the shares of Netopsie for a total purchase price of EUR 500k fully financed by liquidity at hand at Frederix on February 27, 2023. Netopsie DSL and Netopsie Koaxial are solutions to quickly and easily build a network and provide internet in every room, e.g. in a hospital or nursing home, without having to lay new cables. In addition, the company supports the planning and realisation of complex infrastructure solutions for the connection of modern IOT solutions. Through this transformative acquisition, beaconsmind will significantly expand its value chain and massively diversify its customer and revenue base.
• Moreover, beaconsmind acquired 100% of the shares of Socialwave GmbH further expanding its business model as a B2B Point-of-Sales solution provider and adds to the range of solutions that are already offered. The total purchase price was set at EUR 10MM through a combination of low-coupon debt, cash and 350,000 new beaconsmind shares to the sellers. The transaction finalized on 21 April 2023. This acquisition will allow beaconsmind to further develop the product offering and at the same time increase its customer base having direct access to existing Socialwave customers, whereby beaconsmind's AG location-based marketing solution can be offered.
• Lastly, On August 31, 2023, the contract to acquire 100% of the outstanding shares of Lindentor 1181. V V GmbH, located in Berlin, as well as its two subsidiaries KADSOFT Computer GmbH, located in Freital, and T2 Vertrieb GmbH, located in Lage, was signed. The purchase price was EUR 2,792,000 in cash and shares of beaconsmind AG, Stäfa. Lindentor, along with its subsidiaries, operates in the field of communication technology and, through its subsidiaries, employs 20 people. The combined run-rate revenue of both companies amounts to EUR 3.2MM and EUR 550k EBITDA including cost synergies. Accretive effect on Group financials will be fully captured in the FY2024 annual figures with a closing in December 2023.

With the acquisitions of the T2 and Kadsoft, beaconsmind Group has concluded its strategic transformation into two synergetic segments: Infrastructure and Software/SaaS and will provide reporting of financials on these two segments going forward.

beaconsmind Group's Infrastructure segment mainly includes the backbone Frederix, Netopsie and newly acquired T2 and Kadsoft businesses while the Software/SaaS segment is composed of the Socialwave and former beaconsmind Suite product offering.

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Apart from the beforementioned acquisitions, beaconsmind has successfully completed five equity raises in 2023 with a total volume of CHF 10.6 million.

• The first cash capital increase of CHF 1.86MM increased the share capital by 258,275 new shares. The new shares are entitled to participate in profits from 29 March 2023 onwards.
• The second capital increase in kind was successfully completed on 31 March 2023 amounted to CHF 2.4MM and issued 350,000 new shares to Socialwave shareholders.
• The third cash capital increase was successfully completed on 21 April 2023 amounted to CHF 1.42MM and increased the share capital by 196,667 new shares.
• On July 28th a cash capital increase of CHF 1.44MM and capital increase in kind of issuance of 75,000 new shares to the seller of FREDERIX were announced.
• On October 16th a cash capital increase of CHF 1.62MM and on October 24th the capital increase in kind of issuance of 300,000 shares to the seller of Kadsoft and T2 were announced. As a result of these capital increases, the share capital of beaconsmind Group increased to CHF469'932.60.

Lastly, there have been changes to management and board composition at beaconsmind. Michal Krupinski has resigned from the Board of Directors on 28 March 2023 and Martin Niederberger and Jonathan Sauppe have joined the Board of Directors of beaconsmind AG on 29 March 2023 and Andreas Wyss has joined the Board of Directors on 15 September 2023. Further, Jörg Hensen left the Board of Directors on 15 June 2023. With Jonathan Sauppe, Michael Ambros, Martin Niederberger and Andreas Wyss the Board of Directors currently consists of four members.

Following a challenging year 2022 and a successful conclusion of its restructuring measures including change of strategy in 2023, beaconsmind Group has achieved breakeven EBITDA in second half year of 2023. Under the new management team, beaconsmind Group has implemented a cost-cutting program of total CHF 1.4MM by leveraging its range of products and services and centralizing critical functions and operations in second half year of 2023.