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REG - Accesso Technology - Final Results

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RNS Number : 5385Y  Accesso Technology Group PLC  30 March 2026

30 March 2026

accesso® Technology Group plc

("accesso" or the "Group")

RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025

accesso Technology Group plc (AIM: ACSO), the premier technology solutions
provider for attractions and venues worldwide, today announces results for the
year ended 31 December 2025 ('2025').

 

Commenting on the results, Steve Brown, Chief Executive Officer of accesso,
said:

 

"2025 was another year of heightened uncertainty across the global economy.
Consumer behaviour was constrained and discretionary spending was uneven. This
drove transactional volatility and increased pressure on our customers'
revenue streams.

Against this backdrop, accesso still delivered strong strategic and
operational progress. We strengthened our commercial execution, advanced our
platform capabilities, improved operational efficiency, and maintained
profitability, all while continuing to invest deliberately to position the
Group for its next phase of growth.

We delivered a significant increase in new customer wins, expanded adoption of
our SaaS solutions and built strong pipeline momentum, reinforcing the
underlying strength of our platform and reflecting the continued demand for
accesso's products.

We also continued to prioritise shareholder returns, particularly in view of
our share price dynamics, purchasing $15.9m (£11.9m) of our shares by way of
on-market share buybacks as well as conducting a $20.0m (£14.5m) tender offer
post year end. We continue to be strong believers in the robustness of our
business and its potential.

Ultimately, accesso is built to adapt and evolve. Our platform, people and
strategy position us well to navigate near-term variability and to
re-accelerate growth as market conditions normalise. The acquisition of
Dexibit reinforces this, adding AI capabilities and analytics that strengthen
our ecosystem and position us to shape how the attractions industry operates
in the years ahead

I am also today confirming my intention to step down as Chief Executive
Officer of accesso following an organised transition. It has been a privilege
to lead this business through a period in which we have grown from a small
team serving a handful of venues to an organisation of more than 600 people
serving customers across 31 countries. As a Board we have been planning this
succession for some time and in January last year, Lee Cowie joined as Chief
Operating Officer with the clear intention that he would, in due course,
assume the role of CEO. Having worked with Lee for the last year as a
colleague and for many years as a customer, I have total confidence in his
ability to lead accesso forward. His deep understanding of our end markets,
our customers and our technology, combined with the meaningful impact he has
already had since joining as Chief Operating Officer, make him the right
person to take accesso into its next chapter".

Commenting on the succession plan, Bill Russell, Non-Executive Chairman of
accesso, said:

"On behalf of the Board, I want to express our sincere gratitude to Steve
Brown for his significant contribution to accesso. Steve has led this business
with conviction and ambition, building it from a single product into the
diversified global technology platform it is today. His legacy is a strong
foundation on which we will continue to build. We thank him for his years of
dedication and wish him every success.

The appointment of Lee Cowie as Chief Operating Officer in 2025 was the first
step in a planned succession, and it is the Board's intention that Lee will
assume the role of Chief Executive Officer with effect from 1 May 2026. We are
confident he is the right leader to take accesso into its next chapter".

2025 Highlights

Financial highlights

 

                                                                            2025         2024              Vs 2024

(Restated)*
                                                                            $000         $000              %
 Revenue                                                                    155,105      152,291           1.8%
 Revenue excluding disposal of Brazil subsidiary, B2C exit, prior period    155,105      149,460           3.8%
 one-off hardware sale ((5))
 Revenue - constant currency ((4))                                          153,646      152,291           0.9%
 Cash EBITDA ((1))                                                          23,019       22,831            0.8%
 Statutory profit before tax*                                               14,321       10,398            37.7%
 Net cash ((2))                                                             30,498       28,716            6.2%
 Adjusted basic EPS (cents) ((3))                                           44.26        38.39             15.3%
 Basic earnings per share (cents)*                                          27.96        19.21             45.5%

 

*Statutory profit before tax and basic earnings per share have been restated
in the comparative period following a prior year adjustment to share-based
payments. See details in note 16.

 

Footnotes:

(1) Cash EBITDA: operating profit before the deduction of amortisation,
depreciation, acquisition, integration and disposal costs, and costs related
to share-based payments less capitalised development costs (see reconciliation
in the financial review).

(2) Net cash is calculated as cash and cash equivalents less borrowings.

(3) Adjusted basic earnings per share is calculated after adjusting operating
profit for impairment of intangible assets, amortisation on acquired
intangibles, acquisition, integration and disposal costs and share-based
payments, net of tax at the effective rate for the period on the taxable
adjusted items (as detailed in note 11).

(4) Revenue metrics for the period ended 31 December 2025 have been prepared
on a constant currency basis with the period ended 31 December 2024 to assist
with assessing the underlying performance of the revenue streams. Average
monthly rates for 2024 were used to translate the monthly 2025 results into a
constant currency using the range of currencies as set out below:

 

a. GBP sterling - $1.25 - $1.32

b. Euro - $1.05 - $1.11

c. Canadian dollars - $0.70 - $0.75

d. Australian dollars - $0.63 - $0.68

e. Mexican pesos - $0.05 - $0.06

f. Singapore dollars - $0.74 - $0.77

g. United Arab Emirates dirham - $0.27 - $0.27

(5) The Group exited its B2C business, From the Box Office, in May 2024; the
figures presented exclude the revenues generated from this business in 2024
($0.3m). The Group also sold its Brazilian subsidiary in early January 2025;
the figures presented exclude revenues generated from this business in 2025
($nil) and 2024 ($0.5m). Further, in 2024, the Group made a sale of $1.8m of
accesso Prism(SM) hardware to a large blue-chip customer. These sales should
not be expected to repeat in subsequent years.

Performance highlights

 ·             Strong commercial execution and increased win quality: The Group delivered 43
               new venue wins during 2025, up from 30 in the prior year, with 11 of these
               taking a combination of products (2024: 7). This reflects sharper commercial
               focus, refreshed leadership and a more disciplined go-to-market strategy.
               Importantly, win quality improved materially, with 25 venues converting to
               SaaS solutions and/or expanding relationships through additional product
               adoption, compared with 9 in the prior year. We also strengthened marketing
               capability, improved sales engagement and enhanced market positioning,
               supporting improved pipeline visibility and sustained commercial momentum
               through the year.
 ·             Continued adoption of accesso Freedom: Momentum in Freedom accelerated during
               the year with 63 venues signed, up from 11 venues at the end of the prior
               year. The product continues to perform strongly, reinforcing accesso's
               position across food and beverage, retail and guest commerce and supporting
               expansion within existing customer relationships as well as new venue wins.
 ·             Transactional performance impacted by macro conditions: Transactional revenues
               softened during the peak summer months, reflecting constrained discretionary
               spending and broader macroeconomic pressure across geographies, with
               particular impact on attendance-driven solutions including ticketing and
               virtual queuing. Encouragingly, transactional volumes improved later in the
               year, with a notably strong December. The softer transactional performance was
               partially offset by strong Professional Services activity, highlighting the
               resilience and benefits of diversification of the Group's revenue model.
 ·             Virtual queuing developments reflect normal customer evolution: During the
               year one major customer discontinued accesso LoQueue® while another confirmed
               its intention to extend through 2026 on revised commercial terms and initiate
               a pilot at two additional venues. These developments reflect normal portfolio
               evolution at scale and do not detract from the broader strength of the Group's
               diversified platform or its confidence in the long-term value of its virtual
               queuing solutions and patent portfolio.
 ·             Disciplined cost management and operational efficiency, including AI
               deployment: Profitability and operating discipline remained core priorities.
               Year-end headcount reduced to 657 from 689 in the prior year, supported by
               targeted restructuring actions and ongoing focus on efficiency. In January
               2026, the Group undertook a further reduction of 45 roles, reinforcing its
               commitment to operating leverage. The increasing deployment of AI tools across
               sales, marketing and product teams contributed to productivity gains, faster
               execution and improved cost control.
 ·             AI embedded across the organisation and into our platform roadmap: The Group
               made significant progress in deploying AI capabilities both internally and as
               a product development priority. AI-assisted engineering, agentic operational
               workflows and AI-enabled product development are now established across the
               business. The Group's structural characteristics, including transaction-based
               pricing, a deterministic technology core and proprietary operational data
               across more than 1,100 venues, position it to benefit from AI-driven change in
               the sector.
 ·             Platform innovation: accesso continued to advance its platform during the
               year, delivering enhancements and function expansion across ticketing,
               eCommerce, virtual queuing, access management, mobile and analytics. Progress
               included advancement of Composable Commerce to enable greater configurability
               for customers, with a successful pilot completed during summer 2025 and
               rollout planned for accesso Paradox(SM) clients in 2026. accesso Passport®
               was also enhanced through the release of a comprehensive Open API, supporting
               custom storefronts and mobile applications.
 ·             Payment strategy advanced as key strategic opportunity: Following a
               comprehensive review during 2025, accesso entered into a strategic partnership
               with Adyen in February 2026 to provide end-to-end payment processing
               capabilities. The partnership enhances pricing transparency, reduces
               complexity for customers and creates incremental revenue opportunities,
               further strengthening the value for customers in the accesso ecosystem.
 ·             Transformational acquisition accelerating AI-led platform evolution: In March
               2026, the Group announced the acquisition of Dexibit, the only purpose-built
               AI and analytics platform for the attractions industry. A step-change in
               capability, the acquisition will rapidly embed intelligence across the Group's
               solutions and operators' third-party systems, creating an AI-powered ecosystem
               that empowers operators to make smarter, faster decisions across their entire
               business.
 ·             Planned leadership transition: During the year, Lee Cowie joined as Chief
               Operating Officer under a structured succession plan and, it is intended that
               he will join the Board and assume the role of CEO on 1 May 2026. Steve Brown
               will remain with the business for a period to support the transition, ensuring
               continuity across key customer relationships and strategic priorities. This
               planned transition strengthens leadership continuity while positioning accesso
               for its next phase of growth.
 ·             Tender offer completed post period end: Following the year end, accesso
               announced a tender offer to repurchase £14.5m ($20.0m) of its ordinary shares
               at a price of £3.00 per share. The tender offer, which was completed post
               period end and was enabled by the Group's continued balance sheet strength,
               represents a further return of capital to shareholders and underlines the
               Board's confidence in the long-term prospects of the business.
 ·             Resilient outlook into 2026: The Group has made a solid start to the year,
               with broader momentum across the business reinforcing the Board's confidence
               in the long-term strength of the Group's queuing, ticketing and guest
               management offerings. The Board is mindful of the evolving situation in the
               Middle East, where professional services milestones and licence
               implementations for customers in the region are expected to generate between
               $4.5m and $5.0m of revenue in the current year. Of this, approximately $2.5m
               relates to milestone revenue yet to be achieved through the remainder of the
               year, with the balance already delivered and pending final customer
               acceptance. Notwithstanding this uncertainty, trading in the early part of the
               year has been in line with expectations and the Board believes revenue and
               Cash EBITDA for the full year will be consistent with current market
               expectations of approximately $146m and $20.0m respectively.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 ("MAR").

 

Upon the publication of this announcement, this inside information is now
considered to be in the public domain.  The Company will be hosting a webcast
presentation for analysts at 1pm. Analysts and institutional investors can
register for the presentation using the following link:
https://sparklive.lseg.com/AccessoTechnologyGroup/events/0ac4464e-b41e-47fa-a3f0-a58c6a5901e8/accesso-full-year-results-2025
(https://sparklive.lseg.com/AccessoTechnologyGroup/events/0ac4464e-b41e-47fa-a3f0-a58c6a5901e8/accesso-full-year-results-2025)
. A copy of the presentation made to analysts will also be available for
download from the Group's website shortly after the conclusion of the meeting.

 

For further information, please contact:

 

 accesso Technology Group                                                                                                                                                                              +44 (0)118 934 7400
 plc

 Steve Brown, Chief Executive Officer

 Matthew Boyle, Chief Financial Officer

 Deutsche Numis (Nominated Adviser and Sole                                                                                                                                                            +44 (0)20 7260 1000
 Broker)

 Joshua Hughes, Iqra Amin

 DGA Group (Financial Public Relations)                                                                                                                                                                +44 (0)20 7550 9225

 Adam Davidson, Corbin Ellington

 

About accesso Technology Group plc

 

At accesso, we believe technology has the power to redefine the guest
experience. Our patented and award-winning solutions drive increased revenue
for attraction operators while improving the guest experience. Currently
serving over 1,100 clients in 31 countries around the globe, accesso's
solutions help our clients streamline operations, generate increased revenues,
improve guest satisfaction and harness the power of data to facilitate
business and marketing decisions.

 

accesso stands as the leading technology provider of choice for tomorrow's
attractions, venues and institutions. To stay ahead, we invest heavily in
research and development because our industries demand it, our clients benefit
from it and it makes a positive impact on the guest experience. Our innovative
technology solutions allow venues to increase the volume and range of on-site
spending and to drive increased transaction-based revenue through cutting edge
ticketing, point-of-sale, virtual queuing, distribution and experience
management software.

 

Many of our team members have direct, hands-on experience working in the
venues we serve. In this way, we are experienced operators who run a
technology company serving attractions operators, versus a technology company
that happens to serve the market. From our agile development team to our
dedicated client service specialists, every team member knows that their
passion, integrity, commitment, teamwork and innovation are what drive our
success.

 

accesso is a public company, listed on AIM: a market operated by the London
Stock Exchange. For more information visit www.accesso.com
(https://www.accesso.com/) . Follow accesso on X
(https://x.com/accessotech) , LinkedIn
(https://www.linkedin.com/company/accesso)  and Facebook
(https://www.facebook.com/accessoTechnologyGroup/) .

 

Chief Executive's review

 

2025 was a year in which accesso continued to demonstrate its resilience,
adaptability and commitment to supporting customers through this ongoing
period of heightened uncertainty. We saw transactional volatility, pressure on
discretionary spending and shifting customer behaviour patterns which created
an uneven and at times challenging environment. Heightened focus on near-term
profitability and potential AI-driven disruption also added complexity to
customer investment decisions. Against this backdrop, accesso pressed ahead.
We introduced a new commercial strategy that delivered immediate momentum,
continued to advance our technology platform and placed renewed emphasis on
operational excellence, all while maintaining strong profit and cash flow
generation. Our actions during the year reinforced the resilience of our
diversified business model and the relevance of our solutions for customers
navigating similarly challenging conditions.

The Group's balance sheet remains a key strategic asset. We ended the year
with $30.5m of net cash, providing the flexibility to allocate capital with
discipline and conviction. During 2025, we returned approximately 7% of issued
share capital through two buyback programmes totalling $15.9m (£11.9m), and
in early 2026 completed a further $20.0m (£14.5m) tender offer, reflecting
the Board's clear view that the shares were meaningfully undervalued. At the
same time, we remain open minded about how best to deploy capital beyond
direct returns to shareholders. The acquisition of Dexibit, completed post
year end, is a deliberate investment in analytics and AI capability that
strengthens our ecosystem and aligns with our long-term strategy. This
combination of disciplined returns and targeted investment reflects our
approach to capital allocation: return value directly when the opportunity is
compelling, and invest to create value over the longer-term when the strategic
case is clear.

Strong commercial execution and increased win momentum and quality of wins

Improving commercial execution was a clear priority entering 2025, and it
became a defining strength of the year. The Group delivered 43 new venue wins,
up from 30 in the prior year, reflecting sharper focus, improved execution and
a more disciplined go-to-market approach. Importantly, the quality of those
wins also improved, with 25 venues converting to SaaS solutions and/or
expanding relationships through the adoption of additional products, compared
with 9 in the prior year.

This momentum was driven by refreshed commercial leadership, stronger sales
engagement and an expanded marketing function. Early benefits from our updated
website and refined market positioning translated into improved engagement and
opportunity flow, strengthening pipeline visibility as the year progressed and
supporting confidence in continued commercial momentum.

Transactional performance impacted by macro conditions

Transactional revenues softened during peak summer months, reflecting
constrained discretionary spending and broader macroeconomic pressure across
multiple geographies. This was particularly evident in attendance-driven
solutions, where operators were slow in some cases to adjust pricing and
product strategies in response to changing demand. Encouragingly,
transactional volumes stabilised later in the year, with a December well ahead
of our expectations. Softer transactional performance during the year was
partially offset by strong Professional Services activity, reinforcing the
resilience and diversification of the Group's revenue base.

Continued adoption of the accesso Freedom Restaurant and Retail proposition

Strong momentum in Freedom accelerated during 2025, reflecting growing
customer demand for flexible, cloud-native eCommerce solutions. By year end,
63 venues were signed to go live on the product, up from 11 venues at the end
of the prior year.

Freedom continues to perform strongly as both a lead product and a cross-sell
solution, reinforcing the Group's position across food and beverage, retail
and guest commerce. Freedom is successfully expanding existing customer
relationships and winning new venues as both a lead product and a cross-sell -
with contracted venues more than doubling year-on-year.

Keeping perspective on virtual queuing

During the year, attention became disproportionately focused on accesso's
virtual queuing offerings, particularly one customer's use of accesso LoQueue.
In July 2025 we announced that this deployment was not expected to continue
beyond year end. Meanwhile, the customer has subsequently confirmed its
intention to extend use through 2026 on revised commercial terms, alongside a
pilot at two additional venues. This reversal reflects the strength of the
underlying technology, not a concession. At the same time, another major
customer indicated plans to discontinue the solution. While customer decisions
are inevitable at our scale, one discontinuation is not a verdict on the
technology. It should not detract from the breadth, strength and
diversification of the wider business.

We are confident in the quality of the accesso LoQueue solution, which
benefits from 25 years of fine-tuning that no alternative comes close to
replicating. Furthermore, we maintain a wide range of virtual queuing patents
for specific functionality needed to maximise the solution's effectiveness at
scale. In 2025, we validated the strength of our intellectual property and
defended our position by successfully challenging a patent filed by a major
operator. As the model has evolved from a hardware centric solution to a fully
mobile-based product, our commercial model is evolving in ways that can
increase adoption over time.

Disciplined cost management and AI-driven operational efficiency

During the year we continued to drive profitability and operational discipline
as central priorities. Management focused on careful prioritisation of
initiatives, disciplined headcount management and aligning resources with
long-term strategic objectives, ensuring the cost base remained appropriate in
a variable trading environment. Year-end headcount reduced to 657 from 689 in
the prior year, and a targeted workforce reduction programme implemented in
January resulted in a further reduction of 45 roles.

Alongside these structural actions, the Group increasingly deployed AI-enabled
tools to improve efficiency across the organisation. These tools supported
productivity gains across sales, marketing and product teams, including
accelerating proposal development, enhancing content creation and enabling
AI-assisted UI and UX design. Together, these initiatives contributed to
improved operational efficiency and cost control. The continued adoption of AI
across the Group is expected to further enhance our ability to move at pace to
deliver for customers in a cost-efficient manner.

Overall, the Group made strong progress embedding AI across its operations
during 2025, with momentum continuing into 2026. Our approach has been
disciplined and practical, focusing on areas where AI delivers measurable
productivity and quality improvements while strengthening our capability to
embed AI into our products and platform.

Across engineering, product and operations, AI-assisted workflows are now well
established, supporting faster delivery, improved accuracy and more effective
use of resources. Early adoption has delivered meaningful time savings,
enhanced output quality and enabled teams to operate at higher velocity
without increasing headcount. AI adoption is a strategic priority and a
structural advantage for the Group. Beyond efficiency gains, it is building
the organisational capability required to accelerate innovation, improve
decision-making and support long-term growth.

