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REG - Craneware plc - FY25 Final Results

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RNS Number : 3063Z  Craneware plc  15 September 2025

Craneware plc

("Craneware" or the "Company")

 

FY25 Final Results

Continued sales momentum and accelerated growth rates, reflecting operational
focus and strategic position at the heart of the US healthcare market

 

15 September 2025 - Craneware (AIM: CRW.L), a leader in healthcare financial
performance solutions, announces its audited results for the year ended 30
June 2025 ("FY25").

 

Financial Highlights - Strong performance across all metrics

 ·             Revenue increased 9% to $205.7m (FY24: $189.3m)
 ·             Annual Recurring Revenue(2) grew 7% to $184.0m (FY24: $172.0m), with an
               increase in associated Net Revenue Retention(3) to 107% (FY24: 98%)
 ·             Adjusted EBITDA(1) increased 12% to $65.3m (FY24: $58.3m), representing an
               increased margin of 32% (FY24: 31%)
 ·             Substantial growth in Statutory Profit before tax, up 52% to $24.0m (FY24:
               $15.7m), benefitting from the reduction in finance costs driven by the Group's
               treasury management policy
 ·             Adjusted basic EPS(1) increased 22.5% to 116.1 cents (FY24: 94.8 cents) and
               adjusted diluted EPS increased 21.6% to 114.2 cents (FY24: 93.9 cents)
 ·             Significant increase in both Basic EPS, up 68% to 56.2 cents (FY24: 33.5
               cents) and diluted EPS, up 66% to 55.2 cents (FY24: 33.2 cents)
 ·             Strong Operating Cash Conversion(4) at 94% of Adjusted EBITDA (FY24: 90%)
 ·             Total Cash and cash equivalents strengthened to $55.9m (FY24: $34.6m)
 ·             Further reduction in Total Bank Debt in the year to $27.7m (FY24: $35.4m)
 ·             Dividend for year up 10%. Proposed final dividend of 18.5p per share (FY24:
               16.0p) giving a total dividend for the year of 32.0p per share (FY24: 29.0p)
 ·             Post period end, new unsecured Revolving Credit Facility ("RCF") of $100m
               agreed on improved terms, for a further three years with an option to extend
               for two further one-year terms, and with an additional $100m accordion
               facility

 

(1) Certain financial measures are not determined under IFRS and are
alternative performance measures as described in Note 15

(2) Annual Recurring Revenue "ARR" includes the annual value of subscription
license and related recurring revenues as at 30 June 2025 that are subject to
underlying contracts and where revenue is being recognised at the reporting
date

(3) Net Revenue Retention is the percentage of revenue retained from existing
customers over the measurement period, taking into account both churn and
expansion sales

(4) Operating Cash Conversion is cash generated from operations (as per Note
15), adjusted to exclude cash payments for exceptional costs and movements in
cash held on behalf of customers, divided by adjusted EBITDA

(5) When we refer to 'Craneware', or 'The Craneware Group' or 'Group' in the
annual report we mean the group of companies having Craneware plc as its
parent and therefore these words are used interchangeably

 

Operational Highlights

 ·             Continued sales momentum, delivering another year of sequential sales
               increase, driven by growing levels of expansion sales to existing customers
 ·             Strong customer retention of over 90%, testament to the value Craneware
               delivers and its position as a trusted strategic partner
 ·             All customer-facing teams now integrated across all offerings, providing a
               seamless experience for our customers and the operational structure to support
               the next stage of customer and partner growth
 ·             Trisus Platform revenues now transitioning to recurring revenues as
               anticipated, adding to the Group's ARR
 ·             Trisus® Chargemaster received Microsoft 'AI for Healthcare' certification and
               was once again awarded 'Best in KLAS', reinforcing Craneware's market
               leadership in revenue cycle management and demonstrating the success of our
               ongoing investment in R&D
 ·             Microsoft alliance progressing well, with 13 Trisus solutions now available on
               the Azure Marketplace, the first customer contracts secured via the
               Marketplace and joint marketing efforts commenced
 ·             Launch of Trisus® Assist within Trisus® Chargemaster, an AI powered personal
               assistant, designed to revolutionise how healthcare finance, administration
               and operational teams research and navigate complex healthcare operational
               issues and generate greater efficiencies - now being rolled out across all of
               Craneware's product sets

 

Outlook

 ·             Trading in the first months of the new year has started well, which alongside
               the FY25 ARR and NRR growth provide confidence in continued growth
               acceleration in FY26
 ·             Craneware has the proprietary data, expertise and customer base to play a
               central role in the transformation of the business of US healthcare, and the
               Board looks to the future with confidence

 

Keith Neilson, CEO of Craneware plc, commented,

 

"FY25 was a proud milestone, not just due to the strength of the financial
performance, but for what that growth represents: the tireless efforts by our
team in the service of our hospital customers and the communities they serve.
The year has seen us deliver on our commitment to increase our growth rate,
while maintaining strong profit margins, reducing bank debt, increasing our
dividend and providing an admirable return on our customers' investment in the
Group's software. We continue to invest in R&D to strengthen our product
set, leveraging our proprietary data assets to expand our offerings, launch
new AI enabled applications and integrate third-party solutions onto the
Trisus platform. Meanwhile, our partnership with Microsoft is proving a
success, accelerating sales cycles and driving further innovation.

 

"Trading in the current year has started well, and with high customer
retention rates, market leading offerings, specialist healthcare expertise and
a significant proprietary data set, we have strong foundation on which to
build. The growth in both ARR and NRR in the year demonstrates the strength of
our Annuity SaaS business model, backed by multi-year contracts, providing a
basis for growth acceleration in the year to come, and we look to the future
with confidence."

 

For further information, please contact:

 

 Craneware plc                                     +44 (0)131 550 3100
 Keith Neilson, CEO
 Craig Preston, CFO

 Alma Strategic Communications                     +44 (0)20 3405 0205
 Caroline Forde, Kinvara Verdon, Sarah Peters      craneware@almastrategic.com

 Peel Hunt (NOMAD and Joint Broker)                +44 (0)20 7418 8900
 Neil Patel, Benjamin Cryer, Kate Bannatyne

 Investec Bank PLC (Joint Broker)                  +44 (0)20 7597 5970
 Patrick Robb, Virginia Bull, James Smith
 ( )                                               ( )
 Berenberg (Joint Broker)                          +44 (0)20 3207 7800
 Mark Whitmore, Richard Andrews, Patrick Dologhan

 

About Craneware

 

For over 25 years, The Craneware Group (AIM:CRW.L) has been a leader in
healthcare financial and operational transformation, delivering cutting-edge
technologies that drive measurable impact. Our Trisus(®) cloud ecosystem
unifies data, revenue intelligence, margin intelligence, and advanced
analytics, enabling healthcare organizations to optimize performance, improve
financial sustainability, and drive strategic growth. As a trusted Microsoft
partner, we provide future-ready solutions-including the Best in KLAS Trisus
Chargemaster-that simplify the complexities of healthcare finance and
operations. What sets us apart is our unique combination of deep healthcare
expertise and engineering excellence, positioning us as a strategic partner
rather than just a technology provider. The Craneware Group empowers
healthcare organizations to achieve sustainable financial success while
delivering better outcomes for the communities they serve-today and in the
future. Together, we are transforming the business of healthcare.

 

Learn more at www.thecranewaregroup.com (http://www.thecranewaregroup.com)

Chair Statement

 

I am delighted to report on a strong year of trading, in which the strategic
developments of recent years have driven accelerating growth rates. The
successes the team has achieved over the last five years, against the backdrop
of the pandemic, inflation, and macro political and economic uncertainty,
should not be underestimated. Two considerable organisations have been
successfully combined and growth restored to the acquired business, all
offerings transitioned into the Microsoft Azure cloud, new offerings launched,
a major alliance with Microsoft secured and the Group has increased EBITDA
margins.

 

Within this fiscal year, even with no abatement in distractions, the team has
stayed focused on achieving our strategic objectives and providing outstanding
support to our customers. The value being unlocked by the Group's offerings
continues to grow - with over $1.5bn returned to customers via our software in
this year alone, providing them with vital funds to reinvest in the delivery
of care within their communities.

 

Strong financial results and growing momentum

 

The year has seen the Group deliver on its commitment to increase its growth
rate, while maintaining strong profit margins, reducing bank debt, delivering
a double digit increase in dividends and providing an admirable return on our
customers' investment in the Group's software. Adjusted EBITDA increased by
12% to over $65m (FY24: $58.3m) at an increased EBITDA margin of 32% (FY24:
31%) delivered by revenue growth of 9% to $205.7m (FY24: $189.3m).

 

The healthy sales performance, continued high levels of customer retention and
transition of increasing elements of revenue into recurring revenue streams,
have delivered growth in ARR of 7% to $184m (FY24: $172.0m) and an increase in
Net Revenue Retention to 107% (FY24: 98%). The strength of ARR and NRR in the
year point to growth acceleration in the year to come.

 

The Group continues to deliver high levels of operating cash conversion, which
have been used to invest in the product portfolio and reduce debt and interest
costs, with total bank debt reduced to $27.7m (FY24: $35.4m), whilst retaining
healthy total cash reserves of $55.9m (FY24: $34.6m). The Board has proposed a
final dividend of 18.5p per share (FY24: 16.0p) giving a total dividend for
the year of 32.0p per share (FY24: 29p) up 10%.

 

The strength of the Group's balance sheet allows the Board to continue to
invest organically as well as review any appropriate acquisition opportunities
aligned with its growth strategy. To support future growth, since our year
end, we have signed a new RCF facility, with four key banking partners, of
$100m with a further $100m accordion. This unsecured facility replaces our
existing term loan and RCF and has been agreed at lower interest rates and on
more favourable terms.

 

Multifaceted strategy for growth, built on strong foundations

 

The transformation of The Craneware Group in recent years confirms it occupies
a strategic position at the heart of the US healthcare market, providing a
strong foundation for continued expansion. With approximately 40% of all US
hospitals as customers and many having been so for over two decades, gradually
bringing more of their hospitals onto the Trisus platform and taking advantage
of an increasing range of Craneware's Trisus offerings as they unlock further
returns on their investments. With the Group having renewed its multi-year
contracts with the majority of its customers over the last 24 months, this
base of Annual Recurring Revenue is incredibly resilient, with no single
customer reliance.

 

The Group aims to reinvest approximately 25% of revenue each year in
innovation, as it seeks to unlock further ROI for customers through new
offerings, transforming the data that flows through the Trisus platform into
insights that enable hospitals to protect revenue and operating margins. One
of the latest examples of the importance of innovation is the launch of the
"Shelter" programme, based on our 340B data and software, which has seen
strong uptake across our extensive customer base this year and has been a
major driver of revenue and ARR growth.

