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REG - Dillistone Group PLC - Final Results & Investor Presentation

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RNS Number : 3130D  Dillistone Group PLC  07 May 2026

 

07 May 2026

 

Dillistone Group Plc

("Dillistone", the "Company" or the "Group")
Final Results

& Investor Presentation

 

Dillistone Group Plc (AIM:DSG), a long-standing supplier of software and
services to recruiters, currently in the process of transitioning to a serial
acquirer, is pleased to announce its audited final results for the 12 months
ended 31 December 2025 ("FY2025").

 

Highlights

 

·    Adjusted operating profit of £0.166m (2024: £0.269m).

·    Loss before tax of (£0.343m) (2024: profit £0.013m) driven by
exceptional items of £0.300m, of which £0.257m is related to the write down
of a software asset.

·    Net cash from operating activities up 10% at £1.082m (2024:
£0.959m).

·    CBIL debt reduced by £0.300m in the year, last payment due June
2026.

·    EBITDA margin increased to 28.3% (2024: 26.2%) with EBITDA decreasing
by 7% to £1.190m (2024: £1.286m).

·    Recurring revenues represented 89% (2024: 90%) of Group revenue. This
equates to 122% of administration + cost of sales expenses (excluding
depreciation / amortisation / exceptional costs) (2024: 121%).

·    Revenue decreased by 14% to £4.202m (2024: £4.903m) reflecting a
still challenging market.

·    Post year end fundraise of £1.500m secures the Group's finances for
the future and supports change in strategy.

 

 

Commenting on the results and prospects, Giles Fearnley, Non-Executive
Chairman, said:

 

2025 was another challenging year for the Group, serving a recruitment market
that remains troubled, but I'm pleased report significant to and positive
developments, both in the year under review and through the early months of
2026.

 

I am delighted by the faith shown in the Group by our new investors. The
investment has stabilised the balance sheet and will enable the Group to
explore new strategic avenues for growth in the future.

 

2026 will be a year of change for the Group as we transition from being solely
focused on recruitment software to adopting a dynamic strategy, seeking
opportunities for acquisition led growth.

 

Right now, however, the Group remains focused in the recruitment software
sector, and within this niche, we have made a solid start to the year with the
first quarter delivering our best order book for three years.

 

 

 

 

 

Investor Presentation: 14:30 BST on Thursday, 7 May 2026

 

Dillistone is pleased to announce that Jason Starr and Ian Mackin will provide
a live presentation relating to the Final Results via the Investor Meet
Company platform on 7 May 2026, 14:30 BST.

 

 

Investors can sign up to Investor Meet Company for free and can join the
Dillistone presentation via the following link:

 

https://www.investormeetcompany.com/dillistone-group-plc/register-investor
(https://www.investormeetcompany.com/dillistone-group-plc/register-investor)

 

Investors who already follow Dillistone on the Investor Meet Company platform
will automatically be invited.

 

Enquiries:

 

 Dillistone Group Plc
 Giles Fearnley                  Chairman                          01256 297 000
 Jason Starr                     Chief Executive Officer
 Ian Mackin                      Finance Director

 Zeus (Nominated adviser and Broker)
 Mike Coe                        Director, Investment Banking       020 3829 5000

 

Notes to Editors:

 

Dillistone Group Plc is a leader in the supply and support of software and
services to the recruitment industry. Dillistone operates through the Ikiru
People (www.IkiruPeople.com (https://www.ikirupeople.com/) ) brand.

 

The Group develops, markets and supports the Talentis, FileFinder, Infinity,
Mid-Office, ISV and GatedTalent products.

 

Dillistone was admitted to AIM, a market operated by the London Stock Exchange
plc, in June 2006.

 

Learn about our products:

Talentis Software:
https://www.talentis.global/recruitment-software/
(https://www.talentis.global/recruitment-software/)

Voyager Software:
https://www.voyagersoftware.com (https://www.voyagersoftware.com)

Online Timesheets:
https://www.voyagersoftware.com/online-timesheets/
(https://www.voyagersoftware.com/online-timesheets/)

 

 

 

Chairman's statement

 

2025 was another challenging year for the Group, serving a recruitment market
that remains troubled, but I'm pleased to report significant and positive
developments, both in the year under review and through the early months of
2026.

 

I have to start my statement with a reference to the post year end fundraise
of £1.500m. I am delighted by the faith shown in the Group by our new
investors. The investment has stabilised the balance sheet and will enable the
Group to explore new strategic avenues for growth in the future.

 

I warmly welcome Matthias Riechert and Aakash Vanchi Nath to the Board, and
once again thank Simon Warburton and Steve Hammond for the valuable
contributions they made to the Group Board before stepping down in February. I
am delighted that Simon and Steve remain on the board of our Ikiru People
subsidiary.

 

Focusing on the Group's performance in 2025, in a still depressed market, the
Group has delivered broadly on our consistent messaging through the year.
Revenue was down, operational EBITDA and cash margins crept upwards, we
continued to pay down the CBIL loan and Talentis became a viable CRM platform
with users around the World.

