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AdvancedAdvT Limited
Earnings Release • Nov 4, 2025
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Earnings Release
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National Storage Mechanism | Additional information 
RNS Number : 0090G
AdvancedAdvT Limited
04 November 2025
4 November 2025
AdvancedAdvT Limited
Interim results - revenue and EBITDA growth
AdvancedAdvT Limited (AIM: ADVT, "AdvT", the "Group"), the international software solutions provider for the business solutions, compliance, and human capital management sectors, has published its unaudited interim results for the six months to 31 August 2025.
Financial performance
| • | Revenue from operations up 28.0% to £25.4m (2024: £19.9m), of which 10.1% represented organic growth1 |
| • | Recurring revenue of £20.6m representing 81.0% of total revenues (2024: £16.0m and 80.4%) |
| • | Adjusted EBITDA from operations increased by 76.3% to £7.2m, ahead of management expectations (2024: £4.1m) with 45.0% of this being organic growth1 |
| • | Operating profit increased by 127.7% to £4.7m (2024: £2.1m) |
| • | Reported basic EPS: 2.17p (2024: 5.89p), Basic EPS on adjusted operating profit: 5.24p (2024: 3.02p) |
| • | Cash of £97.0m at 31 August 2025 (28 February 2025: £88.5m) |
Highlights
| • | Acquired GOSS Technology Group Limited ("GOSS") a digital transformation platform in May 2025 for £7.4m net of cash acquired |
| • | Acquired HFX Limited ("HFX"), a provider of a workforce management SaaS platform in May 2025 for £5.0m net of cash acquired |
| • | Continued operational and go-to-market improvements |
| • | Onboarding and integration of acquisitions with efficiency and pace |
Chairperson's statement
"We are pleased with the Group's performance in the first half of the year against a backdrop of tariff uncertainty and local government devolution. The completion of two strategic acquisitions, GOSS and HFX, marks a further step forward, and it is great to welcome both teams into the Group.
Our results reflect the mission-critical nature of our solutions and the continued progress we are making in operational performance and improvement.
Over the longer term we continue to see opportunities for organic growth, particularly with AI, automation and SaaS offerings and we remain committed to exploring acquisition opportunities to further expand the Group."
1. Unaudited proforma results for the four acquired businesses wholly owned for full six months of each period ending 31 August 2025 and 31 August 2024.
Enquiries:
| AdvancedAdvT Limited | |
| Vin Murria, Chairperson Gavin Hugill, Chief Financial Officer |
|
| Singer Capital Markets (Nominated Adviser and Broker) | Tel: 020 7496 3000 |
| Philip Davies / Sam Butcher | |
| KK Advisory (Investor Relations) | Tel: 020 7039 1901 |
| Kam Bansil |
Note to Editors
AdvancedAdvT Limited ("AdvT") provides software solutions and platforms across two business transformational areas: business solutions & compliance, and human capital management.
AdvT is an agent for change. The Group enables the delivery of Artificial Intelligence ("AI"), data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
AdvT is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries and digital sectors.
Management Report
Overview
In the six months ended 31 August 2025, the Group continued to advance its strategy, remaining focused on sectors shaped by long-term trends in Artificial Intelligence ("AI"), automation, digital transformation, data analytics and business intelligence. This strategic orientation continues to guide capital allocation across both M&A and operational initiatives within the portfolio.
The Group maintains a long-term approach to building a resilient and scalable business. This perspective informs investment decisions and operational priorities, with a continued emphasis on business-led digital transformation and ongoing improvement. These efforts support deeper engagement with clients and partners across both public and private sectors.
The management team brings extensive experience in software and services, having operated and invested in a range of successful businesses. This experience underpins the Group's ability to drive operational efficiency and deliver consistent organic growth. The team's track record in executing targeted and accretive acquisitions remains a core strength, supporting the development of a robust platform for future expansion.
The Group has focused on standardisation and simplification across all operations, aiming to embed best practices and enhance go-to-market execution, while improving operational alignment across the businesses.
Performance continues to be assessed against key financial metrics, including recurring revenue, adjusted EBITDA and free cash flow. These indicators remain central to tracking progress and ensuring alignment with strategic objectives and the Group's commitment to long-term value creation.
The Group retains its 9.8% stake in M&C Saatchi plc.
Current trading and outlook
Although macroeconomic and political conditions remain uncertain, the Group continues to target opportunities for growth, both organically and through acquisition.
Trading in the second half remains in line with management expectations. The Group has secured new contracts across its public and private sector client base. The integration of HFX and GOSS is progressing well, with both businesses performing in line with expectations.
M&A
There was significant M&A activity during the half, including due diligence and the successful completion of two bolt-on acquisitions, followed by their onboarding and integration. While those efforts progressed well, other discussions were not pursued further due to concerns around strategic fit, timing, and value. We continue to actively evaluate potential opportunities.
In May 2025, the Group acquired GOSS and HFX for a combined consideration of £12.4m net of cash. GOSS provides a digital transformation platform supporting public sector organisations in improving productivity and citizen engagement. HFX offers a workforce management SaaS solution addressing time and attendance, access control and scheduling needs across both public and private sectors.
These acquisitions broadened the Group's capabilities, enhancing its automation and digital service offerings. The platforms provide opportunities to improve operational performance and stakeholder engagement, while also enabling revenue growth and efficiency gains across the Group.
With cash reserves of £97.0m as at 31 August 2025, the Group remains well-positioned to pursue disciplined and accretive M&A opportunities.
M&A continues to be a central component of the Group's strategy, targeting businesses that align with the management team's operational focus and which demonstrate the potential to deliver long-term value. The Board will continue to evaluate each potential target against its acquisition criteria, seeking businesses in highly fragmented industries with opportunities for consolidation with:
• high recurring revenue streams and good forward visibility;
• sticky customer retention;
• mission critical products and services;
• opportunities for both organic and inorganic growth;
• strong cash generation, and
• sectors with high barriers to entry.
Operational review
Operational simplification and focused go-to-market execution continue to support improved customer outcomes and contribute to enhanced performance across the Group.
In the public sector, we are seeing pockets of momentum towards digital transformation, particularly where demand for digital services remains strong. However, progress is uneven, with delays in decision-making amid ongoing uncertainty around budgets and strategic priorities slowing adoption in other areas. These conditions present both opportunities and challenges, requiring a flexible and responsive approach to engagement and delivery.
The resource management business continues to grow its SaaS customer base, reflecting sustained international market demand and adoption. Investment in new capabilities and product enhancements remains a priority, aimed at delivering differentiated value. These developments offer growth potential, while requiring disciplined execution and careful management of investment risk. Recent product investment and releases have introduced AI-driven functionality, including a resource suitability engine, which is beginning to deliver efficiency gains. However, the pace of technological change and evolving client needs require continued innovation and responsiveness to maintain relevance and competitive positioning.
The Group considers AI and automation opportunities by weighing potential benefits such as efficiency gains, ease of adoption and value enhancement against the scale of change and potential disruption involved, with the aim of delivering tangible outcomes for both the business and its customers. Investment in AI and automation remains central to the Group's technology roadmap. In HCM, AI is being applied to improve resource allocation and enable intelligent skill-matching. These developments support more effective workforce planning and operational efficiency. In public sector finance operations, AI-driven tools such as intelligent e-invoicing engines have been introduced to streamline processing and reduce administrative overhead. New functionality includes: advanced data interpretation, natural language querying and enhanced reporting capabilities, supporting more informed decision-making. The Group continues to explore emerging AI use cases, leveraging leading technologies to drive automation and deliver measurable value.
Development activity at the Group's offshore centre in India, established in November 2024, has progressed well. The team is initially focused on expanding functionality within the HCM product suite, thus contributing to the Group's broader innovation agenda.
We thank our investors for their continued support and their confidence in the Group's strategy.