 

US healthcare leaders are now at the start of reviewing their approach to AI,
presenting an exciting emerging opportunity for The Craneware Group. AI needs
access to data to be powerful. The unique data powering our platform consists
of more than 200 million patient encounters which we are combining with the
latest LLM technology to provide unique AI enhanced applications. We have the
deep healthcare sector expertise, data and proven offerings to be the right
people to partner with our customers in capitalising on these emerging
technologies.

 

Rejected Approach

 

During the second half of the Fiscal Year, the Company received an unsolicited
approach with an outline proposal to acquire the company for £26.50 per
share. The Board had not entered into formal negotiations with the party, nor
had any formal due diligence taken place. In June, we announced this proposal
was unanimously rejected by the Board and restated the Board's belief in the
future prospects for Craneware. We were very gratified by the shareholder
support we received following the conclusion of this approach.

 

Benefitting society through our Purpose

 

Our Purpose is to transform the business of healthcare through the profound
impact our solutions deliver, enabling our customers to focus their resources
on their healthcare priorities and the provision of quality care to their
communities.

 

Craneware maintains high standards of governance, ensuring that our purpose,
business model, strategy and Board operations are all focused on delivering
long-term value for all stakeholders whilst adhering to ethical business
practices. The Group's ESG Committee routinely evaluates our sustainability
initiatives and oversaw various projects in the year to support our people and
their communities. This is exemplified by our Craneware Cares programme, which
sees employees actively participate in charitable giving and community
outreach, with the Group contributing significantly to 22 charities in the
year. While the Group's impact on the environment is relatively modest given
our sector, we are pleased to report the estimated emissions from our usage of
cloud services reduced by 27% in FY25, having reconfigured some of our cloud
services and data centre arrangements during the year. Additionally, emissions
from energy use by our US office premises decreased by about 65%, due to a
reduced office footprint implemented in the prior year. Further details of the
Group's approach to ESG can be found in the ESG Statement within the Annual
Report.

 

The commitment to social responsibility and delivering a positive contribution
to society can be seen in the superb dedication of the team and on behalf of
the Board, I would like to express my gratitude to them all for the hard work
and passion they bring every day to serving our customers and their
communities.

 

Board Changes

 

As previously announced, following many years' service on the Board of
Directors, Colleen Blye, Senior Independent Director, and Russ Rudish,
Non-Executive Director, stepped down from the Board at our 2024 AGM. We are
grateful for their significant contributions to Craneware's success. We were
delighted to welcome Tamra (Tami) Minnier and Susan Nelson, two experienced
senior US healthcare executives, as Non-Executive Directors in November 2024
and January 2025, respectively. Tami currently holds the role of Senior Vice
President, Health Services Division, and Chief Quality and Operational
Excellence Officer for UPMC, a $27 billion-dollar integrated healthcare
delivery and financing system in Pittsburgh, PA and Susan is Executive Vice
President and Chief Financial Officer at MedStar Health, an $8.3 billion
integrated healthcare system in the Maryland and Washington, D.C. region.
Together, they provide exceptional insights into the financial pressures being
experienced across our customer base and areas of potential product
innovation, to help the Group ease those pressures for customers.

 

Confident Outlook

 

Craneware's continued strong sales performance, the strength of its long-term
customer relationships, power of its data sets and proven ability to innovate,
provides it with an exciting opportunity to sit at the heart of the business
transformation of the US healthcare market. With high levels of recurring
revenues, strong balance sheet, margins and cash generation, it has the
financial strength to do so. The Board is therefore confident in the Group's
ability to further its market position and deliver successful outcomes for all
stakeholders.

 

Will Whitehorn

Chair Craneware plc

12 September 2025

 

 

 

Strategic Report

 

Operational Review

 

FY25 was a proud milestone, not just due to the strength of the financial
performance, but for what that growth represents: the tireless efforts by our
team in the service of our hospital customers and the communities they serve.
Amid a year of global unrest, political uncertainty, and local disruption, the
resilience of our team has been nothing short of inspirational, and we would
like to thank them all for that.

 

This year we have seen our efforts to streamline processes, teams and
activities bear fruit, in a tighter, more focused organisation. We have
achieved greater consistency in our engagement with customers, increased speed
of product development and fostered a strong rapport with the Microsoft team,
following the signing of our alliance at the very start of the financial year,
and our early adoption of AI.

 

While we are pleased with the numbers delivered this year, we believe there is
much more to come. Our newly created Growth Office has focused on unifying our
marketing team with the field sales team to deliver more targeted sales
messaging, adding new partners, and capitalising on the alliance with
Microsoft. All offering considerable potential for continued growth, on top of
our proven ability to expand with existing customers.

 

Clearly, AI is at the forefront of everyone's minds, and the healthcare
industry is no exception. With the high levels of inefficient spend and
complexity in healthcare, there are many opportunities for AI to deliver great
benefits, if used correctly and implemented with care. For the Group, it
brings great opportunity to analyse our data at a far greater pace, accelerate
product delivery while increasing our operational efficiency and the quality
of our customer interactions yet further. During the year we announced two
important milestones in this regard, firstly Trisus® Chargemaster received
Microsoft AI for Healthcare certification, and Trisus® Assist, the AI engine
powering real-time research and recommendations within our Trisus Chargemaster
solution, was made generally available across our user base. These milestones
demonstrate the success of our ongoing investment in R&D.

 

The US healthcare market continues to evolve, presenting interesting
opportunities for innovation and partnership, and we are alert to capitalising
on these, as they arise. Product development execution continues to be
important to capitalise on the strength of our position and data, and an area
of considerable focus.

 

With the large bulk of our extensive customer base having renewed their
multi-year contracts in the last two years, our focus is now on delighting
them with our service and insights, and ensuring they utilise the full
strength of the Trisus platform to increase their return on investment from
using the platform. We are proud to note that the hospital groups who are
longstanding Craneware customers tend to be those which are the most
successful, speaking to our contribution to their financial strength and
resilience, so that they can concentrate on their mission.

 

The growth in ARR and NRR in the year demonstrate the strength of our Annuity
SaaS business model, backed by multi-year contracts, providing a basis for
growth acceleration in the year to come.

 

Market Overview

 

While healthcare providers' operating margins are starting to normalise
post-Covid, these providers are now facing increased uncertainty around
changing legislation, executive orders and tariffs. Increasing cost pressures,
labour constraints, and the rise in AI means healthcare providers are being
asked to do more with fewer people and typically have little, or no, margin
for error. The ongoing economic challenges being faced both by healthcare
providers and their communities mean legislation such as 340B, which makes
vital drugs available at lower cost to providers so that they can support
financially disadvantaged communities, continues to hold a prominent position
on the agenda at both State and Federal level, experiencing bi-partisan
support, acknowledging its importance in delivering affordable healthcare.
Meanwhile regulations such as the CMS pricing transparency mandates, and
evolving federal and state regulations, continue to create reimbursement
complexity.

 

In response to this environment, a recent research report by industry research
house, KLAS, found that "leaders are not freezing healthcare IT budgets; they
are redrawing them, with 75% of healthcare leaders not anticipating IT cuts.
Instead, they are shifting spend to vendor partnerships and tools with fast,
measurable ROI. They are prioritising resilience and steady growth over big
bets."

 

Craneware's solutions are uniquely placed to help healthcare leaders navigate
these issues, bringing the insights they need to understand the financial
pressures being exerted across their organisations and navigate the complexity
of changing regulations, while delivering clear and tangible ROI, of greater
than 6x.

 

Trisus combines revenue integrity, cost management and decision enablement
functions into a single cloud-based platform. The platform brings together
siloed data from the various existing software systems in a hospital or
healthcare system, normalises that data and applies proprietary analytics to
provide insights to customers, to support informed decision making regarding a
hospital's operational effectiveness, in one place.

 

We provide customers with the ability to build data proven strategies related
to revenue, purchasing, pricing, cost, and compliance to mitigate their
internal and external challenges, delivering real financial returns and
freeing up valuable resources that can be re-invested and re-deployed by the
healthcare providers to support the clinical care of their communities and
tackle their clinical challenges.

 

We believe the digitalisation of healthcare and improvement of processes using
data insights will provide the successful foundation for greater value in
healthcare and enable the transformation of this business in the US.

 

Growth Strategy - innovation to profoundly impact US healthcare operations,
which will drive demand and expand our addressable market.

 

Historically, our growth was driven through increases in market share and
product set penetration (Land & Expand) on our customers' premises. In
recent years, we have invested in the development of the Trisus platform; a
sophisticated cloud delivered data aggregation platform that supports
intelligent software suites, to be used by our customers to identify areas of
operational improvement.

 

This evolution from application vendor to platform provider is the foundation
for both our current growth, and central to an enhanced level of expansion,
turbocharging our Land & Expand capabilities.

 

The Trisus platform facilitates frictionless expansion with existing customers
and increased speed of product development to accelerate both expansion and
land new customer wins. New solutions built on Trisus leverage our proprietary
data assets to expand our offerings. Meanwhile the platform enables the
integration of third party solutions, benefitting from the scalability of
cloud-technology, increasing our total addressable market while reducing the
number of vendors with which a hospital has to work.

 

Over our 26 years in the US healthcare market, we have collected our own
unique and extensive data set, which contains the valuable insights that will
help generate our products of the future. We have always had a team analysing
this data but the growth in AI and machine learning ("ML") means it is now
easier and faster to do so, particularly when combined with the large language
model training capabilities on our own data, creating unique proprietary new
models. Meanwhile, we are also using AI across the organisation for efficiency
and productivity gains. As an independent data aggregator we do not sell our
data to third parties, instead we monetise this data by delivering long-term
value to our customers through the extrapolation of valuable insights that
directly benefit them.

 

Our ongoing data foundational programme, Unity, is utilising advances in AI
and ML data processing to increase the interoperability and connectivity of
our applications and make the Trisus platform's back-end processes more
efficient and effective. The integration of our Revenue Integrity and 340B
related software technology stacks has now been completed, via the Oracle
Database@Azure service, enabling greater data flow and analysis, in turn
supporting further product innovation and allowing insights for our customers
in a seamless fashion.

 

The quality of our offerings can be seen in their ongoing market leadership,
with Craneware once again awarded 'Best in KLAS' in February 2025 for our
Trisus Chargemaster solution, reinforcing our leadership in revenue cycle
management.

