REG - ActiveOps PLC - Interim Results
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RNS Number : 1723J ActiveOps PLC 27 November 2025
27 November 2025
ActiveOps Plc
("ActiveOps", "the Company", "the Group")
Interim Results for the six months ended 30 September 2025
ActiveOps plc (AIM: AOM), a leading provider of Decision Intelligence software
for service operations, is pleased to announce its unaudited results for the
six months ended 30 September 2025.
Financial Highlights:
Six months ended 30 September H1 FY26 H1 FY25 Change
Total Revenue £20.8m £14.3m +45%
Organic Revenue((1)) £18.7m £14.3m +31%
Software & Subscription revenue £15.3m £13.0m +18%
Training & Implementation ("T&I") revenue £3.4m £1.3m +162%
Annual Recurring Revenue ("ARR")((2)) £40.6m £26.2m +55%
Organic Annual Recurring Revenue £32.5m £26.2m +24%
Net Revenue Retention ("NRR")((3) )on an annualised basis 114% 108% +6ppts
Gross margin 84% 84% -
Adjusted EBITDA((4)) £2.0m £1.0m +100%
Adjusted Profit before tax((5)) £0.7m £0.5m +40%
Basic (loss) / earnings per share (1.31p) 0.52p -352%
Net cash and cash investments((6)) £13.3m £13.4m -1%
· Continued strong overall ARR growth of 55% or 58% on a constant currency basis
("CC") with organic ARR growth of 24% against prior year (27% CC),
underpinning total revenue growth of 45% (50% CC) or 31% on an organic basis
· Strong revenue growth across all geographies with particular momentum in South
Africa, up 86% to £1.3m (H1 2025: £0.7m), driven by customer expansion and
new customer acquisitions, with the region securing two new customers during
H1
· Adjusted EBITDA doubled to £2.0m (H1 2025: £1.0m) whilst targeted investment
continued in the Group's sales capability, capacity, and leadership functions
· Adjusted Profit before tax increased 40% to £0.7m (H1 2025: £0.5m)
· Costs of £1.4m in relation to the acquisition of Enlighten Group in late June
2025 meant a statutory loss before tax of £0.7m
· Cash conversion was negative in the period, in line with expectations due to
the H2 seasonality of the Group's contract renewals cycle and is expected to
revert to over 100% for FY26 as a whole
· Debt free, robust balance sheet including £13.3m cash and cash equivalents at
the period end (30 September 2024: £13.4m including cash investments)
Operational Highlights
· Five new customers secured during the period (H1 FY25: three, H1 FY24: two)
offering significant expansion opportunity
· Expansion within existing customers resulted in a healthy NRR of 114% (H1
2025: 108%), or 116% CC
· Continued strong momentum in customer upgrades to ControliQ Series 3, now in
use by 33% of customers
· Pleasing early uptake of ControliQ Series 4 following launch in January 2025,
with 14% of customers now using this most advanced version of our platform,
reflecting growing demand for its AI-driven insights and advanced capacity
planning capabilities
· Momentum in CaseWorkiQ sales continues, with total CaseWorkiQ ARR growth of
76% in the period
· Acquisition of competitor, Enlighten Group Pty on 27 June 2025, strengthening
the Group's presence in both North America and Asia Pacific region and
expanding the customer base and capability. The team are focused on the
integration process which is progressing well with cost synergies on target
· Strengthened go-to-market and sales leadership capabilities with the
appointments of a new Chief Revenue Officer and Group Head of Partners towards
the end of the period, and the continued selective hiring of sales capacity
across key regions
Outlook
· Well positioned for a strong second half, with continued momentum
expected to deliver full-year results in line with the recently upgraded
market expectations
ActiveOps Executive Chair, Richard Jeffery, commented:
"The first half of FY26 has seen continued progress in the delivery of our
strategy, supporting an accelerated organic growth rate, increased pace of new
customer acquisition and major expansions with existing customers, all
underpinned by continued profitability and cash generation.
"Our Decision Intelligence software platform is helping operations teams
unlock latent capacity and transform with confidence, maximising potential and
protecting lasting impact. Through the advances we are making in our software
platform and solutions, including leveraging AI effectively, we can ensure
that value is realised today, tomorrow, and beyond, providing us with a
considerable runway for future growth.
"Since the period-end, I am pleased to report that trading has continued to be
healthy, including three additional new customer wins and continued further
expansions with existing customers. We are well positioned for a strong second
half, with current momentum expected to deliver full-year results in line with
the recently upgraded market expectations."
* In so far as the Board is aware, as at 26 November 2025, consensus market
expectations for the full year to 31 March 2026 were for revenues in the range
of £42.4m to £45.0m, adjusted EBITDA of £3.4m to £5.3m and adjusted PBT of
£2.1m to £4.4m.
Footnote to Financial highlights
The above non-GAAP measures are unaudited
(1. ) Organic revenue excludes revenue generated by Enlighten Group Pty.