Platform innovation and product advancement

Innovation at accesso is continuous and spans every product in the portfolio.
Throughout the year, teams delivered a steady cadence of enhancements,
performance improvements and functional expansion across our product set.
These included ticketing, commerce, virtual queuing, access management, mobile
and analytics. Our continuous shipping schedule ensures customers benefit from
modern, secure and scalable technology aligned with evolving operational and
consumer expectations.

Critically, the Group made notable progress on Composable Commerce, the next
evolution of our eCommerce platform, enabling significantly greater
configurability and flexibility for customers without the need for bespoke
programming. A successful pilot was completed during summer 2025, providing a
strong foundation for rollout to accesso Paradox clients from 2026. In
addition, accesso Passport was enhanced through the release of a comprehensive
open API, enabling customers to support custom storefronts and mobile
applications.

Payments strategy evolved

The Group's evolved approach to payments represented a major strategic focus
during the year. Following a comprehensive review of provider options, we
announced a major agreement to enter into a partnership with Adyen in early
2026. This will see accesso offer end-to-end payment processing aligned with
leading commerce platforms.

By leveraging the scale of the Group's transaction volumes, this partnership
enables customers to benefit from enhanced pricing, reduced complexity and a
more seamless payments experience. For accesso, payments represent a material
evolution of our role within customers' commerce ecosystems - moving from
gateway to processor, where the real margin opportunity lies. This creates a
capital-light incremental revenue stream while further expanding the value
accesso delivers within customers' core operational workflows. Customers
retain full flexibility to use alternative payment providers, and we are
confident the strength of our offering - competitive rates, reduced complexity
and deep platform integration - will make accesso the most compelling choice.

Acquiring Dexibit: intelligence at the heart of the ecosystem

In March 2026, we completed the acquisition of Dexibit, the only purpose-built
AI and analytics platform for the attractions industry. This is not an
incremental step. It is a step-change, acquiring a capability built over years
that no competitor can replicate quickly, if at all.

Dexibit brings more than 100 integrations with the major operating systems
used across the attractions industry, over 1,000 pre-built visualisations, and
years of cross-vendor historical data spanning ticketing, staffing, weather,
local events, and visitor behaviour. The depth of domain-specific context
training, the breadth of integration across the industry's fragmented
technology landscape, and the historical pattern recognition that only
accumulates with time and scale represent years of purposeful development
acquired in a single move.

The acquisition establishes accesso Intelligence, which will empower operators
to make smarter, faster decisions across their entire business. It will apply
within accesso's own solutions and across the third-party systems they rely on
every day. Through conversational AI, predictive forecasting and
cross-platform data integration, an operations manager can ask why last
weekend underperformed and get an answer that synthesises attendance,
staffing, weather, and guest feedback automatically. Intelligence for the
people running the venue, not just data specialists.

Venue operators typically lack the scale or in-house expertise to build an
enterprise-wide intelligence capability on their own. Yet without the right
solution, they risk missing significant optimisation opportunities as AI
reshapes how businesses operate. While others in our industry are introducing
basic AI features within their individual products, we asked a more
fundamental question: how do we help our clients optimise their entire
operation, holistically, across every system they use.

accesso Intelligence answers that question. It does not simply report on what
happened. It generates insight that will inform the operational systems that
act on it. For example, as we integrate accesso Intelligence across the
ecosystem, dynamic pricing could be determined by drawing on weather
forecasts, school calendars, and visitor sentiment - not just booking patterns
- with the resulting pricing fed directly into our ticketing, virtual queuing,
and retail solutions. The power is in connecting the operator's full
environment into a single intelligence layer that drives better decision
making: external data sources, third-party systems, and accesso's own
platform. Already proven across more than 100 external integrations, we now
have the foundation to advance through these stages rapidly rather than
spending years building one.

We will of course also continue to embed AI into our individual products as
part of their natural evolution. But this acquisition represents something
larger: a cross-platform intelligence capability that sits above any single
product and strengthens the entire ecosystem. As a provider of
mission-critical systems of record with deep domain expertise and
transaction-based revenue, AI reinforces accesso's position and deepens the
Group's strategic relevance to its clients. Dexibit already serves some of the
world's most recognised cultural and entertainment institutions, and its
capabilities have been validated across a demanding and diverse client base.
This acquisition is central to where we are taking accesso.

Planned leadership transition

During 2025, the Group initiated a structured and long-term leadership
succession plan. In January of last year, Lee Cowie joined accesso as Chief
Operating Officer with the clear intention that he would, in due course,
assume the role of CEO. The Board's succession plan enables a structured and
well-executed handover, ensuring leadership continuity while positioning the
business for its next phase of growth.

The intention is, effective 1 May 2026, Lee will join the Board and assume the
role of CEO. I will remain with the business for a period to support the
transition, ensuring continuity across key customer relationships and other
areas where my involvement adds value.

Having worked with Lee for many years - first as a client, and now as part of
accesso - I have total confidence in his ability to lead accesso forward. His
keen understanding of our end markets, our technology, international operators
and his proven ability to lead a large, high-performing team make him the
right person to take accesso into its next chapter.

Over the past year, Lee has worked across all areas of the business, engaging
deeply with our teams, customers and operations while making meaningful
contributions to performance and strategic execution. He has been particularly
impactful on our AI strategy and operational transformation. Our deliberate
approach has ensured he is fully prepared to lead the organisation as CEO.

I could not be more proud of the leadership team and all they have
accomplished. Together, we have built accesso into the market-leading
technology provider it is today, with operations around the world, more than
1,100 venues, and a full portfolio of leading technology. accesso is all about
innovation and constantly evolving, and Lee will do an outstanding job leading
the business forward with that mindset.

Outlook

Looking ahead, while near-term market conditions may remain variable, accesso
enters 2026 with a strengthened commercial engine, a more flexible and
scalable platform, disciplined operational foundations and a clear strategic
direction.

The broader conversation about AI and its impact on software businesses is one
we welcome. Our revenue model is transaction-based and aligned with customer
outcomes. Our platform holds proprietary operational data that no AI model can
replicate. We are actively embedding AI into our products and operations, not
as a defensive response, but because it makes our platform more valuable to
the customers and industries we serve. We are confident that AI will be a
catalyst for accesso's growth, not a threat.

The Group has made a solid start to the year, with broader momentum across the
business reinforcing our confidence in the long-term strength of the Group's
queuing, ticketing and guest management offerings. We are mindful of the
evolving situation in the Middle East, where professional services milestones
and licence implementations for customers in the region are expected to
generate between $4.5m and $5.0m of revenue in the current year. Of this,
approximately $2.5m relates to milestone revenue yet to be achieved through
the remainder of the year, with the balance already delivered and pending
final customer acceptance. Notwithstanding this uncertainty, trading in the
early part of the year has been in line with expectations and the Board
believes revenue and Cash EBITDA for the full year will be consistent with
current market expectations of approximately $146m and $20.0m respectively.

Overall, we remain confident in the Group's ability to adapt, execute and
deliver sustainable growth over the medium term.

Steve Brown

Chief Executive Officer

28 March 2026

Financial review

Matthew Boyle

Chief Financial Officer

"In 2025, accesso delivered resilient results despite softer attendance in
certain verticals, growing revenue 1.8% to $155.1m and maintaining strong
repeatable revenue. Gross profit increased with a favourable revenue mix,
while disciplined cost control helped offset inflationary pressures on
overheads, resulting in stable EBITDA margins. We strengthened our leadership
team, continued targeted investment in our platform and people, and ended the
year with a strong balance sheet, positioning the Group well for 2026."

 

 Revenue $000                      2025   $155,105  Group revenue increased 1.8% to $155.1m (2024: $152.3m), demonstrating

                                                  resilience despite softer attendance volumes across several verticals. Growth
                                                    in Ticketing and Distribution (+4.2%) and Professional Services (+15.4%)
                                                    offset declines in Guest Experience (-9.9%), which reflected lower virtual
                                                    queuing volumes and the non-repeat of prior year hardware sales. Repeatable
                                                    revenue remained strong at 84.6% (2024: 85.5%) of total revenue.
                                   2024   $152,291
 Cash EBITDA (1) $000              2025   $23,019   Cash EBITDA increased 0.8% to $23.0m (2024: $22.8m), with margin broadly

                                                  stable at 14.8% (2024: 15.0%).

                                                    Gross profit increased 2.3% to $121.8m, with margin improving to 78.5% (2024:
                                                    78.1%), primarily reflecting a favourable revenue mix shift towards
                                                    higher-margin Ticketing revenue and lower hardware sales within Guest
                                                    Experience.

                                                    Underlying administrative expenditure increased 2.5% to $99.5m (2024: $97.0m),
                                                    driven predominantly by staffing costs and inflationary pressures, partially
                                                    offset by headcount discipline and cost management actions. The increase in
                                                    gross profit broadly offset higher overheads, resulting in stable overall
                                                    EBITDA margins year-on-year.
                                   2024   $22,831
 Statutory profit before tax $000  2025   $14,321   Statutory profit before tax increased 37.7% to $14.3m (2024: $10.4m). While

                                                  the higher gross profit was offset by underlying administrative expenses as
 (Restated)*                                        explained above, the increase in statutory profits was driven by reduced
                                                    amortisation, share-based payment charges and net interest expense.
                                   2024*  $10,398
 Net cash (2) $000                 2025   $30,498   Net cash increased to $30.5m at 31 December 2025 (2024: $28.7m), supported by
                                                    operating cash generation. During the year, the Group deployed $15.9m to
                                                    repurchase and cancel shares and invested $4.0m in intellectual property,
                                                    while maintaining access to its $40.0m revolving credit facility.
                                   2024   $28,716
 Adjusted basic EPS (cents) (3)    2025   44.26     Adjusted basic earnings per share of 44.26 and basic earnings per share of
                                                    27.96 increased by 15.3% and 45.5% respectively.

                                                    As with our Cash EBITDA margin, we look forward to both adjusted and basic
                                                    earnings per share increasing as our existing operational cost base is
                                                    leveraged to deliver revenue growth.
                                   2024   38.39
 Basic earnings per share (cents)  2025   27.96

(Restated)*
                                   2024*  19.21

 

*Statutory profit before tax and basic earnings per share have been restated
in the comparative period following a prior year adjustment to share-based
payments. See details in note 16.

 

Footnotes:

(1) Cash EBITDA: operating profit before the deduction of amortisation,
depreciation, acquisition, integration and disposal costs, and costs related
to share-based payments less capitalised development costs.

(2) Net cash is calculated as cash and cash equivalents less borrowings.

(3) Adjusted basic earnings per share is calculated after adjusting operating
profit for impairment of intangible assets, amortisation on acquired
intangibles, acquisition, integration and disposal expenses and share-based
payments, net of tax at the effective rate for the period on the taxable
adjusted items (as detailed in note 11).

 

Key performance indicators and alternative performance measures

The Board continues to utilise consistent alternative performance measures
(APMs) internally and in evaluating and presenting the results of the
business. The Board views these APMs as representative of the Group's
underlying performance.

The historic strategy of enhancing accesso's technology offerings via
acquisitions, as well as an all-employee share option arrangement, necessitate
adjustments to statutory metrics to remove certain items which the Board does
not believe are reflective of the underlying business.

 

By consistently making these adjustments, the Group provides a better
period-to-period comparison and is more readily comparable against businesses
that do not have the same acquisition history and equity award policy.

 

APMs include Cash EBITDA, Adjusted basic EPS, net cash, underlying
administrative expenditure and repeatable and non-repeatable revenue analysis
and are defined as follows:

 

·   Cash EBITDA is defined as operating profit before the deduction of
amortisation, impairment of intangible assets, depreciation, acquisition,
integration and disposal costs, and costs related to share-based payments less
capitalised internal development costs;

·   Adjusted basic earnings per share is calculated after adjusting
operating profit for impairment of intangible assets, amortisation on acquired
intangibles, acquisition, integration and disposal-related costs and
share-based payments, net of tax at the effective rate for the period on the
taxable adjusted items (see note 11);

·     Net cash is defined as available cash less borrowings. Lease
liabilities are excluded from borrowings on the basis they do not represent a
cash drawing;

·   Underlying administrative expenses are administrative expenses adjusted
to add back the cost of capitalised development expenditure and property lease
payments and remove amortisation, impairment of intangible assets,
depreciation, acquisition costs, and costs related to share-based payments.
This measure is to identify and trend the underlying administrative cost
before these items;

·     Repeatable revenue consists of transactional revenue from Virtual
Queuing, Ticketing, eCommerce and Distribution and is defined as revenue
earned as either a fixed amount per sale of an item, such as a ticket sold by
a customer or as a percentage of revenue generated by a venue operator.
Normally, this revenue is repeatable where a multi-year agreement exists and
purchasing patterns by venue guests do not significantly change. Other
repeatable revenue is defined as revenue, excluding transactional revenue,
that is expected to be earned through a customer's agreement, without the need
for additional sales activity, such as maintenance and support revenue.
Non-repeatable revenue is revenue that occurs one-time (e.g. up-front licence
fees) or is not repeatable based upon the current agreement (e.g. billable
professional services hours) and is unlikely to be repeatable without
additional successful sales execution by accesso. Other revenue consists of
hardware sales and other revenue that may or may not be repeatable with
limited sales activity if customer behaviour remains consistent; and

·   The revenue streams for year ended 31 December 2025 have been prepared
on a pro forma basis using consistent currency rates with the year ended 31
December 2024 to assist with assessing the underlying performance. Average
monthly rates from 2024 were used to translate the monthly 2025 results into a
constant currency using the range of currencies as set out below:

o  GBP sterling - $1.25 - $1.32

o  Euro - $1.05 - $1.11

o  Canadian dollars - $0.70 - $0.75

o  Australian dollars - $0.63 - $0.68

o  Mexican pesos - $0.05 - $0.06

o  Singapore dollars - $0.74 - $0.77

o  United Arab Emirates dirham - $0.27 - $0.27

 

The Group considers Cash EBITDA, which disregards any benefit to the income
statement of capitalised development expenditure, as its principal operating
metric.

 

These APMs should not be viewed in isolation but as supplementary information.
As adjusted results include the benefits of the Group's acquisition history
but exclude significant costs (such as significant legal or amortisation
expenditure), they should not be regarded as a complete picture of the Group's
financial performance, which is presented in its total results.

 

Key financial metrics

Revenue

The Group showed resilience to deliver revenue of $155.1m (2024: $152.3m)
being growth of 1.8% despite the Group facing multiple headwinds through the
year.

As in the prior year, the Group derives approximately 75% of revenue from
transactional sources, typically through % revenue share or usage arrangements
with its SaaS customers.

We set out details of our revenue by segment, geography and repeatable to
non-repeatable analysis below.

Revenue on a segmental basis was as follows:

                                          2025         2024         Vs 2024
                                          $000         $000         %

 Ticketing                                93,493       89,806       4.1%
 Distribution                             24,274       23,226       4.5%
 Ticketing and Distribution               117,767      113,032      4.2%
 Virtual queuing - transactional revenue  24,209       25,705       (5.8%)
 Virtual queuing - hardware and other     110          1,865        (94.1%)
 Other Guest Experience*                  4,022        3,893        3.3%
 Guest Experience                         28,341       31,463       (9.9%)
 Professional Services                    8,997        7,796        15.4%

 Total revenue                            155,105      152,291      1.8%

 

* The Other Guest Experience comprises revenue from accesso's mobile
application platforms and accesso Freedom.

Revenue by type was as follows:

                                                        2025         2024*
                                                        $000         $000     %
 Virtual queuing                                        24,209       25,705   (5.8%)
 Ticketing and eCommerce                                65,816       65,756   0.1%
 Distribution                                           24,274       23,226   4.5%
 Transactional revenue                                  114,299      114,687  (0.3%)
 Maintenance and support                                11,900       10,187   16.8%
 Platform fees                                          2,133        3,164    (32.6%)
 Recurring licence revenue                              2,920        2,232    30.8%
 Total repeatable                                       131,252      130,270  0.8%
 One-time licence revenue                               1,854        2,550    (27.3%)
 Implementation, Change Request and Billable services*  7,970        5,327    49.6%
 Professional services*                                 8,773        7,796    12.5%
 Non-repeatable revenue                                 18,597       15,673   18.7%
 Hardware                                               1,169        2,179    (46.4%)
 Other                                                  4,087        4,169    (2.0%)
 Other revenue                                          5,256        6,348    (17.2%)
 Total revenue                                          155,105      152,291  1.8%
 Total repeatable as % of total                         84.6%        85.5%

 

*The prior year comparative has been enhanced to split out implementation,
change request and billable services revenue from the professional services
revenue attributable to the Professional Services segment. These were
previously presented as a single total of $13.1m.

Transactional revenue consisting of Virtual Queuing, Ticketing, eCommerce and
Distribution is defined as revenue earned as either a fixed amount per sale of
an item, such as a ticket sold by a customer, or as a percentage of revenue
generated by a venue operator. Normally, this revenue is repeatable where a
multi-year agreement exists and purchasing patterns by venue guests do not
significantly change.

 

Other repeatable revenue is defined as revenue, excluding transactional
revenue, that is expected to be earned through each year of a customer's
agreement, without the need for additional sales activity, such as maintenance
and support revenue or recurring licences.

 

Non-repeatable revenue is revenue that occurs one-time (e.g., up-front licence
or implementation fees) or is not repeatable based upon the current agreement
(e.g. billable professional services hours) and is unlikely to be repeatable
without additional successful sales execution by accesso.

 

Other revenues are largely hardware-related. Hardware revenues have
historically included the large sale of accesso Prism bands to a blue-chip
customer. Other revenues comprise commissions received from the Group's guest
ticket insurance partners as well as third-party hardware partners.

Ticketing and Distribution:

Revenue by type within the Ticketing and Distribution segment is set out
below:

                                                       2025         2024
                                                       $000         $000     %
 Ticketing and eCommerce                               65,337       65,617   (0.4%)
 Distribution                                          24,274       23,226   4.5%
 Transactional revenue                                 89,611       88,843   0.9%
 Maintenance and support                               11,090       9,756    13.7%
 Recurring licence revenue                             2,920        2,232    30.8%
 Total repeatable                                      103,621      100,831  2.8%
 One-time licence revenue                              1,854        2,550    (27.3%)
 Implementation, Change Request and Billable services  7,684        5,187    48.1%
 Non-repeatable revenue                                9,538        7,737    23.3%
 Hardware                                              572          321      78.2%
 Other                                                 4,036        4,143    (2.6%)
 Other revenue                                         4,608        4,464    3.2%
 Total revenue                                         117,767      113,032  4.2%

Transactional revenue

As set out in the revenue by type table above, ticketing and eCommerce
transactional revenue decreased $0.3m or 0.4% on 2024. These broadly flat
revenues reflect challenging attendance volumes across the majority of
verticals, most notably in live entertainment, a vertical served by our
accesso ShoWare(SM) product. The transactional revenues include $0.5m
generated by our Brazilian subsidiary that exclusively sold ShoWare, and was
disposed of in January 2025. The outlier to the challenging volumes was in the
ski vertical where continued strong commercial performance alongside positive
weather conditions early in the year resulted in a 17% increase in
transactional revenue.