 

Customer base provides strong foundation

 

Our customer expansion strategy has delivered tangible results, as reflected
in our customer metrics. Over the past decade, revenue generated from our top
ten customers has increased more than sixfold, driven by utilisation of our
solutions across their expanding hospital networks and the adoption of
additional offerings. Overall growth across our entire customer base has led
to a well-balanced distribution of customer purchase points and size of
facility, with the top ten customers accounting for only 30% of total Group
revenue. Notably, these leading hospital systems have, on average, maintained
their status as Group customers for over twenty years, underscoring the
enduring strength and longevity of our client relationships.

 

Significant growth opportunities remain. Our "white space" product portfolio
analysis alone suggests we could increase revenue by nearly eight times across
all customers. With our customers' combined operating expenses totalling
almost a trillion dollars, this would still represent only a small share of
overall hospital operating expenses, with significant further expansion
opportunities.

 

With the majority of our existing customers having again renewed their
contracts in the past two years for further multi-year terms, we are in a
strong position to continue to grow our engagement with them through
delivering outstanding service and compelling ROI.

 

Positive sales performance - a trusted strategic partner

 

Growth in ARR

 

The strong sales performance, continued high levels of customer retention in
the year and the transition of a proportion of Trisus Platform revenues
associated with the Group's 340B software offerings into recurring revenue
streams have delivered growth in Annual Recurring Revenue ("ARR") of 7% to
$184m (30 June 2024: $172m) and an increase in Net Revenue Retention to 107%
(FY24: 98%). ARR growth is expected to more closely align with revenue growth
numbers over time as sales and platform partner success converts to ARR.

 

We continue to see the opportunity to accelerate ARR growth over the medium
term, both as our initial Trisus Platform Partners mature and begin generating
demonstrable recurring revenue and we continue to unlock the considerable
cross and upsell opportunities within our enlarged customer base. Customer
retention for the year exceeded the gold standard of B2B software companies of
80%, with a greater than 90% retention rate across the multiple measures,
which is testament to the value Craneware brings to its customer base.

 

Our ongoing investment in R&D will allow us to unlock further future
growth opportunities. The historical investments we have made in the Trisus
Platform have allowed us to develop and launch our Trisus Platform programme
including working with Platform partners to drive new potentially recurring
revenue streams for the Group. Our own product development has enabled the
success of our relationship with Microsoft and Trisus Chargemaster receiving
the Microsoft AI for Healthcare certification, as well as the launch of Trisus
Assist, the AI engine powering real-time research and recommendations.

 

With the significant opportunity that exists within US Healthcare and our
trusted status as an independent partner to US hospitals, we expect the
continuing investments we make into our Platform and products will drive
significant future returns and further accelerate growth in ARR in the medium
term.

 

Sales mix

 

Sales momentum continued throughout the year. We have seen another sequential
increase in the overall level of annual sales. As expected, we continue to see
the majority of these sales coming from our existing customers, as they both
expand their use of Trisus and add further hospitals to their networks,
bringing "new hospitals" to Craneware and expanding our market presence.

 

Expansion sales to existing customers represented 98% of our total 'new' sales
in the year (FY24: 83%), demonstrating the positive response of our customers
to the increased ROI derived from the uptake of our Trisus Platform Partner
programme, our additional cloud applications and the packaging of applications
and services into our Optimization Suites, with the Business of Pharmacy
Optimization Suite continuing to perform particularly well.

 

Alongside the sales successes already reported in H1, significant H2 Wins
included a multi-year 340B and Shelter contract, replacing a competitor at a
regional provider; a multi-solution Revenue Integrity win with a large health
system, with committed future expansion; a multi-year renewal and expansion
with a Teaching System which includes specialist services around the system's
EPIC conversion; and a strategic expansion and long-term extension with a
large Regional health system, expanding use of the Trisus platform into newly
acquired hospitals and contract pharmacies.

Growing opportunity with Trisus Platform programme

 

The Trisus Platform programme involves leveraging the strength of Craneware's
data and platform to generate additional, highly scalable, diverse revenue
streams. Through the programme, Craneware is also able to host third party
applications on the Trisus platform.

 

Revenue generated from our Trisus Platform programme is considered
non-recurring revenue initially, though we anticipate a large proportion of
this to become recurring in time. Customers of the Shelter programme are now
being transitioned to a recurring revenue model, adding to the Group's ARR.

 

Testament to the Group's success in utilising its extensive data sets to
deliver additional value to customers is the strong contribution to Trisus
Platform revenues from the Group's 340B "Shelter" offering, and while other
offerings may grow at different rates, this demonstrates the potential of the
programme.

 

Additional solutions now available on the Trisus Platform include offerings
from a data aggregation company that specialises in pharmaceutical rebates and
effective pharmacy formulary management, and a further partner in healthcare
data intelligence for the pharmacy community, that reduces medication spend
for providers.

 

We have a strong new partner pipeline, including co-development and proof of
concepts with existing customers, that provide additional growth
opportunities, and will be rigorously assessed prior to launch.

 

Streamlined organisational structure, to ensure seamless customer experience

 

As part of our drive to ensure we delight our customers, we have now completed
the integration of all customer-facing teams across our product offerings,
including Sales, Implementation, Account Management and Customer Success,
providing a seamless experience for our customers and the operational
structure to support the next stage of customer and partner growth.

 

Microsoft Alliance presents a growth catalyst

 

Our strategic partnership with Microsoft, secured at the start of FY25, is
continuing to accelerate our innovation and market reach, further validating
our leadership in healthcare technology.

 

Together we have gained further momentum and achieved some key milestones in
FY25. All 13 flagship Trisus® solutions are now live on the Microsoft Azure
Marketplace, with additional applications scheduled for release shortly. Our
first major customer contract via the Marketplace was executed in H1,
validating the commercial potential of this channel and the sales have
continued with a strong and growing pipeline of mutual opportunities. In
addition, we have worked together to launch joint go-to-market initiatives,
supported by our designation as a Microsoft Global Partner Solution provider
and our signed Azure Consumption Commitment ("MACC") agreement, incorporating
major joint customer advocacy events planned for later in the year on the
Microsoft campus.

 

The sales and partnership success is further enhanced by Craneware's market
leading innovation and Microsoft's recognition of our capabilities. In March
2025, we introduced Trisus Assist, an AI-powered assistant, which was
co-developed with Microsoft and unveiled at HIMSS25 as one of an elite group
of global partners invited to join Microsoft and demonstrate our solutions in
booth. Trisus Assist accelerates compliance workflows and equips hospital
finance teams with fast, context-aware guidance, thus eliminating manual work
and improving decision-making. Initially embedded in Trisus Chargemaster, it
is now being developed to roll out across our product suite, including our
340B solutions.

 

We are proud Trisus Chargemaster, incorporating Trisus Assist, has been
recognised by Microsoft as Certified Software for Healthcare AI, making it one
of the first operational healthcare solutions to achieve this designation,
underlining Craneware's leadership in this space.

 

Our partnership with Microsoft is not just technical, it is strategic. It
streamlines procurement for our customers and expands access to Microsoft's
cutting-edge innovation via Azure's AI and machine learning capabilities. This
accelerates revenue growth, enhances Trisus analytics and predictive insights,
scalability and security through Azure's infrastructure.

 

M&A to accelerate growth

 

The current market presents interesting opportunities for M&A and we
continue to assess the market for aligned companies that will accelerate the
Group's growth strategy. In addition to strict financial criteria, the Group
maintains its acquisition criteria, of which a target company must satisfy at
least one of the following: the addition of relevant data sets; the extension
of the customer base; the expansion of expertise; and the addition of
applications suitable for the US hospital market.

 

Investing in our People

 

We are proud to have a talented and committed team, whose diverse perspectives
and aligned purpose drive innovation and excellence. We continually look for
ways to invest in our people to nurture talent. This includes regular training
programmes and further enhancements to our Career Pathways Resource, which
illustrates the possibilities and potential routes to career progression,
aligned with our strategic goals. This year, we have had our first colleagues
join us through our new graduate recruitment programme, helping the Group to
attract and retain the best people.

 

Financial Review

The Craneware Group has delivered another strong set of results for the year
ended 30 June 2025, underscoring the effectiveness of our ongoing platform
strategy and continued operational focus. The US Healthcare market is actively
seeking out innovation to address the many systemic challenges that are faced
in their operations daily, and Craneware continues to consolidate its position
as a strategic partner.

 

As a result, Group revenue increased to $205.7m (FY24: $189.3m), representing
9% growth year-on-year and reflecting our ability to capitalise on these
market opportunities while delivering increasing value to our customers.

 

This revenue growth has contributed to Adjusted EBITDA increasing 12% to
$65.3m (FY24: $58.3m) and an increased Adjusted EBITDA margin of 32% (FY24:
31%). This overall performance highlights the continued strategic investments
in our people and technology platforms, whilst maintaining good discipline
over our cost base.

 

Our Annuity SaaS business model, combined with our rigorous cash management
processes, have ensured the Group remained highly cash generative. We closed
the year with bank debt reduced to $27.7m (FY24: $35.4m) and increased cash
reserves of $55.9m (FY24: $34.6m). Since the year end, the Group has secured a
new Revolving Credit Facility ("RCF") for three years with the option to
extend for two further one-year terms. This new unsecured $100m RCF replaces
the old term loan and RCF as well as providing for a further $100m accordion
facility. Our robust balance sheet combined with this positive liquidity
position strengthens our capacity to further invest in our future growth as
well as pursue, where appropriate, select acquisitions.

 

Significant increases in both Basic Earnings per Share, up 68%, to 56.2 cents
(FY24: 33.5 cents) and Adjusted Basic Earnings per Share, up 22.5% to 116.1
cents (FY24: 94.8 cents), confirm the benefit of our financial and strategic
discipline.

 

Underlying Business Model and Revenue Mix

 

Our revenue model is underpinned by multi-year contracts with our hospital
customers. These provide customers access to a specified product or suite of
products throughout their subscription license period. At the end of an
existing subscription license period, or at a mutually agreed earlier date, we
look to renew these contracts. We recognise software subscription license
revenue and any minimum payments due from any 'other long term' contracts
evenly over the life of the underlying contract term.

 

In addition to the subscription license fees, certain specified software
products and associated services can be delivered on a contracted
transactional licence model. These revenues are highly dependable, and
recurring, but will see some variation year- to- year based on volume of
transactions. Transactional licence and services are recognised as we provide
the underlying service and include our contracts with our 340B customers that
enable them to engage with their network of contract pharmacies.

 

We also provide professional and consulting services to our customers. Where
these services are provided over an extended contract period, usually
alongside the multi-year software license as part of one of our Trisus
Optimization Suites, or where they relate to a complex implementation integral
to the use of the software, the revenue is recognised evenly over the life of
the underlying contract or project term.

 

The combination of these two software revenue models plus recurring
professional services revenue represents the recurring platform revenues of
the business, which for the current year have increased to $176.2m (FY24:
$168.3m).