(2. ) Annual Recurring Revenue is annualised recurring revenue from contracts with
customers.
(3. ) Net Revenue Retention is the percentage of recurring revenue retained from
existing customers.
(4. ) Adjusted EBITDA is used by management to assess the trading performance of the
business. Defined as Operating profit before depreciation, amortisation,
share-based payment charges and costs related to M&A activities.
(5. ) Adjusted PBT is reported PBT excluding costs related to M&A activities.
(6. ) Cash and cash equivalents plus cash investments on the Balance Sheet at the
period end.
For more information, please contact:
ActiveOps Via Alma
Richard Jeffery, Executive Chair www.activeops.com (http://www.activeops.com/)
Emma Salthouse, Chief Financial Officer
Investec Bank plc +44 (0)20 7597 5970
Nominated Adviser and Joint Broker
Patrick Robb / Nick Prowting / James Smith
Canaccord Genuity Limited +44 (0)20 7523 8000
Joint Broker
Simon Bridges / Harry Gooden / Harry Rees
Alma Strategic Communications + 44(0) 203 405 0205
Caroline Forde / Louisa El-Ahwal
About ActiveOps
ActiveOps is a Software as a Service business, dedicated to helping
organisations create more value from their service operations. ActiveOps'
Decision Intelligence software solutions are specifically designed to support
leaders with the vast number of decisions they make daily in the running their
operations. Our customers make better decisions and consume less time and
effort making them. The outcomes are significantly improved turnaround times
and double-digit improvements in productivity with backlogs of work materially
reduced. Customers also leverage the capacity created to invest in
transformation and development, and more efficiently utilise resources.
The Company's AI-powered SaaS solutions are underpinned by over 15 years of
operational data and its AOM methodology which is proven to enhance cross
departmental decision-making.
The Company has approximately 280 employees, serving a global base of
enterprise customers from offices in the UK, Ireland, USA, Canada, Australia,
India, and South Africa. The Group's customers are predominantly in the
banking, insurance, healthcare administration and business process outsourcing
(BPO) sectors, including Nationwide, TD Bank, Elevance and Xchanging.
EXECUTIVE CHAIR STATEMENT
The first half of FY26 has seen continued excellent progress in the delivery
of our strategy, supporting an accelerated organic growth rate, increased pace
of new customer acquisition and major expansions with existing customers,
underpinned by continued profitability and cash generation.
This pleasing performance reflects both the strength of demand for our
technology and the discipline with which we continue to execute. Across every
region, large enterprises are looking for greater control, insight and agility
in how they manage operations. The re-platforming work we have carried out
over the last 24 months means that in the past year, ActiveOps has delivered
more value to customers than in the previous decade, expanding the use cases
for our software and driving measurable ROI.
Our Decision Intelligence platform is helping operations teams unlock latent
capacity in their teams and transform with confidence, maximising potential
and protecting lasting impact. Through the advances we are making in our
platform and offerings, leveraging the value of AI, we can ensure that value
is realised today, tomorrow, and beyond, providing us with a considerable
runway for future growth.
We were pleased to host our first Capital Markets Day at the beginning of
November, where we shared how ActiveOps is transforming service operations
through Decision Intelligence and set out our growth strategy. This focused on
scaling with enterprise customers directly and through partners, accelerating
R&D to deliver unique capabilities, executing with discipline through a
scalable model and pursuing our medium-term financial ambition to become a
£100m ARR business with a 25% EBITDA margin.
With solid progress across all parts of the business and a clear roadmap
ahead, we have entered the second half of the year in a strong position,
confident in our ability to deliver continued growth and increasing value for
both customers and shareholders.
A strong financial performance
Revenue for the six months to 30 September 2025 grew strongly by around 45%
year-on-year, or 50% CC to approximately £20.8m. On an organic basis, revenue
grew by 31% to £18.7m, a significant uptick in our growth rate, demonstrating
the positive impact of our prior investments in our go to market activities
and product innovation. SaaS revenue increased 33% (38% CC) to £17.3m,
reflecting continued expansion across regions and good momentum in both new
customer wins and growth within existing accounts. Annual Recurring Revenue
rose 55% (58% CC) to £40.6m, with organic growth of 27% CC and Net Revenue
Retention at 116% CC (H1 FY25: 108%), clear evidence that customers are
deepening their use of our platform.
ActiveOps remained highly cash generative, ending the period with £13.3m in
cash and no debt, after £5.8m was used to fund the acquisition of Enlighten.
Adjusted EBITDA increased to £2.0m (H1 FY25: £1.0m) and adjusted profit
before tax rose to £0.7m (H1 FY25: £0.5m).
As part of the Enlighten acquisition, the Group incurred certain one-off
integration and transaction costs. These items are non-recurring and while
they have affected reported profit in the period, they have no impact on the
Group's underlying trading performance. Overall, the Group remains well
capitalised and well positioned to support continued growth.