Distribution revenues increased by 4.5% on 2024. These increases are primarily
driven by new venues being signed to our distribution channels rather than new
relationships with new distributors, as was the case with growth in 2024. In
an environment of softer attendance growth, distribution networks are a
valuable promotional sales channel. This growth in distribution comes despite
the strategic decision to move away from the lower-margin consumer direct
portion of our Distribution business near the end of the H1 2024 and
contributed $0.3m in that period.

Other repeatable revenue

Maintenance and support and recurring licence revenues increased 13.7% and
30.8% over 2024 respectively. These increases were driven by clients going
live on the accesso Horizon(SM) product both in late 2024 and early in 2025.
As an 'on premise' product, this has historically been operated on a licence
and support model rather than a transactional model.

Non-repeatable revenue

Non-repeatable revenue increased $1.8m or 23.3%, predominantly as a result of
change request services provided to existing blue-chip customers. While not
our core offering, the services highlight how critical our solutions are to
customers and our ability to respond to changing needs in their business.

Guest Experience:

Revenue by type was as follows:

                                                       2025        2024
                                                       $000        $000    %
 Virtual queuing - transactional                       24,209      25,705  (5.8%)
 eCommerce                                             479         139     244.6%
 Transactional revenue                                 24,688      25,844  (4.5%)
 Maintenance and support                               586         431     36.0%
 Platform fees                                         2,133       3,164   (32.6%)
 Total repeatable                                      27,407      29,439  (6.9%)
 Implementation, Change Request and Billable services  286         140     104.3%
 Non-repeatable revenue                                286         140     104.3%
 Hardware                                              597         1,858   (67.9%)
 Other                                                 51          26      96.2%
 Other revenue                                         648         1,884   (65.6%)
 Total revenue                                         28,341      31,463  (9.9%)

Repeatable revenue

Transactional virtual queuing revenue decreased by $1.5m, being 5.8%, on 2024
as a result of challenging venue attendance, particularly at major customers.

Platform revenues, comprising fees for accesso's mobile application platforms,
declined $1.0m, being 32.6%. This comes as a larger enterprise customer moved
mobile app services in-house. In previous years, the mobile app product has
primarily served enterprise customers, however we are seeing a transition from
these customers to a more standardised offering with wider market potential.

Other revenue (hardware)

The $0.6m of hardware revenue delivered in 2025 was generated through the
resale of point-of-sale devices and payment terminals sold alongside accesso
Freedom. 2024 included hardware sales of $1.8m of accesso Prism bands to a
blue-chip customer that were not repeated in 2025.

Professional Services:

Revenue by type within the Professional Services segment is set out below:

                          2025       2024
                          $000       $000   %
 Maintenance and support  224        -      -
 Total repeatable         224        -      -
 Professional services    8,773      7,796  12.5%
 Non-repeatable revenue   8,773      7,796  12.5%
 Total revenue            8,997      7,796  15.4%

 

The Professional Services segment contains the delivery of bespoke
professional services to large customers in the ski, theme park, and cruise
ship markets and that are not directly associated with a particular product.
As a key technology infrastructure partner, large attractions and leisure
operators look to us to provide support for their own internal project cycles.
We realise that this element of our business will fluctuate year over year,
however we are positioned to take the opportunities when they arise. In 2025,
Professional Services revenues were 15.4% ahead of the prior period.

Revenue on a geographic and segmental basis was as follows:

 

                             2025                                                        2024*
 Primary geographic markets  Ticketing      Guest        Professional Services           Ticketing      Guest        Professional Services

                             and            Experience                          Group    and            Experience                          Group

                             Distribution                                                Distribution
                             $000           $000         $000                   $000     $000           $000         $000                   $000

 UK                          31,496         3,799        -                      35,295   31,262         4,425        -                      35,687
 Other Europe                1,979          4,711        -                      6,690    1,780          4,125        33                     5,938
 North America               70,650         17,778       8,279                  96,707   66,488         21,136       7,734                  95,358
 Central and South America   2,513          191          82                     2,786    3,785          194          29                     4,008
 Middle East                 5,273          -            636                    5,909    2,267          -            -                      2,267
 South Pacific               3,271          1,759        -                      5,030    3,529          1,526        -                      5,055
 Asia                        2,288          103          -                      2,391    3,551          57           -                      3,608
 Africa                      297            -            -                      297      370            -            -                      370
                             117,767        28,341       8,997                  155,105  113,032        31,463       7,796                  152,291

 

*The Group's revenue by location disclosure has been revised for the
comparative period to present revenues by the location of the contractual
customer, rather than the end venue. This basis is considered to more closely
reflect the Group's geographical structure and underlying contractual
commitments. There is no change to the total revenue reported or impact to
numbers reported outside of this disclosure.

 

While our revenues in the UK remained broadly flat, the Guest Experience
segment saw declines of 14.2%, which were offset by an increase of 0.8% in the
Ticketing and Distribution segment, due to the strong performance of the
Ingresso distributions business discussed earlier in this report.

Our North American business grew by $1.3m (1.4%) where we saw a similar
dynamic to the UK, where growth in Ticketing and Distribution of $4.2m or 6.3%
was offset by decreases in Guest Experience of $3.4m or 15.9%. These decreases
were driven by the shortfalls in transactional volumes in our virtual queuing
products discussed earlier.

Revenues in the South Pacific, mainly derived from Australia remained flat
year over year at $5.0m.

Revenues in Asia, excluding the Middle East, decreased 33.7% to $2.4m from
$3.6m, driven entirely by Japan and Singapore where significant accesso
Horizon implementations were delivered during 2024 and not repeated in 2025.

Revenues coming from the Middle East increased by 161% to $5.9m as a result of
the completion of accesso Horizon implementations in the region.

Gross margin

We recorded a gross profit increase of 2.3% from $119.0m to $121.8m. This
gross profit was delivered at an improved gross margin of 78.5% (2024: 78.1%).
This improvement in gross margin is reflective most notably of the increase in
Ticketing revenue, which is delivered at a higher margin than our Guest
Experience revenue.  Among other streams, the Guest Experience segment
includes hardware revenue which is typically at a lower margin when compared
to our SaaS products or services.

Administrative expenses
                                                            2025         2024

                                                                         (Restated)*
                                                            $000         $000

 Administrative expenses as reported*                       107,367      107,130
 Capitalised development expenditure (1)                    3,050        2,633
 Amortisation related to acquired intangibles               (3,362)      (4,212)
 Share-based payments*                                      (4,245)      (4,988)
 Amortisation and depreciation (2)                          (3,950)      (4,259)
 Property lease payments not in administrative expense (1)  712          839
 Acquisition, integration and disposal expenses             (84)         (127)

 Underlying administrative expenditure                      99,488       97,016

 

(1)   See consolidated cash flow statement.

(2)   This excludes acquired intangibles but includes depreciation on right
of use assets.

*Share-based payments have been restated in the comparative period by $1.28m.
These were previously disclosed as $3.71m. See details of the prior year
adjustment in note 16.

 

Reported administrative expenses increased by 0.2% to $107.4m (2024 Restated:
$107.1m) in the year and underlying administrative expenditure increased by
2.5% to $99.5m (2024: $97.0m).

Included within the underlying administrative expenditure is the impact of
foreign exchange volatility on our assets and liabilities held in our non-US
entities. The foreign exchange loss recorded in underlying administrative
expenses for 2025 was $1.1m (2024: FX loss of $0.6m). On a constant currency
basis, underlying administrative expenditure increased by 1.5% or $1.4m,
driven predominantly by increased staffing costs.

The Group's headcount, including contractors, has decreased throughout the
preceding 12 months from 682 at 31 December 2024 to 655 at the end of December
2025. The figure at 31 December 2025 is inclusive of seven staff recruited
from 1RISK following the acquisition of intellectual property. While the
headcount has decreased 4.0%, there remains an inflationary impact of
retaining staff that is reflected in the increase in underlying expenditure.

We are continuing to mitigate the impact to revenue shortfalls by managing the
cost base accordingly.

Amortisation from acquired intangibles decreased to $3.4m from $4.2m due to
acquired intellectual property and customer relationships assets becoming
fully amortised at the end of 2024. Amortisation and depreciation related to
all other assets also decreased to $4.0m from $4.3m due to much of the
capitalised Research & Development spend becoming fully amortised in prior
years.

Share-based payment costs decreased by 14.9% to $4.2m (2024 Restated: $5.0m).
The Group continues to use equity-based incentives as a core element of its
retention and reward framework, with awards granted under the LTIP and
Company-wide share plans during the year reflecting continued investment in
employee incentive programmes.

Cash EBITDA

The Group delivered Cash EBITDA for the year of $23.0m, a 0.8% increase on
2024. Cash EBITDA margin was 14.8% in 2025 (2024: 15.0%).

The table below sets out a reconciliation between statutory operating profit
and Cash EBITDA:

                                                                      2025         2024

                                                                                   (Restated)*
                                                                      $000         $000
 Operating profit*                                                    14,428       11,878
 Add: acquisition, integration and disposal expenses                  84           127
 Add: Amortisation related to acquired intangibles                    3,362        4,212
 Add: Share-based payments*                                           4,245        4,988
 Add: Amortisation and depreciation (excluding acquired intangibles)  3,950        4,259
 Deduct: Capitalised internal development costs                       (3,050)      (2,633)
 Cash EBITDA                                                          23,019       22,831
 Cash EBITDA margin %                                                 14.8%        15.0%

*Share-based payments have been restated in the comparative period by $1.28m.
These were previously disclosed as $3.71m. There is no change to the Cash
EBITDA figure previously stated. See details of the prior year adjustment in
note 16.

The Group recorded an operating profit of $14.4m in 2025 (2024 Restated:
$11.9m); and adjusted basic earnings per share increased to 44.26 cents (2024:
38.39 cents).

Our Distribution business, focused on B2B, will continue to be a key part of
our service offering, however, due to the accounting standards covering
revenue recognition, our margins in this business will always be significantly
lower than the rest of our revenue streams. These revenue recognition
standards require us to recognise the full amount of commission included
within the gross value of a ticket sold as our revenue, with the larger
portion of this commission paid to the distributor as our cost of goods sold.
To illustrate the impact this has on our results, the table below presents
what our revenue and gross profit and Cash EBITDA margins would be if we were
permitted to recognise net commission as our revenue.

Proforma income statement with Distribution revenue recognised net:

                                                                          2025          2024
                                                                          $000          $000

 Revenue (net)                                                            135,399       134,586
 Cost of goods sold                                                       (13,604)      (15,578)
 Gross Profit                                                             121,795       119,008
 Gross Profit margin %                                                    90.0%         88.4%
 Underlying administrative expenditure excluding property lease payments  (98,776)      (96,177)
 Cash EBITDA                                                              23,019        22,831
 Cash EBITDA margin %                                                     17.0%         17.0%

Development expenditure
                                2025        2024
                                $000        $000

 Total development expenditure  45,680      44,785
 % of total revenue             29.5%       29.4%

Our total development expenditure for 2025 remained flat on 2024 at $45.7m,
being 29.5% of revenue (2024: 29.4%).

Development expenditure represents all expenses incurred by the Group's
Engineering and Product Management functions, predominantly comprising payroll
and software-related costs. These functions maintain our existing solutions
and work with our customers to ensure the Group's products are well positioned
to meet customer needs. In addition, these functions also perform research and
development activities based on the product roadmaps, which set out the
planned features and releases over time.

The Group capitalises elements of development expenditure where it is
appropriate and in accordance with IAS 38 Intangible Assets. Capitalised
development expenditure of $3.1m (2024: $2.6m) represents 6.7% (2024: 5.9%) of
total development expenditure. The Group's research and development is
primarily focused on constant and iterative improvement of existing customer
products, which in turn leads to increased customer satisfaction and
retention, rather than a focus on creating new revenue streams. It continues
to be critical in order to continue to meet and exceed the expectations of our
existing customers' requirements and the current solutions they utilise.
Development continues to expand the product set and add features that will be
important for our customers' operations in the future.

Cash and net cash

Net cash at the end of the year has increased to $30.5m from $28.7m at 31
December 2024.

                                                           2025        2024
                                                           $000        $000

 Cash in hand & at bank                                    41,374      42,769
 Less: Borrowings (including capitalised finance costs)    (10,876)    (14,053)

 Net cash                                                  30,498      28,716

 Less: pass-through cash*                                  (8,948)     (2,841)
 Adjusted net cash                                         21,550      25,875

*Pass-through cash is received from ticket distributors representing the gross
value of a ticket sold via the Group's distribution platform, Ingresso, and
its 'collect and remit' business in Mexico. This cash is payable to
attractions and venues and does not form part of Group revenue.

The Group has maintained a strong net cash position with net cash inflow from
operating activities, prior to working capital movements, of $26.1m (2024:
$25.7m). The Group had a total working capital inflow for the year of $6.1m
(2024: outflow of $10.9m). This swing is primarily driven by the timing of
collections around the year-end, particularly in our Distribution business
that operates a 'collect and remit' business model, receiving the face value
of a ticket purchase and remitting to both the distributor and venue. The
timing of these collections around the year end can materially affect the
working capital position in any given period; pass-through cash held at year
end was $8.9m, up from $2.8m in the prior year, reflecting a higher volume of
ticket sales collected through the platform close to the year-end.

The cash outflows from investing activities were $7.7m (2024: $2.4m). This was
predominantly driven by the acquisition of intellectual property in May 2025
for $4.0m alongside capitalised internal development costs of $3.1m (2024:
$2.6m). As of 31 December 2025, the Group had drawn $11.3m ($10.9m net of
finance costs) of the $40.0m facility that expires in May 2027.

Net cash outflows from financing activities were $25.1m (2024: $17.1m), this
included outflows of $15.9m (2024: $8.1m) on the purchase and cancellation of
accesso's own shares through the two buyback programmes operating during the
year as well as share purchases for the Group's Employee Benefit Trust
totalling $4.1m (2024: $nil). The Group also made repayments of a net $3.4m on
its revolving credit facility.

Dividend and share repurchases

 

The Board continuously evaluates capital allocation decisions and holds the
view surplus cash is most effectively used in share repurchases or special
dividends, strategic product development or, where the opportunities arise,
value accretive acquisitions.

 

During the year, the Group operated two share repurchase programmes, up to a
total value of GBP £12.0m. The first programme commenced in April 2025 and
concluded in October 2025 with a total repurchase and cancellation of
1,746,901 shares for a total consideration of $10.8m (GBP £8.0m). The second
programme commenced in October 2025 and concluded in January 2026 with a total
of 1,175,202 shares being repurchased for a total of $5.3m (GBP £4.0m). In
total, during 2025, the Group repurchased and cancelled 2,863,647 shares for a
total of $15.9m (GBP £11.9m).

 

On 18 March 2026, post year end, the Group completed a tender offer of $20.0m
(GBP £14.5m) at a fixed price of £3.00 per share, representing 12.7% of the
ordinary shares in issue at the date of the tender.

Impairment

 

In line with relevant accounting standards, the Group reviews the carrying
value of all intangible assets on an annual basis or at the interim where
indicators of impairment exist. No development costs (2024: none) were
impaired following a review of their year-end carrying values.

Taxation

The tax charge of $3.3m represents an effective tax rate on the $14.3m of
statutory profit before tax of 23.29% (2024 Restated: 25.0%).

The key reconciling items to the Group's weighted average tax rate of 25.62%
are: a net $0.25m reduction relating to the adjustment of R&D estimates
from the prior period and the generation of R&D credits during the year. A
further reduction of $1.2m in relation to adjustments in respect of prior
periods, $0.5m of which relates to US State tax filings and the balances
relates to prior period adjustments arising from the refiling of UK corporate
tax returns to reflect the application of available tax reliefs. These
reductions were offset by $1.0m in adjustments relating to share awards and
non-deductible expenses.

 

Matthew Boyle

Chief Financial Officer

28 March 2026

 

 

Consolidated statement of comprehensive income

for the financial year ended 31 December 2025

 

                                                                                  2025           2024 (Restated)*
                                                                           Notes  $000           $000

 Revenue                                                                   8      155,105        152,291

 Cost of sales                                                                    (33,310)       (33,283)

 Gross profit                                                                     121,795        119,008

                                                                                  (107,367)      (107,130)

 Administrative expenses*

 Operating profit before exceptional items                                        14,512         12,005
 Acquisition, integration and disposal-related expenditure                         (84)          (127)

 Operating profit                                                                 14,428         11,878

 Finance expense                                                           9      (1,360)        (2,319)

 Finance income                                                            9      1,253          839

 Profit before tax                                                                14,321         10,398

 Income tax expense                                                        10     (3,336)        (2,598)

 Profit for the period                                                            10,985         7,800

 Other comprehensive income

 Items that will be reclassified to income statement
 Exchange differences on translating foreign operations                           3,809          (1,789)
                                                                                  3,809          (1,789)

 Total comprehensive income                                                       14,794         6,011

 All profit and comprehensive income is attributable to the owners of the
 parent

 Earnings per share expressed in cents per share:
 Basic*                                                                    11     27.96          19.21
 Diluted*                                                                  11     27.00          18.74

 

*Administrative expenses for the comparative have been restated to include
$1.28m of costs relating to share-based payment transactions. This impacts the
profit and the earnings per share calculations accordingly. Details of this
restatement are included in note 16.

 

 

 

All activities of the Group are classified as continuing.

