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REG - Cirata PLC - Preliminary Results

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RNS Number : 7203Y  Cirata PLC  31 March 2026

31 March 2026

Cirata plc

 ("Cirata" or the "Company")

Preliminary results for the year ended 31 December 2025

Cirata (LSE: CRTA) today announces its audited preliminary results for the
year ended 31 December 2025 ("FY25"). The results reflect a period in which
Cirata continued to sharpen its strategic focus and simplify its operations,
resulting in the strongest Data Integration bookings performance since 2017.
In addition, the Company secured the largest direct and largest OEM contracts
in its history.

A copy of the Company's FY25 Annual Report will be made available on its
website shortly in accordance with AIM Rule 20.

The Company will post shortly its Annual Report and Accounts including the
notice of its Annual General Meeting to shareholders, which will be held on 19
May 2026 at 11:00 a.m. at the offices of Brown Rudnick LLP, 8 Clifford Street,
London W1S 2LQ.

Strategic Highlights

●     FY25 Data Integration ("DI") bookings of $13.2m, the strongest DI
bookings since FY17

●     Q4 FY25 DI bookings of $9.8m, the strongest quarter in the
company's history

●     $6.7m three-year DI contract, largest OEM contract in the
company's history

●     $3.1m three-year DI contract, the largest direct contract in the
company's history

●     DevOps divestment completed for $3.4m - The company is now fully
focussed on DI

●     Launched new product: Cirata Symphony - The Data Orchestration
platform

●     Annualised cost base reduced to $12-13m exiting FY25, less than
one third of its peak

●     Targeting cash flow positive in Q1 FY26 and planning for cash flow
break-even for FY26 overall

●     FCA investigation concluded with no further action

Financial Highlights

●     96% increase in total bookings for the year: $13.9m (2024: $7.1m)

●     181% increase in bookings for Data Integration: $13.2m (2024:
$4.7m)

●     77% increase in total revenue for the year: $13.6m (2024: $7.7m)

o  157% increase in revenue from continuing operations $11.9m (2024: $4.6m)

o  Revenue from discontinued operations $1.7m (DevOps).

●     22% decrease in total cash overheads: $16.1m (2024: $20.6m)

o  Cash overheads continuing operations $14.9m.

o  Cash overheads discontinued operations $1.1m (DevOps).

●     74% decrease in adjusted EBITDA loss: $3.8m (2024: loss of $14.4m)

●     71% decrease in operating loss: $4.6m (2024: loss of $15.8m)

●     Cash and cash equivalents: $4.0m at 31 December 2025 (2024:
$9.7m), plus short-term trade receivables of $3.4m giving a cash plus
short-term receivables balance of $7.4m.

 

Bookings

Total contract bookings for FY25 were $13.9m (FY24: $7.1m), representing
growth of 96% year-on-year. Data Integration bookings reached $13.2m (FY24:
$4.7m), an increase of 181% year-on-year and the strongest annual DI
performance since 2017. Following the divestment of the DevOps business, the
company's commercial & development activity is focused solely on the
growth market of Data Integration.

FY25 followed the back-end weighted profile anticipated in Management's
outlook statement for FY25 announced on 9 January 2025. Q4 FY25 delivered DI
bookings of $9.8m (Q4 FY24: $2.3m), an increase of 326% year-on-year and the
strongest quarterly DI bookings performance in the company's history.

During the year, the Company secured its largest direct contract to date - a
$3.1m three-year agreement with a leading US insurer - alongside its largest
OEM contract to date - a $6.7m three-year agreement supporting a financial
services customer through IBM. Both contracts reflect multiyear enterprise
commitments and demonstrate increasing customer confidence in the Live Data
Migrator ("LDM") product.

Expansion wins within existing enterprise customers remained a core driver of
bookings growth in FY25. Multi-year contracts, broader deployment use cases
and growing data volumes provide a stable foundation for continued growth as
the business scales.

Cost Base and Operating Leverage

Cash overheads reduced significantly during FY25, with the annualised run-rate
exiting Q4FY25 at $12-13m compared to approximately $16-17m exiting Q4FY24 and
materially below prior years.

 

The reduction reflects management actions taken during FY25 to improve
efficiency and better align the cost base with continuing operations,
including headcount reductions, organisational simplification following the
DevOps divestment, and supplier rationalisation.

Cash and Balance Sheet

The completion of the DevOps divestment strengthened the balance sheet through
receipt of $3.4m in total consideration.

At 31 December 2025, the Company held cash of $4.0m and short-term trade
receivables of $3.4m, giving a combined balance of $7.4m.