New customer win momentum
Our prior investments in software solutions and Sales & Marketing are
supporting a sustained increase in new customer wins. Five new customers were
added in the period, vs three in H1 FY25 and two in H1 FY24. These included
Financial Service institutions across South Africa, the UK and APAC.
Expanding within our customer base
Growth in the first half continued to be driven primarily by expansion within
our existing base supported by new customer wins. Average expansion contract
values were higher than in FY25, as customers scale deployments more widely
across regions. Customer logo churn remained low reflecting the stickiness of
our platform and the measurable impact it delivers.
We continue to see strong expansion among large enterprise customers. This
included a Tier 1 bank extended its Decision Intelligence deployment during
the period, adding almost 2,000 users across multiple divisions and delivering
a substantial uplift in ARR. The customer has already reported clear
productivity and efficiency gains with further rollouts planned, demonstrating
the scalability of our platform and the value created when customers embed our
software more deeply into their operations.
While enterprise sales cycles remain long in some markets, the general
momentum in customer engagement and expansion continues to be strong. The
blend of new customer wins, broadening adoption among existing clients, and
consistently high retention provides a solid foundation for sustained growth
in the period ahead.
Increasing customer and new prospect engagement
Our customers are our greatest fans and most powerful sales tool. Nowhere is
this more evident than at our annual customer conference, Capacity25, which
was replicated in three locations around the world in October. Incorporating
keynote speeches from industry leaders, demonstrations of our latest AI
powered capabilities and real use cases from customers. These events bring
together both customers and prospective customers and provide a wealth of
further customer expansion opportunities. Total attendees for the three events
were up 12% this year, with a particularly robust performance in Australia as
we welcomed our new Enlighten customers and colleagues.
In addition to our direct sales and marketing activities, we are now exploring
the expansion of our sales reach through the selective addition of Partners.
To support this initiative, we have hired a Group Head of Partners who will
help formalise our partner strategy over the coming months. Our partnership
signed in FY25 with Rulesware, a delivery partner for Pega and Appian, is
already showing promise.
We have also recently welcomed a new Chief Revenue Officer to the Group, to
ensure we have sufficient leadership bandwidth to continue to execute across
all areas of our growth strategy.
Integration of Enlighten progressing well
The integration of Enlighten following its acquisition in June 2025 is
progressing well and is already adding momentum to the business. The
acquisition has strengthened our position in North America and Asia Pacific,
expanded our customer base, and brought valuable expertise in organisational
transformation and workforce optimisation. Combining our two teams has created
a deeper bench of talent and insight and has given us greater scale and
capability to support enterprise clients globally.
The combined business is well positioned to realise the operational
efficiencies and revenue synergies anticipated at the time of the transaction,
creating a stronger platform for sustainable growth.
Continued innovation to expand our Total Addressable Market (TAM)
ActiveOps continues to deliver innovative software products that meet the
evolving needs of our customers, leveraging close relationships and over 15
years of experience. Our product strategy focuses on functional technology
that drives measurable outcomes, with AI and ML increasingly embedded across
our suite to address the complex operational issues faced by large service
operations teams.
An important workstream is our Convergence programme, bringing all our
offerings onto one cloud platform. This is on track to conclude mid-year 2026,
providing a more compelling cross-sale proposition for our customers and
increasing our ability to target the transformation agenda within
organisations.
We continue to see growth across all three of our software solutions, with
ControliQ ARR increasing 22% in the period, WorkiQ up 10% and CaseWorkiQ, our
newest offering, up 76%, reflecting both strong uptake within existing
customers and healthy acquisition of new customers.
ControliQ Series 4 launched in Q4 FY25, providing the latest AI tools,
increased automation and capacity, and requiring zero technical effort from
customers. Initial adoption has been encouraging, with 14% of customers
upgrading to Series 4 by the end of H1 FY26. Work on ControliQ Series 5 is
underway with six Beta customers currently engaged and a wider rollout planned
from March 2026.
Positive Current Trading and Outlook
Since the period-end, trading has continued to be healthy, including three
further new customer wins, including a major healthcare insurance provider in
North America and further customer expansions. We are well positioned for a
strong second half, with continued momentum expected to deliver full-year
results in line with the recently upgraded market expectations.
Group Financial Performance and Chief Financial Officer's Report
I am pleased to report on a strong first half for the Group, delivering 45%
revenue growth (H1 FY25: 11%) and adjusted profit before tax of £0.7m (H1
FY25: £0.5m). We have continued to invest in our team and software solutions
and were delighted to complete the acquisition of Enlighten in the period,
utilising our cash resources to expand our offering and presence in key
markets. We have seen growth in the period across each of our geographic
regions and solutions, with the increased investment in our go to market teams
delivering a demonstrable uptick in new customer acquisition alongside our
continued strong expansion performance.
Revenue
Total revenue for the Group at £20.8m (H1 FY25: £14.3m) is 45% ahead of the
same period last year, Organic revenue excluding Enlighten was £18.7m (H1
FY25: £14.3m), an increase of 31%. Software and subscription revenues
increasing by 34% to £17.3m (H1 FY25: £13.0m) on a reported basis. Training
and Implementation ('T&I') revenue increased to £3.5m (H1 FY24: £1.3m).