 

Consolidated statement of financial position

as at 31 December 2025

                                       31 December 2025      31 December 2024

 Registered Number: 03959429

                                Notes  $000                  $000
 Assets
 Non-current assets
 Intangible assets              12     163,442               159,639
 Property, plant and equipment  13     906                   882
 Right of use assets                   1,078                 1,341
 Contract assets                8      855                   763
 Deferred tax assets            10     12,123                15,039
                                       178,404               177,664

 Current assets
 Inventories                           118                   152
 Contract assets                8      3,981                 2,805
 Trade and other receivables           28,846                38,327
 Income tax receivable                 2,917                 1,662
 Cash and cash equivalents             41,374                42,769
                                       77,236                85,715

 Liabilities
 Current liabilities
 Trade and other payables              28,411                30,325
 Lease liabilities                     458                   529
 Contract liabilities           8      6,868                 7,265
 Income tax payable                    4,805                 5,463
                                       40,542                43,582

 Net current assets                    36,694                42,133

 Non-current liabilities
 Deferred tax liabilities       10     6,607                 7,155
 Contract liabilities           8      325                   492
 Other non-current liabilities         464                   365
 Lease liabilities                     701                   893
 Borrowings                     14     10,876                14,053
                                       18,973                22,958

 Total liabilities                     59,515                66,540

 Net assets                            196,125               196,839

 Shareholders' equity
 Called up share capital        15     554                   592
 Share premium                         154,536               154,370
 Retained earnings                     30,210                31,797
 Merger relief reserve                 19,641                19,641
 Translation reserve                   (426)                 (4,235)
 Own shares held in trust              (8,447)               (5,345)
 Capital Redemption Reserve            57                    19

 Total shareholders' equity            196,125               196,839

 

 

Consolidated statement of cash flow

for the financial year ended 31 December 2025

                                                                                      2025          2024

                                                                                                    (Restated)*
                                                                        Notes         $000          $000
 Cash flows from operations
 Profit for the period*                                                               10,985        7,800
 Adjustments for:
 Depreciation (excluding leased assets)                                 13            577           863
 Depreciation on leased assets                                                        617           613
 Amortisation on acquired intangibles                                   12            3,362         4,212
 Amortisation on development costs and other intangibles                12            2,756         2,783
 Gain on disposal of property, plant and equipment                                    (2)           (5)
 Share-based payment*                                                                 4,245         4,988
 Movement on bad debt provision                                                       127           454
 Gain on disposal of Brazilian subsidiary                                             (164)         -
 Finance expense                                                        9             1,360         2,319
 Finance income                                                         9             (1,253)       (839)
 Foreign exchange gain                                                                302           (44)
 Income tax expense                                                     10            3,336         2,598
 RDEC tax credits                                                                     (117)         -
                                                                                      26,131        25,742

 Decrease in inventories                                                              38            962
 Decrease/(Increase) in trade and other receivables                                   11,375        (8,932)
 (Increase)/decrease in contract assets**                                             (1,231)       518
 (Decrease) in contract liabilities**                                                 (712)         (402)
 (Decrease) in trade and other payables                                               (3,383)       (3,089)

  Cash generated from operations                                                      32,218        14,799

  Tax paid                                                                            (2,684)       (2,747)

  Net cash inflow from operating activities                                           29,534        12,052

 Cash flows from investing activities
 Acquisition of Boxer Consulting Limited                                              (114)         (96)
 Purchase of 1RISK Intellectual Property                                12            (4,000)       -
 Proceeds from disposal of Brazilian subsidiary (net of cash disposed)                16            -
 Capitalised internal development costs                                 12            (3,050)       (2,633)
 Purchase of intangible assets                                          12            (480)         -
 Purchase of property, plant and equipment                              13            (585)         (420)
 Proceeds from sale of property, plant and equipment                                  7             8
 Interest received                                                                    546           791

 Net cash (used in) investing activities                                              (7,660)       (2,350)

 Cash flows from financing activities
 Share issue                                                                          -             3
 Purchase of shares held in trust                                                     (4,053)       -
 Purchase of own shares for cancellation                                              (15,911)      (8,094)
 Interest paid                                                                        (960)         (1,674)
 Payments on property lease liabilities                                               (712)         (1,000)
 Proceeds from property lease receivables                                             -             161
 Cash paid to refinance                                                 14            -             (44)
 Proceeds from borrowings                                               14            8,072         -
 Repayments of borrowings                                               14            (11,500)      (6,500)

 Net cash (utilised in) financing activities                                          (25,064)      (17,148)

 (Decrease) in cash and cash equivalents                                              (3,190)       (7,446)
 Cash and cash equivalents at beginning of year                                       42,769        51,814

 Exchange gain/(loss) on cash and cash equivalents                                    1,795         (1,599)

 Cash and cash equivalents at end of year                                             41,374        42,769

*Profit for the year and the share-based payment charge have been restated to
reflect the prior year adjustment to share-based payments. Details of this can
be found in note 16. There is no impact to the net cash inflow from operating
activities.

**The disclosure for contract assets and contracts liabilities has been
enhanced to present these movements separately. These were previously
disclosed as a combined total of $0.1m.

Consolidated statement of changes in equity

for the financial year ended 31 December 2025

                                                                        Share capital  Share premium  Retained   Merger relief reserve  Own shares held in trust  Capital Redemption Reserve  Translation reserve      Total

                                                                                                      earnings
                                                                        $000           $000           $000       $000                   $000                      $000                        $000                     $000
 Balance at 1 January 2025                                              592            154,370        31,797     19,641                 (5,345)                   19                          (4,235)                  196,839

 Comprehensive income for the year
 Profit for period                                                      -              -              10,985     -                      -                         -                           -                        10,985
 Other comprehensive income
 Exchange differences on translating foreign operations                 -              -              -          -                      -                         -                           3,809                    3,809
 Total comprehensive income for the year                                -              -              10,985     -                      -                         -                           3,809                    14,794

 Issue of share capital                                                 -              -              -          -                      -                         -                           -                        -
 Settlement of share options through Employee Benefit Trust             -              -              (951)      -                      951                       -                           -                        -
 Share-based payments                                                   -              -              4,290      -                      -                         -                           -                        4,290
 Repurchase of shares for cancellation                                  (38)           -              (15,911)   -                      -                         38                          -                        (15,911)
 Repurchase of shares to be held in trust                               -              -              -          -                      (4,053)                   -                           -                        (4,053)
 Contingent consideration settled in shares                             -              166            -          -                      -                         -                           -                        166
 Total contributions by and distributions by owners                     (38)           166            (12,572)   -                      (3,102)                   38                          -                        (15,508)

 Balance at 31 December 2025                                            554            154,536        30,210     19,641                 (8,447)                   57                          (426)                    196,125

 Balance at 1 January 2024                                              603            153,948        31,196     19,641                 (9,451)                   4                           (2,446)                  193,495

 Comprehensive income for the year
 Profit for period*                                                     -              -              7,800      -                      -                         -                           -                        7,800
 Other comprehensive income
 Exchange differences on translating foreign operations                 -              -              -          -                      -                         -                           (1,789)                  (1,789)
 Total comprehensive income for the year                                -              -              7,800      -                      -                         -                           (1,789)                  6,011

 Contributions by and distributions to owners
 Issue of share capital                                                 3              -              (1)        -                      -                         -                           -                        2
 Settlement of share options through Employee Benefit Trust             -              -              (4,090)    -                      4,106                     -                           -                        16
 Share-based payments*                                                  -              -              4,958      -                      -                         -                           -                        4,958
 Share option tax charge - current                                      -              -              317        -                      -                         -                           -                        317
 Share option tax charge - deferred                                     -              -              (289)      -                      -                         -                           -                        (289)
 Repurchase of shares for cancellation                                  (15)           -              (8,094)    -                      -                         15                          -                        (8,094)
 Contingent consideration settled in shares                             1              422            -          -                      -                         -                           -                        423
 Total contributions by and distributions by owners                     (11)           422            (7,199)    -                      4,106                     15                          -                        (2,667)

 Balance at 31 December 2024 (Restated)*                                592            154,370        31,797     19,641                 (5,345)                   19                          (4,235)                  196,839

 

*Within retained earnings, profit for the year and the share-based payment
charge have been restated to reflect the prior year adjustment of $1.28m to
share-based payments. Details of this can be found in note 16. There is no
impact to the closing retained earnings position.

1. Reporting entity

accesso Technology Group plc is a public limited company incorporated in the
United Kingdom, whose shares are publicly traded on the AIM market. The
Company is domiciled in the United Kingdom and its registered address is Unit
5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN. The consolidated
financial information comprises the Company and its subsidiaries (together
referred to as the "Group").

 

The Group's principal activities are the development and application of
ticketing, mobile and eCommerce technologies, licensing and operation of
virtual queuing solutions and providing a personalised experience to customers
within the attractions and leisure industry. The eCommerce technologies are
generally licensed to operators of venues, enabling the online sale of
tickets, guest management, and point-of-sale (POS) transactions. The virtual
queuing solutions and personalised experience platforms are installed by the
Group at a venue, and managed and operated by the Group directly or licensed
to the operator for their operation.

 

Exemption from audit

 

For the years ended 31 December 2025 and 2024, accesso Technology Group plc
has provided a guarantee in respect of all liabilities due by its subsidiaries
Ingresso Group Limited (company number 07477714) and Lo-Q Limited (company
number 08760856). This entitles them to exemption from audit under 479A of the
Companies Act 2006 relating to subsidiary companies.

2. Basis of accounting

The preliminary results for the year ended 31 December 2025 and the results
for the year ended 31 December 2024 are prepared under UK-adopted
international accounting standards ("UK-adopted IFRS") and applicable
law. The accounting policies adopted in this preliminary announcement are
consistent with the Annual Report for the year ended 31 December 2025.

 

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2025 or 2024 but is derived
from those accounts. Statutory accounts for 2024 have been delivered to the
registrar of companies, and those for 2025 will be delivered in due course.
The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

 

While the financial information included in this announcement has been
prepared in accordance with the recognition and measurement criteria of
UK-adopted IFRS, this announcement does not itself contain sufficient
information to comply with UK-adopted IFRS.

 

The consolidated Group financial information was authorised for issue by the
Company's Board of Directors on 28 March 2026.

 

The consolidated financial information has been prepared on the historical
cost basis except for contingent consideration and acquired intangible assets
arising on business combinations, which are measured at fair value.

 

Details of the Group's accounting policies are included in notes 3 and 4.

3. Changes to significant accounting policies

Other new standards and improvements

Other than as described below, the accounting policies, presentation and
methods of calculation adopted are consistent with those of the Annual Report
and Accounts for the year ended 31 December 2024, apart from standards,
amendments to or interpretations of published standards adopted during the
period.

 

The following standards, interpretations and amendments to existing standards
are now effective and have been adopted by the Group. The impacts of applying
these policies are not considered material:

 

§ Lack of Exchangeability (Amendments to IAS 21)

 

New standards and interpretations not yet adopted

 

A number of new standards, amendments to standards, and interpretations are
either not effective for 2025 or not relevant to the Group and therefore have
not been applied in preparing these accounts. These standards, amendments or
interpretations are not expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable future
transactions.

 

§ Amendments to the Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 and 7)

§ Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9
and IFRS 7)

§ Annual Improvements to IFRS Accounting Standards - Volume 11

§ Presentation and Disclosure in Financial Statements (Amendments to IFRS 18)

§ Subsidiaries without Public Accountability Disclosures (Amendments to IFRS
19)

4. Significant accounting policies

 

The principal accounting policies adopted in the preparation of the financial
information is set out below. The policies have been consistently applied to
all the periods presented.

 

Basis of consolidation

The consolidated financial information incorporates the results of accesso
Technology Group plc and all of its subsidiary undertakings and the Employee
Benefit Trust as at 31 December 2025 using the acquisition method.
Subsidiaries are all entities over which the Group has the ability to affect
the returns of the entity and has the rights to variable returns from its
involvement with the entity. The results of subsidiary undertakings are
included from the date of acquisition.

 

The acquisition of subsidiaries is accounted for using the acquisition method.
The cost of the acquisition is measured at the aggregate of the fair value, at
the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of the
acquiree. Any costs directly attributable to the business combination are
written off to the Group income statement in the period incurred. The
acquiree's identifiable assets, liabilities, and contingent liabilities that
meet the conditions under IFRS 3 are recognised at their fair value at the
acquisition date.

 

Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of the cost of the business combination
over the Group's interest in the net fair value of the identifiable assets,
liabilities, and contingent liabilities recognised. Provisional fair values
are adjusted against goodwill if additional information is obtained within one
year of the acquisition date about facts or circumstances existing at the
acquisition date.

 

Where necessary, adjustments are made to the financial information of
subsidiaries to bring the accounting policies used into line with those used
by the Group.

 

Disclosure and details of the subsidiaries are provided in note 19.

 

Investments, including the shares in subsidiary companies held as non-current
assets, are stated at cost less any provision for impairment in value.

 

Lo-Q (Trustees) Limited, a subsidiary company that holds an employee benefit
trust on behalf of accesso Technology Group plc, is under control of the Board
of Directors and hence has been consolidated into the Group results.

 

accesso Technology Group Employee Benefit Trust is considered to be a special
purpose entity in which the substance of the relationship is that of control
by the Group in order that the Group may benefit from its control. The assets
held by the trust are consolidated into the Group financial information.

 

All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.

 

Contingent consideration

 

Contingent consideration is recognised at fair value at the acquisition date
and is based on the actual and/or expected performance of the entity in which
the contingent consideration relates. Contingent consideration is subject to
the sellers fulfilling their performance obligations over the contingent
period. Subsequent changes to the fair value of contingent consideration are
based on the movement of the Group's share price at the reporting date. These
changes which are deemed to be a liability are recognised in accordance with
IFRS 9 in the statement of comprehensive income.

Going concern

 

The financial information have been prepared on a going concern basis which
the Directors consider to be appropriate for the following reasons.

 

For the purposes of the going concern assessment, the Directors have prepared
monthly cash flow projections for a period of 12 months post the date of
approval of the financial information (base scenario). The cash flow
projections show that the Group has significant headroom against its committed
facilities and can meet its financial covenant obligations.

 

The Directors have reviewed sensitised net cash flow forecasts for the same
going concern period, which indicate that, taking account of severe but
plausible downsides, the Group will have sufficient funds to meet the
liabilities of the Group as they fall due for that period. The Group's severe
but plausible downside scenario models revenue over the next 12 months,
reflecting the full financial impact of a sustained material event. This
reduces forecast revenues by at least 10% in comparison to the base scenario
referenced above, and results in revenue of $137.4m for 2026 and marginally
decreases thereafter. Under this same scenario, underlying administrative
spend decreases to $92.2m in 2026, from $99.5m in 2025, as a result of
cost-cutting measures that have already been implemented in January 2026.
There are marginal decreases thereafter for the same corresponding periods to
reflect cost-cutting measures that would be implemented.

 

At 28 February 2026, the Group had cash of $37.4m and drawings on the loan
facility of $11.3m, with a further $28.7m of the total $40.0m remaining
available. In the severe but plausible downside scenario, the Group's net debt
balance reaches a low point in April 2026 immediately following the $20.0m
(£14.5m) outflow from the tender offer and $5.9m ($10.1m NZD) upfront
consideration from the acquisition of Dexibit, both in March 2026. Financial
covenants on the facility were passed during 2025 and are forecast to be
passed through the going concern assessment period both under a base case and
a severe but plausible downside scenario.

 

Consequently, the Directors are confident that the Group and Company will have
sufficient funds to continue to meet its liabilities as they fall due for the
assessment period being 12 months from the date of signing and therefore have
prepared the financial information on a going concern basis.

 

Foreign currency
 Foreign currency transactions

 Transactions in foreign currencies are translated into the respective
 functional currencies of Group companies at the rates ruling when the
 transactions occur.

 Monetary assets and liabilities denominated in foreign currency are translated
 into the functional currency at the exchange rate at the reporting date.
 Non-monetary assets and liabilities that are measured at fair value in a
 foreign currency are translated into the functional currency at the exchange
 rate when the fair value was determined. Non-monetary items that are measured
 based on historical cost in a foreign currency are translated at the exchange
 rate at the date of the transaction.

 Foreign operations

 The assets and liabilities of foreign operations, including goodwill, are
 translated into USD at the exchange rates at the reporting date. The income
 and expenses of foreign operations are translated into USD at the rates ruling
 when the transactions occur, or appropriate averages.

 Foreign currency differences on translating the opening net assets at an
 opening rate and the results of operations at actual rates are recognised in
 other comprehensive income and accumulated in the translation reserve.
 Retranslation differences recognised in other comprehensive income will be
 reclassified to profit or loss in the event of a disposal of the business, or
 the Group no longer has control or significant influence.

Revenue from contracts with customers

 

 IFRS 15 provides a single, principles-based five-step model to be applied to
 all sales contracts as outlined below. It is based on the transfer of control
 of goods and services to customers and replaces the separate models for goods
 and services.

 1.     Identify the contract(s) with a customer.

 2.     Identify the performance obligations in the contract.

 3.     Determine the transaction price.

 4.     Allocate the transaction price to the performance obligations in
 the contract.

 5.     Recognise revenue when or as the entity satisfies its performance
 obligations.

 The following table provides information about the nature and timing of the
 satisfaction of performance obligations in contracts with customers, including
 significant payment terms, and the related revenue recognition policies.

Type of product/service/ segment                                        Nature of the performance obligations and significant payment terms             Accounting policy
 a.  Point-of-sale (POS) licences and support revenue - Ticketing and    Each contract provides the customer with the right to use the POS licence       The transaction price is allocated in accordance with management's estimate of
 Distribution                                                            (installed on premise) for terms between one and three years. The customer      the standalone selling price for each performance obligation, which is based
                                     also receives support for typically a period of one year. This support is not   on observable input costs and a target margin.
                                     necessary for the functionality of the licence and is therefore a distinct

                                     performance obligation from the right to use the POS licence.                   Revenue from sale of POS licences is recognised at a point in time when the

                                        customer has been provided with the software. Point in time recognition is
                                     With agreements longer than one year, invoices are generated either quarterly   appropriate because the licence provides the customer with the right of use of
                                     or annually; usually payable within thirty days.                                the POS software as it exists and is fully functional from the date it is

                                        provided to the customer.
                                     Although payments are made over the term of the agreement, the agreement is

                                     binding for the negotiated term. The total transaction price is payable over    Support revenue is recognised on a straight-line basis over the term of the
                                     the term of the agreement via the annual or quarterly instalments.              contract, which in most cases is one year and is renewable at the option of
                                                                             the customer thereafter. This option to renew is not considered a material
                                                                             right.

                                                                             The revenue recognition of POS licences at a point in time gives rise to a
                                                                             contract asset at inception. The balance reduces as the consideration is
                                                                             billed annually/quarterly in accordance with the agreement.
 b. Software licences and the related maintenance and support revenue -  Each contract provides the customer with the right to use the software licence  The transaction price is allocated using observable market inputs, where the
 Ticketing and Distribution and Guest Experience                         (installed on premise) with annual support and maintenance. The support and     annual support and maintenance revenue is carved out of the total
                                     maintenance is not required to operate the software and is considered a         consideration using an estimate that best reflects its stand-alone selling
                                     distinct performance obligation from the right to use the software licence.     price.

                                     The customer has an option to renew the licence at no additional cost by        Annual support and maintenance revenue is recognised on a straight-line basis
                                     annually renewing support and maintenance at each anniversary. This is          over the term of the contract, which in most cases is one year and is
                                     considered a material right under IFRS 15 and represents a separate             renewable at the option of the customer thereafter.
                                     performance obligation. Where the contract contains a substantial termination

                                     penalty, it is considered that there is no option to renew and as such these    Revenue from sale of annual software licences is recognised at a point in time
                                     contracts do not include a separate performance obligation for a material       when the customer has been provided with the software. The revenue is
                                     right of renewal.                                                               recognised at a point in time because the licence provides the customer with

                                        the right of use of the software as it exists and is fully functional from the
                                                                                                                     date it is provided to the customer.

 

Type of product/service/segment                                           Nature of the performance obligations and significant payment terms              Accounting policy
 b. Software licences and the related maintenance and support -revenue -   Invoices are raised at the beginning of each contract for the software licence   Revenue from sale of multi-year software licence contracts is spread as the
 Ticketing and Distribution and Guest Experience (Continued)               and annual support and maintenance. Subsequently, invoices are raised at each    customer has the option to renew each year's licence at no additional cost by

                                    anniversary of the contract for annual support and maintenance (as software      paying the annual support and maintenance fee. A proportion of the licence
                                                                           licence is renewed at no additional cost).                                       payment is deferred and recognised at a future point in time when the customer
                                                                               renews. The amount that is deferred is dependent on the term of the
                                                                               contract.  For example: on the inception of a three-year contract, two-thirds
                                                                               of the licence fee consideration would be deferred and released equally on the
                                                                               first and second anniversary when the customer renews their maintenance and
                                                                               support. Perpetual licences are recognised in the same manner, with the
                                                                               exception being that the contract term is estimated to be five years.

                                                                               If the customer chooses not to exercise the above option, any residual
                                                                               deferred revenue would be recognised as income in that period.

                                                                               Revenue from the sale of multi-year software licences containing a substantial
                                                                               termination penalty is not deferred and instead recognised at a point in time.
                                                                               It is considered that these contracts do not contain an option to renew.

                                                                               The deferred revenue gives rise to a contract liability at the inception of
                                                                               the contract. The balance reduces as revenue is recognised at each contract
                                                                               anniversary.
 c. Software licences and bundled implementation services - Ticketing and  Each contract provides the customer with the right to use a customised           Revenue from the sale of customised licences is recognised over time as the
 Distribution                                                              software licence (installed on premise).  The software licence is sold           asset is created and control passes to the customer.

