REG - Crimson Tide PLC - Audited Full Year Results
06/10/2025 07:00
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RNS Number : 1118C Crimson Tide PLC 06 October 2025
6 October 2025
Crimson Tide plc
("Crimson Tide", the "Company" or the "Group")
Final Results
Crimson Tide plc (AIM: TIDE), the provider of the process management platform
mpro5, announces its audited results for the 16 month financial period ended
30 April 2025 ("FY 2025").
Financial Highlights*
· Revenues of £7.9 million (FY23: £6.2 million)
· Adjusted EBITDA of £0.9 million (FY23: £0.4 million)
· Annual recurring revenue ("ARR") of £5.6 million (FY23: £5.8
million)
· Cash and cash equivalents amounted to £1.2 million (FY23: £3.3
million)
*Note that the current period is 16 months, so figures are not comparable with
the prior audited period of 12 months ended 31 December 2023.
Operational Highlights
· Expansion across core verticals and markets
· Major upgrade of mobile and web platforms delivered
· Significant cost savings achieved through team restructuring and
hosting transition
· Leadership team and governance strengthened
Chris Fielding, Non-Executive Chair of Crimson Tide, commented:
"After a highly challenging financial period, I am very confident that we have
put in place an excellent executive team, and that they will restore stability
to the Group and establish the necessary foundations to deliver enhanced
performance and to restore shareholder value over the coming years."
Annual Report and Notice of AGM
The audited statutory report and accounts for FY 2025 will be published on the
Company's website www.crimsontide.co.uk (http://www.crimsontide.co.uk) by
tomorrow and will be posted to shareholders tomorrow along with notice of the
Annual General Meeting to be held on 31 October 2025.
Enquiries:
Investor questions on this announcement https://crimsontide.co.uk/s/9dad28 (https://crimsontide.co.uk/s/9dad28)
We encourage all investors to share questions on this announcement via our
investor hub
Crimson Tide plc + 44 1892 542444
Jon Clarke, Chief Executive Officer
Rachael Rowe, Finance Director
Allenby Capital Limited - Nominated Adviser & Broker +44 (0)20 3328 5656
Jeremy Porter / Dan Dearden-Williams (Corporate Finance) info@allenbycapital.com
Tony Quirke (Sales & Corporate Broking)
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Chairman's Statement
The 16-month financial period ended 30 April 2025 was a period of significant
challenge and change for Crimson Tide PLC. The Board received three approaches
to acquire the Company in the financial period, none of which was consummated.
Subsequently, the majority of the Board Directors either resigned or gave
notice of their intention to do so. Barrie Whipp returned as Interim Executive
Chair until I joined as Non-Executive Chair on 5 June 2025. Jon Clarke, then
interim Chief Operating Officer, accepted the role of CEO on 22 July 2025 and
Rachael Rowe accepted the role of Finance Director with effect from 8
September 2025. During this period, the Company experienced continued staff
turnover, which has contributed to a leaner operational structure. The
16-month financial period ended 30 April 2025 was a period of significant
challenge and change for Crimson Tide PLC.
Against this background, the Group delivered, in the 16 month period, revenue
of £7.9m (2023: £6.1m) and an adjusted EBITDA (as explained in the Finance
Report below) of £0.9m (2023: £0.4m). Cash at the period end amounted to
£1.2m (2023: £3.2m) and, as at 31 August 2025, amounted to £1.3m. New
business wins in the period included GTS, operator of the Elizabeth Line, and
our first US food safety customer, Rudolph Foods. Since the period end, we
have been pleased to sign three-year contract renewals with Booker, a leading
UK wholesaler, and a major UK supermarket. We have also renewed the contract
with Aspens Services, a prominent provider of catering services to schools
across the UK. With the value of our new business pipeline up over 100 per
cent since January 2025 to c.£0.2m of MRR, we expect to announce further new
business in Q4 of 2025.
However, since mid-2025 we have received notice of termination on certain
contracts. As a result, projected MRR (monthly recurring revenue) for the
coming year is expected to be £414,000 compared to £480,000 in early 2024.