Revenue growth was exceptionally high in North America, increasing by 22% to
£7.7m (2024: £6.4m), driven by customer expansion and new customer
acquisitions, with the region securing five new customers during the period.
Annual Recurring Revenue
ARR is a key performance metric for the Group. ActiveOps' ARR at 30 September
2025 totalled £40.6m (30 September 2024: £26.2m), representing year-on-year
growth of 55% (58% CC), and organic ARR growth of 24% (27% CC).
Net revenue retention ('NRR') of existing customers on a constant currency
basis was 116% (H1 FY25: 108%) with the stability of our customer base
remaining a key strength, demonstrating both the resilience of our recurring
revenue and the meaningful outcomes our solutions enable.
Overall, 75% of customers increased or maintained ARR (H1 FY25: 85%),
including 30% who increased ARR by 20% or more (FY25: 34%), demonstrating that
once secured, we are adept at expanding our solutions into new teams,
divisions, and geographies at the customer.
We have seen an increase in our win rate which is evident in the proportion of
ARR growth arising from the addition of new customers, with 39% of new ARR
coming from Win activities in the period, versus 17% in H1 FY25.
Margins and Operating Profit
Gross profit margins of 84% (H1 2025: 84%) have remained consistent with the
prior period. SaaS gross profit margins have increased to 90% (H1 2025: 88%)
benefitting from the scalability of the SaaS business model.
Operating expenses (excluding share-based payments, depreciation and
amortisation, and acquisition related costs) increased to £15.6m (H1 FY25:
£10.9m) primarily due to the consolidation of operating expenses incurred by
the acquired entity, as well as the planned investment in the Group's sales
capability.
Adjusted EBITDA doubled to £2.0m (H1 FY25: £1.0m), a 9% margin (H1 FY25: 8%)
reflecting the strong SaaS business model. We anticipate our EBITDA margin to
remain at this level in H2, as we realise further cost synergies into H2 and
continued ongoing sales investment, before increasing again in FY27, as SaaS
revenues grow as a proportion of Group revenue and operational leverage comes
through from the investments already made.
Product and Technology Expenditure
Total expenditure on product management, research, development, and support in
the first half increased to £2.9m (H1 FY25 £1.8m), including £0.4m of
Enlighten costs. Capitalised labour of £1.0m (H1 FY25 £0.5m) related to the
development of new product features.
Depreciation and Amortisation
Depreciation and amortisation of £1.1m (H1 FY25: £0.6m) principally
comprised intangible amortisation following: the acquisition of the
OpenConnect entity in 2019 and the assets retained from the subsequent sale in
2020; acquisition of the Australian entities in 2017; amortisation of
capitalised development costs; and acquisition of Enlighten Group Pty Ltd in
2025.
Taxation
The Group operates a transfer pricing policy to ensure that profits are
correctly recorded in each of the jurisdictions in which it operates.
ActiveOps has brought forward tax losses in the UK and Irish legal entities,
and the corporation tax charge in the accounts is foreign corporation tax.
Statutory Results
The Group reported a loss before tax of £0.7m (H1 FY25: £0.5m profit).
Earnings per Share
Basic Earnings per Share for the period was a loss of 1.31p (H1 FY25: profit
of 0.52p). Earnings per Share for the period excluding costs related to
M&A activities was a profit of 0.69p.
Dividend
The Board has determined that no dividend will be paid in the period. The
Group is primarily seeking to achieve capital growth for shareholders at this
time. It is the Board's intention during the current phase of the Group's
development to retain distributable profits from the business to the extent
they are generated.
Cash flow
Cashflow from operations in the first half of the year was negative £1.3m (H1
FY25: £3.8m). The cashflow from operations is typically negative in H1 due to
the phasing of renewals over the year, and the timing of invoices raised. A
significant level of ActiveOps renewals take place in the second half of the
year and the timing of payments of annual in advance billing impacts the cash
position at 30 September 2025.
Acquisition of Enlighten
On 27 June 2025, the Group signed a sale and purchase agreement to acquire the
entire issued share capital of Enlighten Group Pty Ltd, a competitor business.
Enlighten is a software & professional services company in workforce
optimisation, predominantly serving the North America and Asia Pacific
markets. The Group has agreed to pay a total maximum consideration of up to
USD21.5m (approximately £15.9m), payable in cash from the Group's existing
cash resources and the operating cash flow generated over the period up to 30
June 2027.
The total consideration consists of an initial consideration of USD8.5m
(approximately £6.3m), on a cash free, debt free basis, and a contingent
deferred consideration of up to USD13m (approximately £9.6m), payable in cash
dependent on the financial performance of Enlighten in relation to a mix of
SaaS revenues delivered and contract renewals achieved, consistent with the
current run rate of the business. The maximum contingent deferred
consideration payable is up to USD8.0m (approximately £5.8m) for the year
ending 30 June 2026, and up to USD5.0m (approximately £3.7m) for the year
ending 30 June 2027.