                                    alongside interdependent implementation services that are not considered to be

                                                                           a separate obligation from the licence.

                                                                                                                       The output method is adopted where the Group's right to consideration

                                         corresponds directly with the completed milestone's performance obligations.
                                      Invoices are raised at predetermined milestones set out within the contract.     Revenue for these customers is recognised in line with the amount of revenue
                                      The milestones correspond with the value being received by the customer and      the Group is entitled to invoice.
                                      reflect the value of progress towards completion of the obligation.
 d. Virtual queuing system - Guest Experience                              Virtual queuing systems are installed at a client's location, and revenue is     Revenues are recognised when the park guest purchases virtual queuing services
                                      recognised when a park guest uses the service as a sales or usage-based          from the attraction owner, being the later of sale or usage, and the
                                      royalty. The Group's performance obligation is to provide a right to access,     satisfaction of the performance obligation to which that sale or usage-based
                                      and the necessary technical support to, its virtual queuing platform, with       royalty has been allocated.
                                      which the park provides virtual queuing services to the park guest. The

                                      Group's contracts are with the attraction owner, not park guest.

 

Type of product/service/                                                        Nature of the performance obligations and significant payment terms              Accounting policy

 segment
 e. Ticketing, eCommerce, and Distribution revenue - Ticketing and Distribution  The Group's performance obligation is the provision of a right to access, and    Ticketing, eCommerce and Distribution revenue is recognised at the time the
                                         necessary specified technical support to, its ticketing, eCommerce and           ticket is sold through our platform, or the transaction takes place, within
                                         Distribution platform, over a distinct series of service periods. Invoices are   that distinct series of service periods. accesso recognises the fee it
                                         issued monthly and are generally payable within thirty days.                     receives for processing the transaction as revenue.
 f. Professional services - Ticketing and Distribution and Guest Experience      Professional services revenue is typically providing customised software         The output method is adopted where the Group's right to consideration
                                         development and in general is agreed with the customer and billed at each        corresponds directly with the completed monthly performance obligation.
                                         month end. Certain contracts span longer time periods whereby the Group          Revenue for these customers is recognised in line with the amount of revenue
                                         carries out customisation and delivers software releases to customers at         the Group is entitled to invoice.
                                         predetermined milestones.

                                                                                  Bespoke professional services work is recognised over time where the Group has
                                                                                  enforceable rights to revenue in the event of cancellation. The Group is
                                                                                  entitled to compensation for performance completed to date in the event that
                                                                                  the customer terminates the contract. This compensation would be sufficient to
                                                                                  cover costs and a reasonable proportion of the expected margin.

                                                                                  The Group recognises revenue over time using the input method (hours/total
                                                                                  budgeted hours) when this method best depicts the Group's performance of
                                                                                  transferring control.
 g. Hardware sales - Ticketing and Distribution and Guest Experience             On certain contracts, customers request that the Group procures hardware on      This revenue is recognised at the point the customer obtains control of the
                                         their behalf which the Group has determined to be a distinct performance         hardware which is considered to be the point of delivery when legal title
                                         obligation.                                                                      passes. accesso takes control and risk of ownership on hardware procurement
                                                                                  and recognises sales and costs on a gross basis as principal.
 h. Platform fees                                                                Cloud-based experience management platform systems are used by certain venues    Revenue is billed monthly and recognised over time as the performance
                                         to provide customer relationship management, guest personalisation, payment      obligations of hosting and supporting the secure platforms are provided to the
                                         and ordering services, push notifications, scheduling, offers, location-based    venues.
                                         services, consumer-facing screens and many other services to end users at
                                         attractions. These secure platforms are provided to venues together with
                                         support under annual contracts.

 

 

 Type of product/service/segment                                           Nature of the performance obligations and significant payment terms              Accounting policy
 b. Software licences and the related maintenance and support -revenue -   Invoices are raised at the beginning of each contract for the software licence   Revenue from sale of multi-year software licence contracts is spread as the
 Ticketing and Distribution and Guest Experience (Continued)               and annual support and maintenance. Subsequently, invoices are raised at each    customer has the option to renew each year's licence at no additional cost by

                                                                         anniversary of the contract for annual support and maintenance (as software      paying the annual support and maintenance fee. A proportion of the licence
                                                                           licence is renewed at no additional cost).                                       payment is deferred and recognised at a future point in time when the customer
                                                                                                                                                            renews. The amount that is deferred is dependent on the term of the
                                                                                                                                                            contract.  For example: on the inception of a three-year contract, two-thirds
                                                                                                                                                            of the licence fee consideration would be deferred and released equally on the
                                                                                                                                                            first and second anniversary when the customer renews their maintenance and
                                                                                                                                                            support. Perpetual licences are recognised in the same manner, with the
                                                                                                                                                            exception being that the contract term is estimated to be five years.

                                                                                                                                                            If the customer chooses not to exercise the above option, any residual
                                                                                                                                                            deferred revenue would be recognised as income in that period.

                                                                                                                                                            Revenue from the sale of multi-year software licences containing a substantial
                                                                                                                                                            termination penalty is not deferred and instead recognised at a point in time.
                                                                                                                                                            It is considered that these contracts do not contain an option to renew.

                                                                                                                                                            The deferred revenue gives rise to a contract liability at the inception of
                                                                                                                                                            the contract. The balance reduces as revenue is recognised at each contract
                                                                                                                                                            anniversary.
 c. Software licences and bundled implementation services - Ticketing and  Each contract provides the customer with the right to use a customised           Revenue from the sale of customised licences is recognised over time as the
 Distribution                                                              software licence (installed on premise).  The software licence is sold           asset is created and control passes to the customer.

                                                                         alongside interdependent implementation services that are not considered to be

                                                                           a separate obligation from the licence.

                                                                                                                                                            The output method is adopted where the Group's right to consideration

                                                                                corresponds directly with the completed milestone's performance obligations.
                                                                           Invoices are raised at predetermined milestones set out within the contract.     Revenue for these customers is recognised in line with the amount of revenue
                                                                           The milestones correspond with the value being received by the customer and      the Group is entitled to invoice.
                                                                           reflect the value of progress towards completion of the obligation.
 d. Virtual queuing system - Guest Experience                              Virtual queuing systems are installed at a client's location, and revenue is     Revenues are recognised when the park guest purchases virtual queuing services
                                                                           recognised when a park guest uses the service as a sales or usage-based          from the attraction owner, being the later of sale or usage, and the
                                                                           royalty. The Group's performance obligation is to provide a right to access,     satisfaction of the performance obligation to which that sale or usage-based
                                                                           and the necessary technical support to, its virtual queuing platform, with       royalty has been allocated.
                                                                           which the park provides virtual queuing services to the park guest. The

                                                                           Group's contracts are with the attraction owner, not park guest.

 

 

 Type of product/service/                                                        Nature of the performance obligations and significant payment terms              Accounting policy

 segment
 e. Ticketing, eCommerce, and Distribution revenue - Ticketing and Distribution  The Group's performance obligation is the provision of a right to access, and    Ticketing, eCommerce and Distribution revenue is recognised at the time the
                                                                                 necessary specified technical support to, its ticketing, eCommerce and           ticket is sold through our platform, or the transaction takes place, within
                                                                                 Distribution platform, over a distinct series of service periods. Invoices are   that distinct series of service periods. accesso recognises the fee it
                                                                                 issued monthly and are generally payable within thirty days.                     receives for processing the transaction as revenue.
 f. Professional services - Ticketing and Distribution and Guest Experience      Professional services revenue is typically providing customised software         The output method is adopted where the Group's right to consideration
                                                                                 development and in general is agreed with the customer and billed at each        corresponds directly with the completed monthly performance obligation.
                                                                                 month end. Certain contracts span longer time periods whereby the Group          Revenue for these customers is recognised in line with the amount of revenue
                                                                                 carries out customisation and delivers software releases to customers at         the Group is entitled to invoice.
                                                                                 predetermined milestones.

                                                                                                                                                                  Bespoke professional services work is recognised over time where the Group has
                                                                                                                                                                  enforceable rights to revenue in the event of cancellation. The Group is
                                                                                                                                                                  entitled to compensation for performance completed to date in the event that
                                                                                                                                                                  the customer terminates the contract. This compensation would be sufficient to
                                                                                                                                                                  cover costs and a reasonable proportion of the expected margin.

                                                                                                                                                                  The Group recognises revenue over time using the input method (hours/total
                                                                                                                                                                  budgeted hours) when this method best depicts the Group's performance of
                                                                                                                                                                  transferring control.
 g. Hardware sales - Ticketing and Distribution and Guest Experience             On certain contracts, customers request that the Group procures hardware on      This revenue is recognised at the point the customer obtains control of the
                                                                                 their behalf which the Group has determined to be a distinct performance         hardware which is considered to be the point of delivery when legal title
                                                                                 obligation.                                                                      passes. accesso takes control and risk of ownership on hardware procurement
                                                                                                                                                                  and recognises sales and costs on a gross basis as principal.
 h. Platform fees                                                                Cloud-based experience management platform systems are used by certain venues    Revenue is billed monthly and recognised over time as the performance
                                                                                 to provide customer relationship management, guest personalisation, payment      obligations of hosting and supporting the secure platforms are provided to the
                                                                                 and ordering services, push notifications, scheduling, offers, location-based    venues.
                                                                                 services, consumer-facing screens and many other services to end users at
                                                                                 attractions. These secure platforms are provided to venues together with
                                                                                 support under annual contracts.

 
Contract assets and contract liabilities

 

Contract assets represent licence fees which have been recognised at a point
in time but where the consideration is contractually payable over time;
professional service revenue whereby control has been passed to the customer;
and deferred contract commissions incurred in obtaining a contract, which are
recognised in line with the recognition of the revenue. Contract assets for
point in time licence fees and unbilled professional service revenue are
considered for impairment on an expected credit loss model.

 

Contract liabilities represent discounted renewal options on licence
arrangements whereby a customer has the right to renew their licence at a full
discount subject to the payment of annual support and maintenance fees on each
anniversary of the contract. Contract liabilities are recognised as income
when a customer exercises their renewal right on each anniversary of the
contract and pays their annual maintenance and support. In the situation of a
customer terminating their contract, all unexercised deferred renewal rights
would be recognised as income, representing a lapse of the renewal right
options. The licence fees related to these contract liabilities are
non-refundable.

 

Where these assets or liabilities mature in periods beyond 12 months of the
balance sheet date, they are recognised within non-current assets or
non-current liabilities as appropriate.

 

Interest expense recognition

 

 Expense is recognised as interest accrues, using the effective interest
 method, to the net carrying amount of the financial liability.

Employee benefits

 

Share-based payment arrangements

 The Group issues equity-settled share-based payments to full-time employees.
 Equity-settled share-based payments are measured at the fair value at the date
 of grant, with the expense recognised over the vesting period, with a
 corresponding increase in equity. The amount recognised as an expense is
 adjusted to reflect the Group's estimate of shares that will eventually vest,
 such that the amount recognised is based on the number of awards that meet the
 service and non-market performance conditions at the vesting date.

 The fair value of our share awards with time-based and employment conditions
 are measured by use of a Black-Scholes model, and share options issued under
 the Long-Term Incentive Plan (LTIP) are measured using the Monte Carlo method,
 due to the market-based conditions upon which vesting is dependent. The
 expected life used in the model has been adjusted, based on management's best
 estimate, for the effects of non-transferability, exercise restrictions, and
 behavioural considerations.

 The LTIP awards contain market-based vesting conditions where they have been
 set. Market vesting conditions are factored into the fair value of the options
 granted. As long as all other vesting conditions are satisfied, a charge is
 made irrespective of whether the market vesting conditions are satisfied. The
 cumulative expense is not adjusted for failure to achieve a market vesting
 condition or where a non-vesting condition is not satisfied.

 The Company's share-based payment charges for awards made to employees of the
 subsidiary companies are recognised in the Company's investments as capital
 contribution.

Pension costs
 Contributions to the Group's defined contribution pension schemes are charged
 to the consolidated statement of comprehensive income in the period in which
 they become due.

 

 

Property, plant and equipment

 

 Items of property, plant and equipment are stated at cost of acquisition or
 production cost less accumulated depreciation and impairment losses.

 Depreciation is charged to write off the cost of assets, less residual value,
 over their estimated useful lives, using the straight-line method, on the
 following bases:

 

 Plant, machinery, and office equipment  20 - 33.3%
 Installed systems                       25 - 33.3%, or life of contract
 Furniture and fixtures                  20%
 Leasehold Improvements                  Shorter of useful life of the asset or time remaining within the lease
                                         contract

 

Inventories

 

 The Group's inventories consist of parts used in the manufacture and
 maintenance of its virtual queuing product, along with peripheral items that
 enable the product to function within a park.

 Inventories are valued at the lower of cost and net realisable value, after
 making due allowance for obsolete and slow-moving items. Inventories are
 calculated on a first-in, first-out basis.

 Park installations are valued on the basis of the cost of inventory items and
 labour plus attributable overheads. Net realisable value is based on estimated
 selling price less additional costs to completion and disposal.

 

 

Deferred tax

 

 Deferred tax assets and liabilities are recognised where the carrying amount
 of an asset or liability in the Consolidated and Company statements of
 financial position differs from its tax base, except for differences arising
 on:

 ·      the initial recognition of goodwill;

 ·      the initial recognition of an asset or liability in a transaction
 which is not a business combination and at the time of the transaction affects
 neither accounting or taxable profit; and

 ·      investments in subsidiaries and jointly controlled entities where
 the Group is able to control the timing of the reversal of the difference and
 it is probable that the difference will not reverse in the foreseeable future.

 Recognition of deferred tax assets is restricted to those instances where it
 is probable that taxable profit will be available against which the difference
 can be utilised.

 The amount of the asset or liability is determined using tax rates that have
 been enacted or substantively enacted by the reporting date and are expected
 to apply when the deferred tax liabilities/(assets) are settled/(recovered).

 Deferred tax assets and liabilities are offset when the Group has a legally
 enforceable right to offset current tax assets and liabilities, and the
 deferred tax assets and liabilities relate to taxes levied by the same tax
 authority on either:

 ·      the same taxable Group company; or

 ·      different Group entities which intend either to settle current
 tax assets and liabilities on a net basis, or to realise the assets and settle
 the liabilities simultaneously, in each future period in which significant
 amounts of deferred tax assets or liabilities are expected to be settled or
 recovered.

 

Current income tax

 

 The tax expense or benefit for the period comprises current and deferred tax.
 Tax is recognised in the income statement, except to the extent that it
 relates to items recognised in other comprehensive income or directly in
 equity. In this case, the tax is also recognised in other comprehensive income
 or directly in equity, respectively.

 The current income tax charge is calculated on the basis of the tax laws
 enacted or substantively enacted at the balance sheet date in the countries
 where the Company and its subsidiaries operate and generate taxable income.
 Management periodically evaluates positions taken in tax returns with respect
 to situations in which applicable tax regulation is subject to interpretation.
 It establishes provisions where appropriate on the basis of amounts expected
 to be paid to the tax authorities. See note 13 for further discussion on
 provisions related to tax positions.

 

Goodwill and impairment of non-financial assets

 

Any excess of the cost of the business combination over the Group's interest
in the net fair value of the identifiable assets, liabilities and contingent
liabilities is recognised in the consolidated statement of financial position
as goodwill and is not amortised.

 

After initial recognition, goodwill is stated at cost less any accumulated
impairment losses, with the carrying value being reviewed for impairment at an
operating segment level before aggregation, at least annually and whenever
events or changes in circumstances indicate that the carrying value may be
impaired.

 

Where the recoverable amount of the cash-generating unit is less than its
carrying amount including goodwill, an impairment loss is recognised in the
consolidated income statement.

 

Any non-financial assets other than goodwill which have suffered impairment
are reviewed for possible reversal of the impairment at each reporting date.
Assets that are subject to amortisation and depreciation are also reviewed for
any possible impairment at each reporting date.

 

 Externally acquired intangible assets

 

 Intangible assets are capitalised at cost and amortised to nil by equal
 instalments over their estimated useful economic life.

 Intangible assets are recognised on business combinations if they are
 separable from the acquired entity. The amounts ascribed to such intangibles
 are arrived at by using appropriate valuation techniques. The significant
 intangibles recognised by the Group and their useful economic lives are as
 follows:

 ·      Trademarks over 10 years.

 ·      Patents over 20 years.

 ·      Customer relationships and supplier contracts over 1 to 15 years.

 ·      Acquired internally developed technology over 3 to 7 years.

Internally generated intangible assets and research and development

 

 Expenditure on internally developed products is capitalised if it can be
 demonstrated that it is substantially enhancing an asset and:

 ·      it is technically feasible to develop the product for it to be
 sold;

 ·      adequate resources are available to complete the development;

 ·      there is an intention to complete and sell the product;

 ·      the Group is able to sell the product;

 ·      sale of the product will generate future economic benefits; and

 ·      expenditure on the project can be measured reliably.

 In accordance with IAS 38 Intangible Assets, expenditure incurred on research
 and development is distinguished as either related to a research phase or to a
 development phase. Development expenditure not satisfying the above criteria
 and expenditure on the research phase of internal projects is recognised in
 the consolidated income statement as incurred.

 Development expenditure is capitalised and amortised within administrative
 expenses on a straight-line basis over its useful economic life between 3 to 5
 years from the date the intangible asset goes into use. The amortisation
 expense is included within administrative expenses in the consolidated income
 statement.

 All advanced research phase expenditure is charged to the income statement.
 For development expenditure, this is capitalised as an internally generated
 intangible asset only if it meets the criteria noted above. The Group has
 contractual commitments for development costs of $nil (2024: $nil).

Acquired intellectual property rights and patents

 

 Intellectual property rights comprise assets acquired, being external costs,
 relating to know-how, patents and licences. These assets have been capitalised
 at the fair value of the assets acquired and are amortised within
 administrative expenses on a straight-line basis over their estimated useful
 economic life of 5 to 7 years.

 

Financial assets

 

The Group classifies all its financial assets into one of the following
categories, depending on the purpose for which the asset was acquired. The
Group's accounting policy for each category is as follows:

 

·    Trade and loan receivables: Trade receivables are initially
recognised by the Group and carried at original invoice amount less an
allowance for any uncollectible or impaired amounts. Under IFRS 9, the Group
applies the simplified approach to measure the loss allowance at an amount
equal to the lifetime expected credit losses for trade receivables. Trade
receivables are also specifically impaired where there are indicators of
significant financial difficulties for the counterparty or there is a default
or delinquency in payments. Loan receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active
market. They arise principally through the provision of goods and services to
customers (trade receivables), but also incorporate other types of contractual
monetary asset.

 

·     Cash and cash equivalents in the statement of financial position
comprise cash at bank, cash in hand and short-term deposits with an original
maturity of three months or less. Bank overdrafts that are repayable on demand
and form an integral part of the Group's cash management are included as a
component of cash and cash equivalents for the purposes of the consolidated
statement of cash flow.

 

Financial liabilities

 

The Group treats its financial liabilities in accordance with the following
accounting policies:

 

·    Trade payables, accruals and other short-term monetary liabilities
are recognised at fair value and subsequently at amortised cost.