This shortfall will need to be addressed before the Group can return to
growth. Our plans for growth are outlined in the CEO statement. I am delighted
that Jon Clarke and Rachael Rowe accepted their invitations to lead the
Executive team. As more fully explained in Jon's statement and the strategic
review below, they are looking to re-establish the foundations for the Group's
future growth by focusing on sales and market realignment, enhanced
positioning and simplicity, customer expansion and retention, and
profitability and monetisation. I look forward to introducing Jon and Rachael
at the Annual General Meeting. I would like to thank each of the Directors who
have left the Board since the start of 2024 and wish them success in their
future endeavours. I would also like to put on record the Board's gratitude to
each of the Group's employees in what was a challenging period.
I am very confident that we have an excellent executive team in place, and
that they will restore stability to the Group and establish the necessary
foundations to deliver enhanced performance and to restore shareholder value
over the coming years.
Chris Fielding
Non-Executive Chairman
CEO Statement
Introduction
I joined Crimson Tide in October 2024 on a part- time basis in a Chief
Operating Officer capacity, with a mandate to review operations and lay the
foundations for scalable growth. At that time, the business was emerging from
a period of disruption following two indicative approaches to acquire the
Company during H1 2024, neither of which ultimately proceeded. Shortly after
my appointment, the Board proposed a third transaction, an all-share merger
with Checkit plc. This proposal did not secure sufficient shareholder support
and subsequently lapsed. Following this outcome, the then Chair and CEO
stepped down from the Board, after which Barrie Whipp, Crimson Tide's former
Executive Chair, returned on an interim basis. Around the same time, Luke
Jeffrey, our Chief Technical Officer, also stepped down from the Board but
remains an employee. Since then, we have taken decisive action to stabilise,
refocus, and strengthen the Company, including:
· Building a highly talented and motivated team;
· Reducing overheads and improving operational efficiency;
· Aligning functions around clear commercial priorities; and
· Embedding a disciplined, execution-led culture.
These actions have placed Crimson Tide on a stronger strategic footing. Our
focus is now firmly on acquiring new customers, expanding within our existing
base, and significantly reducing churn to drive long-term recurring revenues.
In governance terms, we have continued to evolve and strengthen the Board.
Chris Fielding succeeded Barrie Whipp as Non-Executive Chair, while Rachael
Rowe joined as Finance Director on 8 September 2025, following Peter Hurter's
decision to step down to establish his own business.
Finally, in July 2025, I was honoured to be appointed Chief Executive Officer.
I am committed to leading Crimson Tide through its next phase, one defined by
disciplined growth, operational excellence,
and sustainable value creation for our shareholders.
Financial Results
Against this background, the Group delivered, in the 16-month period, revenue
of £7.9m (2023: £6.1m) and an adjusted EBITDA (as explained in the Finance
Report below) of £0.9m (2023: £0.4m). Cash at the period end amounted to
£1.2m (2023: £3.2m) and, as at 31 August 2025, amounted to £1.3m.
Operational Highlights
· Three proposed corporate transactions created disruption but did not
proceed. We acted decisively to stabilise operations, refocus strategy, and
strengthen the business for sustainable growth.
· We signed our first US customer in food safety, Rudolph Foods, and
secured a landmark five-year deal with GTS, operators of the Elizabeth Line
railway.
· Customer churn equated to 18% of opening MRR during the period, such
that monthly recurring revenue as at 30 April 2026, based on the status of
current contracts, is projected to be £414,000, compared to £480,000 as at 1
January 2024. To address this, we have introduced structured account
management and Quarterly Business Reviews (QBRs) to strengthen retention and
deepen customer relationships.
· Over the 16 months to 30 April 2025, 48,634,289 flows were completed
by our customers using mpro5. Flows are digital forms that replace manual
paperwork.
· We accelerated product development using the Shape Up methodology (as
explained further below) and delivered generational upgrades to web and mobile
platforms; with Saturn, our new mobile app, now adopted by over 80% of
customers with strong feedback.
· We transitioned hosting to Azure Premium Functions, which is expected
to deliver annual savings of c.60% while enhancing scalability and resilience.
· We reduced full-time headcount and adopted an outsourced model in
certain areas, providing flexibility to scale efficiently as the business
grows.
Post Balance Sheet events
Since the balance sheet date, we are delighted to have signed three-year
contract renewals with Booker, a leading UK wholesaler, and a major UK
supermarket. We have also renewed the contract with Aspens, a major provider
of catering services to UK schools.
We are also pleased that the value of our new business pipeline is up over 100
per cent to c.£0.2m of MRR since January 2025, which gives us confidence for
the near future.