The significant reduction in cash burn compared to FY24 reflects both lower
operating expenses and stronger bookings performance.

FY26 Outlook

Data Integration and Orchestration markets remain structurally attractive,
supported by accelerating enterprise AI adoption and demand for open-table,
vendor-neutral data environments.

As we progress through 2026, we consider the continued success of our
expansion win strategy to be a critical component of our growth. The
additional building blocks that combine to deliver future growth will be
further product development, customer and market validation and, ultimately as
the new sales team beds in and reaches maturity, the acceleration of new
customer wins. Bringing these additional building blocks together, gradually,
will be the primary focus for management as FY26 evolves.

Data Integration and Data Orchestration software solutions are enterprise
product offerings focused on the Forbes Global 2000 accounts and are expected
to be non-linear in nature, with revenues and cash flows continuing to be
inherently lumpy and subject to timing effects. Management expects an
improvement in sales activity levels, both through direct sales efforts and
via partners. With changes led by Dominic Arcari in the Go-to-Market
("GTM"), visibility is anticipated to improve by mid-year FY26.

The timing and conversion of new business opportunities remain uncertain. At
this early stage of the financial year, and based on current internal planning
assumptions, Management reaffirms the FY26 Outlook announced on 9 January 2026
and anticipates the following:

1.   An anticipated annualised operating expense run-rate of
approximately $12-13m in FY26.

2.   Targeting cash flow positive in Q1 FY26 and planning for cash
break-even for FY26 overall, subject to bookings timing and working capital
movements.

3.   In FY26, Management is introducing Annual Contract Value ("ACV") used
as a key measure (KPI) of growth given ACV's close alignment with cash
collection.

The Company expects to provide a further update on current trading in its Q1
Trading Update in mid-April.

 

Stephen Kelly, Chief Executive Officer, commented:

"FY25 marks a decisive step forward for Cirata. We delivered the strongest
Data Integration bookings since FY17, secured the largest direct and OEM
contracts in the Company's history and completed the divestment of our legacy
DevOps business, leaving us strategically focused and operationally
simplified.

 

There are very few companies delivering strong YoY revenue growth of 77% on a
cost base which is less than a third of the historical peak approximately two
years before. As I have said before, 'one swallow does not make a summer' and
I know that we can do better with greater consistency. We keep our feet on the
ground and focus on improving execution where I feel there is more to do.
There is a particular emphasis on improvements required in the GTM sales and
marketing execution. A key aspect is the introduction in July 2025 of Dominic
Arcari to lead all the market and customer- facing activities.

As we entered FY26, our focus is on building greater predictability and
repeatability in execution, particularly new customer acquisition, deepening
our strategic relationship with IBM and expanding within the Global 2000
customer base with the adoption of Cirata Symphony. While enterprise software
revenues remain inherently non-linear, we believe the strategic repositioning
undertaken has created the foundations where the company has never been
stronger to deliver growth towards market category leadership."

 

This announcement contains inside information under the UK Market Abuse
Regulation. The person responsible for arranging the release of this
announcement on behalf of Cirata plc is Stephen Kelly, Chief Executive
Officer.

For further information, please contact:

 Cirata                                            +1 (925) 380 1728
 Stephen Kelly, Chief Executive Officer
 Ricardo Moura, Chief Financial Officer
 Daniel Hayes, Investor Relations

 FTI Consulting                                    +44 (0)20 3727 1137
 Matt Dixon / Kwaku Aning / Usama Ali

 Stifel (Nomad and Joint Broker)                   +44 (0)20 7710 7600
 Fred Walsh / Brough Ransom / Ben Good

 Panmure Liberum (Joint Broker)                    +44 (0)20 3100 2000
 James Sinclair-Ford / Rupert Dearden / John More

 

About Cirata

Cirata, accelerates data-driven revenue growth by automating data transfer and
integration to modern cloud analytics and AI platforms without downtime or
disruption. With Cirata, data leaders can leverage the power of AI and
analytics across their entire enterprise data estate to freely choose
analytics technologies, avoid vendor, platform, or cloud lock-in while making
AI and analytics faster, cheaper, and more flexible. Cirata's portfolio of
products and technology solutions make strategic adoption of modern data
analytics efficient and automated.

For more information about Cirata, visit www.cirata.com
(http://www.cirata.com)

 

Business Review
Chief Executive Officer's Statement
A Foundational Year Delivering Record Growth

FY25 was a pivotal year for Cirata.