 

·      Bank borrowings and leases are initially recognised at fair value
net of any transaction costs directly attributable to the issue of the
instrument. Such interest-bearing liabilities are subsequently measured at
amortised cost using the effective interest rate method, which ensures that
any interest expense over the period to repayment is at a constant rate on the
balance of the liability carried in the statement of financial position.
'Interest expense' in this context includes initial transaction costs and
premiums payable on redemption, as well as any interest payable while the
liability is outstanding. Where bank borrowings are denominated in foreign
currency, they are translated into the functional currency at the exchange
rate at the reporting date, with the corresponding net gain or loss recorded
within interest expense. For loan modifications, the Group assesses if the
loan can be prepaid without significant penalty and if so, no gain or loss is
recognised in the income statement at the date of the modification.

Employee Benefit Trust (EBT)

 

 As the Company is deemed to have control of its EBT, it is treated as an
 extension of the parent Company and is included in the consolidated financial
 information. It is also included in the Company balance sheet as it is treated
 as an extension of the Company. The EBT's assets (other than investments in
 the Company's shares), liabilities, income, and expenses are included on a
 line-by-line basis in the consolidated financial information. The EBT's
 investment in the Company's shares is deducted from equity in the consolidated
 and Company statements of financial position as if they were treasury shares.

 

IFRS 16 leases

 

The Group assesses whether a contract is or contains a lease. Under IFRS 16, a
contract is, or contains, a lease if the contract conveys a right to control
the use of an identified asset for a period of time in exchange for
consideration.

 

As a lessee

 

The Group leases commercial office space. The Group has elected not to
recognise right of use assets and lease liabilities for some leases of low
value and those being short-term, below 12 months in duration. The Group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.

 

The Group recognises a right of use asset and lease liability at the lease
commencement date.

 

The right of use asset and lease liability are initially measured at the
present value of the lease payments that are not paid at the commencement
date, discounting using the Group's incremental borrowing rate. Subsequently,
the right of use asset is adjusted for impairment losses and adjusted for
certain remeasurements of the lease liability.

 

The lease liability is subsequently increased by the interest cost on the
lease liability and decreased by lease payments made. It is remeasured when
there is a change in future lease payments arising from a change in an index
or rate, a change in the estimate of the amount expected to be payable under a
residual value guarantee, or as appropriate, changes in the assessment of
whether a purchase or extension option is reasonably certain to be exercised
or a termination option is reasonably certain not to be exercised.

 

The Group has applied judgement to determine the lease term for some lease
contracts that include renewal options. The assessment of whether the Group is
reasonably certain to exercise such options impacts the lease term, which
significantly affects the amount of lease liabilities and right of use assets
recognised.

 

Exceptional items

 

Items that are non-operating or non-recurring in nature are presented as
exceptional items in the consolidated income statement, within the relevant
account heading. The Directors are of the opinion that the separate recording
of exceptional items provides helpful information about the Group's underlying
business performance. Events which may give rise to the classification of
items as exceptional include, but are not restricted to, impairment charges
over the Group's internally developed and acquired intangibles and costs
relating to business acquisitions along with any subsequent integration and
reorganisation cost.

5. Functional and presentation currency

 

The presentation currency of the Group is US dollars (USD) in round thousands.
Items included in the financial information of each of the Group's entities
are measured in the functional currency of each entity. The Group used the
local currency as the functional currency, including the parent Company, where
the functional currency is sterling. The Group's choice of presentation
currency reflects its significant dealings in that currency.

6. Critical judgements and key sources of estimation uncertainty

 

 In preparing the consolidated financial information, the Group makes
 judgements, estimates and assumptions concerning the future that impact the
 application of policies and reported amounts of assets, liabilities, income
 and expenses.

 The resulting accounting estimates calculated using these judgements and
 assumptions are based on historical experience and expectations of future
 events and may not equal the actual results. Estimates and underlying
 assumptions are reviewed on an ongoing basis, and revisions to estimates are
 recognised prospectively.

 

The judgements and key sources of assumptions and estimation uncertainty that
have a significant effect on the amounts recognised in the financial
information are discussed below.

 

Judgements

 

Information about judgements made in applying accounting policies that have
the most significant effects on the amounts recognised in the consolidated
financial information are below:

 

Capitalised development costs

 

 The Group capitalises development costs in line with IAS 38 Intangible Assets.
 Management applies judgement in determining if the costs meet the criteria and
 are therefore eligible for capitalisation at the outset of a project; $3.05m
 has been capitalised on new projects during 2025 (2024: $2.63m). Significant
 judgements include the determination that assets have been substantially
 enhanced, the technical feasibility of the development, recoverability of the
 costs incurred, and economic viability of the product and potential market
 available considering its current and future customers.

 Within Intangible Assets at the year end is $2.9m (2024: $3.8m) capitalised in
 relation to a new product that launched to the market in November 2023. A key
 assumption in the future economic viability of this product is the successful
 signing of contracts with customers in the period subsequent to the year end.
 Given the early stage of the product in its life cycle, there is uncertainty
 in the number of contracts that will be obtained and a variation from
 expectations could result in a value in use below the carrying value.

 See internally generated intangible assets and research and development within
 note 4 for details on the Group's capitalisation and amortisation policies,
 and Intangible Assets, note 17, for the carrying value of capitalised
 development costs.

 

Deferred tax asset on US losses and tax credits

 

The Group has recognised a deferred tax asset of $5.0m (2024: $3.0m) derived
from $3.2m of US tax losses (with an indefinite carry forward period) and US
$1.7m credits (with 20-year expiry dates ranging from 2038 to 2045). The
recognition of this asset is based on the expected profitability of the US
entities using the Group's five-year forecasts, which indicates that such
losses and credits would be utilised by the fiscal year ending 31 December
2027 and 2028, respectively. According to the enacted legislation, these
losses can only be used to offset 80% of the taxable income, and tax credits
can be used to offset a current income tax liability greater than $25k, for up
to 75% of the said liability. The key inputs are not sensitive to plausible
changes in the assumptions. In addition to the expected profitability of the
US entities, these credits were assessed under guidelines established under
section 382 of the current US tax legislation, which sets out that these would
be restricted if there is deemed to have been an ownership change of greater
than 50% over the assessment period. This assessment concluded that any
ownership change was below 50% resulting in no restriction on the credits
available for use. The need for an assessment under the above-mentioned
section of the US legislation will be monitored closely for its future
applicability.

 

Identification of separable intangibles on acquisition

 

Identification of separable intangibles on acquisition are recognised when
they are controlled through contractual or other legal rights, or are
separable from the rest of the business, and their fair value can be reliably
measured. Customer relationships and acquired technology have been identified
by management as separate intangible assets and can be reliably measured by
valuation of future cash flows.

 

Assumptions and estimation uncertainties

 

Information about assumptions and estimation uncertainties that have a
significant risk of resulting in material adjustments in the following year
are:

 

Impairment of non-financial assets (subject to annual update)

 

The Group assesses whether there are any indicators of impairment for all
non-financial assets at each reporting date. Goodwill is tested for impairment
annually and at other times when such indicators exist. Other non-financial
assets are tested for impairment when there are indicators that the carrying
amounts may not be recoverable. When value in use calculations are undertaken,
management must estimate the expected future cash flows from the asset or
cash-generating unit and choose a suitable discount rate in order to calculate
the present value of those cash flows.

 

For the assessment performed at 31 December 2025, key assumptions over the
forecast period for accesso LoQueue include the continued renewal of existing
customers beyond 2027. A variation from management's expectations could result
in a potential value in use lower than the goodwill carrying value. Further
details of the forecasts are given in note 17 and under judgements relating to
capitalised development costs.

 

Useful economic lives of capitalised development costs (subject to annual
update)

 

The Group amortises its capitalised development costs over 3 to 5 years as
this has been deemed by management to be the best reflection of the life cycle
of their technology. If this useful economic life estimate were to be 4 or 6
years, the impact on the current year amortisation would be $426k higher and
$293k lower respectively. Management review this estimate each year to ensure
it is reflective of the technologies being developed.

7. Business and geographical segments

Segmental analysis

 

The Group's operating segments under IFRS have been determined with reference
to the financial information presented to the Board of Directors. The Board of
the Group is considered the Chief Operating Decision Maker (CODM) as defined
within IFRS 8, as it sets the strategic goals for the Group and monitors its
operational performance against this strategy.

 

The Group's Ticketing and Distribution operating segment comprises the
following products:

o  accesso Passport ticketing suite using our hosted proprietary technology
offering to maximise up-selling, cross-selling and selling greater volumes.

o  accesso Siriusware(SM) software solutions providing modules in ticketing
and admissions, memberships, reservations, resource scheduling, retail, food
service, gift cards, kiosks and eCommerce.

o  accesso ShoWare ticketing solution for box office, online, kiosk, mobile,
call centre and social media sales.

o  Ingresso operate a consolidated distribution platform which connects
venues and distributors, opening up a larger global channel for clients to
sell their event, theatre and attraction tickets.

o  accesso Paradox cutting-edge software solution specifically tailored to
the unique needs of the industry. The flexible, hosted solution empowers ski
areas to take full control of their operations across ticketing and passes,
snow school, retail, equipment rental, food and beverage, administration, and
online sales in one, unified platform.

o  accesso Horizon highly functional and best-in-class ticketing and visitor
management solution leveraging an innovative portfolio model approach to guest
management.

 

The Group's Guest Experience reportable segment comprises the following
aggregated operating segments:

 

o  accesso LoQueue providing leading edge virtual queuing solutions to take
customers out of line, improve guest experience and increase revenue for theme
parks.

o  Mobile Applications experience management platforms which deliver
personalised real-time immersive customer experiences at the right time,
elevating the guest's experience and loyalty to the brand.

o  accesso Freedom: point-of-sale system enabling modules in food and
beverage, retail, eCommerce via kiosk or mobile through a multi-tenanted
hosted solution.

 

The Group's virtual queuing solution (accesso LoQueue), experience management
platforms (Mobile Applications), and food and beverage retail system (accesso
Freedom) are headed by segment managers who discuss the operating activities,
financial results, forecasts and plans of their respective segments with the
CODM. These three distinct operating segments share similar economic
characteristics, expected long-term financial performance, customers and
markets; the products are heavily bespoke, technology and software intensive
in their delivery and are directly targeted at improving a guest's experience
of an attraction or entertainment venue, whilst providing cross-selling
opportunities and increased revenues to the venues. Management therefore
conclude that they meet the aggregation criteria.

 

The Group's Professional Services reportable segment comprises of professional
services revenues generated independently from the Group's other products.
These revenues are for services that stand separate from our transactional and
licence revenues and fluctuate depending on customer project life cycles.

 

The Group's assets and liabilities are reviewed on a Group basis and therefore
segmental information is not provided for the statements of financial position
of the segments.

 

The CODM monitors the results of the reportable segments prior to charges for
interest, depreciation, tax, amortisation and non-recurring items but after
the deduction of capitalised development costs. The Group has a significant
amount of central unallocated costs which are not segment specific. These
costs have therefore been excluded from segment profitability and presented as
a separate line below segment profit.

 

The following is an analysis of the Group's revenue and results from the
continuing operations by reportable segment, which represents revenue
generated from external customers.

                               2025       2024

                               $000       $000

 Ticketing and Distribution    117,767    113,032
 Guest Experience              28,341     31,463
 Professional Services         8,997      7,796

 Total revenue                 155,105    152,291

 

 

                                                                 Ticketing and Distribution  Guest        Professional Services  Central unallocated  Capitalised development costs  Group

                                                                                             Experience                           costs

 Year ended 31 December 2025                                     $000                        $000         $000                   $000                 $000                           $000
 Revenue                                                         117,767                     28,341       8,997                  -                    -                              155,105
 Cost of sales                                                   (25,857)                    (3,905)      (3,548)                -                    -                              (33,310)
 Central unallocated administrative expenses                     -                           -            -                      (95,726)             (3,050)                        (98,776)
 Cash EBITDA (1)                                                 91,910                      24,436       5,449                  (95,726)             (3,050)                        23,019

 Capitalised development spend                                                                                                                                                       3,050
 Depreciation and amortisation (excluding acquired intangibles)                                                                                                                      (3,950)
 Amortisation related to acquired intangibles                                                                                                                                        (3,362)
 Share-based payments                                                                                                                                                                (4,245)
 Acquisition, integration and disposal-related costs                                                                                                                                 (84)
 Finance income                                                                                                                                                                      1,253
 Finance expense                                                                                                                                                                     (1,360)

 Profit before tax                                                                                                                                                                   14,321

 

                                                                 Ticketing and Distribution  Guest        Professional Services  Central unallocated  Capitalised development costs  Group

                                                                                             Experience                           costs

 Year ended 31 December 2024                                     $000                        $000         $000                   $000                 $000                           $000

(Restated)*
 Revenue                                                         113,032                     31,463       7,796                  -                    -                              152,291
 Cost of sales                                                   (24,104)                    (5,734)      (3,445)                -                    -                              (33,283)
 Central unallocated administrative expenses                     -                           -            -                      (93,544)             (2,633)                        (96,177)
 Cash EBITDA (1)                                                 88,928                      25,729       4,351                  (93,544)             (2,633)                        22,831

 Capitalised development spend                                                                                                                                                       2,633
 Depreciation and amortisation (excluding acquired intangibles)                                                                                                                      (4,259)
 Amortisation related to acquired intangibles                                                                                                                                        (4,212)
 Share-based payments*                                                                                                                                                               (4,988)
 Acquisition, integration and disposal-related costs                                                                                                                                 (127)
 Finance income                                                                                                                                                                      839
 Finance expense                                                                                                                                                                     (2,319)

 Profit before tax*                                                                                                                                                                  10,398

 

(1)   Cash EBITDA is calculated as operating profit before the deduction of
amortisation, impairment of intangible assets, depreciation, acquisition,
integration and disposal costs, deferred and contingent payments, and costs
related to share-based payments but after capitalised development costs.

*This disclosure has been restated to include a revision to the share-based
payment charge in the comparative period. The total for Cash EBITDA is
unchanged. Details of the prior year adjustment are included in note 16.

 

The segments will be assessed as the Group develops and continues to make
acquisitions.

 

An analysis of the Group's external revenues and non-current assets (excluding
deferred tax) by geographical location are detailed below:

                                      Revenue*                   Non-current assets
                                      2025          2024*        2025              2024
                                      $000          $000         $000              $000

 UK                                   35,295        35,687       25,342            24,115
 Italy                                1,422         1,092        37,029            38,274
 Spain                                1,850         1,921        -                 -
 Netherlands                          1,053         1,008        -                 -
 France                               1,822         1,442        -                 -
 Ireland                              427           448          1,940             1,685
 Other Europe                         116           27           1                 1
 USA                                  90,759        89,931       89,196            84,850
 Canada                               5,948         5,427        8,435             8,867
 Mexico                               2,370         3,134        60                96
 Other Central and South America      416           874          -                 -
 United Arab Emirates                 1,912         1,897        1,544             1,746
 Saudi Arabia                         3,907         286          -                 -
 Other Middle East                    90            84           -                 -
 Australia                            5,000         5,014        18                17
 Other South Pacific                  30            41           -                 -
 Japan                                862           1,415        -                 -
 Singapore                            748           1,515        1,861             2,199
 Other Asia                           781           678          -                 12
 Africa                               297           370          -                 -
                                      155,105       152,291      165,426           161,862

 

*The Group's revenue by location disclosure has been revised for the
comparative period to present revenues by the location of the contractual
customer, rather than the end venue. This basis is considered to more closely
reflect the Group's geographical structure and underlying contractual
commitments. There is no change to the total revenue reported or impact to
numbers reported outside of this disclosure.

 

Revenue generated in each of the geographical locations is generally in the
local currency of the customer based in that location.

 

Major customers

 

The Group has entered into agreements with theme parks, theme park groups, and
attractions to operate its technology in single or multiple theme parks or
attractions within the theme park group.

 

There are two park and attraction operators with which the Group has
contractual relationships with combined segmental revenues in excess of 10% of
the total Group revenue. The first park operator accounted for $17.6m (2024:
$17.2m) of Ticketing and Distribution revenue and for $10.3m (2024: $11.7m) of
Guest Experience revenue. The second park and attractions operator accounted
for $16.4m (2024: $15.7m) of Ticketing and Distribution revenue and for $6.4m
(2024: $7.6m) of Guest Experience revenue.

8. Revenue

Revenue primarily arises from the operation and licensing of virtual queuing
solutions, the development and application of eCommerce ticketing,
professional services, and licence sales in relation to point of sale and
guest management software and related hardware. All revenue of the Group is
from contracts with customers.

 

Disaggregated revenue

The Group has disaggregated revenue into various categories in the following
table which is intended to depict the nature, amount, timing and uncertainty
of revenue recognition and to enable users to understand the relationship with
revenue segment information provided in note 7.

                                                                              Year ended 31 December 2025                                              Year ended 31 December 2024*
                                                                              Ticketing and Distribution  Guest        Professional Services           Ticketing and Distribution*  Guest         Professional Services*

                                                                                                          Experience                          Group                                 Experience*                           Group
                                                                              $000                        $000         $000                   $000     $000                         $000          $000                    $000
 Primary geographic markets
 UK                                                                           31,496                      3,799        -                      35,295   31,262                       4,425         -                       35,687
 Italy                                                                        1,422                       -            -                      1,422    1,092                        -             -                       1,092
 Spain                                                                        -                           1,850        -                      1,850    114                          1,807         -                       1,921
 Netherlands                                                                  91                          962          -                      1,053    200                          808           -                       1,008
 France                                                                       -                           1,822        -                      1,822    2                            1,440         -                       1,442
 Ireland                                                                      350                         77           -                      427      345                          70            33                      448
 Other Europe                                                                 116                         -            -                      116      27                           -             -                       27
 USA                                                                          65,382                      17,098       8,279                  90,759   61,325                       20,872        7,734                   89,931
 Canada                                                                       5,268                       680          -                      5,948    5,163                        264           -                       5,427
 Mexico                                                                       2,097                       191          82                     2,370    2,911                        194           29                      3,134
 Other Central and South America                                              416                         -            -                      416      874                          -             -                       874
 United Arab Emirates                                                         1,575                       -            337                    1,912    1,897                        -             -                       1,897
 Saudi Arabia                                                                 3,608                       -            299                    3,907    286                          -             -                       286
 Other Middle East                                                            90                          -            -                      90       84                           -             -                       84
 Australia                                                                    3,241                       1,759        -                      5,000    3,488                        1,526         -                       5,014
 Other South Pacific                                                          30                          -            -                      30       41                           -             -                       41
 Japan                                                                        862                         -            -                      862      1,415                        -             -                       1,415
 Singapore                                                                    748                         -            -                      748      1,515                        -             -                       1,515
 Other Asia                                                                   678                         103          -                      781      621                          57            -                       678
 Africa                                                                       297                         -            -                      297      370                          -             -                       370
                                                                              117,767                     28,341       8,997                  155,105  113,032                      31,463        7,796                   152,291

 Product type
 Licence fees                                                                 4,774                       -            -                      4,774    4,782                        -             -                       4,782
 Support and maintenance                                                      11,090                      586          224                    11,900   9,756                        431           -                       10,187
 Platform fees                                                                -                           2,133        -                      2,133    -                            3,164         -                       3,164
 Virtual queuing                                                              -                           24,209       -                      24,209   -                            25,705        -                       25,705
 Ticketing, eCommerce and Distribution                                        89,611                      479          -                      90,090   88,843                       139           -                       88,982
 Professional services                                                        7,684                       286          8,773                  16,743   5,187                        140           7,796                   13,123
 Hardware                                                                     572                         597          -                      1,169    321                          1,858         -                       2,179
 Other                                                                        4,036                       51           -                      4,087    4,143                        26            -                       4,169
                                                                              117,767                     28,341       8,997                  155,105  113,032                      31,463        7,796                   152,291

 Timing of transfer of goods and services
 Point in time licence fees                                                   3,444                       -            -                      3,444    3,936                        -             -                       3,936
 Point in time virtual queuing/ticketing/hardware/other                       101,903                     27,755       -                      129,658  93,307                       30,753        -                       124,060
                                                                              105,347                     27,755       -                      133,102  97,243                       30,753        -                       127,996

 Over time licence fees                                                       1,330                       -            -                      1,330    846                          -             -                       846
 Over time maintenance, support, platform fees and professional services      11,090                      586          8,997                  20,673   14,943                       710           7,796                   23,449
                                                                              12,420                      586          8,997                  22,003   15,789                       710           7,796                   24,295

                                                                              117,767                     28,341       8,997                  155,105  113,032                      31,463        7,796                   152,291

 Revenue included within point in time licence fees above related to the      1,113                       -            -                      1,113    1,020                        -             -                       1,020
 exercise or lapse of renewal rights

 

 

*The Group's revenue by location disclosure has been restated for the
comparative period to present revenues by the location of the contractual
customer, rather than the end venue. This basis is considered to more closely
reflect the Group's geographical structure and underlying contractual
commitments. There is no change to the total revenue reported or impact to
numbers reported outside of this disclosure.