Vision and Market Opportunity
Our vision is to be the leading platform for digital compliance and workflow
automation in the UK and US, enabling enterprise and mid-market organisations
to improve efficiency, reduce risk, and demonstrate compliance with
confidence.
We see our strongest opportunities in retail, food safety, and facilities
management, where demand for digital transformation and operational visibility
continues to accelerate. With a reshaped executive team, an enhanced focus on
customer success, continued product investment, and a targeted go-to-market
strategy, Crimson Tide is well positioned to capture a greater share of this
growing opportunity.
Strategy
Our commercial strategy is built around four pillars:
1. Winning new customers
2. Growing existing accounts
3. Improving customer retention
4. Enhancing product scalability
1. Winning new customers
We have implemented a highly targeted, data-driven outbound sales process in
partnership with a leading US revenue operations agency, expanded our
commercial team with new Sales Development Representatives, and laid the
foundations of a scalable inbound engine across Google Ads, Microsoft Ads,
Meta, and LinkedIn. Importantly, our inbound and outbound strategies are fully
aligned, creating a cohesive approach to customer acquisition. We have refined
our market positioning to target compliance-driven, multi- location
organisations in our core verticals of retail, food safety, and facilities
management, supported by updated messaging and collateral.
2. Growing existing accounts
In January 2025 we introduced time tracking for professional services. Between
January 2025 and August 2025, we delivered over 7,000 hours, with only a small
proportion billed. Extrapolated across a year, this equates to £1.8m in
potential revenue, highlighting a clear opportunity to improve margin
discipline. Going forward, we will charge appropriately for professional
services and introduce capped service levels aligned to pricing tiers, with
additional work billed separately. These measures will protect margins, better
align value to cost, and support a more disciplined operating model.
3. Improving customer retention
Customer churn has historically been a barrier to growth, and improving
retention is now a central part of our strategy. We have introduced structured
account management, including regular check ins and quarterly business
reviews, alongside empowering customers through self-service functionality.
Tools such as Zendesk streamline support enforce service-level targets, and
track key success metrics including CSAT (customer satisfaction score) and NPS
(net promoter score).
We will continue to support our existing reseller partners but will not add
new ones going forward. The reseller model has limited our ability to directly
service customers, contributed to churn, and constrained account growth. By
focusing on direct relationships, we will improve customer experience and
unlock stronger long-term value.
4. Enhancing product scalability
While mpro5's flexibility and customisability have long been key
differentiators, they have also added complexity. We are addressing this by
developing tools and enhancements that lower overheads and expand
self-service. For example, an AI-driven support tool in development will allow
teams to query a customer's mpro5 configuration directly, reducing the need
for manual documentation an activity that consumed over 900 hours of internal
effort this year. These improvements will enable us to scale more efficiently,
protect margins, and reduce reliance on additional headcount as we grow.
Product Innovation
We are accelerating product development using Shape Up, a product development
methodology that improves efficiency and predictability by focusing teams on
clearly defined projects delivered within fixed timeframes. This has enabled
faster product releases and tighter commercial alignment.
· Saturn: our new mobile client, now adopted by over 80% of customers,
delivering improved performance and experience.
· Odyssey: our new web platform, now rolling out, improving usability
and reducing infrastructure costs.
· Our innovation pipeline includes a new task management engine for
enterprise-scale compliance, and embedded employee communications tools to
deepen engagement.
Together, these advances lay the foundation for enhanced functionality,
greater scalability, and expanded customer self-service.
Operational and Financial Discipline
We have restructured the operational teams over the last 12 months and
supplemented with outsourced engineering and technical support at lower cost,
with flexibility to scale as required.
We have partnered with Pareto, a graduate recruitment and training specialist,
to bring in top sales and other talent supported by structured development. We
also transitioned hosting from App Service Plan-based architecture to Azure
Premium Functions, which
is expected to reduce annual web infrastructure costs by around 60% while
improving scalability and resilience.
In parallel, we engaged best-in-class freelance expertise in content
marketing, performance marketing and design, enabling us to access top talent
cost-efficiently. Collectively, these initiatives have improved efficiency,
strengthened our operating model, and positioned the Company to scale
profitably and sustainably.