 

Shorter duration professional and consulting service contracts, typically
completed within twelve months, are recognised on a percentage of completion
basis and contributed $9.4m in FY25 (FY24: $7.2m) to total revenues. Our
pipeline of contracted work remains healthy, with a strong backlog carried
forward into FY26.

 

The Trisus Platform Partnership programme continues to be a source of new
commercial opportunities, leveraging Group data assets for customer-focused
solutions. This programme delivers meaningful benefits to our customers and
derives new revenue opportunities and additional business models for the
Group. As individual contracts will vary, revenue is recognised when we
complete the underlying contractual performance obligations and are therefore
able to invoice for the services we have provided.

 

A major area of success in the year has been our 340B Shelter program.
Launched at the end of FY23, this programme utilises existing software and
underlying data from the Trisus platform to bring new financial benefits to
our 340B customers. As expected, the increasing longevity of this programme,
has meant many of the original customers have moved to a recurring revenue
model. These recurring revenues have contributed to the increase in Annual
Recurring Revenues ("ARR"), detailed below.

 

We continue to generate non-recurring platform revenues from this and other
Platform partner programmes, which for the year amounted to $20.0m (FY24:
$13.8m). We anticipate further conversion of these non-recurring revenues to
recurring ARR streams in future years.

 

Annual Recurring Revenue

 

Exit ARR as at 30 June 2025 increased 7% to $184m (FY24: $172.0m), and Net
Revenue Retention improved to 107% (FY24: 98%). Customer retention remained in
excess of 90% across the multiple measures we use to assess this, highlighting
the enduring value we provide to our customers and the robustness of our
business model. We anticipate ARR growth will more closely correlate to
revenue growth in future periods, as more Platform partner revenues prove to
be recurring.

 

Gross Margins

 

Our gross profit margin is calculated after taking account of the incremental
costs we incur to obtain the underlying contracts, including sales commission
contract costs which are charged in line with the associated revenue
recognition and the direct costs of professional services employees who
deliver the services required to meet our contractual obligations.

 

Gross profit for FY25 was $179.3m (FY24: $162.2m) and gross margin was 87%
(FY24: 86%), reflecting ongoing efficiency and a resilient operating model.

 

Operating Expenses

 

Net operating expenses (to Adjusted EBITDA) increased 10% to $114.0m (FY24:
$103.9m), consistent with our strategy of investing in product innovation,
market expansion, and operational strengthening. Our focus on responsible cost
management, through priority ranking then approving investment expenditure as
we have clear evidence of revenue growth supports our commitment to deliver an
Adjusted EBITDA margin of +30%, which has this year been achieved while fully
absorbing the impact of the increase in employers' National Insurance
contributions in the UK. Through this approach we balance and time our
targeted investment to deliver sustained value creation.

 

Product innovation and enhancement continue to be core to our future and
ability to deliver on our potential. We continue to pursue our buy, build, or
partner strategy to build out the Trisus platform and its portfolio of
products. As we are highly cash generative, we are able to use our cash
reserves to further "build" alongside the partner activities in the year.

 

We continue to reinvest approximately 25% of revenue into product innovation
and technology development. The total development cost for the year was $57.3m
(FY24: $52.1m), with $14.9m (FY24: $15.8m) capitalised, representing 26%
(FY24: 30%) of total R&D investment. We maintain strict criteria for
capitalisation, limiting this to qualifying projects that will deliver further
"future economic benefit". As specific products and enhancements are made
available to relevant customers, the associated development costs capitalised
are amortised and charged to the Group's income statement over their estimated
useful economic life, thereby correctly matching costs to the resulting
revenues.

 

Net Impairment charge on financial and contract assets

 

The Group continues to have low levels of potential bad debt exposure, which
in FY25 led to a charge of $2.3m (FY24: $1.1m) reflected in the Consolidated
Income Statement. This reflects our continued positive customer relationships
and the effectiveness of our cash collection practices.

 

Adjusted EBITDA and Profit before Taxation

 

To supplement the financial measures defined under IFRS the Group presents
certain non-GAAP (alternative) performance measures as detailed in Note 15. We
believe the use and calculation of these measures are consistent with other
similar listed companies and are frequently used by analysts, investors and
other interested parties in their research.

 

The Group uses these adjusted measures in its operational and financial
decision-making as it excludes certain items which are not reflective of the
normal course of business allowing focus on what the Group regards as a more
reliable indicator of the underlying operating performance.

 

Adjusted earnings represent operating profits, excluding any exceptional costs
incurred in the year including integration and share related activities, share
related costs including IFRS 2 share-based payments charge, interest,
depreciation and amortisation ("Adjusted EBITDA").

 

Adjusted EBITDA increased to $65.3m (FY24: $58.3m), maintaining a margin in
excess of our target 30%. The reduction in finance costs driven by our
treasury management policy has contributed to Profit before taxation
increasing by 52% to $24.0m (FY24: $15.7m).

 

Taxation

 

The Group generates profits in both the UK and the US. The Group's effective
tax rate is primarily dependent on the applicable tax rates in these
respective jurisdictions. This year's tax charge has also benefited from the
recovery of amounts previously charged to the income statement, primarily in
relation to the tax affairs of Sentry Data Systems. As these amounts were
recovered in the year, the current year's tax charge has benefited to a total
of $1.5m from the reversal of these charges. This combined with the increased
impact of share-based incentives has produced an effective tax rate for FY25
of 18% (FY24: 26%), shaped by factors including deductibility of certain items
and utilisation of carried-forward tax losses. Had we not had the benefit of
the one-time $1.5m reversal, our effective tax rate for the year would have
been 24%. Additional disclosures are provided in Note 5 to the financial
statements.

 

EPS

 

The Group presents an Alternative Performance Measure of Adjusted EPS, to
provide consistency to other listed companies. Both Basic and Diluted Adjusted
EPS are calculated excluding exceptional costs incurred in the year, being
$0.08m (tax adjusted) (FY24: $0.5m) and amortisation of acquired intangibles
of $20.9m (FY24: $20.9m).

 

Including the benefit of the one-time tax benefits described above, Adjusted
Basic EPS for the period improved 22.5% to $1.161 (FY24: $0.948), with
Adjusted Diluted EPS at $1.142 (FY24: $0.939). Basic EPS increased to $0.562
(FY24: $0.335) and Diluted EPS to $0.552 (FY24: $0.332).

 

Cash and Bank Facilities

 

Cash generation and a strong balance sheet have always been a focus of the
Group. Our business model, based on recurring revenues and high levels of
customer retention, provide the foundations for high levels of cash
generation. We always monitor the quality of our earnings through Operating
Cash Conversion, this being our ability to convert our Adjusted EBITDA to
"cash generated from operations" (as detailed in the consolidated cash flow
statement). This has continued in FY25 where we have delivered good Operating
Cash Conversion of 94% in the year (FY24: 90%).

 

Through this high level of cash conversion, Bank debt was reduced to $27.7m
(FY24: $35.4m) and cash reserves strengthened to $55.9m (FY24: $34.6m) at
year-end. Our Revolving Credit Facility remained in place at year end, with
all covenants satisfied.

 

Since the year end, the Group has signed a new Revolving Credit Facility
("RCF") on more favourable terms, including reduced interest rates, for three
years with the option to extend for two further one-year terms. This new
unsecured $100m RCF replaces the old term loan and RCF as well as providing
for a further $100m accordion facility. We thank our banking partners,
alongside our shareholders, for their continued support of our growth
strategy.

 

Balance Sheet

 

Within the balance sheet, deferred income levels reflect the amounts of the
revenue under contract that we have invoiced but have yet to recognise as
revenue and therefore are subject to timing. This balance is a subset of the
future performance obligations detailed in Note 3.

 

Deferred income, accrued income, and the prepayment of sales commissions all
arise as a result of our SaaS business model described above and we will
always expect them to be part of our balance sheet. They arise where the cash
profile of our contracts does not exactly match how revenue and related
expenses are recognised in the Statement of Comprehensive Income. Overall,
levels of deferred income are significantly more than any accrued income and
the prepayment of sales commissions, we therefore remain cash flow positive in
regard to how we account for our contracts.

 

Currency

 

The functional currency for the Group, debt and cash reserves, is US dollars.
Whilst the majority of our cost base is US-located and therefore US dollar
denominated, we have approximately twenty percent of the cost base situated in
the UK, relating primarily to our UK employees which is therefore denominated
in Sterling. As a result, we continue to closely monitor the Sterling to US
dollar exchange rate and where appropriate, consider hedging strategies. The
average exchange rate throughout the year was $1.2942 as compared to $1.2595
in the prior year. The exchange rate at the Balance Sheet date was $1.3713
(FY24: $1.2645).

 

Dividend

 

The Board is recommending a final dividend of 18.5.p per share (FY24: 16.0p),
resulting in a proposed total dividend for the year of 32.0p per share (FY24:
29p). Subject to shareholder approval at the Annual General Meeting, the final
dividend is expected to be paid on 18 December 2025 to those on the register
as at 28 November 2025, with the corresponding ex-dividend date of 27 November
2025.

 

The final dividend of 18.5p per share is capable of being paid in US dollars
subject to a shareholder having registered to receive their dividend in US
dollars under the Company's Dividend Currency Election, or who register to do
so by the close of business on 28 November 2025. The exact amount to be paid
will be calculated by reference to the exchange rate to be announced on 28
November 2025.

 

Outlook

 

Craneware is uniquely placed to help healthcare leaders navigate ongoing
economic challenges, changing regulation and the drive to deliver value in
healthcare, providing a positive market environment for our offerings.

 

Trading in the first months of the new year has started well, which alongside
the FY25 ARR and NRR growth provide confidence in continued growth
acceleration in FY26.

 

Craneware has the proprietary data, expertise and customer base to play a
central role in the transformation of the business of US healthcare, and the
Board looks to the future with confidence.