Financial highlights
The Group reported revenues of £25.4m for the six months ended 31 August 2025, up from £19.9m in the prior period. Recurring revenue rose to £20.6m, representing 81.0% of total revenue (2024: £16.0m, 80.4%). Adjusted EBITDA increased to £7.2m (2024: £4.1m), with a margin of 28.2% (2024: 20.5%). The Group ended the period with cash of £97.0m.
Operational performance continues to improve, supported by contract wins and the adoption of best practices.
Operational enhancements have been embedded across the Group, supported by refreshed go-to-market strategies and further investment in SaaS and Cloud offerings. These efforts have contributed to stronger alignment with customer needs and improved commercial outcomes.
Growth in recurring revenue reflects updated pricing models and good customer retention, supported by a continued shift in emphasis towards subscription-based offerings. This approach is enhancing revenue visibility and fostering longer-term customer relationships, consistent with the Group's strategic direction.
During the period, we experienced some customer churn within our mature product lines associated with pre-acquisition activity. However, this was balanced by continued growth in customer acquisition across our SaaS platforms, reflecting the ongoing success of our strategic focus.
Our cloud strategy continued to gain traction. In the public sector, 72 organisations have adopted our Centros Integra solution. In the private sector, Resource management SaaS platform has delivered 66% year-on-year revenue growth for the 12 months ending August 2025.
Margin expansion has been supported by operational efficiencies, a balanced revenue mix, and continued investment in technology and process optimisation. The Group has simplified its hosting strategy by transitioning from a mixed private hosting environment to cloud hosting on Microsoft Azure. The investment in this shift enhances security, interoperability and data integration, delivering benefits to both customers and internal operations. These improvements are contributing to more predictable margins and supporting scalable growth.
The Group is also leveraging its previously implemented business software platforms to accelerate the integration of recent acquisitions, enabling faster alignment across core functions and supporting more consistent ways of working. Recent platform updates, including moves to a new Microsoft Azure tenancy, investment in Azure DevOps, and the standardisation of security protocols, are helping to simplify operations and improve data governance. These developments are planned to help scalability and operational consistency, allowing the Group to shift focus towards business creation and value delivery as soon as possible after making an acquisition.
The Group's offshore development centre in India, established in November 2024, continues to expand. The team is focused on product enhancements and grown to 25 employees.
The table below reconciles EBITDA to operating profit including adjusting items.
| Aug-25 | Aug-24 | ||
| £000s | £000s | ||
| Revenue | 25,436 | 19,868 | |
| EBITDA | 6,862 | 3,563 | |
| Acquisition expenses, stamp duties and relisting expenses | 306 | 504 | |
| Adjusted EBITDA | 7,168 | 4,067 | |
| Depreciation | (109) | (38) | |
| Adjusted operating profit | 7,059 | 4,029 | |
| Amortisation of intangible assets | (2,076) | (1,471) | |
| Acquisition expenses, stamp duties and relisting expenses | (306) | (504) | |
| Operating profit | 4,677 | 2,054 |
Proforma results for the for acquired businesses wholly owned for full six months of each period ending 31 August 2025 and 31 August 2024 reported organic revenue growth of 10.1% and Adjusted EBITDA growth of 45.0%.
| Free cashflow from continuing activities | Aug-25 £000s |
Aug-24 £000s |
|
| Operating profit | 4,677 | 2,054 | |
| Depreciation | 109 | 38 | |
| Acquisition expenses, stamp duties and relisting expenses | 306 | 504 | |
| Amortisation and impairment of intangible assets | 2,076 | 1,471 | |
| Adjusted EBITDA | 7,168 | 4,067 | |
| Decrease/(increase) in working capital | 6,310 | 689 | |
| Adj. Operating cashflow | 13,478 | 4,756 | |
| Cash conversion | 188% | 117% | |
| Capital expenditure | (1,282) | - | |
| Lease payments | (36) | - | |
| Acquisition expenses, stamp duties and relisting expenses | (306) | (504) | |
| Unrealised exchange gains/(losses) | 83 | (77) | |
| Interest and dividend income | 1,879 | 1,857 | |
| Tax paid | (258) | - | |
| Free Cashflow | 13,558 | 6,032 |
Through management of cash reserves, the Group had income from financing activities of £1.9m (2024: £2.1m) and profit before tax from continuing operations of £4.7m (2024: £8.3m).
The Group's 9.8% stake in M&C Saatchi plc was valued at £19.2m at 31 August 2025 (28 February 2025: £21.0m), a decrease of £1.8m.
The Group has recognised a deferred tax asset of £0.06m with respect to timing difference. The Group has a deferred tax liability of £4.8m relating to intangible assets recognised on acquisition. Basic and diluted EPS were 2.17p and 2.16p respectively, reflecting the impact from fair value movements on financial assets (31 August 2024: 5.89p and 5.86p). However, Basic EPS on adjusted operating profit was 5.24p (2024: 3.02p).
The Board does not currently recommend a dividend. It intends to review the Group's dividend policy following significant deployment of AdvT's capital and will only commence the payment of dividends when it becomes commercially appropriate.
The Group's cash position as at 31 August 2025 was £97.0m (28 February 2025: £88.5m), this is after the net cash outflow to acquire HFX and GOSS. The total consideration for the two acquisitions comprised £5.1m in net cash outflow, the issuance of £5.0m in Ordinary Shares in the Company during the period, and an additional £2.3m in deferred consideration.
Adjusted operating cashflow was £13.5m, representing 188% cash conversion of adjusted EBITDA (31 August 2024: £4.8m and 117%). Cash conversion benefited from the timing of a few large trade receivables invoices and their collection shortly after the prior year end, billing cycles and working capital management. The Group also capitalised £1.0m of R&D cost.
Free cash flow from continuing activities was £13.6m (31 August 2024: £6.0m). This was after the acquisition of both GOSS and HFX in May 2025, with a combined cash outflow of £5.1m of cash in the period.
Directors
The Directors of the Company have served as directors during the year and until the date of this report as set out below:
Vin Murria (Chairperson and CEO)
Gavin Hugill (Chief Financial Officer)
Karen Chandler (Chief Operating Officer)
Paul Gibson (non-executive director)
Barbara Firth (Senior Independent Director)
Director biographies can be found on the Company's website.
Directors' Interests
Vin Murria holds 17,500,000 (12.83%), and Barbara Firth holds 70,000 (0.05%) of the issued share capital of the Company as at 31 August 2025 and at the date of this report.
No other Directors held any direct interests in the Ordinary Shares of the Company at 31 August 2025.
The Director's interests in the participation shares are detailed in the notes to the Condensed Consolidated Interim Financial Statements.
There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for the benefit of any of the Directors.
Substantial Shareholdings
As at 29 August 2025 (the latest practicable date prior to the publication of this Report), the following had disclosed an interest in the issued ordinary share capital of the Company (being 3% or more of the voting rights in the Company) complying with the requirements of the Disclosure and Transparency Rules (the "DTRs"):
| Ordinary Shares Held and % of Issued share capital | Number | % |
| Marwyn Investment Management | 20,525,000 | 15.04 |
| BGF Investment Management | 20,000,000 | 14.66 |
| Vin Murria & Sunil Bhalla | 17,500,000 | 12.83 |
| Artemis Investment Mgt | 6,514,504 | 4.78 |
| Rathbone Investment Mgt | 6,273,773 | 4.60 |
| Dowgate Capital | 4,692,007 | 3.44 |
| Artisan Partners | 4,527,579 | 3.32 |
Corporate Governance
The Directors recognise the importance of high standards of corporate governance, and effective on admission to AIM ("Admission") in January 2024, the Company adopted the Quoted Companies Alliance Corporate Governance Code ("QCA Code"). The Company's compliance with the QCA Code is detailed in the latest financial statements which are available on the Company's website www.advancedadvt.com and the Company has also included a corporate governance statement along with additional disclosures within the Governance section of its website.