New Share Option Scheme
The Board recognises the importance of aligning the interests of our staff
with those of our Shareholders. We therefore intend to propose at the Annual
General Meeting a new share option scheme to supplement the existing option
scheme which will not be used again. The new scheme will incorporate
performance conditions set by the Remuneration Committee and shares will only
be issued under the new scheme to the extent that shares issued under both
schemes do not exceed 10 per cent of the issued share capital over a rolling
ten-year period.
Outlook and Prospects
The outlook for Crimson Tide is positive. While disruption from past corporate
approaches, staff turnover and irregular customer churn presented challenges
during the year, we are already seeing early impact from our new strategy. Our
outbound sales process is building a strong pipeline of enterprise targets
across retail, food safety and facilities management. We have begun charging
appropriately for professional services, delivering platform enhancements that
drive customer value, and embedding measures to address the drivers of churn.
Our budget is based on sustainable growth, providing the team and tools to
execute on our strategy of winning new customers, growing accounts and
increasing retention, while maintaining profitability. With a motivated team,
a clear strategy, and the foundations of scalable, profitable growth now in
place, I am confident that Crimson Tide is well positioned to deliver
long-term value for customers and shareholders.
We anticipate that the current financial year ending 30 April 2026 will
reflect our re-establishing the foundations for growth in the ensuing years.
Jon Clarke
CEO
Financial Review
16-month ended April 2025 Year ended December 2023
Financial Indicator £m £m
Revenue 7.99 6.16
Gross profit margin 88.0% 86.2%
Adjusted EBITDA 0.88 0.42
Loss before tax (2.34) (0.69)
Annual recurring revenue (ARR) 5.62 5.78
Cash 1.25 3.26
Adjusted EBITDA reconciliation to Loss before tax:
16-month ended April 2025 Year ended December 2023
Financial Indicator £m £m
Loss before income tax expense (2.34) (0.69)
Finance charges 0.04 0.05
Depreciation 0.35 0.28
Amortisation 1.17 0.76
Impairment of intangible assets 0.73 -
Share option expense 0.01 0.02
EBITDA (0.04) 0.42
Redundancy costs 0.44 -
Aborted takeover deal fees 0.48 -
Adjusted EBITDA 0.88 0.42
Revenue
Following the distraction of three takeover approaches, Annual Recurring
Revenue (ARR), remained almost flat at £5.62m (2023: £5.78m). Growth in ARR
was driven by existing customers' need for additional functionality, thereby
further embedding mpro5 into their operating ecosystems.
Gross profit margin improved to 88.0% (2023: 86.2%) due to enhanced
efficiencies of the upgraded mobile app.
Cashflow and Liquidity
Cash at year-end amounted to £1.2m (2023: £3.2m) after accounting for
extraordinary costs relating to redundancies (£0.4m) and aborted takeover
deal fees (£0.5m). These items contributed to operating cash outflow for the
period amounting to £0.6m (2023: £1.2 inflow). The Group has budgeted to
return to positive operating cash flow for the coming financial year.
Trade Receivables
Trade receivables at year-end amounted to £1.1m (2023: £0.9m). The Group has
a high-quality customer base with normally low delinquencies.
Debt and Finance Costs
Finance leases decreased to £0.4m (2023: £0.7m) in respect of the 5-year
office lease in Tunbridge Wells. Finance charges of £44k (2022: £52k)
primarily relate to the IFRS 16 recognition requirements of this lease.
Intangible Assets
Software development costs of £1.1m (2023: £1.2m) were capitalised during
the 16-month period, while amortisation amounted to £0.9m (2023: £0.6m).
Consumer-focused software was fully impaired by £0.6m. Goodwill related to
the investment in Callog Ltd was fully impaired by £0.12m. This company was
acquired approximately 20 years ago and its call-logging software is now
obsolete. The movement in value of intangible assets are reflected in note 8
to the financial statements.
Earnings per Share
The average number of ordinary shares in issue during the year was 6,574,863.
Basic and diluted loss per share was 32.76p (2023: 4.64p).
Tax
Irish corporation tax amounted to £30k (2023: £11k) with no tax payable in
the UK or US due to losses brought forward and during the year. The Group
received an R&D tax rebate of £0.2m (2023: £0.4m).