With over 20 enterprise customers, the Acquisition has increased ActiveOps'
ARR by approximately £8.1m, on a pro forma basis, and is earnings enhancing,
with an anticipated EPS accretion of no less than 15% in the first full year
of ownership, being the financial year ending 31 March 2027.
Integration of the business is progressing to plan, which although incurring
£1.4m of costs related to M&A activity during the period, will support a
return to EBITDA margin appreciation in the year ahead and be materially
earnings enhancing.
Balance sheet
The Group has a strong balance sheet position with no debt and net assets of
£9.1m (H1 FY25: £9.3m) including cash and cash equivalents of £13.3m at the
end of the period (H1 FY25: £13.4m including £5.1m cash investments).
Net cash outflows in relation to the acquisition of Enlighten totalled £5.8m,
of which £5.1m is the net of the initial consideration paid and an historic
sales tax liability which was withheld from the initial consideration paid to
the sellers, and £0.7m is professional fees relating to the acquisition
Forward-looking statements
The IMR contains certain forward-looking statements. These statements are made
by the Directors in good faith based on the information available to them up
to the time of their approval of this report, but such statements should be
treated with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such forward-looking
information.
Emma Salthouse
Chief Financial Officer
Unaudited Consolidated Statement of Profit and Loss and Other Comprehensive
Income
for the six month period to 30 SEPTEMBER 2025
Notes Six months ended September 2025 Six months ended September 2024
£000 £000
Revenue 3 20,828 14,320
Cost of sales 4 (3,275) (2,258)
Gross profit 17,553 12,062
Administrative expense excluding share option charges, depreciation and (15,564) (10,923)
amortisation
Administrative expenses - share option charges only (303) (219)
Administrative expenses - depreciation and amortisation only (1,068) (634)
Administrative expenses - one-off costs related to M&A activities (1,430) -
Total administrative expenses (18,365) (11,776)
Operating (loss)/profit (812) 286
Finance income 105 205
Financing cost (22) (21)
Share of loss of associates (18) -
(Loss)/profit before taxation (747) 470
Taxation (190) (100)
(Loss)/profit for the period (937) 370
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translating foreign operations (98) (100)
Total other comprehensive income (98) (100)
Total comprehensive (loss)/income for the period attributable to the owners of (1,035) 270
the parent company
Basic and diluted earnings/(loss) per share
Basic earnings per share 5 (1.31p) 0.52p
Diluted earnings per share 5 (1.31p) 0.49p
unaudited Consolidated condensed Statement of Financial Position as at 30
September 2025
At 31 March Notes As at 30 September 2025 As at 31 As at 30 September 2024
£000 March 2025 £000
Unaudited £000 Unaudited
Audited
Non-current assets
Intangible assets 25,091 5,592 5,556
Property, plant and equipment 232 206 225
Right-of-use assets 204 201 251
Investments accounted for using the equity method 362 380 -
Deferred tax assets 909 312 175
Total non-current assets 26,798 6,691 6,207
Current assets
Trade and other receivables 6 4,776 5,745 3,983
Cash investments - - 5,067
Cash and cash equivalents 13,267 20,586 8,377
Total current assets 18,043 26,331 17,427
Total assets 44,841 33,022 23,634
Equity
Share capital 71 71 71
Share premium account 6,048 6,048 6,048
Merger relief reserve 396 396 396
Share option reserve 879 656 603
Foreign exchange reserve (761) (663) (460)
Retained earnings 2,511 3,368 2,634
Total equity 9,144 9,876 9,292
Non-Current liabilities
Lease liabilities 36 106 174
Provisions 432 391 212
Deferred tax liabilities 2,476 508 565
Contingent consideration 8 3,321 - -
Total non-current liabilities 6,265 1,005 951
Current liabilities
Trade and other payables 7 21,393 21,868 13,231
Contingent consideration 8 5,566 - -
Lease liabilities 1,441 106 68
Corporation tax payable 1,032 167 92
Total current liabilities 29,432 22,141 13,391
Total equity and liabilities 44,841 33,022 23,634
unaudited Consolidated condensed Statement of Cash Flows for the period ended
30 september 2025
Notes Six months ended 30 September 2025 Six months ended 30 September 2024
£000 £000
(Loss)/profit after tax (937) 370
Taxation 190 100
Finance income (105) (205)
Finance expense 22 21
Loss from associates 18 -
Operating (loss)/profit (812) 286
Adjustments for:
Depreciation of property, plant and equipment 61 58
Depreciation of right of use asset 84 50
Amortisation of intangible assets 923 526
Share option charge 303 219
Change in trade and other receivables 6 2,506 1,956
Change in trade and other payables and provisions 7 (4,108) (6,721)
Cash used in operations (1,043) (3,626)
Bank charges (11) (9)
Taxation paid (293) (208)
Net cash generated used in operating activities (1,347) (3,843)
Investing activities
Purchase of property, plant and equipment (62) (64)
Capitalisation of development costs (949) (472)
Proceeds from sale of PPE - 1
Interest received 100 205
Acquisition of subsidiaries net of cash acquired 8 (5,074) -
Investments in subsidiaries and associates 19 -