Risks
The Directors have assessed the principal risks facing the Company, including those that could impact its business model, performance, solvency or liquidity. The current risk profile remains consistent with the risks outlined in the Admission Document dated January 2024. These risks are also summarised in the annual financial statements to 28 February 2025 and available on the Company's website.
The Company maintains a risk register, reviewed regularly by the Executive Directors and periodically by the Board. A risk management framework is in place to identify, assess and monitor risks, supported by appropriate governance and reporting processes.
The Company's risk management framework incorporates a risk assessment that identifies and assesses the strategic, operation and financial risks facing the business and mitigating controls.
The risk assessment is documented through a risk register which categorises the key risks faced by the business into:
• business risks;
• shareholder risks;
• financial and procedural risks; and
• risks associated with the acquisition process.
The risk assessment identifies the potential impact and likelihood of each of the risks detailed on the risk register and factors/actions have also been identified.
The Company's risk management process includes both formal and informal elements. The size of the Board and the frequency with which the directors interact ensures that risks, or changes to the nature of the Company's existing risks, are identified, discussed, and analysed quickly. The Company's governance framework, including formal periodic board meetings with standing agendas, ensures that the Company has a formal framework in place to manage the review, consideration, and formal approval of the risk register, including risk assessment.
Condensed Consolidated Interim Statement of Comprehensive Income
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Note | Unaudited | Unaudited | |
| £000s | £000s | ||
| Revenue | 5 | 25,436 | 19,868 |
| Cost of sales | (8,060) | (6,967) | |
| Gross profit | 17,376 | 12,901 | |
| Administrative expenses | 7 | (10,514) | (9,338) |
| Depreciation | (109) | (38) | |
| Amortisation | 10 | (2,076) | (1,471) |
| Operating profit | 4,677 | 2,054 | |
| Fair value on financial assets | 11 | (1,800) | 4,260 |
| Dividend received | 234 | 192 | |
| Net finance income | 1,680 | 1,875 | |
| Share-based payment expense | (55) | (55) | |
| Profit before tax for continuing operations | 4,736 | 8,326 | |
| Taxation | 8 | (1,806) | (475) |
| Profit for the period from continuing operations | 2,930 | 7,851 | |
| Total comprehensive profit for the period attributable to owners of the parent | 2,930 | 7,851 | |
| Other comprehensive income | |||
| Items that may subsequently be reclassified to profit and loss | |||
| Translation gain/(expense) | 84 | (77) | |
| Total comprehensive income for the period attributable to owners of the parent | 3,014 | 7,774 | |
| Profit per ordinary share (£) | |||
| Basic | 9 | 2.17 | 5.89 |
| Diluted | 9 | 2.16 | 5.86 |
The Group's activities derive from continuing operations.
Condensed Consolidated Interim Statement of Financial Position
| As at | As at | ||
| 31 August 2025 | 31 August 2024 | ||
| Note | Unaudited | Audited | |
| £000s | £000s | ||
| Non-current assets | |||
| Intangible assets | 10 | 24,905 | 19,405 |
| Goodwill | 10 | 36,137 | 24,715 |
| Property, plant and equipment | 968 | 53 | |
| Contract fulfilment assets | 177 | 308 | |
| Deferred tax | 62 | 1,263 | |
| Financial asset at fair value through profit and loss | 11 | 19,200 | 21,000 |
| 81,449 | 66,744 | ||
| Current assets | |||
| Inventories | 88 | 108 | |
| Trade and other receivables | 12 | 8,796 | 12,602 |
| Cash and cash equivalents | 13 | 96,954 | 88,510 |
| Total current assets | 105,838 | 101,220 | |
| Total assets | 187,287 | 167,964 | |
| Equity and liabilities | |||
| Sponsor shares | - | - | |
| Ordinary shares | 18 | 136,166 | 131,166 |
| Warrant reserve | 18 | 98 | 98 |
| Warrant cancellation reserve | 18 | 350 | 350 |
| Share-based payment reserve | 18 | 637 | 582 |
| Translation reserve | (38) | (122) | |
| Retained earnings | 11,981 | 9,051 | |
| Total equity | 149,194 | 141,125 | |
| Liabilities | |||
| Current liabilities | |||
| Trade and other payables | 14 | 8,054 | 6,130 |
| Corporation taxation | 1,781 | 727 | |
| Contract liabilities | 15 | 18,515 | 13,872 |
| Total current liabilities | 28,350 | 20,729 | |
| Non-current Liabilities | |||
| Deferred tax liability | 4,813 | 3,963 | |
| Contract liabilities | 15 | 297 | 475 |
| Lease Liabilities | 229 | - | |
| Deferred consideration | 17 | 2,312 | - |
| Provisions | 16 | 2,092 | 1,672 |
| Total non-current liabilities | 9,743 | 6,110 | |
| Total equity and liabilities | 187,287 | 167,964 |
Condensed Consolidated Interim Statement of Changes in Equity
| Sponsor share | Ordinary shares | Warrant reserves | Warrant cancellation Reserve | Share based payment reserve | Translation Reserve | Accumulated profit/ (losses) | Total equity | |
| £000s | £000s | £000s | £000s | £000s | £000s | £000s | £000s | |
| Balance as at 30 June 2022 (Audited) | - | 131,166 | 98 | 350 | 305 | - | (10,261) | 121,658 |
| Total comprehensive loss for the period | - | - | - | - | - | - | 1,432 | 1,432 |
| Share-based payment expense | - | - | - | - | 96 | - | - | 96 |
| Balance as at 30 June 2023 (Audited) | - | 131,166 | 98 | 350 | 401 | - | (8,829) | 123,186 |
| Total comprehensive profit for the period | - | - | - | - | - | - | 7,003 | 7,003 |
| Share-based payment expense | - | - | - | - | 72 | - | - | 72 |
| Translation | - | - | - | - | - | 5 | - | 5 |
| Balance as at 29 February 2024 (Audited) | - | 131,166 | 98 | 350 | 473 | 5 | (1,826) | 130,266 |
| Total comprehensive profit for the period | - | - | - | - | - | - | 7,851 | 7,851 |
| Share-based payment expense | - | - | - | - | 55 | - | (55) | - |
| Translation | - | - | - | - | - | (77) | - | (77) |
| Balance as at 31 August 2024 (Unaudited) | - | 131,166 | 98 | 350 | 528 | (72) | 5,970 | 138,040 |
| Total comprehensive profit for the period | - | - | - | - | - | - | 3,026 | 3,026 |
| Share-based payment expense | - | - | - | - | 54 | - | 55 | 109 |
| Translation | - | - | - | - | - | (50) | - | (50) |
| Balance as at 28 February 2025 (Audited) | - | 131,166 | 98 | 350 | 582 | (122) | 9,051 | 141,125 |
| Total comprehensive profit for the period | - | - | - | - | - | - | 2,930 | 2,930 |
| Issuance of Ordinary shares | - | 5,000 | - | - | - | - | - | 5,000 |
| Share-based payment expense | - | - | - | - | 55 | - | - | 55 |
| Translation | - | - | - | - | - | 84 | - | 84 |
| Balance as at 31 August 2025 (Unaudited) | - | 136,166 | 98 | 350 | 637 | (38) | 11,981 | 149,194 |
Condensed Consolidated Interim Statement of Cash Flow
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| Note | £000s | £000s | |
| Cashflow from operating activities | |||
| Profit/(loss) before taxation for the period | 4,736 | 8,326 | |
| Adjustments for: | |||
| Depreciation | 109 | 38 | |
| Amortisation | 10 | 2,076 | 1,471 |
| Interest income | (1,680) | (1,875) | |
| Fair value (gains)/losses on financial assets | 11 | 1,800 | (4,260) |
| Add back share-based payment expense | 55 | 55 | |
| Dividend | (234) | (192) | |
| Working capital adjustments: | |||
| (Increase)/decrease in trade and other receivables and prepayments | 12 | 5,249 | (3,150) |
| Decrease in contractual fulfilment assets | 131 | 285 | |
| (Decrease) in trade and other payables | 14 | (17) | (478) |
| Increase in contractual liabilities | 15 | 946 | 4,032 |
| Tax paid | (258) | - | |
| Net cash flows from operating activities | 12,913 | 4,252 | |
| Cash flow used in investing activities | |||
| Purchase of property, plant and equipment | (290) | - | |
| Development of intangible assets | 10 | (992) | - |
| Acquisition of subsidiaries, net of cash acquired | 17 | (5,114) | (4,793) |
| Lease payments | (36) | - | |
| Net cash flow used in investing activities | (6,432) | (4,793) | |
| Financing activities | |||
| Dividend income | 234 | 192 | |
| Interest income | 1,645 | 1,665 | |
| Net cash flows from financing activities | 1,879 | 1,857 | |
| Net increase in cash and cash equivalents | 8,360 | 1,316 | |
| Net foreign exchange differences | 84 | (77) | |
| Cash and cash equivalents at the beginning of the period | 88,510 | 82,111 | |
| Cash and cash equivalents at the end of the period | 13 | 96,954 | 83,350 |
Notes to the Condensed Consolidated Interim Financial Statements
1. GENERAL INFORMATION
AdvancedAdvT Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040954) under the BVI Business Company Act, 2004. The Company was admitted to the AIM Market of the London Stock Exchange on 10 January 2024 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 and UK establishment address at 11 Buckingham Street, London WC2N 6DF.