Financial Statements
Consolidated Statement of Profit or Loss and Comprehensive Income
FOR THE 16-MONTH PERIOD ENDED 30 APRIL 2025
2025 2023
Note £000 £000
Revenue 3 7,985 6,155
Cost of Sales (955) (849)
Gross Profit 7,030 5,306
Administrative expenses 4 (9,329) (5,942)
Loss from operating activities (2,299) (636)
Adjusted EBITDA 879 424
Exceptional expenses 4 (918) -
Depreciation and amortisation (1,519) (1,038)
Share based payment charge (12) (22)
Impairment of intangible asset 8 (729) -
Loss from operating activities (2,299) (636)
Finance expenditure 4 (44) (52)
Loss before income tax expense (2,343) (688)
Income tax income 6 189 383
Loss after income tax (2,154) (305)
(Loss)/Earnings per share (pence)
Basic 7 (32.76) (4.64)
Diluted 7 (32.76) (4.64)
Consolidated Statement of Comprehensive Income
Loss for the year (2,154) (305)
Items that may be classified subsequently to profit and loss
Exchange differences on translating foreign operations (38) (19)
Total comprehensive loss for the year (2,192) (324)
Consolidated Statement of Financial Position
AT 30 APRIL 2025
2025 2023
Note £000 £000
Assets
Non-current assets
Intangible assets 8 3,604 4,440
Property, plant and equipment 9 155 237
Right-of-use asset 10 350 571
Total non-current assets 4,109 5,248
Current assets
Trade and other receivables 12 1,342 1,182
Cash and cash equivalents 13 1,251 3,255
Total current assets 2,593 4,437
Total assets 6,702 9,685
Liabilities
Current liabilities
Trade and other payables 14 996 1,514
Lease liabilities 15 212 199
Total current liabilities 1,208 1,713
Non-current liabilities
Lease liabilities 15 170 468
Total non-current liabilities 170 468
Total liabilities 1,378 2,181
Net assets 5,324 7,504
Equity
Issued capital 16 657 657
Share premium 17 5,590 5,590
Other reserves 17 394 427
Reverse acquisition reserve 17 (5,244) (5,244)
Retained profits 17 3,927 6,074
Total equity 5,324 7,504
Consolidated Statement of Changes in Equity
AT 30 APRIL 2025
Issued capital Share premium Other reserves Reverse acquisition Retained earnings Total
reserve equity
£000 £000 £000 £000 £000 £
0
0
0
Consolidated
Balance at 1 January 2023 657 5,590 493 (5,244) 6,310 7,806
Loss after income tax expense for the year - - - - (305) (305)
Share options cancelled - - (69) - 69 -
Share options expense - - 22 - - 22
Translation movement - - (19) - - (19)
Balance at 31 December 2023 657 5,590 427 (5,244) 6,074 7,504
Loss after income tax expense for the year - - - - (2,154) (2,154)
Share options cancelled - - (7) - 7 -
Share options expense - - 12 - - 12
Translation movement - - (38) - - (38)
Balance at 30 April 2025 657 5,590 394 (5,244) 3,927 5,324
Consolidated Statement of Cash Flows
FOR THE 16-MONTH PERIOD ENDED 30 APRIL 2025
2025 2023
Note £000 £000
Loss before taxation (2,343) (688)
Adjustments for:
Amortisation of intangibles 8 1,167 758
Impairment of intangibles 8 729 -
Depreciation of property, plant and equipment 9 88 74
Depreciation of right-of-use assets 10 264 206
Unrealised currency translation gains (38) (19)
Interest expense 44 52
Share option expense 12 22
Operating cash flows before movements in working capital (77) 405
(Increase) / decrease in trade and other receivables 12 (160) 464
(Decrease) / increase in trade and other payables 14 (518) 54
Cash (used in)/generated by operations (755) 923
Income taxes received 6 219 407
Income taxes paid 6 (30) (24)
Interest expense (44) (52)
Net cash from operating activities (610) 1,254
Cash flows from investing activities
Purchases of property, plant and equipment 9 (6) (47)
Purchases of other intangible assets 8 (15) (223)
Development expenditure capitalised 8 (1,045) (1,163)
Net cash used in investing activities (1,066) (1,433)
Cash flows from financing activities
Repayments of lease liability 15 (328) (184)
Net cash used in financing activities (328) (184)
Net decrease in cash and cash equivalents (2,004) (363)
Cash and cash equivalents at the beginning of the financial year 3,255 3,618
Cash and cash equivalents at the end of the financial year 13 1,251 3,255
Notes
1. Summary of significant accounting policies
i. Basis of preparation
The financial statements have been prepared in accordance with UK-Adopted
International Accounting Standards and in accordance with the requirements of
the Companies Act 2006.