Twelve months ago, we signalled that FY25 would represent a transition from
recovery to growth. That transition has now been delivered. We ended the year
with record Data Integration bookings, completed the divestment of our legacy
DevOps business, launched our Cirata Symphony data orchestration platform and
materially reduced our cost base.

FY25 DI bookings reached $13.2m, an increase of 181% year-on-year and the
strongest performance since 2017. Q4 FY25 delivered $9.8m of DI bookings - the
largest quarterly performance in the Company's history. Importantly, all Q4
contracts represented growth deployments, including both expansion within
existing customers and new strategic commitments.

We secured the largest direct contract in Cirata's history - a $3.1m
three-year agreement with a leading US insurer - alongside the largest OEM
contract in the Company's history: a $6.7m three-year agreement supporting a
global financial services client via IBM.

These multiyear contracts demonstrate increasing customer confidence in our
Live Data Migrator ("LDM") platform and validate the strategic pivot
undertaken over the past two years.

Strategic Simplification and focus

In August 2025, we completed the divestment of the DevOps business. The
transaction delivered gross proceeds of $3.4m and marks the final stage of our
transition away from a renewal-led legacy business model.

Cirata is now exclusively focused on Data Integration and Data Orchestration -
a materially larger and more scalable market opportunity aligned with
enterprise AI adoption and large-scale data modernisation.

This simplification has sharpened our strategic focus, improved operational
clarity and strengthened our financial profile.

Launch of Cirata Symphony

In September 2025, we launched Cirata Symphony, our Data Orchestration
platform developed in close collaboration with customers. Symphony extends
Cirata's capabilities beyond data migration into orchestration, monitoring and
coordination across enterprise data environments.

The platform expands our addressable market and introduces new product-led
growth levers while deepening engagement with existing Forbes Global 2000
customers.

Early market interest has been encouraging, and Symphony has already
contributed to lead generation momentum entering FY26.

Operational discipline and cost transformation

A central priority since FY23 has been restoring financial discipline.

Exiting FY25, the Company's annualised cash overhead run-rate has reduced to
$12-13m, compared to peak annualised levels in excess of $41.5m. This
represents a reduction of approximately 70% from peak cost levels.

FY25 cash burn reduced materially compared to FY24, reflecting both lower
overheads and stronger bookings performance. The improved operating leverage
demonstrated in Q4 FY25 provides management with confidence in the
sustainability of the model.

Go to Market Reset

While FY25 delivered record bookings, it also exposed the importance of
disciplined sales execution.

The appointment of Dominic Arcari as Chief Revenue Officer in July 2025 marked
the completion of a comprehensive reset of our go-to-market function.
Improvements in pipeline quality, forecasting discipline and sales cycle
management were visible entering Q4 and into early FY26.

Our strategy continues to emphasise:

●     Expansion within existing enterprise customers

●     Strategic OEM relationships

●     Gradual acceleration of new logo acquisition as the sales team
matures

Conclusion

FY25 marked a decisive transition for Cirata. The Company has moved from
rescue and restructuring to strategic focus and record bookings growth. With a
materially lower cost base, a simplified product portfolio and validated
enterprise customer demand, Cirata enters FY26 positioned to build
sustainable, scalable growth.

Financial Review
Revenue

Revenue from continuing operations increased to $11.9m in FY25 (FY24: $4.6m),
reflecting the stronger performance of the DI business during the year.
Discontinued operations (DevOps) contributed $1.7m of revenue in FY25 (FY24:
$3.1m), in line with the reduced scale of those activities. As a result, total
Group revenue rose to $13.6m (FY24: $7.7m).

Deferred revenue (continuing operations) decreased to $0.2m at 31 December
2025 (FY24: $1.1m). Including discontinued operations, total deferred revenue
in FY24 was $2.3m.

Cash Overheads

Cash overheads in continuing operations decreased to $14.9m in FY25 (FY24:
$18.5m), reflecting a lower underlying cost base in the ongoing business.
Including discontinued operations, total cash overheads reduced to $16.1m
(FY24: $20.6m).

Profit and Loss

Operating loss from continuing operations improved to $4.6m in FY25 (FY24:
$15.8m), driven primarily by the significant increase in revenue, alongside a
reduction in operating expenses. Discontinued operations generated an
operating profit of $0.3m in FY25 (FY24: $0.8m), reflecting the reduced scale
of those activities following the DevOps disposal.

Adjusted EBITDA improved to a loss of $3.8m in FY25 (FY24: $14.4m loss),
reflecting a materially reduced operating loss and a lower underlying cost
base compared with the prior year.

Consolidated statement of financial position

Property, plant and equipment at 31 December 2025 was $0.1m (FY24: $0.2m).