The Company has acquired a number of software and services businesses. The Group provides software solutions and platforms across two business transformational areas: business solutions & healthcare compliance, and human capital management. The Group's operations are IBSS (financial management software), GOSS (digital transformation platform), CHKS (healthcare intelligence compliance and accreditation software), Celaton (Intelligent Process Automation software solutions), Retain (global resource planning and talent management software), WFM (enterprise workforce management software) and HFX (workforce management SaaS platform). The Company is an agent for change, enabling the delivery of AI, data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
The Company's wholly-owned subsidiaries are set out in the notes, together with the Company, the "Group".
The Group is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries and digital sectors.
The Company was listed on the Main Market of the London Stock Exchange from 4 December 2020, the acquisitions on 31 July 2023 constituted a reverse takeover and shares were therefore suspended from 8 June 2023, the Company was subsequently admitted to AIM from 10 January 2024.
Certain items in the Consolidated Statement of Comprehensive income have been reclassified for presentational purposes, the effect of which is immaterial.
2. MATERIAL ACCOUNTING POLICIES
(a) Basis of preparation
The Interim Results have been prepared in accordance with the IAS 34 Interim Financial Reporting and are presented on a condensed basis.
The Interim Report does not include all the notes of the type normally included in an annual financial report. The Interim Report should be read in conjunction with the annual consolidated financial statements for the year ended 28 February 2025, which were prepared in accordance with International Accounting Standards as adopted by the EU ("IFRS"), and the public announcements made by the Company during the interim period, in addition the Admission Document dated 8 January 2024 is available on the Company's website.
The principal accounting policies adopted in the preparation of the Interim Results are set out below. They have been consistently applied throughout the reporting period and are aligned with the most recent audited annual financial statements.
(b) Going concern
The Group meets its day-to-day working capital requirements from the positive cash flows generated by its trading activities and its available cash resources. The information in these Interim Results has been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months from the date of approval.
The Directors confirm that they have re-assessed the principal risks and reviewed current performance and forecasts, combined with expenditure commitments and including capital expenditure. The Group's forecasts demonstrate it should generate profits and cash in the year ending 28 February 2026 and beyond and the Directors are satisfied that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financial statements.
(c) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted by the Group
IFRSs applicable to the Interim Results of the Group for the period from 1 March 2025 to 31 August 2025 have been applied.
Standards issued but not yet effective
The following standards are issued but not applicable for the six months to 31 August 2025. The Group intends to adopt these standards, if applicable, when, and as they become effective. It is not expected that these standards will have a material impact on the Group.
| Standard | Effective date |
| IFRS 18 Presentation and Disclosure in Financial Statement IFRS 19 - Subsidiaries without Public Accountability Disclosures | 1 January 2027 |
| Amendments to IFRS 7 and IFRS 9 - Amendments to the Classification and Measurement of Financial Instruments | 1 January 2026 |
| IFRS 7 and IFRS 9 - Contracts Referencing Nature-dependent Electricity | 1 January 2026 |
| Amendments to IAS 21 - Lack of Exchangeability of Currencies | 1 January 2025 |
| IFRS 19 - Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
* subject to EU endorsement
(d) Basis of consolidation
Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The Condensed Consolidated Interim Financial Statements incorporate the results of business combinations using the acquisition method. In the Statement of Financial Position, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Condensed Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the Interim Results.
(e) Revenue recognition
The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer and revenue has been earned.
In determining the amount of revenue and profits to record, and related balance sheet items (such as contractual liabilities, contract fulfilment assets, trade receivables and accrued income) to recognise in the period, management is required to form a number of key judgements and assumptions. These include an assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised. These judgements are inherently subjective and may cover future events such as the achievement of contractual milestones, performance KPIs and planned cost savings. In addition, key assumptions are made concerning contract extensions and amendments, as well as opportunities to use the contract developed systems and technologies on other similar projects.
Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer.
In determining the transaction price, this includes, but is not limited to, estimating variable consideration, adjusting the consideration for the effects of the time value of money and measuring non-cash consideration.
The Group determines if the arrangement with a customer creates enforceable rights and obligations. The Group enters into contracts which contain extension periods, where either the customer or both parties can choose to extend the contract or there is an automatic annual renewal, and/or termination clauses that could impact the actual duration of the contract. Judgement is applied to assess the impact that these clauses have when determining the appropriate contract term. The term of the contract impacts both the period over which revenue from performance obligations may be recognised and the period over which contract fulfilment assets and capitalised costs to obtain a contract are expensed.
For contracts with multiple components to be delivered, management applies judgement to consider whether those promised goods and services are (i) distinct - to be accounted for as separate performance obligations; (ii) not distinct - to be combined with other promised goods or services until a bundle is identified that is distinct or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer.
At contract inception the total transaction price is estimated, being the amount to which the Group expects to be entitled and has rights to under the present contract. This includes an assessment of any variable consideration where the Group's performance may result in additional revenues based on the achievement of agreed KPIs. Such amounts are only included based on the expected value or the most likely outcome method, and only to the extent that it is highly probable that no revenue reversal will occur.
The transaction price does not include estimates of consideration resulting from change orders for additional goods and services unless these are agreed.
Transactional (point in time) contracts
The Group delivers a range of goods and services in all reportable segments that are transactional services for which revenue is recognised at the point in time when control of the goods or services has transferred to the customer. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains control of an asset or service in a contract with customer-specified acceptance criteria.
The nature of contracts or performance obligations categorised within this revenue type is diverse and includes (i) fees received in relation to delivery of professional services; (ii) passive software licence agreements; (iii) provision of IT hardware goods; and (iv) commission received as agent from the sale of third party software.
Performance obligations over time contracts
Passive software licences are licences which have significant stand-alone functionality, and the contract does not require, and the customer does not reasonably expect, the Group to undertake activities that significantly affect the licence code. Any ongoing maintenance or support services for passive licences are typically separate performance obligations.
Software licences delivered by the Group can either be right to access ('active') or right to use ('passive') licences. Active licences are licences which require continuous upgrade and updates for the software to remain useful, often as part of a subscription or SaaS obligation. All other licences are treated as passive licences and recognised upon delivery. The assessment of whether a licence is active or passive involves judgement. The key determinant of whether a licence is active is whether the Group is required to undertake activities that significantly affect the licensed intellectual property and code (or the customer has a reasonable expectation that it will do so), so that the customer is, therefore, exposed to positive or negative impacts resulting from those changes.