Historical cost convention
The consolidated financial statements have been prepared under the historical
cost convention, except for, where applicable, the revaluation of financial
assets and liabilities at fair value through profit or loss, financial assets
at fair value through other comprehensive income. The amounts in the financial
statements have been rounded to the nearest thousand pounds sterling, unless
otherwise stated. The preparation of financial statements requires the use of
certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the Group's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 2.
Standards, amendments and interpretations relevant to the Group's operation
and adopted by the Group as at 1 January 2024. There were no new standards or
interpretations effective for the first time for periods beginning on or after
1 January 2024, which had a significant effect on the Group's financial
statements. There were also no standards, amendments or interpretations
relevant to the Group's operations that have not yet become effective.
ii. Basis of consolidation
The consolidated financial statements include the financial statements of the
Company as well as its subsidiaries. Subsidiaries are all entities (including
structured entities) over which the Group has control. The Group controls an
entity when the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are deconsolidated
from the date when control ceases.
The acquisition method of accounting is used to account for the acquisition of
subsidiaries by the Group. The consideration transferred for the acquisition
of a subsidiary is the fair value of the assets transferred, the liabilities
incurred and the equity interest issued by the Group. The consideration
transferred also includes the fair value of any asset or liability resulting
from a contingent consideration arrangement. Acquisition-related costs are
expensed as incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the Group recognizes any non-controlling interest in the
acquiree either at fair value or at the non-controlling interest's
proportionate share of the acquiree's net assets.
Goodwill is measured as the excess of the aggregate of the consideration
transferred and the fair value of non-controlling interest over the fair value
of the identifiable assets acquired and liabilities and contingent liabilities
assumed. If the consideration is lower than the fair value of the net assets
acquired, the difference is recognized in profit or loss. Any contingent
consideration is recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration is recognised in
profit or loss in accordance with IFRS 9 'Financial Instruments'. Contingent
consideration that is classified as equity is not remeasured and its
subsequent settlement is accounted for within equity.
Changes in ownership interests in subsidiaries without loss of control
Transactions with non-controlling interests that do not result in loss of
control are accounted for as equity transactions that is, as transactions with
the owners in their capacity as owners. The difference between fair value of
any consideration paid and the
relevant share acquired of the carrying value of net assets is recorded in
equity.
Gains or losses on disposals to non-controlling interests are also recorded in
equity.
When the Group ceases to have control, any retained interest in the entity is
remeasured to its fair value, with the change in carrying amount recognized in
profit or loss. The fair value is the initial carrying amount for the purposes
of subsequently accounting for the retained interest as an associate, joint
venture or financial asset. In addition, any amounts previously recognized in
other comprehensive income are reclassified to profit or loss.
iii. Going concern
The Strategic report sets out the Group's business activities and headline
results, together with the financial statements and notes which detail the
results for the year, net current asset position and cash flows for the
16-month period ended 30 April 2025.
The Directors have prepared cash flow forecasts for the Group for a review
period of more than twelve months from the date of approval of the 2025
financial statements and consider the assumptions used therein to be
reasonable and reflective of its long-term subscription contracts and
contracted recurring revenue. These forecasts reflect an assessment of current
and future market conditions and their impact on the Group's future cash flow
performance. Alternative scenarios have also been prepared to consider
sensitivities for a reduction in revenue to the end of the review period.
Forecasts indicate the Group would have sufficient funds to continue as a
going concern.
Should sales reduce further than the sensitised case, the Group has a number
of mitigating actions such as reducing discretionary spend and delaying
capital expenditure and research and development costs to protect the Group's
cash position. The Directors remain confident in the long-term future
prospects for the Group and therefore the Directors have a reasonable
expectation that the Group has adequate resources to continue for the
foreseeable future. As a result, they continue to adopt the going concern
basis in preparing the financial statements.
iv. Revenue recognition
The Group derives revenue primarily from licences under contracts that
typically have a 36-month term, and one-off development work. Recurring
subscription revenue related to software licenses Subscription revenue
represents all fees earned from granting customers a right-to-use license of
the Group's software billed on a subscription basis over the contract term.