Trade and other receivables from continuing operations at 31 December 2025
were $4.7m (FY24: $4.8m).

Cash flow

Cash and cash equivalents were $4.0m at 31 December 2025 (FY24: $9.7m). The
decrease during the year primarily reflects net cash used in operating
activities of $8.1m,  a net cash outflow from financing activities of $0.6m,
partially offset by positive cash flow from investing activities of $2.9m.

Subsequent events

There are no subsequent events to report.

- Ricardo Assuncao Moura
 Chief Financial Officer

Consolidated statement of profit and loss and other comprehensive income

For the year ended 31 December 2025

                                                                         31-Dec-25   31-Dec-24

                                                                         (Audited)   (Audited)
  Note                                                                   $'000       $'000
 Revenue                           3                                     11,871      4,619
 Cost of sales                                                           (773)       (475)
 Gross profit                                                            11,098      4,144
 Operating expenses                4                                     (15,897)    (19,556)
 Other income                                                            362         207
 Impairment loss                                                         (150)       (563)
 Operating loss                    4                                     (4,587)     (15,768)
 Finance income                                                          88          1,584
 Finance costs                                                           (6,886)     (76)
 Net finance (costs)/income                                              (6,798)     1,508
 Loss before tax                                                         (11,385)    (14,260)
 Income tax credit                                                       3           -
 Loss for the year from continuing operations                            (11,382)    (14,260)
 Profit for the year from discontinued operations                        4,274       751
 Loss for the year                                                       (7,108)     (13,509)

 Other comprehensive income/(loss)
 Items that are or may be reclassified to profit or loss:
 Foreign operations - foreign currency translation differences           6,679       (1,577)
 Other comprehensive income/(loss) for the period, net of tax            6,679       (1,577)
 Total comprehensive loss for the year                                   (429)       (15,086)

 Basic and diluted (loss)/earnings per share (cent)
 -From continuing operations                                             (9)         (12)
 -From discontinued operations                                           3           1
 Total                             5                                     (6)         (11)

 

Consolidated balance sheet

At 31 December 2025

                                                    31-Dec-25  31-Dec-24
                                                    (Audited)  (Audited)
                                            Note    $'000      $'000
 Assets
 Property, plant and equipment                      146        198
 Other non-current assets                   6       4,471      180
 Non-current assets                                 4,617      378
 Trade and other receivables                7       4,736      4,812
 Cash and cash equivalents                          3,983      9,732
 Current assets                                     8,719      14,544
 Total assets                                       13,336     14,922

 Equity
 Share capital                                      17,108     17,100
 Share premium                                      261,726    261,726
 Translation reserve                                (3,982)    (10,661)
 Merger reserve                                     1,247      1,247
 Retained earnings                                  (265,863)  (259,839)
 Total equity                                       10,236     9,573
 Liabilities
 Loans and borrowings                       8       189        367
 Deferred income                            9       32         223
 Deferred tax liabilities                           -          3
 Non-current liabilities                            221        593
 Loans and borrowings                       8       278        522
 Trade and other payables                           2,444      2,125
 Deferred income                            9       157        2,109
 Current liabilities                                2,879      4,756
 Total liabilities                                  3,100      5,349
 Total equity and liabilities                       13,336     14,922

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

   Attributable to owners of the Company
                                                Share     Share premium  Translation reserve  Merger reserve  Retained earnings  Total
                                                capital   equity
                                                $'000     $'000          $'000                $'000           $'000              $'000

 Balance at 31 December 2023                    15,634    256,278        (9,084)              1,247           (247,461)          16,614
 Total comprehensive income for the year
 Loss for the year                              -         -              -                    -               (13,509)           (13,509)
 Other comprehensive income                     -         -              (1,577)              -               -                  (1,577)
 Total comprehensive income for the year        -         -              (1,577)              -               (13,509)           (15,086)
 Transactions with owners of the Company
 Contributions and distributions
 Equity-settled share-based payment             -         -              -                    -               1,131              1,131
 Proceeds from share placing                    1,310     5,445          -                    -               -                  6,755
 Proceeds from share allotment                  151       -              -                    -               -                  151
 Share options exercised                        5         3              -                    -               -                  8
 Total transactions with owners of the Company  1,466     5,448          -                    -               1,131              8,045
 Balance at 31 December 2024                    17,100    261,726        (10,661)             1,247           (259,839)          9,573
 Total comprehensive income for the year
 Loss for the year                              -         -              -                    -               (7,108)            (7,108)
 Other comprehensive income                     -         -              6,679                -               -                  6,679
 Total comprehensive income for the year        -         -              6,679                -               (7,108)            (429)
 Transactions with owners of the Company
 Contributions and distributions
 Equity-settled share-based payment             -         -              -                    -               1,084              1,084
 Share options exercised                        8         -              -                    -               -                  8
 Total transactions with owners of the Company  8         -              -                    -               1,084              1,092
 Balance at 31 December 2025                    17,108    261,726        (3,982)              1,247           (265,863)          10,236