The Group considers for each contract that includes a separate licence performance obligation all the facts and circumstances in determining whether the licence revenue is recognised over time or at a point in time from the go live date of the licence.
Consultancy, training and upgrades are typically assessed as a service contract to provide distinct service work based on clear statements of work, demonstrating separately identifiable obligations and standalone benefit to the customer. The services are contracted for on either a time and materials or fixed priced basis. Time and materials are recognised in the period in which it is performed. Fixed price work is recognised on a percentage completion basis of the remaining unbilled milestones. The percentage completed is determined with reference to time incurred to date and time required to complete the agreed works.
Support and maintenance, hosting and managed service revenue is typically recognised over the period of the contract as the customer simultaneously receives and consumes the benefits of the services provided by the Group consistently over the contract term.
Contract modifications
The Group's contracts are often amended for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and the Group's measure of progress for the performance obligation to which it relates, is recognised as an adjustment to revenue in one of the following ways:
a. prospectively as an additional separate contract;
b. prospectively as a termination of the existing contract and creation of a new contract;
c. as part of the original contract using a cumulative catch up; or
d. as a combination of (b) and (c).
For contracts for which the Group has decided there is a series of distinct goods and services that are substantially the same and have the same pattern of transfer where revenue is recognised over time, the modification will always be treated under either (a) or (b); (d) may arise when a contract has a part termination and a modification of the remaining performance obligations.
The facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract by contract and may result in different accounting outcomes.
Principal versus agent
The Group has arrangements with some of its customers whereby it needs to determine if it acts as a principal or an agent as more than one party is involved in providing the goods and services to the customer. The Group acts as a principal if it controls a promised good or service before transferring that good or service to the customer. The Group is an agent if its role is to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most notably the discretion the Group has in establishing the price for the specified good or service, whether the Group has inventory risk and whether the Group is primarily responsible for fulfilling the promise to deliver the service or good.
This assessment of control requires judgement in particular in relation to certain service contracts. Where the Group is acting as a principal, revenue is recorded on a gross basis. Where the Group is acting as an agent revenue is recorded at a net amount reflecting the margin earned.
Contract fulfilment assets
Contract fulfilment costs are divided into (i) costs that give rise to an asset; and (ii) costs that are expensed as incurred.
When determining the appropriate accounting treatment for such costs, the Group firstly considers any other applicable standards. If those other standards preclude capitalisation of a particular cost, then an asset is not recognised under IFRS 15.
If other standards are not applicable to contract fulfilment costs, the Group applies the following criteria which, if met, result in capitalisation: (i) the costs directly relate to a contract or to a specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (iii) the costs are expected to be recovered.
The assessment of this criterion requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recoverable. Contract fulfilment assets are amortised on a systematic basis consistently with the transfer of goods or services related to the asset.
Contractual liabilities and contract assets
The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of goods and services being provided. These payment schedules may include performance-based payments or progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional goods and services may be at delivery date, in arrears or part payment in advance.
Where payments received are greater than the revenue recognised at the period end date, the Group recognises a contractual liability for this difference. Where payments received are less than the revenue recognised at the period end date, the Group recognises an accrued income contract asset for this difference.
At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable that no revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. There are no obligations for refunds or returns.
The period between when it is expected that the services will be transferred to the customer and when payment will be made at contract inception is less than one year, and the Group therefore applies IFRS 15's practical expedient, removing the need to adjust the promised amount of consideration for the effects of a significant financing component.
Impairment
Financial Assets: impairment is based on expected credit losses for all financial assets not held at fair value through profit or loss, reflecting the Group's expectation of the creditworthiness of the financial asset and includes accrued income.
Non-Financial Assets: including contract fulfilment assets, are subject to impairment tests when there is an indication that the asset may be impaired, comparing the carrying amount of the asset with its recoverable amount, which is the higher of its fair value less costs to sell and its value in use.
(f) Intangible assets
All intangible assets, except goodwill, are stated at cost less accumulated amortisation and any accumulated impairment losses.
Goodwill
Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated at cost less any accumulated impairment losses.
The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Acquisition-related intangible assets
Net assets acquired as part of a business combination includes an assessment of the fair value of separately identifiable acquisition-related intangible assets, in addition to other assets, liabilities and contingent liabilities purchased. These are amortised on a straight-line basis over their useful lives which are individually assessed.
Branding
Branding intangible value Is the deemed fair value attributable to the acquired brands.
Customer relationships
Customer relationships intangible is the allocated fair value of the customer relationships of the acquired companies.
Software and IP on acquisition
Software and IP intangible value is the allocated fair value to the software and IP acquired.
Internal software development
Research and development expenditure
Research expenditure is recognised as an expense when it is incurred and included in administrative expenses.
Capitalised internally generated research and development expenditure
Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised only if it meets the criteria for capitalisation under IAS 38.
Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as an asset in subsequent periods.
Capitalised development expenditure is amortised using the straight-line method over a period of between five and ten years when the products or services are ready for sale or use. In the event that it is no longer probable that the expected future economic benefits will be recovered, the development expenditure is written down to its recoverable amount. The amortisation charge is recognised within operating expenses.
Amortisation periods of intangible assets
| Intangible Asset | Amortisation period |
| Branding | 5 years |
| Customer relationships | 5-10 years |
| Intellectual Property | 5-10 years |
| Internal software development | 5-10 years |
(g) Functional and foreign currencies
(i) Functional and presentation currency
The individual Financial Statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.
The Interim Results are presented in Pounds Sterling, which is the Group's presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.
(iii) Foreign operations
Assets and liabilities of foreign operations are translated to Pounds Sterling at the rates of exchange ruling at the
end of the reporting period. Revenues and expenses of foreign operations are translated at the average rate of exchange. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the foreign exchange translation reserve.
Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period. Exchange differences are recognised in other comprehensive income.
(h) Stated capital
Ordinary shares and sponsor shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in the associated stated capital as a deduction from the proceeds.
(i) Share based payments
The A ordinary shares in MAC I (BVI) Limited (the "Incentive Shares"), represent equity-settled share-based payment arrangements under which the Company receives services as a consideration for the additional rights attached to these equity shares.
Equity-settled share-based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity instruments granted are considered to vest immediately, the services are deemed to have been received in full, with a corresponding expense and increase in equity recognised at grant date.
(j) Warrants
On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants. Under the terms of the warrant instrument, warrant holders can acquire one ordinary share per warrant at a price of £1 per ordinary share. The Warrants are exercisable until 4 December 2025 being any time up to five years after the IPO date (4 December 2020). Warrants are accounted for as equity instruments under IAS 32 and are measured at fair value at the date of issue. Fair value of the warrants has been calculated using a Black Scholes option pricing methodology, which considered the exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Warrants. Of these factors estimates and judgement are required when determining the expected volatility, dividends, and warrant term. No revisions have been made in the period. Details of which are contained in the audited financial statements to 28 February 2025.
(k) Earnings per ordinary share
Earnings per ordinary share ("EPS") is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive instruments into ordinary shares.
(l) Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Onerous contracts
If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities).
(m) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, and subsequently measured at fair value through profit or loss ("FVPL"), amortised cost, or fair value through other comprehensive income ("FVOCI").
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI Criterion").
Financial assets are initially measured at their fair value plus, for those financial assets not at fair value through profit or loss, transaction costs.
Subsequent measurement
For the purposes of subsequent measurement, all of the Group's financial assets (except its Level 1 financial asset as detailed below) are classified as financial assets at amortised cost. Financial assets at amortised cost comprise of assets that are held within a business model with the objective to hold the financial assets to collect contractual cash flows that meet the SPPI Criterion. This category includes the Group's other receivables. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses, interest income, foreign exchange gains and losses and impairment losses are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
The Group holds an investment in M&C Saatchi plc which it has classified as a Level 1 financial asset as detailed in the notes. The Company accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment at FVOCI. The fair value was determined in line with the requirements of IFRS 13 'Fair Value Measurement'. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions.