Net cash investments - 1,186
Net cash (used in) / generated from investing activities (5,966) 856
Financing activities
Repayment of capital element of lease liabilities (168) (66)
Interest paid in respect of leases (7) (11)
Net cash used in financing activities (175) (77)
Net change in cash and cash equivalents (7,488) (3,064)
Cash and cash equivalents at beginning of the period 20,586 11,353
Effect of foreign exchange on cash and cash equivalents 169 88
Cash and cash equivalents at end of the period 13,267 8,377
unaudited Consolidated condensed Statement of Changes in Equity for the period
ended 30 september 2025
Share Share Merger relief reserve Share option reserve Foreign exchange reserve Retained earnings Total
capital premium £000 £000 £000 £000 £000
£000 £000
At 31 March 2024 (audited) 71 6,048 396 384 (360) 2,264 8,803
Profit for the period - - - - - 370 370
Exchange differences on translating foreign operations - - - - (100) - (100)
Total comprehensive income for the period - - - - (100) 370 270
Transactions with owners, recorded directly in equity
Share-based payment charge - - - 219 - - 219
Total transactions with owners - - - 219 - - 219
At 30 September 2024 (unaudited) 71 6,048 396 603 (460) 2,634 9,292
Share Share Merger relief reserve Share option reserve Foreign exchange reserve Retained earnings Total
capital premium £000 £000 £000 £000 £000
£000 £000
At 31 March 2025 (audited) 71 6,048 396 656 (663) 3,368 9,876
Profit for the period - - - - - (937) (937)
Exchange differences on translating foreign operations - - - - (98) - (98)
Total comprehensive income for the period - - - - (98) (937) (1,035)
Transactions with owners, recorded directly in equity
Reserve transfer on exercising of share options - - - (80) - 80 -
Share-based payment charge - - - 303 - - 303
Total transactions with owners - - - 223 - 80 303
At 30 September 2025 (unaudited) 71 6,048 396 879 (761) 2,511 9,144
Notes Forming Part of the interim condensed unaudited Financial Statements for
the period six months ended 30 september 2025
1. General information
ActiveOps plc (the 'Company') is a public company limited by shares
incorporated in England and Wales and domiciled in the United Kingdom. The
registered office and principal place of business is One Valpy, 20 Valpy
Street, Reading, Berkshire, RG1 1AR. On the 17 March 2021, the company became
a public limited company, having formerly been known as ActiveOps Limited.
The Company, together with its subsidiary undertakings (the 'Group') is
principally engaged in the provision of hosted operations management Software
as a Service ('SaaS') solutions to industry leading companies around the
world.
Items included in the Financial Statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). These Financial Statements are
presented in Pounds Sterling, which is the Company's functional and the
Group's presentation currency. Monetary amounts are rounded to the nearest
thousand.
2. Accounting policies
a) Basis of preparation
The condensed consolidated unaudited interim financial statements ("interim
financial statements") for the period 1 April 2025 to 30 September 2025 are
unaudited. The group has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing the interim financial information. The condensed
consolidated interim financial statements incorporate unaudited comparative
figures for the interim period from 1 April 2024 to 30 September 2024 and the
audited financial year ended 31 March 2025.
The Interim financial statements for the six months ended 30 September 2025
have been prepared on the basis of the accounting policies expected to be
adopted for the year ended 31 March 2026. These are in accordance with the
accounting policies as set out in the Group's last annual consolidated
financial statements for the year ended 31 March 2025.
The Interim financial statements have been prepared under the historical cost
convention and on a going concern basis and in accordance with the
presentation, recognition and measurement criteria of UK-adopted International
Accounting Standards.
The acquisition related disclosures, including the provisional fair values of
identifiable assets and liabilities and the resulting goodwill, are
provisional disclosures which management believe to be materially correct and
remain subject to refinement during the measurement period being 28(th) June
2025 to 27(th) June 2026. The disclosures will be finalised in the full year
results for the year ended 31 March 2026. Further details of disclosures are
included in note 8.
The comparative figures for the year ended 31 March 2025 do not constitute the
Group's statutory accounts for 2025 as defined in Section 434(3) of the
Companies Act 2006. Statutory accounts for 2025 have been delivered to the
Registrar of Companies. The auditor's report on those accounts was unqualified
and did not contain statements under Sections 498(2) or (3) of the Companies
Act 2006.
These Condensed Consolidated Interim Financial Statements do not include all
the information required for full Annual Financial Statements and should be
read in conjunction with the Annual Financial Statements of the Group as at
and for the year ended 31 March 2025.