 

Consolidated statement of cash flows

For the year ended 31 December 2025

                                                                                                                                       31-Dec-25   31-Dec-24

                                                                                                                                       (Audited)   (Audited)
                                                                                                           Note                        $'000       $'000
 Cash flows from operating activities
 Loss for the year from continuing operations                                                                                          (11,385)    (14,260)
 Adjustments for:
 -         Depreciation of property, plant and equipment                                                                               149         59
 -         Impairment of right of use asset                                                                                            150         563
 -         Net finance (expense)/income (excluding foreign exchange)                                                                   (10)        16
 -                                 Profit attributable to discontinued activities less proceeds from sale                              1,313       751
 -                                 Income tax credit                                                                                   3           -
 -         Foreign exchange                                                                                                            6,683       (1,511)
 -         Equity-settled share-based payment                                                              10                          1,084       1,131
                                                                                                                                       (2,013)     (13,251)
 Changes in:
 -         Trade and other receivables                                                                                                 (4,215)     (276)
 -         Trade and other payables                                                                                                    271         (852)
 -         Deferred income                                                                                                             (2,143)     (379)
 Net working capital change                                                                                                            (6,087)     (1,507)
 Cash used in operating activities                                                                                                     (8,100)     (14,758)
 Interest received/(paid)                                                                                                              10          (16)
 Net cash used in operating activities                                                                                                 (8,090)     (14,774)
 Cash flows from investing activities
 Proceeds from sale of discontinued operation                                                                                          3,400       -
 Direct costs incurred through sale of discontinued operation                                                                          (439)       -
 Acquisition of property, plant and equipment                                                                                          (88)        (107)
 Cash generated from/(used in) investing activities                                                                                    2,873       (107)
 Cash flows from financing activities
 Proceeds from issue of share capital                                                                                                  8           7,361
 Share issue costs                                                                                                                     -           (447)
 Payment of finance lease liabilities                                                                                                  (572)       (470)
 Net cash (used in)/generated from financing activities                                                                                (564)       6,444
 Net decrease in cash and cash equivalents                                                                                             (5,781)     (8,437)
 Cash and cash equivalents at the start of the year                                                                                    9,732       18,246
 Effect of movements in exchange rates on cash and cash equivalents                                                                    32          (77)
 Cash and cash equivalents at the end of the year                                                                                      3,983       9,732

Notes to the condensed consolidated financial statements
 For the year ended 31 December 2025
1. Reporting entity

Cirata plc (the "Company") is a public limited company incorporated and
domiciled in Jersey. The Company's ordinary shares are traded on AIM. The
Company's registered office is First Floor Osprey House, Old Street, St.
Helier, Jersey, JE2 3RG. These consolidated financial statements comprise the
Company and its subsidiaries (together referred to as the "Group"). The Group
is primarily involved in the development and provision of global collaborative
software.

2. Basis of preparation

a. Basis of accounting

These consolidated financial statements have been prepared in accordance with
UK adopted international accounting standards. They were authorised for issue
by the Company's Board of Directors on 30 March 2026.

Under Article 105(11) of the Companies (Jersey) Law 1991, a parent company
preparing consolidated financial statements need not present solus (parent
company only) financial information, unless required to do so by an ordinary
resolution of the Company's members.

Details of the Group's material accounting policies are included in Note 28.
The policies have been consistently applied to all the years presented, unless
otherwise stated.

The following new standards and amendments to standards that are effective for
the first time for the financial year beginning 1 January 2025 have been
adopted:

» Lack of exchangeability (Amendment to IAS 1).