Revenue is recognised when the performance obligation has been rendered which
is when a customer purchases a right-to-use mpro5 software license. The
licence also includes ongoing maintenance of the software for the duration of
the contract. Licences that grant a customer the right to access the Group's
software and related continuous updates and support are typically recognized
over time, because the customer receives and consumes the benefits of the
Group's performance continuously throughout the licence period.
The associated consideration payable to Crimson Tide (consisting of the
license fee and maintenance combined), is usually invoiced and settled on a
monthly basis. In instances of software license renewals with existing
customers where the licensed software is consistent with that initially
purchased and delivered to the customer, license revenue is recognised over
time when the renewal is signed, and an enforceable contract deemed to exist.
This relates to one-off development work to enhance or modify the customer's
mpro5 core product. It is billed in advance on a per day basis however it is
recognised at a point in time, when the work is delivered, as typically the
projects are of a short-term nature.
Incremental costs to obtain a contract are made up of sales commissions earned
by the Group's sales teams which can be directly linked to an individual sale,
relating to SaaS contracts. The asset is included within "Intangible Assets"
in the statement of financial position.
The asset is amortised over the life of the contract committed for by the
customer on a straight-line basis. The asset is also periodically reviewed for
impairment. When the amortisation period of the asset that the Group would
otherwise have recognised is one year or less,
the Group applies the practical expedient in IFRS 15.B16 and recognises these
costs as an expense when incurred.
Deferred revenue (referred to as "contract liabilities" as per IFRS 15)
represents prepayments from customers for wholly-unsatisfied or
partially-satisfied performance obligations mainly in relation to annual in
advanced billing on SaaS contracts.
2. Expenses
Profit before income tax includes the following specific expenses:
2025 2023
£000 £000
Depreciation
Plant and equipment 88 74
Right-of-use assets 264 206
Total depreciation 352 280
Amortisation
Development software 944 558
Incremental contract costs 181 200
Other 42 -
Total amortisation 1,167 758
Impairment
Development software 610 -
Goodwill 119 -
Total impairment 729 -
Finance costs
Interest and finance charges paid/payable on lease liabilities 44 52
Finance costs expensed 44 52
Auditors remuneration for:
Audit services 88 50
The Group's reported EBITDA for the year includes exceptional costs of £0.9m,
primarily relating to unsuccessful takeover activity. These costs comprise
severance payments associated with staffing restructuring and professional
fees incurred in relation to legal and advisory services.
To provide a clearer view of the Group's underlying operational performance,
management has presented an adjusted EBITDA measure which excludes these
exceptional costs. Adjusted EBITDA is considered a more representative
indicator of the recurring earnings and cash-generating capacity of the
business, as it removes the impact of significant, non-recurring items that do
not form part of the Group's ongoing operations.
3. Taxation
The Group has an unrecognised deferred tax asset relating to carried forward
taxable losses of approximately £979,000 (2023: £410,000). A deferred tax
asset has not been recognised in relation to these losses as the Group is
expecting to be profitable although the timing is uncertain.
4. (Loss)/Earnings per share
The calculation of basic (loss)/earnings per share is based on the profit
attributable to ordinary shareholders and the weighted average number of
ordinary shares in issue during the period.
The calculation of diluted (loss)/earnings per share is based on profit
attributable to ordinary shareholders and the weighted average number of
ordinary shares that would be in issue, assuming conversion of all dilutive
potential ordinary shares into ordinary shares.
Reconciliation of the weighted average number of shares used in the
calculations are set out below:
2025 2023
£ £
Basic earnings per share
Reported (loss)/profit (£000) (2,154) (305)
Reported basic earnings per share (pence) (32.76) (4.64)
Reported diluted earnings per share (pence) (32.76) (4.64)
2025 2023
No. No.
Weighted average number of ordinary shares
Opening balance
6,574,863 6,574,863
Weighted average number of ordinary shares for basic EPS 6,574,863 6,574,863
Effect of options outstanding - -
Weighted average number of ordinary shares for diluted EPS 6,574,863 6,574,863
At 30 April 2025 there were 123,000 (2023: 131,000) share options outstanding.
These share options were not included in the calculation of diluted earnings
per share because they are antidilutive in terms of IAS 33.
The financial information set out above does not constitute the Company's
statutory accounts for the period ended 30 April 2025.
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