All figures presented are rounded to the nearest thousand, unless stated
otherwise.
b) Going concern
The Directors believe that there are no material uncertainties that cast
significant doubt about the Group's ability to continue in operation and meet
its liabilities as they fall due for the foreseeable future, being a period of
at least 12 months from the date of approval of the interim financial
statements. During the period, the Group has retained a significant cash
balance. This ensures that the business remains financially robust, with
strong prospects for the future.
Whilst there can be no certainty due to the conditions across the world at
present, the Directors have reviewed cash flow forecasts for the business
covering a period of at least 12 months from the date of approval of the
financial statements, and together with the projected revenue and available
cash reserves, they are confident that sufficient funding is available to
support ongoing trading activity and investment plans for the business. The
interim financial statements have therefore been prepared on a going concern
basis.
3. Revenue
The Group's revenue is primarily derived from the transfer of goods and
services over time.
A disaggregated geographical split of revenue by operating segment is shown
below between EMEIA (Europe, the Middle East, India and Africa), North America
and Asia Pacific. EMEIA are aggregated together as they operate and are
managed as one business. Revenue is attributed to geographical areas based on
the location of the Group's contract legal entity which formally enters into
the agreement with the external customer.
Six months ended 30 September 2025 SaaS T&I £000 Total
£000 £000
EMEIA 8,518 1,565 10,083
North America 5,307 1,506 6,813
Asia Pacific 3,480 452 3,932
17,305 3,523 20,828
Six months ended 30 September 2024 SaaS T&I £000 Total
£000 £000
EMEIA 7,251 670 7,921
North America 3,217 502 3,719
Asia Pacific 2,493 187 2,680
12,961 1,359 14,320
SaaS contracts delivered over time are mostly invoiced in advance and
incomplete performance obligations at the period-end are recorded in deferred
income in the statement of financial position. T&I revenues are invoiced
once the T&I is completed or earlier if contractually allowed with
contract assets or contract liabilities recognised in accordance with
performance obligations satisfied.
4. Segmental analysis
The Group has three reporting segments, being EMEIA, North America and APAC.
The Group focuses its internal management reporting predominantly on revenue
and cost of sales. No non-GAAP reporting measures are monitored. Total assets
and liabilities are not provided to the CODM in the Group's internal
management reporting by segment and therefore a split has not been presented
below. Information about geographical revenue by segment is disclosed in note
4.
Following the recent acquisition, management are reassessing the reporting
segments and cash generating units for the Group, and any updates to this
assessment will be reflected in the year end annual report and accounts.
Six months ended 30 September 2025 EMEIA NA APAC Group Total
£000 £000 £000 £000
Revenue 10,083 6,813 3,932 20,828
Cost of sales (1,800) (1,114) (361) (3,275)
Gross profit 8,283 5,699 3,571 17,553
Other items in statement of profit or loss (18,490)
Loss for the period (937)
EMEIA NA APAC Group Total
Six months ended 30 September 2024 £000 £000 £000 £000
Revenue 7,921 3,719 2,680 14,320
Cost of sales (1,455) (648) (155) (2,258)
Gross profit 6,466 3,071 2,525 12,062
Other items in statement of profit or loss (11,692)
Profit for the period 370
The Group's revenues from external customers are disaggregated by geographical
location as follows:
2025 2024
£000 £000
UK 8,763 7,212
South Africa 1,320 709
USA 4,093 1,829
Canada 2,720 1,890
Australia 3,932 2,680
20,828 14,320
5. Earnings per share
Six months ended September 2025 Six months ended September 2024
£000 £000
(Loss)/profit for the period (£000) (937) 370
Weighted average number of shares in issue in the period 71,367,980 71,364,180
Basic earnings per share (1.31p) 0.52p
Diluted earnings per share (1.31p) 0.49p
6. Trade and other receivables
September 2025 March 2025 September 2024
£000 £000 £000
Unaudited Audited Unaudited
Trade receivables 2,714 4,862 2,035
Prepayments 1,338 464 778
Accrued income 529 184 860
Other receivables 195 235 310
4,776 5,745 3,983
The Directors consider the carrying value of trade and other receivables to be
approximately equal to their fair value due to their short-term nature.
September 2025 March 2025 September 2024
£000 £000 £000
Unaudited Audited Unaudited
Trade receivables from contracts with customers 2,804 4,952 2,056
Less loss allowance (90) (90) (21)
2,714 4,862 2,035
Trade receivables are amounts due from customers for goods sold or services
performed in the ordinary course of business. They are generally due for
settlement within 30 days and are therefore all classified as current. Trade
receivables are recognised initially at the amount of consideration that is
unconditional. The Group holds the trade receivables with the objective of
collecting the contractual cash flows, and so it measures them subsequently at
amortised cost using the effective interest method. Details about the group's
impairment policies and the calculation of the loss allowance are provided in
note 2.