The amendments to the standard have not had a material impact on these
financial statements.

b. Going concern basis of accounting

To assess whether it is appropriate to prepare the financial statements on a
going concern basis the Directors have prepared forecasts and budgets. These
forecasts and budgets take into consideration the results of a robust
assessment of the principal risks facing the Group, including those risks that
would threaten the Group's business model, future performance and liquidity.
The Directors recognise that there is a material uncertainty related to
conditions that may cast significant doubt on the entity's ability to continue
as a going concern and, therefore, that it might be unable to realise assets
and discharge its liabilities in the normal course of business. In the year
ended 31 December 2025, the Group incurred a loss for the year of $7.1m (2024:
$13.5m) and experienced a net cash outflow before financing and investing
activities of $8.1m (2024: $14.8m). During 2025, the performance of the Group
improved, with revenue increasing by 157% to $11.9m (2024: $4.6m revenue from
continuing operations) and operating losses of $4.6m (2024: $15.8m operating
loss from continuing activities) were incurred. As at 31 December 2025 the
Group had net assets of $10.2m (2024: $9.6m), including cash of $4m (2024:
$9.7m). As at 31 December 2025 the Group had no debt facilities (2024: none).

In performing its going concern assessment, the Directors are required to
consider a minimum period of twelve months from the date of approving the
financial statements. Scenario modelling has been undertaken over the period
to 30 June 2027. The assessment involved the preparation of a 'Base' case and
a 'Severe but Plausible Downside' case.

The Base case scenario included assumptions for quarterly sales targets,
anticipated changes to Group's current contracting model, timeframes for new
sales personnel to convert sales pipelines, and cost assumptions reflecting an
overhead annualised cost base and sales commissions totalling c.$12-13m. Under
the Base case the Group is forecasting the ability to meet all financial
obligations as and when they fall due during the period forecast.

The Severe but Plausible Downside case reflects a sensitivity of the Base case
and assumes materially lower sales bookings during the forecast period,
without incorporating potential cost reductions that could reasonably be
implemented in such circumstances. Under this scenario, the Group's cash
resources are projected to reduce to minimal levels by 31 October 2026.

The Severe but Plausible Downside case does not take account of mitigating
actions that are available to management, including additional cost-saving
measures. As with all forecasts, projections are subject to inherent
uncertainty, particularly in relation to the timing and conversion of sales.
While the Group remains loss-making and forecast cash balances are limited,
the Directors continue to monitor performance closely and retain the ability
to take appropriate actions should trading differ from expectations.

Accepting the material uncertainty, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, they continue to
adopt the going concern basis in preparing the Annual Report and Accounts. No
adjustments have been made to the financial statements that would result if
the Group were unable to continue as a going concern.

c. Functional and presentational currency

The consolidated financial statements are presented in US dollars, as the
revenue for the Group is predominantly derived in this currency. Billings to
the Group's customers during the year by Cirata, Inc. were all in US dollars
with certain costs being incurred by Cirata Ltd in sterling and Cirata, Pty
Ltd in Australian dollars. All financial information has been rounded to the
nearest thousand US dollars unless otherwise stated.

d. Alternative performance measures

The Group uses a number of alternative performance measures ("APMs") which are
non-IFRS measures to monitor the performance of its operations. The Group
believes these APMs provide useful information to help investors and other
stakeholders evaluate the performance of the business and are measures
commonly used by certain investors for evaluating the performance of the
Group. In particular, the Group uses APMs which reflect the underlying
performance on the basis that this provides a more relevant focus on the core
business performance of the Group and aligns with our KPIs. Adjusted results
exclude certain items because if included, these items could distort the
understanding of our performance for the year and the comparability between
periods. The Group has been using the following APMs on a consistent basis and
they are defined and reconciled as follows:

-    Cash overheads: Operating expenses adjusted for: depreciation,
amortisation and equity-settled share-based payment. See Note 4 for a
reconciliation.

-    Adjusted EBITDA: Operating loss adjusted for: impairment loss,
depreciation, amortisation, equity-settled share-based payment and other
income. See Note 4 for a reconciliation.

e. Use of judgements and estimates

In preparing these financial statements, management has made judgements and
estimates that affect the application of the Group's accounting policies and
the reported amounts of assets and liabilities, income and expenses. Actual
results may differ from these estimates.  The significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those described in the last annual
financial statements.

3. Revenue and segmental analysis

a. Operating segments

The Directors consider there to be one operating segment, being that of
development and sale of licences for software, related maintenance and
support and professional services.

b. Geographical segments

The Group recognises revenue in three geographical regions based on the
location of customers, as set out in the following table:

                            Year ended  Year ended 31-Dec-24

                            31-Dec-25
                            (Audited)   (Audited)
 Geographical segments      $'000       $'000
 North America              9,587       3,868
 United Kingdom             1,868       292
 Rest of the world          416         459
 Total revenue              11,871      4,619

Management makes no allocation of costs, assets or liabilities between these
segments since all trading activities are operated as a single business unit.

c. Major products

The Group's core patented technology, Distributed Coordination Engine (DConE)
enables active-active replication without the limitations of a central
transaction coordinator. This technology is used in many of the Group's
products.