As at the balance sheet date the Group has not classified any assets as being financial assets at FVOCI.
Derecognition
A financial asset is primarily derecognised and removed from the Condensed Consolidated Statement of Financial Position when the rights to receive cash flows from the asset have expired.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified as financial liabilities at fair value through profit or loss or amortised cost. All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly attributable transaction costs.
Subsequent measurement
Financial liabilities are subsequently measured at amortised cost and in the case of interest-bearing financial liabilities at amortised cost using the effective interest rate method. Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. 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 may differ from these estimates.
Key sources of estimation uncertainty
Identifiable assets acquired and liabilities assumed
As required by IFRS 3, we have measured the assets acquired and liabilities assumed on the acquisitions in the period at their fair value on acquisition. The fair values of contract liabilities at acquisition dates were estimated to obtain a price that would be paid to transfer the liability in an orderly transaction between market participants. The approach used was based on a market participant's estimate of the costs that will be incurred to fulfil the obligation plus a normal profit margin, based on the overall cost profile over the life of the contract.
The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of businesses, the acquisition of branding, customer relationships and intellectual property, whether arising from separate purchases or from the acquisition as part of business combinations, and development expenditure which is expected to generate future economic benefits, are based, to a considerable extent, on management's estimations.
The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset
where no active market for the assets exists. The use of different assumptions for the expectations of future cash
flows and the discount rate would change the valuation of the intangible assets.
Whilst the accounting for business combinations is substantially complete, certain acquisition fair value estimates are in the process of being finalised. Management have engaged with specialists in this regard and at the date of this report do not expect any differences to have a material effect on the numbers as reported in these Interim Results.
Critical accounting judgements
Revenue recognition
There are a number of areas where judgement has been applied in respect of revenue recognition. A description of the way in which revenue and associated assets are recognised is detailed in the notes. In applying IFRS 15 Revenue from Contracts with Customers significant judgement which may affect the determination of the amount and timing of revenue from contracts with customer include: assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Provisions
Onerous contract provisions are recognised where the unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
For the period to 31 August 2025, the Directors do not consider that they have made any other significant estimates, judgments or assumptions which would materially affect the balances and results reported in these Financial Statements.
4. ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information, the Group presents alternative performance measures ("APMs") which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally. The alternative performance measures are not defined by IFRS and therefore may not be directly comparable with other companies' alternative performance measures. The key APMs that the Group uses are outlined below.
| Closest equivalent IFRS measure | Reconciling items to IFRS measure | Definition and purpose | |
| Income Statement Measures | |||
| Adjusted EBITDA or Profit before tax (PBT) | Operating Profit OR Profit before Tax | Adjusting items | Adjusted Operating profit/Profit before tax excludes adjusting items. |
| Adjusting items | None | Refer to definition | Items which are not considered part of the normal operating costs of the business, are separately disclosed because of their size, nature or incidence are treated as adjusting. The Group believes the separate disclosure of these items provides additional useful information to users of the Condensed Consolidated Interim Financial Statements to enable a better understanding of the Group's underlying financial performance. These may include the financial effect of adjusting items such as, inter alia, restructuring costs, impairment charges, amortisation of intangibles, costs relating to business combinations, one-off foreign exchange gains or losses, integration costs, acquisition-related expenses, share-based payment charges, contingent consideration and earn-outs, cloud computing configuration and customisation costs, and right-of-use asset disposal gains or losses. |
| Recurring Revenue | Revenue | See note 5 | Recurring Revenues are income occurring continuously and repeatedly. |
| Transactional Revenue | Revenue | See note 5 | Transactional Revenue are recognised at the point of transfer (delivery) to a customer. |
| Balance Sheet Measures | |||
| Net cash or debt | None | See note 13 | Net cash debt is defined as Cash and cash equivalents and short-term deposits, less Bank overdrafts and other current and non-current borrowings. |
| Cash Flow Measures | |||
| Cash conversion | None | Refer to definition | Adjusted operating cash flow as a percentage of Adjusted EBITDA. |
| Free cash flow | None | Refer to definition | Cash flow in the period after accounting for operating activities, investing activities, lease payments, interest and tax. |
5. SEGMENT INFORMATION
Revenue from continuing operations
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| £000s | £000s | ||
| Recurring revenues | 20,606 | 15,976 | |
| Transactional revenues | 4,830 | 3,892 | |
| 25,436 | 19,868 |
Revenue is recognised for each category as follows:
• Recurring Revenues: income occurring continuously and repeatedly; and
• Transactional Revenues: recognised at the point of transfer (delivery) to a customer.
Operating segments
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision makers to allocate resources to the segments and to assess their performance.
The chief operating decision makers have been identified as the Executive Directors. The Group revenue is derived from the sale and subscription of recurring and transactional revenue engagements with its customers. Consequently, the Executive Directors review the two revenue streams, but as the costs are not recorded in the same way, the information on costs is presented as one segment and as such the information included below is presented in line with management information.
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| £000s | £000s | ||
| Revenue | 25,436 | 19,868 | |
| EBITDA | 6,862 | 3,563 | |
| Acquisition expenses, stamp duties and relisting expenses | 306 | 504 | |
| Adjusted EBITDA | 7,168 | 4,067 | |
| Depreciation | (109) | (38) | |
| Adjusted operating profit | 7,059 | 4,029 | |
| Amortisation of acquired intangible assets | (2,076) | (1,471) | |
| Acquisition expenses, stamp duties and relisting expenses | (306) | (504) | |
| Operating profit | 4,677 | 2,054 |
6. EMPLOYEES AND DIRECTORS
(a) Employment costs for the Group during the period:
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| £000s | £000s | ||
| Wages and salaries | 10,162 | 7,897 | |
| Pension contributions | 324 | 239 | |
| Social security costs | 1,222 | 870 | |
| Total employment costs expense | 11,708 | 9,006 |
(b) Key management compensation
The Board considers the Directors of the Company, to be the key management personnel of the Group.
During the six months ended 31 August 2025, the Company had the following Executive Directors: Vin Murria, Gavin Hugill and Karen Chandler.
Full details in respect of the Directors' roles and remuneration can be found in the Company's annual financial statements to 28 February 2025. Since this date no changes were made to directors' remuneration.
Vin Murria, Gavin Hugill, Karen Chandler and Mark Brangstrup Watts all have a beneficial interest in the A ordinary shares (Incentive Shares) issued by the Company's subsidiary. This is disclosed in the notes of these Interim Results.
(c) Employed persons
The average monthly number of persons employed by the Group (including Directors) during the period was as follows:
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| number | number | ||
| Leadership | 12 | 12 | |
| Management | 6 | 6 | |
| Technical | 272 | 182 | |
| Sales and marketing | 36 | 20 | |
| Administration | 26 | 18 | |
| 352 | 238 |
7. OPERATING EXPENSES ARE STATED AFTER CHARGING
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| £000s | £000s | ||
| Group operating expenses by nature | |||
| Short-term lease costs | 77 | 81 | |
| Depreciation | 109 | 38 | |
| Amortisation | 2,076 | 1,471 | |
| Auditor's remuneration: | |||
| Fees payable to the Company's auditor for the audit of consolidated accounts |
36 | 35 | |
| Audit of subsidiary undertakings | 154 | 150 | |
| Net foreign exchange (gains)/losses | 77 | (25) | |
| Non-recurring project costs | 306 | 504 | |
| Share based payment expense | 55 | 55 |
8. TAXATION
Income tax expense is recognised based on management's estimate of the weighted average income tax rate expected for the full financial year. Tax is charged at 24.8% for the six months ended 31 August 2025 (31 August 2024: 20.4%) representing the best estimate of the average annual tax rate expected to apply for the full year applied to the pre-tax income of the six month period.