Contract balances

 

The following tables provide information about contract assets arising from
contracts with customers.

 

                       Group                                                Company
                       Non-current  Current                                 Non-current       Current

                                                        Total                                                   Total
                       $000         $000                $000                $000              $000              $000
                       763          2,805               3,568               16                21                37

 At 31 December 2024

 At 31 December 2025   855          3,981               4,836               21                112               133

                                                                                      Group

 Breakdown of contract assets at 31 December 2025                                     $000

                                                                                                      Company

                                                                                                      $000
 Accrued income                                                                       4,212           93
 Contract commissions                                                                 624             40
                                                                                      4,836           133

 

                                                    Group

 Breakdown of contract assets at 31 December 2024   $000

                                                           Company

                                                           $000
 Accrued income                                     3,223  -
 Contract commissions                               345    37
                                                    3,568  37

 

The contract assets primarily relate to the Group's rights to consideration
for licence fees or professional services recognised but not billed. The
contract assets are transferred to receivables when the rights become
unconditional. This occurs when the Group issues an invoice to the customer in
line with the contractually agreed terms and does not relate purely to the
passage of time. The Group also capitalises commissions paid in connection
with obtaining a contract and recognises the expense over the term of the
agreement, testing for impairment annually.

 

The following tables provide information about contract liabilities arising
from contracts with customers.

 

                       Group                                    Company
                       Non-current  Current             Non-current     Current

                                                Total                               Total
                       $000         $000        $000    $000            $000        $000
                       492          7,265       7,757   -               493         493

 At 31 December 2024

 At 31 December 2025   325          6,868       7,193   -               38          38

 

Transfers of contract liabilities to revenue during the period were equal to
the prior year current liabilities.

 

The contract liabilities primarily relate to support and maintenance services
to be provided for ticketing software licences and guest management software,
where the revenue is recognised over the terms of the agreements. A portion of
contract liabilities relates to upfront milestone billings where the
performance obligation has not yet been satisfied. The remaining balance of
contract liabilities consists of material rights customers of the Group's
ticketing software receive at the time the contract is signed for the right to
use software licences, which allows them to renew at a discount in subsequent
years. Refer to item (b) in the Group's revenue recognition policy table in
note 4 covering software licences and the related maintenance and support
revenue. The revenue is recognised when the customer renews over the term of
the contract or 5 years for contracts that do not have a term.

 

No revenue was recognised in the period ended 31 December 2025 or 2024 from
performance obligations satisfied (or partially satisfied) in previous
periods.

 

                Remaining performance obligations

 

No information is provided about remaining performance obligations at 31
December 2025 or 2024 that have an original expected duration of one year or
less, as allowed by IFRS 15.

 

The amount of revenue that will be recognised in future periods on contracts
with material rights over future discounted licence fees is analysed as
follows:

 

                             31 December 2025                                                     31 December 2024
                                                         Less than 1 year  Between 1 and 5 years  Less than 1 year  Between 1 and 5 years
                                                         $000              $000                   $000              $000
 Material rights over discounted licence fee renewal     362               310                    381               485

 

9. Finance income and expense

 

The table below details the finance income and expense for the current and
prior periods:

 

                                                                    2025         2024
                                                                    $000         $000
 Finance income:
 Bank interest received                                             588          833
 Finance lease receivables                                          -            6
 Revaluation of borrowings held in foreign currency                 665          -

 Total finance income                                               1,253        839

 Finance costs:
 Bank interest                                                      (949)        (1,586)
 Amortisation of capitalised refinance costs                        (311)        (285)
 Lease                                                              (93)         (119)
       Interest on sales tax accrual                                (7)          (54)
       Revaluation of borrowings held in foreign currency           -            (275)

 Total finance costs                                                (1,360)      (2,319)

 Net finance expense                                                (107)        (1,480)

10. Tax

The table below provides an analysis of the tax charge for the periods ended
31 December 2025 and 31 December 2024:

 

                                                                             2025       2024

                                                                             $000       $000
 UK corporation tax
 Current tax on income for the period                                        1,548      505
 Adjustment in respect of prior periods                                      (583)      (101)
                                                                             965        404
 Overseas tax
 Current tax on income for the period                                        314        2,279
 Adjustment in respect of prior periods                                      (315)      271
                                                                             (1)        2,550

 Total current taxation                                                      964        2,954

 Deferred taxation
 Original and reversal of temporary difference - for the current period      2,765      (390)
 Impact on deferred tax rate changes                                         (110)      591
 Original and reversal of temporary difference - for the prior period        (283)      (557)
                                                                             2,372      (356)
 Total taxation charge                                                       3,336      2,598

 

The differences between the actual tax charge for the period and the
theoretical amount that would arise using the applicable weighted average tax
rate are as follows:

                                                                      2025         2024

                                                                                   (Restated)*
                                                                      $000         $000

 Profit on ordinary activities before tax*                            14,321       10,398

 Tax at United States tax rate of 25.62% (2024: 27.36%)               3,669        2,845

 Effects of:

 Expenses not deductible for tax purposes                             171          (218)
 Profit subject to foreign taxes at a different marginal rate         (188)        36
 Adjustment in respect of prior period - income statement             (1,182)      (387)
 Research and Development credit estimation adjustment                84           213
 Research and Development credits utilised                            (331)        (509)
 Share options*                                                       859          77
 Impact of rate changes                                               (110)        591
 Deferred tax on foreign losses and R&D credits not recognised        -            536

 Other                                                                364          (586)

 Total taxation charge                                                3,336        2,598

 

*The prior year tax reconciliation has been updated to amend the profit before
tax to be in line with the restated income statement.

 Deferred taxation             Asset        Liability
                               $000         $000
 Group
 At 31 December 2023           16,703       (8,821)

 Credited/(charged) to income  (1,294)      1,649
 (Charged) directly to equity  (289)        -
 Foreign currency translation  (81)         17
 At 31 December 2024           15,039       (7,155)

 (Charged)/credited to income  (2,957)      585
 Foreign currency translation  41           (37)

 At 31 December 2025           12,123       (6,607)

 Company
 At 31 December 2023           -            (200)

 Credited/(charged) to income  38           132
 (Charged) directly to equity  (1)          -
 Foreign currency translation  -            4
 Netted against the asset      (37)         37

 At 31 December 2024           -            (27)

 Credited to income            27           218
 Foreign currency translation  10           (11)
 Netted against the asset      180          (180)

 At 31 December 2025           217          -

The following table summarises the recognised deferred tax asset and
liability:

                                                   2025         2024

 Group                                             $000         $000
 Recognised asset
 Tax relief on unexercised employee share options  1,678        1,582
 Short-term timing differences                     1,852        1,569
 Net operating losses & tax credits                6,891        3,029
 Capitalised R&D expenditure                       1,702        8,859
 Deferred tax asset                                12,123       15,039

 Recognised liability
 Capital allowances in excess of depreciation      42           (17)
 Short-term timing differences                     (959)        (536)
 Business combinations                             (5,690)      (6,602)
 Deferred tax liability                            (6,607)      (7,155)

 Company
 Recognised asset
 Tax relief on unexercised employee share options  153          110
 Short-term timing differences                     10           18
 Offset against Company deferred tax asset         54           (128)
 Deferred tax asset                                217          -

 

 Recognised liability
 Capital allowances in excess of depreciation     54      (155)
 Offset against Company deferred tax asset        (54)    128
 Deferred tax liability                           -       (27)

 Group
 Unrecognised asset
 Net operating losses & tax credits - Canada      536     536
 Unrecognised deferred tax asset                  536     536

 

The tax rate in the US rate remained at 21% before state taxes, with a
weighted average of 4.62% (2024: 6.36%). Deferred tax assets and liabilities
were measured at a rate of 21% (2024: 21%) plus state taxes in the US with a
weighted average of 4.62% (2024: 6.36%).

 

The tax rate in the UK remained at 25%. Deferred tax assets and liabilities
were measured at a rate of 25% (2024: 25%).

 

There are no material unrecognised deferred tax assets.

 

The critical assumptions used in the assessment for the recognition of the
deferred tax asset on US losses and available tax credits are discussed in
note 6.

 

Taxation and transfer pricing

 

The Group is an international technology business and, as such, transfer
pricing policies are in place to cover funding arrangements, management costs
and the exploitation of IP between Group companies. Transfer prices and the
policies applied directly affect the allocation of Group-wide taxable income
across a number of tax jurisdictions. While transfer pricing entries between
legal entities are on an arm's length basis, there is increasing scrutiny from
tax authorities on transfer pricing arrangements. This could result in the
creation of uncertain tax positions.

 

The Group provides for anticipated risks, based on reasonable estimates, for
tax risks in the respective countries in which it operates. The amount of such
provisions can be based on various factors, such as experience with previous
tax audits and differing interpretations of tax regulations by the taxable
entity and the responsible authority. Uncertainties exist with respect to the
evolution of the Group following international acquisitions holding
significant IP assets, interpretation of complex tax regulations, changes in
tax laws, and the amount and timing of future taxable income.

 

Given the wide range of international business relationships and the long-term
nature and complexity of existing contractual agreements, differences arising
between the actual results and the assumptions made, or future changes to such
assumptions, could necessitate future adjustments to tax income and expense
already recorded.

 

Uncertainties in relation to tax liabilities are provided for within income
tax payable to the extent that it is considered probable that the Group may be
required to settle a tax liability in the future. Settlement of tax provisions
could potentially result in future cash tax payments; however, these are not
expected to result in an increased tax charge as they have been fully provided
for in accordance with management's best estimates of the most likely
outcomes.

 

Ongoing tax assessments and related tax risks

 

The Group has undertaken a review of potential tax risks and current tax
assessments, and whilst it is not possible to predict the outcome of any
current or future tax enquiries, adequate provisions are considered to have
been included in the Group accounts to cover any expected estimated future
settlements.

 

In common with many international groups operating across multiple
jurisdictions, certain tax positions taken by the Group are based on industry
practice and external tax advice or are based on assumptions and involve a
degree of judgement. It is considered possible that tax enquiries on such tax
positions could give rise to material changes in the Group's tax provisions.

 

The Group is consequently, from time to time, subject to tax enquiries by
local tax authorities, and certain tax positions related to intercompany
transactions may be subject to challenge by the relevant tax authority.

 

The Group has recognised provisions where it is not probable that tax
positions taken will be accepted, totalling $1.6m (2024: $1.5m) in relation to
availability of international R&D claims. There is a further provision of
$4.6m (2024: $5.1m) recognised, in connection with tax liabilities inherited
in the entities acquired during the year ended 31 December 2023. This
provision was calculated in accordance with the Group's transfer pricing
policies.

 

The US tax credits recognised in the year were assessed under the section 382
US tax legislation to validate they can be utilised. This assessment will need
to continue to be performed on an annual basis to determine if any restriction
is required.

11. Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period. Own shares held by the Employee Benefit Trust
are eliminated from the weighted average number of shares.

 

Diluted earnings per share is calculated by dividing the net profit
attributable to ordinary shareholders, after adjustments for instruments that
dilute basic earnings per share, by the weighted average of ordinary shares
outstanding during the period (adjusted for the effects of dilutive
instruments).

 

Earnings for adjusted earnings per share, a non-GAAP measure, are defined as
profit before tax before the deduction of amortisation related to
acquisitions, impairment of intangible assets, acquisition, integration and
disposal costs, deferred and contingent consideration linked to continued
employment, and costs related to share-based payments, less tax at the
effective rate on tax impacted items.

 

The table below reflects the income and share data used in the total basic,
diluted, and adjusted earnings per share computations.

                                                                                     2025             2024

                                                                                     $000             (Restated)*

                                                                                                      $000
 Profit attributable to ordinary shareholders ($000)*                                10,985           7,800

 Basic EPS
 Denominator
 Weighted average number of shares used in basic EPS (000s)                          39,287           40,593
 Basic earnings per share (cents)*                                                   27.96            19.21
 Diluted EPS
 Denominator
 Weighted average number of shares used in basic EPS (000s)                          39,287           40,593
 Effect of dilutive securities
 Options (000s)                                                                      1,406            1,004
 Contingent share consideration on business combinations (000s)                      -                29
 Weighted average number of shares used in diluted EPS (000s)                        40,693           41,626
 Diluted earnings per share (cents)*                                                 27.00            18.74

                                                                                2025                           2024

                                                                                $000                           (Restated)*

                                                                                                               $000
 Adjusted EPS

 Profit attributable to ordinary shareholders ($000)*                           10,985                         7,800
 Adjustments for the period related to:
 Amortisation relating to acquired intangibles from acquisitions                3,362                          4,212
 Acquisition and disposal-related costs                                         84                             127
 Share-based compensation and social security costs on unapproved options*      4,245                          4,988
                                                                                18,676                         17,127
 Net tax related to the above adjustments (2025: 16.9%, 2024: 19.5%):           (1,288)                        (1,542)

 Adjusted profit attributable to ordinary shareholders ($000)                   17,388                         15,585

 Adjusted basic EPS
 Denominator
 Weighted average number of shares used in basic EPS (000s)                     39,287                         40,593
 Adjusted basic earnings per share (cents)                                      44.26                          38.39

 Adjusted diluted EPS
 Denominator
 Weighted average number of shares used in diluted EPS (000s)                   40,693                         41,626
 Adjusted diluted earnings per share (cents)                                    42.73                          37.44

*The profit attributable to ordinary shareholders, basic and diluted earnings
per share have been restated in the comparative period to reflect the change
in profits from the prior period adjustment. See note 16 for details.

 

1,143,891 LTIP awards were excluded in the calculation of diluted EPS as at 31
December 2025 (2024: 1,002,774) as a result of exercise conditions contingent
on the satisfaction of certain criteria that had not been met.

 

12. Intangible assets

The cost and amortisation of the Group's intangible fixed assets are detailed
in the following table:

 

                                   Goodwill      Customer                                     Trademarks      Acquired internally developed intellectual property      Patent & IPR costs          Development costs      External development costs      Totals

                                                 relationships & supplier contracts
                                   $000          $000                                         $000            $000                                                     $000                        $000                   $000                            $000
 Cost
 At 31 December 2023               155,701       22,488                                       483             35,875                                                   1,174                       61,286                 -                               277,007

 Foreign currency translation      (766)         (44)                                         -               (491)                                                    (17)                        (204)                  -                               (1,522)
 Additions                         -             -                                            -               -                                                        -                           2,633                  -                               2,633
 Disposals                         -             -                                            -               -                                                        -                           (423)                  -                               (423)

 At 31 December 2024               154,935       22,444                                       483             35,384                                                   1,157                       63,292                 -                               277,695

 Foreign currency translation      1,901         26                                           -               331                                                      94                          1,016                  4                               3,372
 Additions                         -             -                                            -               -                                                        4,000                       3,050                  480                             7,530
 Disposals                         -             -                                            -               -                                                        -                           (10,539)               -                               (10,539)

 At 31 December 2025               156,836       22,470                                       483             35,715                                                   5,251                       56,819                 484                             278,058

 Amortisation
 At 31 December 2023               17,403        12,555                                       469             25,881                                                   558                         54,953                 -                               111,819

 Foreign currency translation      -             (11)                                         1               (167)                                                    (16)                        (142)                  -                               (335)
 Charged                           -             1,636                                        1               2,576                                                    410                         2,372                  -                               6,995
 Disposal                          -             -                                            -               -                                                        -                           (423)                  -                               (423)
 At 31 December 2024               17,403        14,180                                       471             28,290                                                   952                         56,760                 -                               118,056

 Foreign currency translation      -             12                                           -               176                                                      87                          706                    -                               981
 Charged                           -             1,225                                        1               2,137                                                    989                         1,736                  30                              6,118
 Disposal                          -             -                                            -               -                                                        -                           (10,539)               -                               (10,539)

 At 31 December 2025               17,403        15,417                                       472             30,603                                                   2,028                       48,663                 30                              114,616

 

 

 Net book value
 At 31 December 2025  139,433      7,053      11      5,112      3,223      8,156      454      163,442

 At 31 December 2024  137,532      8,264      12      7,094      205        6,532      -        159,639

 

During the year, the Group made a $4.0m purchase of 1RISK intellectual
property. The remaining intangible asset additions of $3.53m relate to
capitalised development costs and external development costs. The Group also
disposed of $10.5m of fully amortised assets relating to accesso Siriusware
and Mobile Applications that were no longer in use by the period end.

 

 

Significant acquisition intangibles

 

 Acquisition  Year  Acquisition intangibles  Remaining useful economic life  Net book value
              2025                           2024
              $000                           $000
 VGS          2023  Customer relationships   7.5 years                       6,265     7,100
 VGS          2023  Acquired technology      2.5 years                       2,555     3,577
 Paradox      2023  Acquired technology      2.25 years                      2,559     3,517

 

The cost and amortisation of the Company's intangible fixed assets are
detailed in the following table:

 

                                   Patent costs      Development costs      External development costs      Totals
                                   $000              $000                   $000                            $000
 Cost
 At 31 December 2023               95                12,457                 -                               12,552

 Foreign currency translation      (1)               (180)                  -                               (181)
 Additions                         -                 1,234                  -                               1,234
 Disposals                         -                 (305)                  -                               (305)

 At 31 December 2024               94                13,206                 -                               13,300

 Foreign currency translation      7                 993                    4                               1,004
 Additions                         -                 792                    80                              872
 Disposals                         -                 (166)                  -                               (166)

 At 31 December 2025               101               14,825                 84                              15,010

 Amortisation
 At 31 December 2023               76                8,653                  -                               8,729

 Foreign currency translation      (1)               (128)                  -                               (129)
 Charged                           10                1,028                  -                               1,038
 Disposals                         -                 (305)                  -                               (305)

 At 31 December 2024               85                9,248                  -                               9,333

 Foreign currency translation      6                 703                    -                               709
 Charged                           9                 1,092                  17                              1,118
 Disposals                         -                 (166)                  -                               (166)

 At 31 December 2025               100               10,877                 17                              10,994

 Net book value
 At 31 December 2025               1                 3,948                  67                              4,016

 At 31 December 2024               9                 3,958                  -                               3,967

 

Capitalised development costs are not treated as a realised loss for the
purpose of determining the Company's distributable profits as the costs meet
the conditions requiring them to be treated as an asset in accordance with IAS
38.