d. Major customers

                  31-Dec-25                31-Dec-24
                  (Audited)                (Audited)
 Major customers  $'000      % of revenue  $'000      % of revenue
 Customer 1       5,558      47%           1,729      37%
 Customer 2       2,669      22%           983        21%
 Customer 3       1,718      14%           718        16%
 Customer 4       649        5%            196        4%

 

e. Split of revenue by timing of revenue recognition

                                                  Year ended  Year ended
                                                  31-Dec-25   31-Dec-24
                                                  (Audited)   (Audited)
 Timing of revenue recognition                    $'000       $'000
 Products transferred at a point in time          10,835      3,683
 Products and services transferred over time      1,036       936
                                                  11,871      4,619

f. Contract balances

The following table provides information about contract assets and liabilities
from contracts with customers.

                                                                                     31-Dec-25  31-Dec-24
                                                                                     (Audited)  (Audited)
 Contract balances                                                                   $'000      $'000
 Receivables, which are included in "Other non-current assets - Accrued income"      4,471      173
 Receivables, which are included in "Trade and other receivables - Accrued           1,174      191
 income"
 Total contract assets                                                               5,645      364
                                                                                     -          -

 Contract liabilities, which are included in "Deferred income" - non-current         (32)       (223)
 Contract liabilities, which are included in "Deferred income" - current             (157)      (2,109)
 Total contract liabilities                                                          (189)      (2,332)

 

4. Adjusted EBITDA loss and Cash overheads
                                                                                   Year ended  Year ended
                                                                                   31-Dec-25   31-Dec-24
                                                                                   (Audited)   (Audited)
 Reconciliation of loss from operations to "Adjusted EBITDA loss" (continuing      $'000       $'000
 operations):
 Operating loss                                                                    (4,587)     (15,768)
 Adjusted for:
 Other income                                                                      (362)       (207)
 Impairment loss                                                                   150         563
 Amortisation and depreciation                                                     149         59
 Equity-settled share-based payment                                                832         1,002
 Adjusted EBITDA                                                                   (3,818)     (14,351)

 
                                                                Year ended  Year ended
                                                                31-Dec-25   31-Dec-24
                                                                (Audited)   (Audited)
 Reconciliation of operating expenses to "Cash overheads":      $'000       $'000
 Operating expenses (continuing operations)                     (15,897)    (19,556)
 Adjusted for:
 Amortisation and depreciation                                  149         59
 Equity-settled share-based payment                             832         1,002
 Cash overheads (continuing operations)                         (14,916)    (18,495)
 Operating expenses (discontinued operations)                   (1,391)     (2,249)
 Adjusted for:
 Equity-settled share-based payment                             252         129
 Cash overheads (discontinued operations)                       (1,139)     (2,120)
 Total cash overheads                                           (16,055)    (20,615)

5. Loss per share

a. Basic loss per share

The calculation of basic loss per share has been based on the following loss
attributable to ordinary shareholders and weighted average number of ordinary
shares outstanding:

                                                                Year ended        Year ended
                                                                31-Dec-25         31-Dec-24
                                                                (Audited)         (Audited)
                                                                $'000             $'000
 Loss for the year attributable to ordinary shareholders        7,108             13,509

 Weighted average number of ordinary shares                     Number of shares  Number of shares
                                                                 '000              '000
 Issued ordinary shares at 1 January                            120,308           114,962
 Effect of shares issued in the year                            36                5,203
 Weighted average number of ordinary shares at 31 December      126,344           120,165
 Basic (loss)/earnings per share
 -From continuing operations                                    (9)               (12)
 -From discontinued operations                                  3                 1
 Basic loss per share (cent)                                    (6)               (11)

b. Adjusted loss per share

Adjusted loss per share is calculated based on the loss attributable to
ordinary shareholders before net foreign exchange (loss)/gain, impairment loss
and the cost of equity-settled share-based payment from continuing operations,
and the weighted average number of ordinary shares outstanding:

 

                                                                 Year ended  Year ended
                                                                 31-Dec-25   31-Dec-24
                                                                 (Audited)   (Audited)
 Adjusted loss for the period:                                   $'000       $'000
 Loss for the year attributable to ordinary shareholders         7,108       13,509
 Adjusted for:
 Profit from discontinued operations                             4,274       751
 Impairment loss                                                 (150)       (563)
 Foreign exchange (loss)/gain                                    (6,808)     1,524
 Equity-settled share-based payment (continuing operations)      (832)       (1,002)
 Adjusted loss for the year                                      3,592       14,219

 Adjusted loss per share (cent)                                  3           12

c. Diluted loss per share

Due to the Group having losses in all years presented, the fully diluted loss
per share for disclosure purposes, as shown in the Consolidated statement of
profit or loss and other comprehensive income, is the same as for the basic
loss per share.