The effective rate applied for 2025 was lower than the standard rate of UK corporation tax due to the brought forward tax losses held by the Group and its subsidiaries and the effective rate of tax in Ireland. The effective tax rate applied for the interim period to 31 August 2025 is also affected by deferred tax liability releases in relation to the intangibles created upon the business combination.
9. EARNINGS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit/(loss) attributable to equity holders of a company by the weighted average number of ordinary shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive instruments into ordinary shares.
The Company has issued 700,000 warrants, each of which is convertible into one ordinary share.
As more fully detailed in the annual financial statements to 28 February 2025, incentive shares in MAC I (BVI) Limited have been issued. On exercise, the value of these shares is expected to be delivered by the Company issuing new ordinary shares, and hence the Incentive Shares could have a dilutive effect, although the Company has the right at all times to settle such value in cash. Although the Preferred Return is currently being met, the Incentive Shares remain outside the exercising period and therefore cannot be redeemed. As a result, they have not been included in the calculation of diluted EPS.
The Company has issued two sponsor shares, the sponsor shares have no right to receive distributions and so have been ignored for the purposes of IAS 33.
| 6 months ended | 6 months ended | ||
| 31 August 2025 | 31 August 2024 | ||
| Unaudited | Unaudited | ||
| Basic | |||
| Profit/(Loss) attributable to owners of the parent (£000s) | 2,930 | 7,851 | |
| Weighted average number of ordinary shares in issue | 134,795,371 | 133,200,000 | |
| Basic profit/(loss) per ordinary share (pence) | 2.17 | 5.89 | |
| Diluted | |||
| Profit /(loss) attributable to owners of the parent (£000s) | 2,930 | 7,851 | |
| Weighted average number of ordinary shares in issue | 134,795,371 | 133,200,000 | |
| Adjustment to number of shares for warrants | 700,000 | 700,000 | |
| Adjusted weighted average shares in issue | 135,495,371 | 133,900,000 | |
| Diluted profit/(loss) per ordinary share (pence) | 2.16 | 5.86 | |
| Basic EPS on adjusted operating profit | |||
| Adjusted operating profit | 7,059 | 4,029 | |
| Weighted average number of ordinary shares in issue | 134,795,371 | 133,200,000 | |
| Basic profit/(loss) per ordinary share (pence) | 5.24 | 3.02 |
Adjusted operating profit has been calculated using the definitions in note 4 with further detail in note 5 to these financial statements.
10. INTANGIBLE ASSETS
| Goodwill | Customer relationships | Brand names | Software and IP on Acquisition | Internal Software Development | Total | |
| £000s | £000s | £000s | £000s | £000s | £000s | |
| Cost | ||||||
| At 1 March 2025 | 24,715 | 9,513 | 1,833 | 10,517 | 2,328 | 48,906 |
| Acquisitions of subsidiaries | 11,422 | 1,958 | 357 | 4,269 | - | 18,006 |
| Additions | - | - | - | - | 992 | 992 |
| At 31 August 2025 | 36,137 | 11,471 | 2,190 | 14,786 | 3,320 | 67,904 |
| Accumulated amortisation | ||||||
| At 1 March 2025 | - | 1,444 | 530 | 2,601 | 211 | 4,786 |
| Amortisation | - | 539 | 201 | 1,103 | 233 | 2,076 |
| At 31 August 2025 | - | 1,983 | 731 | 3,704 | 444 | 6,862 |
| Carrying amount | ||||||
| At 1 March 2025 | 24,715 | 8,069 | 1,303 | 7,916 | 2,117 | 44,120 |
| At 31 August 2025 | 36,137 | 9,488 | 1,459 | 11,082 | 2,876 | 61,042 |
11. SUBSIDIARIES AND INVESTMENTS
Principal subsidiary undertakings of the Company
The Company directly owns the whole of the issued ordinary share capital of its subsidiary undertaking. Details of the Company's subsidiary are presented below:
| Subsidiary | Nature of business | Country of incorporation | Proportion of ordinary shares held by parent | Proportion of ordinary shares held by the Company |
| MAC I (BVI) Limited | Incentive vehicle | BVI | 100% | 100% |
The registered office of MAC I (BVI) Limited Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands VG1110.
Details of the indirectly held subsidiaries are presented below:
| Subsidiary | Nature of business | Country of incorporation | Proportion of ordinary shares held by the Group |
| ADV Holding Group Limited | Holding company | England and Wales | 100% |
| ADV Finance Holding Limited | Holding company | England and Wales | 100% |
| ADV People Holding Limited | Holding company | England and Wales | 100% |
| GOSS Technology Group Limited | Holding company | England and Wales | 100% |
| ADV US Inc. | Holding company | USA | 100% |
| Integrated Business Software and Solutions Limited (1) | Trading company | England and Wales | 100% |
| CHKS Limited ("CHKS") | Trading company | England and Wales | 100% |
| Retain International Software Limited (2) | Trading company | England and Wales | 100% |
| Workforce Management Software Limited ("WFM") | Trading company | England and Wales | 100% |
| Celaton Limited ("inSTREAM") | Trading company | England and Wales | 100% |
| GOSS Interactive Limited | Trading company | England and Wales | 100% |
| HFX Limited | Trading company | England and Wales | 100% |
| IB Software and Solutions (Ireland) Limited (1) | Trading company | Ireland | 100% |
| Retain International Software USA Limited (2) | Trading company | USA | 100% |
| ADVT Software India Private Limited | Trading company | India | 100% |
(1) Integrated Business Software and Solutions Limited and IB Software and Solutions Limited together ("IBSS").
(2) Retain International Software Limited and Retain International Software USA Limited together ("Retain").
The Group acquired 100% of the equity interest in HFX Limited on 13 May 2025 and 100% of the equity interests in GOSS Technology Limited (with a 100% owned subsidiary GOSS Interactive Limited) on 29 May 2025. Details of the acquisitions are disclosed in note 17.
ADVT Software India Private Limited have a year end of 31 March to align with local requirements. HFX Limited, GOSS Technology Limited and GOSS Interactive Limited year ends are 30 June. For the preparation of Group accounts, the year end of all the subsidiaries is intended to align with Group's year end of 28 February.
Financial assets of the Company
The Company directly owns equity investments (Level 1) for which the Company has not elected to recognise fair value gains and losses through Other Comprehensive Income.
The following gains/(losses) were recognised in profit or loss:
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Level 1 Financial assets at fair value through profit or loss (FVTPL) opening fair value | 21,000 | 20,820 | |
| Fair value gains/(losses) on equity investments at FVTPL recognised in other gains/(losses) | (1,800) | 180 | |
| Closing fair value | 19,200 | 21,000 |
There were no transfers between levels for fair value measurements during the year. The Company's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.
a) Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.
b) Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
c) Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.
There are no restrictions on the Group's ability to access or use any of its assets to settle the liabilities of the Group.
- TRADE AND OTHER RECEIVABLES
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Amounts receivable within in one year: | |||
| Trade receivables | 5,433 | 10,261 | |
| Prepayments | 1,073 | 848 | |
| Accrued income | 2,010 | 1,138 | |
| Other receivables | 280 | 355 | |
| 8,796 | 12,602 |
There is no material difference between the book value and the fair value of the receivables. Receivables are considered to be past due once they have passed their contracted due date.
13. CASH AND CASH EQUIVALENTS
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Cash and cash equivalents | |||
| Cash at bank | 44,413 | 28,661 | |
| Deposits on call | 52,541 | 59,849 | |
| 96,954 | 88,510 |
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions.
14. TRADE AND OTHER PAYABLES
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Amounts falling due within one year: | |||
| Trade payables | 1,019 | 1,563 | |
| Taxes and Social Security | 2,338 | 632 | |
| Accruals | 4,390 | 3,819 | |
| Lease Liabilities | 129 | - | |
| Other payables | 62 | - | |
| A ordinary share liability | 116 | 116 | |
| 8,054 | 6,130 |
There is no material difference between the book value and the fair value of the trade and other payables.