 

 Keith Neilson       Craig Preston

 CEO Craneware plc   CFO Craneware plc

 12 September 2025   12 September 2025

 

 

Consolidated Statement of Comprehensive Income

For the year ended 30 June 2025

 

                                                                              Total      Total
                                                                              2025       2024
                                                                  Notes       $'000      $'000
 Continuing operations:
 Revenue from contracts with customers                            3           205,657    189,268
 Cost of sales                                                                (26,384)   (27,072)
 Gross profit                                                                 179,273    162,196
 Other income                                                                 57         (398)
 Operating expenses                                               4           (151,759)  (140,953)
 Net impairment charge on financial and contract assets           4           (2,319)    (1,111)
 Operating profit                                                      4      25,252     19,734

 Analysed as:

 Adjusted EBITDA(1)                                                           65,258     58,279
 Share-based payments                                                         (5,695)    (4,487)
 Depreciation of property, plant and equipment                                (2,826)    (3,293)
 Exceptional costs(2)                                             4           (102)      (675)
 Amortisation of intangible assets - other                        8           (10,462)   (9,169)
 Amortisation of intangible assets - acquired intangibles         8           (20,921)   (20,921)

 Finance income                                                               1,446      1,143
 Finance expense                                                              (2,719)    (5,130)
 Profit before taxation                                                       23,979     15,747
 Tax on profit                                                    5           (4,316)    (4,044)
 Profit for the year attributable to owners of the parent                     19,663     11,703
 Total comprehensive income attributable to owners of the parent              19,663     11,703

1.        See Note 15 for explanation of Alternative Performance
Measures.

2.        Exceptional costs relate to legal fees associated with the
unsolicited approach to acquire the Group and also the Company's proposed
capital reduction (FY24: relate to integration costs associated with the
purchase of Sentry Data Systems, Inc. ("Sentry"))

 

Earnings per share for the year attributable to equity holders

 

                                  Notes  2025   2024
 Basic ($ per share)              7      0.562  0.335
 *Adjusted Basic ($ per share)    7      1.161  0.948

 Diluted ($ per share)            7      0.552  0.332
 *Adjusted Diluted ($ per share)  7      1.142  0.939

 

* Adjusted Earnings per share calculations allow for the tax adjusted
exceptional costs (if applicable in the year) together with amortisation on
acquired intangible assets.

 

 

Consolidated Statement of Changes in Equity for the year ended 30 June 2025

 

 

                                                               Share              Capital
                                                      Share    Premium  Treasury  Redemption  Merger   Other     Retained  Total
                                                      Capital  Account  Shares    Reserve     Reserve  Reserves  Earnings  Equity
                                                      $'000    $'000    $'000     $'000       $'000    $'000     $'000     $'000
 At 1 July 2023                                       659      97,204   (3,737)   9           186,981  6,840     39,885    327,841
 Total comprehensive income - profit for the year     -        -        -         -           -        -         11,703    11,703
 Transactions with owners:
 Share-based payments                                 -        -        -         -           -        4,127     -         4,127
 Purchase of own shares through EBT                   -        -        -         -           -        -         (863)     (863)
 Purchase of own shares through share buyback         -        -        (2,435)   -           -        -         -         (2,435)
 Deferred tax taken directly to equity                -        -        -         -           -        -         1,893     1,893
 Impact of share options and awards exercised/lapsed  -        -        1,680     -           -        (2,077)   (479)     (876)
 Dividends (Note 6)                                   -        -        -         -           -        -         (12,798)  (12,798)
 At 30 June 2024                                      659      97,204   (4,492)   9           186,981  8,890     39,341    328,592
 Total comprehensive income - profit for the year     -        -        -         -           -        -         19,663    19,663
 Transactions with owners:
 Share-based payments                                 -        -        -         -           -        5,695     -         5,695
 Purchase of own shares through EBT                   -        -        -         -           -        -         (105)     (105)
 Deferred tax taken directly to equity                -        -        -         -           -        -         (730)     (730)
 Impact of share options and awards exercised/lapsed  -        -        1,688     -           -        (3,343)   (633)     (2,288)
 Dividends (Note 6)                                   -        -        -         -           -        -         (13,268)  (13,268)
 At 30 June 2025                                      659      97,204   (2,804)   9           186,981  11,242    44,268    337,559

 

 

 

Consolidated Balance Sheet as at 30 June 2025

 

                                           Notes  2025     2024
                                                  $'000    $'000
 ASSETS
 Non-Current Assets
 Property, plant and equipment                    6,252    8,592
 Intangible assets - goodwill              8      235,236  235,236
 Intangible assets - acquired intangibles  8      124,485  145,406
 Intangible assets - other                 8      61,243   56,827
 Trade and other receivables               9      3,752    3,634
 Deferred tax                              10     499      733
                                                  431,467  450,428

 Current Assets
 Trade and other receivables               9      63,672   58,638
 Cash and cash equivalents                        55,921   34,589
                                                  119,593  93,227
 Total Assets                                     551,060  543,655

 EQUITY AND LIABILITIES
 Non-Current Liabilities
 Borrowings                                12     -        27,372
 Deferred income                                  -        958
 Leased property                                  3,011    3,823
 Deferred tax                              10     28,806   33,441
 Other provisions                                 574      708
                                                  32,391   66,302

 Current Liabilities
 Borrowings                                12     27,740   8,000
 Deferred income                                  64,561   65,859
 Amounts held on behalf of customers              61,323   53,390
 Tax payable                                      2,045    4,278
 Trade and other payables                  13     25,441   17,234
                                                  181,110  148,761
 Total Liabilities                                213,501  215,063

 Equity
 Share capital                                    659      659
 Share premium account                            97,204   97,204
 Treasury shares                                  (2,804)  (4,492)
 Capital redemption reserve                       9        9
 Merger reserve                                   186,981  186,981
 Other reserves                                   11,242   8,890
 Retained earnings                                44,268   39,341
 Total Equity                                     337,559  328,592
 Total Equity and Liabilities                     551,060  543,655

 

 

 

Consolidated Statement of Cash Flows for the year ended 30 June
2025

 

                                                        Notes  2025      2024
                                                               $'000     $'000

 Cash flows from operating activities
   Cash generated from operations                       11     69,595    53,703
   Tax paid                                                    (9,697)   (11,841)
     Net cash generated from operating activities              59,898    41,862

 Cash flows from investing activities
   Purchase of property, plant and equipment                   (491)     (1,191)
   Capitalised intangible assets                        8      (14,878)  (15,766)
   Interest received                                           1,384     1,143
     Net cash used in investing activities                     (13,985)  (15,814)

 Cash flows from financing activities
   Dividends paid to company shareholders               6      (13,268)  (12,798)
   Proceeds from issuance of treasury shares                   5         276
   Repayment of borrowings                              12     (8,000)   (48,000)
   Interest on borrowings                                      (2,176)   (4,624)
   Purchase of own shares by EBT                               (105)     (863)
   Share buyback programme                                     -         (2,485)
   Payment of lease liabilities                                (861)     (1,502)
   Payment of lease interest                                   (176)     -
     Net cash used in financing activities                     (24,581)  (69,996)

 Net increase/ (decrease) in cash and cash equivalents         21,332    (43,948)
 Cash and cash equivalents at the start of the year            34,589    78,537
 Cash and cash equivalents at the end of the year              55,921    34,589

 

 

 

Notes to the Financial Statements

 

General Information

Craneware plc ("the Company") is a public limited company incorporated and
domiciled in Scotland. The Company has a primary listing on the Alternative
Investment Market ('AIM') of the London Stock Exchange. The principal activity
of the Company continues to be the development, licensing and ongoing support
of computer software for the US healthcare industry.

 

Basis of preparation

The financial statements of the Group and the Company are prepared in
accordance with UK adopted international accounting standards (International
Financial Reporting Standards ("IFRS")) and the applicable legal requirements
of the Companies Act 2006.

 

The Group and the Company financial statements have been prepared under the
historic cost convention and prepared on a going concern basis. The Strategic
Report contains information regarding the Group's activities and an overview
of the development of its products, services and the environment in which it
operates. The Group's revenue, operating results, cash flows and balance sheet
are detailed in the financial statements and explained in the Financial
Review.

 

The applicable accounting policies are set out below, together with an
explanation of where changes have been made to previous policies on the
adoption of new accounting standards in the year, if relevant.

 

The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting year. Although these
estimates are based on management's best knowledge of the amount, event or
actions, actual results ultimately may differ from those estimates.

 

The Company and its subsidiary undertakings are referred to in this report as
the Group.

 

Going concern

The Group is profitable and there is a reasonable expectation that this will
continue to be the case. Our business model is delivering high levels of
recurring revenue, supported by long term underlying contracts, that deliver
high levels of cash generation. In addition, the Group has cash and cash
equivalents of $55.9m as well as a committed but undrawn facility available to
it of $80m. See note 14 for details of the renewal of the loan facility post
year end, after which the Group has $72m in committed but undrawn facility
available.

 

The directors have prepared cash flow forecasts covering a period of over
twelve months from the date of approval of these financial statements. These
forecasts include consideration of severe but plausible downsides, should
these events occur, the Group would have sufficient funds to meet its
liabilities as they fall due for that period. These scenarios anticipate a
zero-growth scenario, such that the only sales made by the Group would be to
replace losses of existing long-term contracts. Under this basis, with minor
but appropriate rebalancing of the cost base, the Group remained in compliance
with its covenants and had no need to draw upon the committed undrawn
facility.

 

Based on this assessment, the Directors have determined that the Group has
adequate resources to continue in business for the foreseeable future and that
it is therefore appropriate to adopt the going concern basis in preparing the
consolidated and the Company financial statements.

 

1.    Selected principal accounting policies

 

The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied, unless otherwise stated.

 

Reporting currency

The Directors consider that, as the Group's revenues are primarily denominated
in US dollars, the Company's functional currency is the US dollar. The Group's
financial statements are therefore prepared in US dollars.

 

Currency translation

 

Transactions denominated in currencies other than US dollars are translated
into US dollars at the rate of exchange ruling at the date of the transaction.
The average exchange rate during the course of the year was $1.2942/£1 (FY24:
$1.2595/£1). Monetary assets and liabilities expressed in foreign currencies
are translated into US dollars at rates of exchange ruling at the Balance
Sheet date $1.3713/£1 (FY24: $1.2645/£1). Exchange gains or losses arising
upon subsequent settlement of the transactions and from translation at the
Balance Sheet date, are included within the related category of expense where
separately identifiable, or administrative expenses.

 

Revenue from contracts with customers

The Group follows the principles of IFRS 15, 'Revenue from Contracts with
Customers'; accordingly, revenue is recognised using the five-step model:

1.             Identify the contract;

2.             Identify the performance obligations in the
contract;

3.             Determine the transaction price;

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

5.             Recognise revenue when or as performance
obligations are satisfied.

 

Revenue is recognised either when the performance obligation in the contract
has been performed (point in time recognition) or over time as control of the
performance obligation is transferred to the customer.

 

Revenue is derived from sales of software licenses and professional services
including training and consultancy and transactional fees.

 

Revenue from software licenses

Revenue from both on premise and cloud-based software licensed products is
recognised from the point at which the customer gains control and the right to
use our software. The following key judgements have been made in relation to
revenue recognition of software license:

 

 ·             This is right of use software due to the integral updates provided on a
               regular basis to keep the software relevant and, as a result, the licensed
               software revenue will be recognised over time rather than at a point in time;
 ·             The software license together with installation, regular updates and access to
               support services form a single performance obligation;
 ·             The transaction price is allocated to each distinct one year license period
               with annual increases being recognised in the year they apply; and
 ·             Discounts in relation to software licenses are recognised over the life of the
               contract.

