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