15. CONTRACT LIABILITIES
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Contractual Liabilities up to 1 year | 18,515 | 13,872 | |
| Contractual Liabilities over 1 year | 297 | 475 | |
| 18,812 | 14,347 |
The contract liabilities balance relates to revenue from contracts with customers.
16. PROVISIONS
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Opening balance | 1,672 | 2,042 | |
| Acquired with subsidiaries | 420 | - | |
| Utilised | - | (370) | |
| Closing balance | 2,092 | 1,672 |
The opening provision was recognised upon acquisition for certain contracts with customers of IBSS, for which the unavoidable costs of meeting the obligations, relating to hosting costs at a data centre, exceed the economic benefits expected to be received. The acquired balance has been recognised upon the acquisitions of HFX and GOSS, representing provisions for property dilapidations. It is anticipated that a majority of the costs will be incurred over the next one to two financial years. No reimbursement is expected.
17. ACQUISITIONS
In the Interim Period, the Group acquired 100% of the equity interests in HFX Limited, GOSS Technology Group Limited. Outlined below is a summary of the consideration paid, the provisional fair value of acquired intangible assets, the provisional fair value of other acquired assets and liabilities assumed at the acquisition date and the resulting goodwill for each entity acquired, subject to the finalisation of the purchase price allocation report.
The following table summarises the consideration paid for acquisitions, the fair value of assets acquired and liabilities assumed at the acquisition date.
| HFX | GOSS | Total | |
| Fair value | Fair value | Fair value | |
| £000s | £000s | £000s | |
| Consideration | |||
| Total consideration | 5,620 | 13,507 | 19,127 |
| Cash and cash equivalents acquired | 630 | 6,071 | 6,701 |
| Net of Cash | 4,990 | 7,436 | 12,426 |
| PPE: Computer equipment | 256 | 70 | 326 |
| Trade and other receivables | 806 | 582 | 1,388 |
| Trade and other payables | (910) | (1,252) | (2,162) |
| Contractual Liabilities | (1,054) | (2,465) | (3,519) |
| Tax liability on intangibles | (226) | (967) | (1,193) |
| Provision | (50) | (370) | (420) |
| Customer relationships identified on acquisition | 769 | 1,189 | 1,958 |
| Software and intellectual property identified on acquisition | 1,812 | 2,457 | 4,269 |
| Brand name identified on acquisition | 134 | 223 | 357 |
| Total identifiable net assets | 1,537 | (533) | 1,004 |
| Goodwill | 3,453 | 7,969 | 11,422 |
| 4,990 | 7,436 | 12,426 | |
| Amortisation period | |||
| Customer relationships | 8 years | 10 years | |
| Software and IP on acquisition | 5 years | 5 years | |
| Brand name identified | 5 years | 5 years |
Acquisition related costs of £0.3m has been charged to the statement of comprehensive income within administration expenses in the six months to 31st August 2025 (2024: £0.1m).
On 13 May 2025, the Group acquired 100% of the share capital of HFX Limited for an equity value of £5.6m. The acquisition is financed through a combination of the Group's own cash resources of £5.0m and £0.6m of cash held by HFX Limited at the time of acquisition. A portion of the consideration, totalling to £2.3m, is payable as deferred consideration, £0.47m paid in September 2025 as part of completion accounts and two instalments of £1.0m due on the first two anniversaries of the acquisition. The two remaining instalments have been recognised at its present value of £1.84m in accordance with IFRS 3.
HFX Limited is a cloud-based workforce management software solution that helps manage the customers workforce more efficiently. The software is used for optimising staffing level, improve operational performance and support flexible working arrangement.
On 29 May 2025, the Group acquired 100% of the share capital of GOSS Technology Group Limited for a total equity value of £13.5m. Part of the consideration, amounting to £6.1m, was funded by the cash held by GOSS Technology Group Limited at the acquisition date. An amount of £5.0m of the total consideration was satisfied through the issuance of shares in the Company. The net cash outflow of the Group with respect to the acquisition was £2.4m.
GOSS Technology Group Limited is a UK-based software company that specialises in providing digital platforms and solutions to help public sector organisations achieve digital transformation. The platform enables customers to create and manage websites and online services, automate business processes and enhance self-service capabilities for citizens.
Goodwill has been recognised as it reflects the anticipated future economic benefits arising from factors such as: going concern value, excess earnings capacity, brand reputation and recognition, proprietary technologies, a strong and loyal customer base, employee expertise, the company's social impact, operational stability, and synergistic advantages that do not meet the criteria for separate recognition as intangible assets. None of the recognised goodwill is expected to be deductible for tax purposes.
Following the acquisitions, HFX Limited contributed £0.9m in revenue and £0.01m in profit before tax attributable to equity holders of the parent, for the period from the acquisition date to the balance sheet date. GOSS Technology Group Limited contributed £1.5m in revenue and £0.24m in profit before tax attributable to equity holders of the parent, over the same period.
18. EQUITY AND RESERVES
| Authorised | |||
| Unlimited ordinary shares of no par value | |||
| Unlimited A shares of no par value | |||
| 100 sponsor shares of no par value | |||
| Stated Capital | Stated Capital | ||
| As at | As at | ||
| 31 August 2025 | 28 February 2025 | ||
| Unaudited | Audited | ||
| £000s | £000s | ||
| Issued | |||
| Ordinary shares of no par value (2025: 136,425,806, 2024: 133,200,000) |
136,166 | 131,166 | |
| Sponsor shares of no par value (2025: 2, 2024: 2) |
- | - | |
| Reserves | |||
| Warrant reserve | 98 | 98 | |
| Warrant cancellation reserve | 350 | 350 | |
| Share-based payment reserve | 637 | 582 |
19. RELATED PARTY TRANSACTIONS
Transactions between Group undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Directors: Vin Murria, Gavin Hugill and Karen Chandler have beneficial interests in the Incentive Shares issued by the Company's subsidiary
Antoinette Vanderpuije (the Company Secretary) is a partner of Marwyn Capital and beneficially interested in the Marwyn shareholding and an indirect beneficiary of the Long-Term Incentive Plan.
Details of their respective interests can be found in the Company's annual financial statements to 28 February 2025, there have been no changes to these interests in the period.
20. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 August 2025 that requires disclosure or adjustment in these Condensed Consolidated Interim Financial Statements.
21. POST BALANCE SHEET EVENTS
No other matter or circumstance has arisen since 31 August 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs as at the date of this report.
Advisors
| Nominated Adviser and Broker Singer Capital Markets Advisory LLP One Bartholomew Lane London EC2N 2AX |
Company Secretary Antoinette Vanderpuije 11 Buckingham Street London WC2N 6DF |
| Registrar MUFG Corporate Markets (Guernsey) Limited Mont Crevelt House, Bulwer Avenue St Sampson, Guernsey GY2 4LH |
Registered Agent and Assistant Company Secretary Conyers Corporate Services (BVI) Limited Commerce House, Wickhams Cay 1 Road Town, VG1110 Tortola, British Virgin Islands |
| Depository MUFG Corporate Markets Trustees (UK) Limited Central Square, 29 Wellington Street, Leeds, LS1 4DL |
Solicitors to the Company (as to English law) Akin Gump LLP 10 Bishops Square 8th Floor London, El 6EG United Kingdom |
| Auditor Baker Tilly Channel Islands Limited 2nd Floor, Lime Grove House Green Street St Helier Jersey JE2 4UB |
Solicitors to the Company (as to BVI Law) Conyers Dill & Pearman Commerce House, Wickhams Cay 1 Road Town, VG1110 Tortola, British Virgin Islands |
| UK establishment address 11 Buckingham Street London WC2N 6DF |
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