 

This policy is consistent with the Company's products providing customers with
a service through the delivery of, and access to, software solutions
(Software-as-a-Service ("SaaS")), and results in revenue being recognised over
the period that these services are delivered to customers.

 

Incremental costs directly attributable in securing the contract are charged
equally over the life of the contract and as a consequence are matched to
revenue recognised. Any deferred contract costs are included in both current
and non-current trade and other receivables.

 

Revenue from professional services

Revenue from all professional services, including training and consulting
services, is recognised when the performance obligation has been fulfilled and
the services are provided. These services could be provided by a third party
and are therefore considered to be separate performance obligations. Where
professional services engagements contain material obligations, revenue is
recognised when all the obligations under the engagement have been fulfilled.
Where professional services engagements are provided on a fixed price basis,
revenue is recognised based on the percentage complete of the relevant
engagement. Percentage completion is estimated based on the total number of
hours performed on the project compared to the total number of hours expected
to complete the project.

 

'White-labelling' or other 'paid for development work' is generally provided
on a fixed price basis and as such revenue is recognised based on the
percentage completion or delivery of the relevant project. Where percentage
completion is used it is estimated based on the total number of hours
performed on the project compared to the total number of hours expected to
complete the project. Where contracts underlying these projects contain
material obligations, revenue is deferred and only recognised when all the
obligations under the engagement have been fulfilled.

 

Revenue from transactional services

Transactional service fees are recognised at the point in time when the
service is provided.

 

Revenue from platform services

As individual contracts will vary, revenue is recognised when the underlying
contractual performance obligations are complete and the invoice for the
services can be issued.

 

Should any contracts contain non-standard clauses, revenue recognition will be
in accordance with the underlying contractual terms which will normally result
in recognition of revenue being deferred until all material obligations are
satisfied. The Group does not have any contracts where a financing component
exists within the contract.

 

The excess of amounts invoiced over revenue recognised are included in
deferred income. If the amount of revenue recognised exceeds the amount
invoiced the excess is included within accrued income.

 

Contract assets include sales commissions and prepaid royalties. Contract
liabilities include unpaid sales commissions on contracts sold and deferred
income relating to license fees billed in advance and recognised over time.

 

Exceptional items

The Group defines exceptional items as transactions (including costs incurred
by the Group) which relate to non-recurring events. These are disclosed
separately where it is considered it provides additional useful information to
the users of the financial statements.

 

Taxation

The charge for taxation is based on the profit for the year as adjusted for
items which are non-assessable or disallowable. It is calculated using
taxation rates that have been enacted or substantively enacted by the Balance
Sheet date.

 

Deferred taxation is computed using the liability method. Under this method,
deferred tax assets and liabilities are determined based on temporary
differences between the financial reporting and tax bases of assets and
liabilities. They are measured using enacted rates and laws that will be in
effect when the differences are expected to reverse. Deferred tax is not
accounted for if it arises from initial recognition of an asset or liability
in a transaction that at the time of the transaction does not affect
accounting or taxable profit or loss. Deferred tax assets are recognised to
the extent that it is probable that future taxable profits will arise against
which the temporary differences will be utilised.

 

Deferred tax is provided on temporary differences arising on investments in
subsidiaries except where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets and
liabilities arising in the same tax jurisdiction are offset.

 

In the UK and the US, the Group is entitled to a tax deduction for amounts
treated as compensation on exercise of certain employee share options and on
the vesting of conditional share awards under each jurisdiction's tax rules.
Share-based payments are recorded in the Group's Consolidated Statement of
Comprehensive Income over the period from the grant date to the vesting date
of the relevant options and conditional share awards. As there is a temporary
difference between the accounting and tax bases a deferred tax asset is
recorded. The deferred tax asset arising is calculated by comparing the
estimated amount of tax deduction to be obtained in the future (based on the
Company's share price at the Balance Sheet date) with the cumulative amount of
the compensation expense recorded in the Consolidated Statement of
Comprehensive Income. If the amount of estimated future tax deduction exceeds
the cumulative amount of the remuneration expense at the statutory rate, the
excess is recorded directly in equity against retained earnings.

 

Intangible Assets

(a)   Goodwill

 

Goodwill arising on consolidation represents the excess of the cost of
acquisition over the fair value of the identifiable assets and liabilities of
a subsidiary at the date of acquisition. Goodwill is recognised as a
non-current asset in accordance with IFRS 3 and is not amortised.

 

After initial recognition, goodwill is stated at cost less any accumulated
impairment losses. It is tested at least annually for impairment. Any
impairment loss is recognised in the Consolidated Statement of Comprehensive
Income.

 

Goodwill is allocated to cash generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units that are
expected to benefit from the business combination in which the goodwill arose.

 

(b)   Proprietary software

 

Proprietary software acquired in a business combination is recognised at fair
value at the acquisition date. Proprietary software has a finite useful
economic life and is carried at cost less accumulated amortisation.
Amortisation is calculated using the straight-line method to allocate the
associated costs over their estimated useful lives of five years.

 

(c)    Customer relationships

 

Contractual customer relationships acquired in a business combination are
recognised at fair value at the acquisition date. The contractual customer
relationships have a finite useful economic life and are carried at cost less
accumulated amortisation. Amortisation is calculated using the straight-line
method over the expected life of the customer relationship which has been
assessed as up to fifteen years.

 

(d) Development costs

 

Expenditure associated with developing and maintaining the Group's software
products is recognised as incurred.

 

Development expenditure is capitalised where new product development projects

•              are technically feasible;

•              production and sale is intended;

•              a market exists;

•              expenditure can be measured reliably; and

•              sufficient resources are available to complete
such projects.

 

Costs are capitalised until initial commercialisation of the product, and
thereafter amortised on a straight-line basis over its estimated useful life,
which has been assessed as between five and ten years. Expenditure not meeting
the above criteria is expensed as incurred.

 

Employee costs and specific third party costs involved with the development of
the software are included within amounts capitalised.

 

(e)  Computer software

 

Costs associated with acquiring computer software and licensed to use
technology are capitalised as incurred, except cloud computing software where
the Group does not have control of the software which is expensed as incurred.
They are amortised on a straight-line basis over their useful economic life
which is typically three to five years.

 

(f)    Trademarks

 

Trademarks acquired in a business combination are initially measured at fair
value at the acquisition date. Trademarks have a finite useful economic life
and are carried at cost less accumulated amortisation. Amortisation is
calculated using the straight-line method to allocate the associated costs
over their estimated useful lives of up to ten years.

 

Impairment of non-financial assets

At each reporting date the Group considers the carrying amount of its tangible
and intangible assets including goodwill to determine whether there is any
indication that those assets have suffered an impairment loss. If there is
such an indication, the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any) through determining
the value in use of the cash generating unit that the asset relates to.

 

Where it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash generating unit
to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its
carrying amount, the impairment loss is recognised as an expense.

 

Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset. A reversal of an impairment loss is recognised as income immediately.
Impairment losses relating to goodwill are not reversed.

 

2.    Critical accounting estimates and judgements

 

The preparation of financial statements in accordance with IFRS requires the
Directors to make critical accounting estimates and judgements that affect the
amounts reported in the financial statements and accompanying notes. The
estimates and assumptions that have a significant risk of causing material
adjustment to the carrying value of assets and liabilities within the next
financial year are discussed below:

 

Critical Estimates

·    Impairment assessment: the Group tests annually whether Goodwill has
suffered any impairment and for other assets including acquired intangibles at
any point where there are indications of impairment. This requires an
estimation of the recoverable amount of the applicable cash generating unit to
which the Goodwill and other assets relate. Estimating the recoverable amount
requires the Group to make an estimate of the expected future cash flows from
the specific cash generating unit using certain key assumptions including
growth rates and a discount rate. These assumptions result in no impairment in
Goodwill.

 

Other Estimates

·    Useful lives of intangible assets: in assessing useful life, the
Group uses careful judgement based on past experience, advances in product
development and also best practice. The Group amortises intangible assets over
a period of up to 15 years.

 

Judgements

·    Capitalisation of development expenditure: the Group capitalises
development costs provided the aforementioned conditions have been met.
Consequently, the Directors require to continually assess the commercial
potential of each product in development and its useful life following
launch.

·    Provisions for income taxes: the Group is subject to tax in the UK
and US and this requires the Directors to regularly assess the appropriateness
of its transfer pricing policy.

·    Revenue recognition: in determining the amount of revenue and related
balance sheet items to be recognised in the year, management is required to
make a number of judgements and assumptions. These are detailed in Note 1
Revenue from contracts with customers.

 

 

3.    Revenue

 

The chief operating decision maker has been identified as the Board of
Directors. The Group revenue is derived almost entirely from the sale of
software licenses and professional services (including installation) to
hospitals and health systems within the US. Consequently, the Board has
determined that Group supplies only one geographical market place and as such
revenue is presented in line with management information without the need for
additional segmental analysis. All of the Group assets are located in the
United States of America with the exception of the Parent Company's, the net
assets of which are disclosed separately on the Company Balance Sheet and are
located in the United Kingdom.

                                        2025     2024
                                        $'000    $'000
 Software licensing                     134,758  138,687
 Professional services - recurring      5,706    4,907
 Transactional revenue                  35,784   24,708
 Contracted recurring revenue           176,248  168,302
 Professional services - non-recurring  9,399    7,174
 Platform revenues - non-recurring      20,010   13,792
 Total revenue                          205,657  189,268

 

Contract assets

The Group has recognised the following assets related to contracts with
customers:

                                                2025   2024
                                                $'000  $'000
 Prepaid commissions and royalties < 1 year     2,291  2,485
 Prepaid commissions and royalties > 1 year     3,248  3,235
 Total contract assets                          5,539  5,720

 

Contract assets are included within deferred contract costs and prepayments in
the Balance Sheet. Costs recognised during the year in relation to assets at
30 June 2024 were $2.4m.

 

Contract liabilities

The following table shows the total contract liabilities from software license
and professional service contracts:

 

                             2025    2024
                             $'000   $'000
 Software licensing          55,690  56,759
 Professional services       8,871   10,058
 Total contract liabilities  64,561  66,817

 

Contract liabilities are included within deferred income in the Balance Sheet.

 

Revenue of $65.3m was recognised during the year in relation to contract
liabilities as of 30 June 2024.

 

 

The following table shows the aggregate transaction price allocated to
performance obligations that are partially or fully unsatisfied from software
license and professional service contracts.