6. Other non-current assets
                                       31-Dec-25   31-Dec-24 (Audited)

                                       (Audited)
 Due in more than a year:              $'000       $'000
 Other receivables                     -           7
 Accrued income                        4,471       173
  Total other non-current assets       4,471       180

 

7. Trade and other receivables
                                        31-Dec-25 (Audited)  31-Dec-24 (Audited)
 Due within a year:                     $'000                $'000
 Trade receivables                      2,270                2,995
 Other receivables                      231                  391
 Accrued income                         1,174                191
 Corporation tax                        637                  882
 Prepayments                            424                  353
 Total trade and other receivables      4,736                4,812

 

8. Loans and borrowings
                                           31-Dec-25 (Audited)  31-Dec-24 (Audited)
                                           $'000                $'000
 Non-current liabilities
 Lease liabilities                         189                  367
                                           189                  367
 Current liabilities
 Current portion of lease liabilities      278                  522
                                           278                  522
 Total loans and borrowings                467                  889

At 31 December 2025 and 2024, the Company had no bank loan debt.

9. Deferred income

Deferred income represents contracted sales for which services to customers
will be provided in future years.

                                       31-Dec-25 (Audited)  31-Dec-24 (Audited)
 Deferred income which falls due:      $'000                $'000
 Within a year                         157                  2,109
 In more than a year                   32                   223
 Total deferred income                 189                  2,332

 

 

10. Share-based payments

The Group operates share option plans for employees of the Group. Options in
the plans are settled in equity in the Company and are normally subject to a
vesting schedule but not conditional on any performance criteria being
achieved.

The terms and conditions of the share option grants are detailed in the Group
Annual Report and Accounts for the year ended 31 December 2025.

a. Expense recognised in profit or loss

                                                         Year ended           Year ended
                                                         31-Dec-25 (Audited)  31-Dec-24 (Audited)
 Analysis of equity-settled share-based payment charge:  $'000                $'000

 Continuing operations                                   832                  1,002
 Discontinued operations                                 252                  129
                                                         1,084                1,131

 

b. Summary of share options outstanding

 

                                Number of options 2025 (Audited)  Weighted average exercise price 2025 $  Number of options 2024 (Audited)  Weighted average exercise price 2024 $
 Outstanding at 1 January       5,404,680                         1.23                                    4,984,365                         1.37
 Forfeited during the year      (1,332,005)                       1.37                                    (486,498)                         0.97
 Exercised during the year      (65,388)                          0.13                                    (34,187)                          0.17
 Cancelled during the year      (700,000)                                     1.16                        -                                                  -
 Granted during the year        5,564,868                         0.56                                    941,000                           0.30
 Outstanding at 31 December     8,872,155                         0.87                                    5,404,680                         1.23
 Exercisable at 31 December     3,247,824                         1.83                                    2,312,805                         1.79
 Vested at the end of the year  3,247,824                         1.83                                    2,312,805                         1.79

 

11. Discontinued operations
                                                         Year ended 31-Dec-25 (Audited)  Year ended 31-Dec-24 (Audited)
                                                         $'000                           $'000
 Revenue                                                 1,696                           3,062
 Cost of sales                                           (21)                            (62)
 Gross profit                                            1,675                           3,000
 Operating expenses                                      (1,391)                         (2,249)
 Operating profit                                        284                             751
 Profit before tax                                       284                             751
 Income tax                                              -                               -
 Profit for year                                         284                             751
 Gain on remeasurement to fair value less costs to sell  3,990                           -
 Profit for the year from discontinued operations        4,274                           751

                                                         Year ended 31-Dec-25 (Audited)  Year ended 31-Dec-24 (Audited)
                                                         $'000                           $'000
 Net cash from operating activities                                    925                               1,519
 Net cash from investing activities                      2,960                           -
 Cash flows from discontinued operations                 3,825                           1,519

 

12. Commitments and contingencies

As at 31 December 2025 the group had no commitments (31 December 2024: $nil).
As at 31 December 2024 the group had a contingent liability related to an
ongoing FCA investigation, however the investigation was concluded in 2025
with no adverse actions or penalties for the group. As at 31 December 2025 the
group had no contingent liabilities.

13. Subsequent events

There are no subsequent events to report.

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