 

Impairment testing of goodwill

The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment or where indicators of impairment exist. The
recoverable amount is determined based on value in use calculations. The use
of this method requires the estimation of future cash flows and the
determination of a discount rate in order to calculate the present value of
the cash flows. The goodwill balances of the Group are monitored and tested at
an operating segment level. Further details on their composition are set out
below.

 

The carrying amount of goodwill is allocated as follows:

                                                          2025         2024
                                                          $000         $000

 Ticketing and Distribution (CGU 1, 2, 3, 7 and 8) *      109,090      107,399
 accesso LoQueue (CGU 5)                                  28,500       28,500
 Professional Services (CGU 9)                            1,843        1,633
                                                          139,433      137,532

 

The key assumptions used in the value in use calculations are as follows:

 

                                                                             2025         2024
 Pre-tax discount rate (%)
  Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)*                           16.2%        15.9%
  accesso LoQueue * (CGU 5)                                                  16.4%        16.2%
  Professional Services* (CGU 9)                                             16.0%        16.1%

  Average annual EBITDA growth rate during forecast period (average %)
  Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)*                           4.3%         6.4%
  accesso LoQueue * (CGU 5)                                                  (13.5%)      1.8%
  Professional Services* (CGU 9)                                             22.1%        19.2%

  Terminal growth rate (%)
  Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)*                           2.0%         2.0%
  accesso LoQueue * (CGU 5)                                                  2.0%         2.0%
  Professional Services* (CGU 9)                                             2.0%         2.0%

 Period on which detailed forecasts based (years)
  Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)*                           5            5
  accesso LoQueue * (CGU 5)                                                  5            5
  Professional Services* (CGU 9)                                             5            5

 

* Comprises the products accesso Passport and Siriusware (CGU 1); accesso
ShoWare (CGU 2); Ingresso (CGU 3); accesso Paradox (CGU 7) and accesso Horizon
(CGU 8).

 

Operating margins have been based on experience, where possible, and future
expectations in the light of anticipated economic and market conditions.
Growth rates beyond the formally budgeted period are based on economic data
pertaining to the industry and region concerned.

 

The discount rates applied to all CGUs are a pre‑tax measure estimated based
on comparable listed company gearing and capital structures, an equity risk
premium and risk-free rate applicable to the country, small stock premium
relative to the market and size of business and an appropriate cost of debt
relative to market conditions.

 

Sensitivity analysis

 

A considerable amount of judgement is applied in setting discount rates,
forecasts and terminal values. If any of the following changes were made to
the following key assumptions, the carrying value and recoverable amount would
be equal as at 31 December 2025.

 

                                                               Ticketing and Distribution*                                                                   accesso

                                                                                                                                                             LoQueue*
                                                               2025                                            2024                                          2025                                        2024

 Pre-tax discount rate                                         Increase by 11.8% to 28.0%                      Increase by 6.0% to 21.9%                     Increase by 3.3% to 19.7%                   Increase by 19.5% to 35.7%

 EBITDA growth rate during detailed forecast period (average)  Reduce by 29.5%                                 Reduce by 29.2%                               Reduce by 14.7%                             Reduce by 52.2%

 Terminal growth rate                                          Reduce by 14.9% to a terminal rate of (-12.9)%  Reduce by 7.2% to a terminal rate of (-5.2)%  Reduce by 6.0% to terminal rate of (-4.0)%  Reduce by 36.8% to terminal rate of

                                                                                                                                                                                                         (-34.8)%

 Excess over carrying value ($000)                                                                                                                           $6,109                                      $45,280

                                                               $59,317                                         $58,994

 

* Comprises the products accesso Passport and Siriusware (CGU 1); accesso
ShoWare (CGU 2); Ingresso (CGU 3); accesso Paradox (CGU 7) and accesso Horizon
(CGU 8).

 

We do not consider there are any plausible changes in assumptions that would
give rise to an impairment in Ticketing and Distribution.

 

The contractual revisions for key customers within accesso LoQueue have been
reflected in the assumptions in the model below. A key assumption over the
forecast period is the continued renewal of existing customers beyond 2027; a
variation from management's expectations could result in a potential value in
use lower than the goodwill carrying value.

 

There is no reasonably possible change in the key assumptions that would
reduce the recoverable amount of Professional Services (CGU 9) to equal the
carrying value as the recoverable amount is achieved within the forecast
five-year period.

 

Environmental risk in cash flows

 

It is expected that air travel will be reduced in the longer term in response
to climate change agendas and we have considered this risk in our cash flow
forecasting for impairment testing. The majority of the venues we serve have
typically localised customer bases rather than being reliant on destination
travel; consequently we consider the risk as minimal on our forecasts.

A review of all project development costs capitalised was performed at year
end with $nil impairment charges recorded.

 

No intangible asset impairment reversals were recorded within the Group during
the current or prior year.

Development costs not yet available for use

 

                Development cost assets not yet available for
use reside in the CGUs as follows and are considered annually for impairment
in line with the goodwill attached to those CGUs. These capitalised costs
relate to development projects which have not been put into use as at the year
end:

 

                                                     2025       2024
  Entity name (and CGU)                              $000       $000

 accesso, LLC (CGUs 1, 2 and 6)                      1,745      496
 accesso Technology Group plc (CGUs 1, 5 and 6)      176        927
 accesso Ireland Limited (CGU 1)                     -          45
 accesso Paradox, Inc (CGUs 1 and 7)                 145        30

 

 

13. Property, plant and equipment

 

The cost and depreciation of the Group's tangible fixed assets are detailed in
the following table:

 

                                   Installed systems      Plant, machinery and office equipment      Furniture & fixtures          Leasehold improvements      Total
                                   $000                   $000                                       $000                          $000                        $000
 Cost
 At 31 December 2023               1,738                  2,900                                      1,039                         71                          5,748

 Foreign currency translation      (33)                   (77)                                       20                            (2)                         (92)
 Additions                         -                      326                                        55                            39                          420
 Disposals                         (105)                  (132)                                      (9)                           (4)                         (250)

 At 31 December 2024               1,600                  3,017                                      1,105                         104                         5,826

 Foreign currency translation      9                      130                                        60                            3                           202
 Additions                         -                      456                                        118                           11                          585
 Disposals                         (430)                  (254)                                      (5)                           -                           (689)

 At 31 December 2025               1,179                  3,349                                      1,278                         118                         5,924

 Depreciation
 At 31 December 2023               1,575                  2,088                                      705                           34                          4,402

 Foreign currency translation      (7)                    (69)                                       14                            (1)                         (63)
 Charged                           98                     583                                        153                           29                          863
 Disposals                         (125)                  (128)                                      (4)                           (1)                         (258)

 At 31 December 2024               1,541                  2,474                                      868                           61                          4,944

 Foreign currency translation      8                      113                                        58                            1                           180
 Charged                           33                     381                                        135                           28                          577
 Disposals                         (430)                  (250)                                      (3)                           -                           (683)

 At 31 December 2025               1,152                  2,718                                      1,058                         90                          5,018

 Net book value
 At 31 December 2025               27                     631                                        220                           28                          906

 At 31 December 2024               59                     543                                        237                           43                          882

 

Refer to note 14 for details of security over the Group's property, plant and
equipment by banking providers.

The cost and depreciation of the Company's tangible fixed assets are detailed
in the following table:

 

                                   Installed systems      Plant, machinery and office equipment      Furniture & fixtures          Totals
                                   $000                   $000                                       $000                          $000
 Cost
 At 31 December 2023               178                    1,050                                      652                           1,880

 Foreign currency translation      (28)                   (15)                                       30                            (13)
 Additions                         -                      83                                         -                             83
 Disposals                         (57)                   (1)                                        -                             (58)

 At 31 December 2024               93                     1,117                                      682                           1,892

 Foreign currency translation      7                      86                                         50                            143
 Additions                         -                      140                                        -                             140
 Disposals                         -                      (4)                                        -                             (4)

 At 31 December 2025               100                    1,339                                      732                           2,171

 Depreciation
 At 31 December 2023               162                    897                                        588                           1,647

 Foreign currency translation      (2)                    (15)                                       21                            4
 Charged                           9                      108                                        35                            152
 Disposals                         (78)                   -                                          -                             (78)

 At 31 December 2024               91                     990                                        644                           1,725

 Foreign currency translation      7                      74                                         48                            129
 Charged                           2                      96                                         37                            135
 Disposals                         -                      (4)                                        -                             (4)

 At 31 December 2025               100                    1,156                                      729                           1,985

 Net book value
 At 31 December 2025               -                      183                                        3                             186

 At 31 December 2024               2                      127                                        38                            167

 

 

Refer to note 14 for details of security over the Group's property, plant and
equipment by banking providers.

14. Borrowings

                                        Group                 Company
                                        2025        2024      2025         2024
                                        $000        $000      $000         $000

 Bank loans                             11,322      14,750    11,322       14,750
 Arrangement fees, less amortised cost  (446)       (697)     (446)        (697)
                                        10,876      14,053    10,876       14,053

 

On 26 May 2023, the Group secured a $40.0m revolving credit facility with a
four-year term, to May 2027, accompanied by a $20.0m accordion option with
HSBC UK Bank PLC. The facility is secured through fixed and floating charges
over assets belonging to the following Group entities: accesso Technology
Group plc, Lo-Q Inc, accesso, LLC, Siriusware, Inc, VisionOne, Inc, Blazer and
Flip-flops, Inc, Lo-Q Service Canada Limited, Lo-Q Limited and Ingresso Group
Limited. As at 31 December 2025, the Group had drawn $11.3m ($10.9m net of
finance costs).

15. Called up share capital

 

                                                2025                     2024
 Ordinary shares of 1p each                     Number           $000    Number           $000

 Opening balance                                41,008,901       592     41,843,760       603
 Issued in relation to exercised share options  -                -       271,882          3
 Repurchase of shares for cancellation          (2,863,647)      (38)    (1,165,559)      (15)
 Contingent consideration settled in shares     29,409           -       58,818           1

 Closing balance                                38,174,663       554     41,008,901       592

 

 During 2025, nil shares (2024: 271,882 shares), with a nominal value $nil
 (2024: $3,422), were allotted following the exercise of share options.

 The number of shares held by the accesso Technology Group plc Employee Benefit
 Trust as at 31 December 2025 was 1,294,264 shares (2024: 682,248). 715,640
 shares (2024: nil) were purchased by the Employee Benefit Trust during the
 year.

 In addition to the two share repurchase schemes commencing in 2023 and 2024,
 the Board approved two further share repurchase programmes during 2025, for a
 combined value of £12.0m GBP. The first 2025 programme commenced in April
 2025 and concluded in October 2025, with a total repurchase and cancellation
 of 1,746,901 shares for a total consideration of $10.8m (GBP £8.0m). The
 second 2025 programme commenced in October 2025 and concluded in January 2026,
 with a total repurchase and cancellation of 1,175,202 shares for a total
 consideration of $5.3m (GBP £4.0m). In total during 2025, the Company had
 repurchased and cancelled 2,863,647 shares for a total of $15.9m (GBP
 £11.9m). In 2024, 1,165,559 shares were repurchased and cancelled for a total
 of $8.1m (GBP £6.2m).

 In 2025, 29,409 shares (2024: 58,818) were issued in relation to the
 settlement of contingent consideration.

 The holders of ordinary shares are entitled to receive dividends as declared
 from time to time and are entitled to one vote per share at meetings of the
 Company.

 Following the adoption of new Articles of Association on 12 April 2011, the
 Company no longer has an authorised share capital limit.

 All issued share capital is fully paid as at 31 December 2025.

 

16. Share-based payment schemes and transactions

 

Share option schemes

 

At 31 December 2025 the following share-based incentives were outstanding in
respect of the ordinary shares:

 

 Scheme                        Number of shares      Period of option                          Price per share
 UK CSOP Scheme                14,184                22 March 2018 to 21 March 2028            775 p
                               23,800                13 May 2019 to 12 May 2029                775 p
 UK unapproved Scheme           6,250                29 April 2016 to 28 April 2026            1105 p
                               21,716                22 March 2018 to 21 March 2028            775 p
 US Scheme                     93,400                29 April 2016 to 28 April 2026            1105 p
                               83,600                21 March 2018 to 20 March 2028            775 p
                                7,500                22 March 2018 to 12 July 2028             775 p
                               82,300                13 May 2019 to 12 May 2029                775 p
 Other schemes                 1,650                 29 April 2016 to 28 April 2026            1105 p
                               6,600                 22 March 2018 to 21 March 2028            775 p
                               8,400                 13 May 2019 to 12 May 2029                775 p
 Long-Term Incentive Plan      642,161               20 June 2023 to 19 June 2026                  - (1)
                               402,968               2 February 2024 to 1 February 2026            -
                               265,401               8 May 2024 to 7 May 2027                      - (1)
                               42,939                26 September 2024 to 25 September 2027        - (1)
                               56,701                27 January 2025 to 26 January 2028        - (1)
                               402,973               7 August 2025 to 6 August 2028            - (1)
                               51,898                8 September 2025 to 7 September 2028      - (1)
                               117,371               1 October 2025 to 30 September 2028       - (1)
 Share plan 2021               9,550                 31 July 2021 to 30 July 2031              -
                               900                   27 May 2022 to 26 May 2032                -
                               1,295                 15 July 2022 to 14 July 2032              -
                               86,680                20 June 2023 to 19 June 2026              -
                               91,660                20 June 2023 to 19 June 2033              -
                               51,054                4 August 2023 to 19 June 2027             -
                               32,191                4 August 2023 to 3 August 2026            -
                               3,000                 2 November 2023 to 19 June 2026           -
                               200                   8 May 2024 to 7 May 2028                  -
                               1,635                 8 May 2024 to 7 May 2034                  -
                               2,980                 8 May 2024 to 7 May 2027                  -
                               7,200                 7 August 2025 to 6 August 2029            -
                               89,587                7 August 2025 to 6 August 2035            -
                                169,075              7 August 2025 to 6 August 2028            -
 Canada Share Plan 2023        5,935                 20 June 2023 to 19 June 2036              1 p
                                185                  4 August 2023 to 19 June 2036             1 p
                               740                   8 May 2024 to 7 May 2034                  1 p
                               13,200                7 August 2025 to 6 August 2035            1 p

                               2,898,879

(1)   Vesting is conditional on achievement of certain market-based
conditions.

 

Equity-settled share option schemes

 

Details of the number of share-based incentives and the weighted average
exercise price (WAEP) outstanding during the period are as follows:

                                     2025                                   2024
                                     Number         WAEP (pence)            Number            WAEP (pence)
 Outstanding at beginning of year    2,415,133      142.14                  2,516,804         153.42
 Granted during the year             913,105        0.02                    888,325           -
 Exercised during the year           (103,624)      -                       (726,576)         5.20
 Leavers, lapsed and other           (325,735)      550.10                  (263,420)         530.97

 Outstanding at the end of the year  2,898,879      105.00                  2,415,133         142.14

 Exercisable at the end of the year  361,145        842.36                  425,600           806.55

 

The exercise price of options outstanding at 31 December 2025 range between 0p
and 1105p (2024: 0p and 1105p) and their weighted average contractual life was
2.74 years (2024: 2.60 years).

 

The weighted average share price at the date of exercise for share options
exercised during the period was 460.18p (2024: 574.89p). Both share awards and
long-term incentives were issued in the current year. The inputs to the model
for all-employee share options issued in the current period were as follows:

                                                                                2025
 Weighted average exercise price of options issued during the period (pence)    0.05
 Expected volatility (%)                                                        40.1%
 Expected life beyond vesting date (years)                                      3.00
 Risk-free rate (%)                                                             3.9%
 Dividend yield (%)                                                             -

 

The Group did not enter into any share-based payment transactions with parties
other than employees during the current or previous period.

 

Expected volatility was determined by calculating the historic volatility of
the Group's share price over a period commensurate with the remainder of the
performance period immediately prior to the date of grant. Expected life is
based on the Group's assessment of the average life of the option following
the vesting period.

 

Long-Term Incentive Plans subject to performance-based market conditions

 

 During the current and prior period, the Group granted conditional share
 awards ("awards") over ordinary shares under the Long-Term Incentive Plan with
 their vesting periods set out in the table below. Awards are required to be
 held for a further six months after the vest date, as well as being subject to
 certain performance conditions.

 

The fair values of the awards at the dates of grant were calculated using the
Monte Carlo statistical modelling approach to reflect the market conditions
within the award conditions. The award dates, number of awards granted
assuming the performance conditions are fully met, and inputs to the valuation
model were as follows:

 

 

 

 

 

 

 

 

 Long-term incentive awards issued 2025  27 January 2025  7 August 2025  8 September 2025  1 October 2025
 Awards issued                           56,701           402,973        51,898            117,371
 Expected volatility (%)                 40.9%            40.1%          39.6%             39.1%
 Expected life years                     3                3              3                 3
 Risk-free rate (%)                      4.6%             3.9%           3.9%              4.0%
 Dividend yield (%)                      -                -              -                 -

 

 Long-term incentive awards issued 2024  8 May 2024  26 September 2024
 Awards issued                           372,592     42,939
 Expected volatility (%)                 40.9%       40.9%
 Expected life years                     3           3
 Risk-free rate (%)                      4.6%        4.6%
 Dividend yield (%)                      -           -

 

Prior year adjustment

During 2025, the Group identified an adjustment regarding the share-based
payment charge disclosed in 2024 requiring restatement of the prior period.

During 2024, 159,810 share options did not vest as a result of not meeting
market-based performance conditions. An amount of $0.66m was reversed through
2024 in relation to these shares incorrectly, as the charge recognised under
IFRS 2 should be recognised regardless of whether the options vest.
Separately, following a review of the share-based payment calculation, an
additional $0.62m charge has been recognised in respect of LTIPs granted
during 2024. The total impact is a $1.28m understatement to the share-based
payment charge in 2024.

This also has the following impact to the following notes within the accounts:

Group:

·    Within the Group's statement of profit and loss, it decreases Group
operating profit from $13.2m to $11.9m and decreases profits for the period
from $9.1m to $7.8m.

·     Within the Group's statement of changes in equity, the share-based
payment value within retained earnings has increased by $1.28m to $4.96m
offsetting the decrease to profits. The opening and closing retained earnings
positions are unchanged.

·     Within note 11, the adjustment to profits reduces the basic EPS by
$3.17 from $22.38 to $19.21 and the diluted EPS by $3.08 from $21.82 to
$18.74.

·    The adjustment also appears in disclosures where the share-based
payment charge is a reconciling item. This impacts the statement of cash
flows, the reconciliation of Cash EBITDA to profit before tax in note 7, and
the underlying administrative expenses reconciliation.

 

There is no impact to totals presented for the alternative performance
measures Cash EBITDA, underlying administrative expenses or adjusted EPS.
There is also no impact to the Group for periods prior to 2024. There is also
no impact to the disclosures regarding share-based payment schemes and
transactions as disclosed in note 16.

 

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.   END  FR UKVNRNOUOUAR



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