 

                                    Total unsatisfied        Expected recognition
                                    performance obligations  < 1 year     1 to 2 years  2 to 3 years  > 3 years
 Revenue expected to be recognised  $'000                    $'000        $'000         $'000         $'000
 At 30 June 2025
 -    Software                      308,986                  117,830      83,489        50,061        57,606
 -    Professional services         17,228                   10,730       2,850         1,736         1,912
 Total at 30 June 2025              326,214                  128,560      86,339        51,797        59,518

 At 30 June 2024
 -    Software                      301,215                  119,167      93,304        57,086        31,658
 -    Professional services         19,493                   12,947       3,309         1,847         1,390
 Total at 30 June 2024              320,708                  132,114      96,613        58,933        33,048

 

Revenue of $132.1m was recognised during the year in relation to unsatisfied
performance obligations as of 30 June 2024.

 

The majority of these performance obligations are unbilled at the Balance
Sheet date and therefore not reflected in these financial statements.

 

4.    Operating profit

 

The following items have been included in arriving at operating profit:

 

                                                           2025     2024
                                                           $'000    $'000
 Employee costs                                            99,736   92,496
 Employee costs capitalised                                (9,738)  (9,811)
 Depreciation of property, plant and equipment             2,826    3,293
 Amortisation of intangible assets - other                 10,462   9,169
 Amortisation of intangible assets - acquired intangibles  20,921   20,921
 Impairment of trade receivables                           1,570    1,822
 Exceptional costs*                                        102      675
 Operating lease rents for premises                        20       12

 

* Exceptional costs relate to legal fees associated with the unsolicited
approach to acquire the Group and also the Company's proposed capital
reduction (FY24: integration costs associated with the purchase of Sentry Data
Systems, Inc. ("Sentry"))

 

Included in reaching operating profit is the movement in the provision for
impairment of trade receivables during the year of a $2,448,000 charge (FY24:
$1,164,000), plus $129,000 net impairment credit (FY24: 53,000) for trade
receivables recognised directly in operating costs.

 

 

5.    Tax on profit

                                                                  2025     2024
                                                                  $'000    $'000
 Profit on ordinary activities before tax                         23,979   15,747
 Current tax
 Corporation tax on profits of the year                           11,118   10,715
 Adjustments for prior years                                      (1,671)  65
 Total current tax charge                                         9,447    10,780
 Deferred tax
 Deferred tax for current year                                    (5,016)  (6,097)
 Adjustments for prior years                                      175      (630)
 Change in UK tax rate                                            (290)    (9)
 Total deferred tax credit                                        (5,131)  (6,736)
 Tax on profit                                                    4,316    4,044

 The difference between the current tax charge on ordinary activities for the
 year, reported in the Consolidated Statement of Comprehensive Income, and the
 current tax charge that would result from applying a relevant standard rate of
 tax to the profit on ordinary activities before tax, is explained as follows:

 Profit on ordinary activities at the UK tax rate 25% (FY24 25%)  5,995    3,937
 Effects of:
 Adjustment for prior years                                       (1,496)  (565)
 Change in tax rate on opening deferred tax balance               (290)    (9)
 Additional US taxes on profits 25% (FY24: 25%)                   255      229
 Internally developed software                                    (418)    (235)
 Expenses not deductible for tax purposes                         800      656
 Income not taxable in the year                                   346      (748)
 Spot rate remeasurement                                          29       (27)
 Movement in tax losses                                           -        1,018
 Deduction on share plan charges                                  (830)    (271)
 Other                                                            (75)     59
 Total tax charge                                                 4,316    4,044

 

 

 

6.    Dividends

 

The dividends paid during the year were as follows:-

                                                                     2025    2024
                                                                     $'000   $'000
 Final dividend, re 30 June 2024 - 20.23 cents (16.0 pence)/share    7,100   7,046
 Interim dividend, re 30 June 2025 - 16.87 cents (13.5 pence)/share  6,168   5,752
 Total dividends paid to Company shareholders in the year            13,268  12,798

 

Prior year:

Final dividend 20.19 cents (16.0 pence)/share

Interim dividend 16.51 cents (13.0 pence)/share

 

The proposed final dividend 25.4 cents (18.5 pence), as noted in the Financial
Review section of the Strategic Report, for the year ended 30 June 2025 is
subject to approval by the shareholders at the Annual General Meeting and has
not been included as a liability in these financial statements.

 

7.    Earnings per share

 

The calculation of basic and diluted earnings per share is based on the
following data:

 

Weighted average number of shares

                                                                                 2025           2024
                                                                                 No. of Shares  No. of Shares
                                                                                 000s           000s
 Weighted average number of Ordinary Shares for the purpose of basic earnings    35,011         34,957
 per share (excluding own shares held)
 Effect of dilutive potential Ordinary Shares: share options and LTIPs           584            335
 Weighted average number of Ordinary Shares for the purpose of diluted earnings  35,595         35,292
 per share

 

The Group has one category of dilutive potential Ordinary shares, being those
granted to Directors and employees under the employee share plans.

 

Shares held by the Employee Benefit Trust and Treasury Shares held directly by
the Company are excluded from the weighted average number of Ordinary shares
for the purposes of basic earnings per share.

 

 

Profit for year

                                                                            2025    2024
                                                                            $'000   $'000
 Profit for the year attributable to equity holders of the parent           19,663  11,703
 Exceptional costs (tax adjusted)                                           77      507
 Amortisation of acquired intangibles (tax adjusted)                        20,921  20,921
 Adjusted profit for the year attributable to equity holders of the parent  40,661  33,131

 

Basic earnings per share are calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of shares in
issue during the year.

 

For diluted earnings per share, the weighted average number of Ordinary shares
calculated above is adjusted to assume conversion of all dilutive potential
Ordinary shares.

 

Earnings per share

                       2025   2024
                       cents  cents
 Basic EPS             56.2   33.5
 Diluted EPS           55.2   33.2
 Adjusted basic EPS    116.1  94.8
 Adjusted diluted EPS  114.2  93.9

 

 

 

8.    Intangible assets

 

 

                                 Goodwill        Customer        Proprietary              Development     Computer
                                                 Relationships   Software     Trademarks  Costs           Software      Total
                                 $'000           $'000           $'000        $'000       $'000           $'000         $'000
 Cost
 At 1 July 2024                  235,486         153,964         52,724       5,000       86,817          4,246         538,237
 Additions                       -               -               -            -           14,878          -             14,878
 Disposals                       -               (2,964)         (1,221)      -           (2,252)         -             (6,437)
 At 30 June 2025                 235,486         151,000         51,503       5,000       99,443          4,246         546,678

 Accumulated amortisation and impairment
 At 1 July 2024                  250             32,839          31,794       1,649       30,145          4,091         100,768
 Charge for the year             -               10,067          10,299       555         10,389          73            31,383
 Amortisation on disposals       -               (2,964)         (1,221)      -           (2,252)         -             (6,437)
 At 30 June 2025                 250             39,942          40,872       2,204       38,282          4,164         125,714
 Net Book Value at 30 June 2025  235,236         111,058         10,631       2,796       61,161          82            420,964

 Cost
 At 1 July 2023                  235,486         153,964         52,724       5,000       71,056          4,461         522,691
 Additions                       -               -               -            -           15,761          5             15,766
 Disposals                       -               -               -            -           -               (220)         (220)
 At 30 June 2024                 235,486         153,964         52,724       5,000       86,817          4,246         538,237

 Accumulated amortisation and impairment
 At 1 July 2023                   250            22,773          21,494       1,094       22,084          3,203         70,898
 Charge for the year             -               10,066          10,300       555         8,061           1,108         30,090
 Amortisation on disposals       -               -               -            -           -               (220)         (220)
 At 30 June 2024                 250             32,839          31,794       1,649       30,145          4,091         100,768
 Net Book Value at 30 June 2024  235,236         121,125         20,930       3,351       56,672          155           437,469

 

In accordance with the Group's accounting policy, the carrying values of
Goodwill and other intangible assets are reviewed for impairment annually or
more frequently if events or changes in circumstances indicate that the asset
might be impaired. Goodwill arose on the acquisition of subsidiaries and is
split into the following CGUs:

                    2025     2024
                    $'000    $'000
 Craneware InSight  11,188   11,188
 Sentry             224,048  224,048
 Total Goodwill     235,236  235,236

 

Craneware InSight

 

The carrying values are assessed for impairment purposes by calculating the
value in use of the core Craneware business cash generating unit. This is the
lowest level of which there are separately identifiable cash flows to assess
the Goodwill acquired as part of the Craneware InSight, Inc. purchase.

 

 

Sentry

 

The carrying values are assessed for impairment purposes by calculating the
value in use of the Sentry business cash generating unit. This is the lowest
level of which there are separately identifiable cash flows to assess the
Goodwill acquired as part of the Sentry acquisition.

 

The key assumptions in assessing value in use for the CGU's are:

 

                    Growth rate in perpetuity     Post-tax discount rate
                    2025           2024           2025          2024
 Craneware InSight  2.0%           2.0%           9.0%          9.0%
 Sentry             2.0%           2.0%           9.0%          9.0%

 

 

After the initial term of 5 years, the Group applied a growth rate for each
CGU. These take into consideration the customer bases and expected revenue
commitments from it, anticipated additional sales to both existing and new
customers and market trends currently seen and those expected in the future.

 

The Group has assessed events and circumstances in the year and the assets and
liabilities of the business cash-generating unit; this assessment has
confirmed that no significant events or circumstances occurred in the year and
that the assets and liabilities showed no significant change from last year.

 

After review of future forecasts, the Group confirmed the growth forecast for
the next five years showed that the recoverable amounts would continue to
exceed the carrying values. There are no reasonable possible changes in
assumptions that would result in an impairment in the Craneware CGU and
certain disclosures, including sensitivities, relating to goodwill have not
been made for this CGU given the significant headroom on impairment testing.
For the Sentry CGU the impairment test was most sensitive to the discount rate
assumption. There is no impairment, with all other assumptions remaining the
same, with a discount rate up to 16%. There are no reasonable possible changes
in any of the other assumptions for this CGU that would result in an
impairment. The risk associated with the 340B regulatory environment is
monitored consistently and is referenced in the Principal Risks and
Uncertainties section of the Annual Report.