7. Trade and other payables
September 2025 March 2025 September 2024
£000 £000 £000
Unaudited Audited Unaudited
Trade payables 689 90 65
Other taxation and social security 797 1,780 703
Other payables 52 38 2
Accruals 5,997 3,248 2,632
Deferred income 13,858 16,712 9,829
21,393 21,868 13,231
Trade payables are unsecured and are usually paid within 30 days of
recognition. The carrying amounts of trade and other payables are considered
to be the same as their fair values, due to their short-term nature.
8. Acquisition of Enlighten Group Pty
On 27 June 2025 the Group completed the acquisition of the entire issued share
capital of enlighten Group Pty Ltd. Enlighten is a privately owned software
and professional services company in workforce optimisation, predominantly
serving the North America and Asia Pacific markets.
The details of the business combination are as follows. The allocation of the
purchase price is provisional pending final determination of certain asset
valuations including the fair value of identifiable assets.
£000
Fair value of consideration transferred
Amount settled in cash 8,701
Fair value of contingent consideration 8,887
Total 17,588
Recognised amounts of identifiable assets
Property, plant and equipment 29
Intangible assets 8,070
Right of use assets 84
Shareholder advances 24
Deferred tax assets 701
Other assets 52
Total non-current assets 8,960
Trade and other receivables 1,288
Contract assets 54
Prepayments and other assets 138
Cash and cash equivalents 3,627
Total current assets 5,107
Deferred tax liability 2,244
Other liabilities 71
Total non-current liabilities 2,315
Trade and other payables 132
Corporation tax payable 809
Accruals and other current liabilities 1,032
Deferred revenue 3,133
Lease liability 93
Total current liabilities 5,199
Identifiable net assets 6,553
Goodwill on acquisition 11,035
Consideration transferred
£000
Consideration transferred settled in cash 8,701
Cash and cash equivalents acquired (3,627)
Net cash outflow on acquisition 5,074
Acquisition costs charged to expenses 1,430
The acquisition of Enlighten was settled in cash amounting to $11,940,969
(£8,700,996).
The purchase agreement included an additional consideration of $13,000,000
(£9,472,678) payable only if revenue and renewal consideration of Enlighten
for 2026 and 2027 exceed a target level. This has been recorded at the
discounted amount of $12,196,000 (£8,886,829) which represents its fair value
as at the acquisition date. Any subsequent remeasurement of contingent
consideration will be reflected in the Statement of Profit or Loss.
The Directors expect that additional consideration of $8,000,000 (£5,829,340)
will be paid on 30 June 2026 and $5,000,000 (£3,643,338) will be paid on 30
June 2027. The $13,000,000 (£9,472,678) of contingent consideration liability
recognised represents the present value of the Group's probability-weighted
estimate of the cash outflow. It reflects management's estimate of a 100%
probability that the targets in relation to sales will be achieved and
therefore 100% of the contingent consideration has been recognised and
discounted at 4.7% to determine its fair value. As at November 2025 there have
been no changes in the estimate of the probable cash outflow.
As at the acquisition date, there was uncertainty around Enlighten's US tax
obligations in relation to sales taxes and FBAR compliance. A liability for
these taxes has been recognised in the acquisition balance sheet for
Enlighten. In light of this, a net amount of $1,355,374 (£987,617) was
withheld from the consideration to the sellers, which is the expected amount
of tax payable in settling the liability. Nil contingent consideration has
been recognised for this as it is estimated that the actual tax liability will
be approximately equal to the amount withheld and the tax will be settled
within 3 years from the acquisition date, therefore it is expected that no
additional consideration will be paid and therefore its fair value is nil.
Acquisition related costs of £1,429,967 are not included as part of
consideration transferred and have been recognised as an expense in the
consolidated statement of profit or loss.
Identifiable net assets
The fair value and gross value of the trade receivables acquired as part of
the business combination amounted to £1,495,290. As at the acquisition date,
it is estimated that 100% of these contractual cash flows will be collected.
The provisional fair value of intangible assets acquired through the business
combination and their useful economic lives are as follows:
Fair Value £ UEL
Customer relationships 4,981,900 10 years
Developed technology 1,313,059 5 years
Trademarks 1,775,034 10 years
Total 8,069,993
A current valuation exercise is ongoing and the expected measurement period
will go up to 27(th) June 2026. Final valuations will be included in the
results for the year ended 31 March 2025.
Contingent liabilities
There are no contingent liabilities arising from the acquisition.
Goodwill
Goodwill of $15,144,232 (£11,035,110) is primarily growth expectations,
expected future profitability, the substantial skill and expertise of
Enlightens workforce and expected cost synergies. Goodwill is expected to be
allocated to the Australia and North America cost generating units and is not
expected to be deductible for tax purposes.
Contribution to the Group results
Enlighten Group Pty contributed £2,260k of revenue and £2,257k costs to the
consolidated loss for the period 27 June 2025 to 30 September 2025.
9. Events after the reporting period
There have been no events that have occurred since the period end which
require disclosure.
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