 

9.   Trade and other receivables

                                                      2025     2024
                                                      $'000    $'000
 Trade receivables                                    57,462   48,007
 Less: provision for impairment of trade receivables  (3,641)  (2,763)
 Net trade receivables                                53,821   45,244
 Other receivables                                    1,207    1,862
 Current tax receivable                               -        1,921
 Prepayments and accrued income                       7,151    7,787
 Deferred contract costs                              5,245    5,458
                                                      67,424   62,272
 Less non-current receivables:
 Other debtors                                        (504)    (399)
 Deferred contract costs                              (3,248)  (3,235)
 Current portion                                      63,672   58,638

 

 

10.  Deferred tax

 

Deferred tax is calculated in full on the temporary differences under the
liability method using a rate of tax of 25% (FY24: 25%) in the UK and 25%
(FY24: 25%) in the US including a provision for state taxes.

                                 2025      2024
                                 $'000     $'000
 At 1 July                       (32,708)  (41,337)
 Credit to comprehensive income  5,131     10,522
 Transfer direct to equity       (730)     (1,893)
 At 30 June                      (28,307)  (32,708)

 

The movements in deferred tax assets and liabilities during the year are shown
below. Deferred tax assets and liabilities are only offset where there is a
legally enforceable right of offset and there is an intention to settle the
balances net. The balances for the Group are analysed as follows:

                             2025      2024
                             $'000     $'000
 Net deferred tax asset      499       733
 Net deferred tax liability  (28,806)  (33,441)
 At 30 June                  (28,307)  (32,708)

 

Deferred tax assets - recognised

 

                                              Short term timing differences  Losses  Share options  Total

                                              $'000                          $'000   $'000          $'000
 A 1 July 2024                                2,610                          390     4,514          7,514
 (Charged)/ credited to comprehensive income  (53)                           (39)    238            146
 Charged to equity                            -                              -       (730)          (730)
 Total provided at 30 June 2025               2,557                          351     4,022          6,930
                                              4,511                          428     2,357          7,296

 At 1 July 2023
 (Charged)/ credited to comprehensive income  (1,901)                        (38)    4,050          2,111
 Charged to equity                            -                              -       (1,893)        (1,893)
 Total provided at 30 June 2024               2,610                          390     4,514          7,514

 

Deferred tax liabilities - recognised

 

                                                  Long term timing differences  Accelerated tax depreciation  Total

                                                  $'000                         $'000                         $'000
 A 1 July 2024                                    (37,979)                      (2,243)                       (40,222)
 Credited/ (charged) to comprehensive income      5,689                         (704)                         4,985
 Total provided at 30 June 2025                   (32,290)                      (2,947)                       (35,237)
                                                  (44,378)                      (4,255)                       (48,633)

 At 1 July 2023
 Credited to comprehensive income                 6,399                         2,012                         8,411
 Total provided at 30 June 2024                   (37,979)                      (2,243)                       (40,222)

 

 

The analysis of the deferred tax assets and liabilities is as follows:

                                                                  2025      2024
                                                                  $'000     $'000
 Deferred tax assets:
 Deferred tax assets to be recovered after more than 1 year       6,579     7,124
 Deferred tax assets to be recovered within 1 year                351       390
                                                                  6,930     7,514
 Deferred tax liabilities:
 Deferred tax liabilities to be recovered after more than 1 year  (35,237)  (40,222)
 Deferred tax liabilities to be recovered within 1 year           -         -
                                                                  (35,237)  (40,222)
 Net deferred tax liability                                       (28,307)  (32,708)

 

 

11.    Cash generated from operations

 

 Reconciliation of profit before taxation to net cash generated from operations
                                                           2025     2024
                                                           $'000    $'000
 Profit before tax                                         23,979   15,747
 Finance income                                            (1,446)  (1,143)
 Finance expense                                           2,719    5,130
 Depreciation on property, plant and equipment             2,826    3,293
 Amortisation on intangible assets - other                 10,462   9,169
 Amortisation on intangible assets - acquired intangibles  20,921   20,921
 Loss on disposals                                         3        113
 Share-based payments                                      5,695    4,487
 Movements in working capital:
 Increase in trade and other receivables                   (7,073)  (21,183)
 Increase in trade and other payables                      3,463    14,999
 Increase in amounts held on behalf of customers           8,046    2,170
 Cash generated from operations                            69,595   53,703

 

 

12. Borrowings

 

The debt facility comprises a term loan of $8m (FY24: $16m) which is repayable
in quarterly instalments over 5 years up to 30 June 2026, and a revolving loan
facility of $100m of which $20m (FY24: $20m) is drawn down and which expires
on 7 June 2026. During the year, $8m (FY24: $8m) was repaid on the term loan
and the amount drawn down on the revolving credit facility remained constant
(FY24: reduced by $40m). See note 14 for details of the renewal of the loan
facilities post year end.

Interest is charged on the facility on a daily basis at margin and compounded
reference rate. The margin is related to the leverage of the Group as defined
in the loan agreement. As the leverage of the Group strengthens, the
applicable margin reduces.

 

The facility was secured by a Scots law floating charge granted by the
Company, an English law debenture granted by the Company and a New York law
security agreement to which the Company and certain of its subsidiaries were
parties. The security was released and discharged in September 2024 following
the satisfaction of certain performance conditions of the loan agreement in
connection with the acquisition of Sentry Data Systems, Inc.

 

                                          2025    2024
                                          $'000   $'000
 Current interest bearing borrowings      27,740  8,000
 Non current interest bearing borrowings  -       27,372
 Total                                    27,740  35,372

 

Arrangement fees paid in advance of the setting up of the facility are being
recognised over the life of the facility in operating costs. The remaining
balance of unamortised fees and interest at 30 June 2025 is $0.26m (FY24:
$0.67m).

 

See Note 15 for a reconciliation between borrowings, cash and net borrowings.

 

Loan covenants

 

Under the facilities the Group is required to meet quarterly covenants tests
in respect of:

a)     Adjusted leverage which is the ratio of total net debt on the last
day of the relevant period to adjusted EBITDA.

b)    Cash flow cover which is the ratio of cashflow to net finance charges
in respect of the relevant period.

 

The Group complied with these ratios throughout the reporting period.

 

Financing arrangements

 

The Group's undrawn borrowing facilities were as follows:

 

                               2025    2024
                               $'000   $'000
 Revolving facility            80,000  80,000
 Undrawn borrowing facilities  80,000  80,000

 

 

13. Trade and other payables

                                 2025    2024
                                 $'000   $'000
 Trade payables                  4,058   3,725
 Lease creditor due < 1 year     903     952
 Other provisions < 1 year       490     512
 Social security and PAYE        3,588   2,268
 Other creditors                 301     156
 Accruals                        15,326  9,367
 Advanced payments               775     254
 Trade and other payables        25,441  17,234

 

Other provisions relate to employer taxes due in relation to employee share
plan awards of $490,000 (FY24: $512,000). There is a corresponding receivable
of $333,000 included in other debtors (FY24: $218,000). Timing of the use of
this provision is entirely dependent on employees requesting to exercise share
awards.

 

 

14. Subsequent events

On 29th August 2025, the Group entered into a new unsecured Revolving Credit
Facility ('RCF') on improved terms, for a further 3 years, with the option to
extend for two further one-year terms. This new $100m facility consolidates
the previous term loan and RCF, is at lower interest rates than the previous
facilities, and provides a further $100m accordion facility.

 

15. Alternative performance measures

The Group's performance is assessed using a number of financial measures which
are not defined under IFRS and are therefore non-GAAP (alternative)
performance measures.

 

The Directors believe these measures enable the reader to focus on what the
Group regard as a more reliable indicator of the underlying performance of the
Group since they exclude items which are not reflective of the normal course
of business, accounting estimates and non-cash items. The adjustments made are
consistent and comparable with other similar companies.  Alternative
performance measures may be viewed as having limitations due to certain items
being excluded that would be included in GAAP measures.

 

Adjusted EBITDA

 

Adjusted EBITDA refers to earnings before interest, tax, depreciation,
amortisation, exceptional items and share based payments.

 

                                                               2025    2024
                                                               $'000   $'000
 Operating profit                                              25,252  19,734
 Depreciation of property, plant and equipment                 2,826   3,293
 Amortisation of intangible assets - other                     10,462  9,169
 Amortisation of intangible assets - acquired intangibles      20,921  20,921
 Share based payments                                          5,695   4,487
 Exceptional costs                                             102     675
 Adjusted EBITDA                                               65,258  58,279

 

Adjusted earnings per share ("EPS")

 

Adjusted earnings per share ("EPS") calculations allow for the tax adjusted
acquisition costs and share related transactions together with amortisation on
acquired intangibles via business combinations. See Note 7 for the
calculation.

 

Operating Cash Conversion

 

Operating Cash Conversion is calculated as cash generated from operations (as
per Note 11), adjusted to exclude cash payments for exceptional items and
movements in cash held on behalf of customers, divided by adjusted EBITDA.

 

                                                                                  2025     2024
                                                                                  $'000    $'000
 Cash generated from operations (Note 11)                                         69,595   53,703
 Total exceptional items                                                          102      675
 Movement in amounts held on behalf of customers (Note 11)                        (8,046)  (2,170)
 Accrued exceptional items at the start of the year paid in the current year      -        92
 Accrued exceptional items at the end of the year                                 (102)    -
 Cash generated from operations before exceptional items                          61,549   52,300

 Adjusted EBITDA                                                                  65,258   58,279

 Operating Cash Conversion                                                        94.3%    89.7%

 

 

Adjusted PBT

 

Adjusted PBT refers to profit before tax adjusted for exceptional items and
amortisation of acquired intangibles.

 

                                                               2025    2024
                                                               $'000   $'000
 Profit before taxation                                        23,979  15,747
 Amortisation of intangible assets - acquired intangibles      20,921  20,921
 Exceptional items                                             102     675
 Adjusted PBT                                                  45,002  37,343

 

Net cash/ (bank debt)

 

Net cash/ (bank debt) refers to net balance of short term bank debt, long term
bank debt and cash and cash equivalents.

 

                                2025

                                          2024
                                $'000     $'000
 Cash and cash equivalents      55,921    34,589
 Bank debt (Note 12)            (27,740)  (35,372)
 Net Cash/ (Bank debt)          28,181    (783)

 

 

Total Sales

 

Total Sales refer to the total value of contracts signed in the year,
consisting of New Sales and Renewals.

 

New Sales

 

New Sales refer to the total value of contracts with new customers or new
products to existing customers at some time in their underlying contract.

 

Annual Recurring Revenue

 

Annual Recurring Revenue is the annual value of subscription license and
related recurring revenues as at 30 June 2025 that are subject to underlying
contracts and where revenue is being recognised at the reporting date.

 

Net Revenue Retention

 

Net Revenue Retention is the percentage of revenue retained from existing
customers over the measurement period, taking into account both churn and
expansion sales.

 

Revenue Growth

 

Revenue Growth is the increase in Revenue in the current year compared to the
prior year expressed as a percentage of the previous year Revenue.

 

 

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