 

For the purposes of obtaining true comparatives between financial years, we
focus on measures which are adjusted to remove items of Government support,
acquisition related and exceptional items, to better understand the underlying
business.

 

The expected drop in revenues meant that while EBITDA fell (£1.190m v
£1.286m), adjusted EBITDA margin increased to 28.3% (FY2024: 26.2%)
demonstrating the potential the current core operating company has when the
revenue line returns to growth.

 

Net cash from operating activities increased to £1.082m (FY2024: £0.959m) on
the reduced revenue base. However, when adjusted for the £0.120m loan notes
issued in the year, the net change in cash and cash equivalents improved 36%
to (£0.256m) (FY2024: (£0.397m)).

 

During the year the Group paid down £300k of debt, whilst raising £0.120m
through the issue of a new loan note. I am glad to note that the CBIL loan of
£1.500m taken out in 2020 in the midst of the Covid crisis, will be fully
repaid by the time of this year's AGM.

 

Dividends

The Group is not recommending a final dividend in respect of the year to 31
December 2025 (2024: nil).

Staff

We owe our progress to our remarkable team. We are incredibly fortunate to
possess a workforce of such dedication and skill. I want to personally thank
everyone for their hard work, commitment, and determination in delivering
first-class products and services to the industries we serve. They are the
foundation of the Group and looking towards the exciting future, a strong base
to build on.

 

Outlook

2026 will be a year of change for the Group as we transition from being solely
focused on recruitment software to adopting a dynamic strategy, seeking
opportunities for acquisition led growth.

 

Right now, however, the Group remains focused in the recruitment software
sector, and within this niche, we have made a solid start to the year with the
first quarter delivering our best order book for three years.

 

The Board looks forward to providing shareholders with updates as the year
unfolds.

Giles Fearnley

Non-Executive Chairman

 

 

CEO's Review

I am delighted to present what is likely to be my final statement as Chief
Executive Officer of Dillistone Group Plc.

In the 12 months since I last wrote to you, the Group has undergone a huge
amount of change. In a challenging market, our Ikiru People business has shown
resilience and, as I will explain below, appears to have turned a corner.

Earlier this year, the Group secured a substantial new investment and
announced plans to embark on a new buy-and-build strategy, focused on
acquiring and developing high-quality, cash-generative businesses. We believe
that this strategy will deliver long-term, compounding value for shareholders.

A new strategy requires new leadership, and I'd like to join our Chair in
welcoming Matthias and Aakash to the Board while thanking Simon and Steve who
have stepped off the Group Board but, I'm delighted to say, remain in our
Group. We continue to build our leadership team to deliver our new strategy
and the search for a new Chief Executive is underway.

Review of 2025

While great change is ahead of us, today and throughout the year in review,
Dillistone Group traded exclusively in the recruitment technology sector, via
our subsidiary Ikiru People.

Our product portfolio is divided into two key segments.

·      Solutions for contingency recruiters, primarily serving agencies
in the United Kingdom but also used internationally.

·      Solutions for executive search firms and in-house executive
search teams, with clients ranging from sole traders to boutique firms right
up to globally recognised executive search brands, these products are used
across the globe.

The recruitment market has faced challenges for a number of years now,
impacting our clients and impacting us. Data from sources including KPMG
suggest that the recruitment industry in the UK has gone through a downturn
lasting at least 38 months, with job vacancies 21% below pre-pandemic levels.
Many recruiting firms - including among our client base - reduced staff and
many closed entirely. As a result, our focus has been on controlling our cost
base and improving our margins with a view to achieving better results during
these challenging times. Gross margin has grown over the last few years, and
while it dipped slightly in 2025, we expect to see further improvement in 2026
and 2027.

On the contingency side of the business, we've focussed our efforts on adding
ancillary products that allow us to take a larger percentage of our clients'
technology expenditure, whilst also "locking in" our clients further. Revenue
per user on the contingency side grew by 2.7% in the year.

We are pleased to report that our ability to win new business is improving.
New business orders in FY25 were up 12% over the previous year, with progress
made on both sides of the firm.

Looking now at the executive search side of our business - In our pre-close
statement, we reported that Talentis had performed well in the 2(nd) half of
2025, with exit ARR up 67% in the period. The increase in migration numbers
also saw a steep increase in professional services fees.

This H2 growth in revenue has been driven by a variety of factors; the
platform started to attract larger clients, with the average number of users
per new client in H2 trebling when compared to the average at the end of H1.
This led to the number of users on the platform rising 50%. Probably most
importantly for the longer term, however, we saw a significant change in the
nature of our clients - in the period January 2024 - May 2025, 82% of our new
users signed on a month to month basis; in the period from June 2025 -
December 2025, 86% of new users signed contracts for 12 months or longer.

The steps taken in 2025, we believe, will help us deliver a return to growth
for the Group in 2026.

 

Historical KPIs and financial performance

 

As expected, Group's operational performance regressed slightly from FY2024.
The success measure for each of the KPIs used by management is for
year-on-year improvement.

 

                                 FY25     FY24     % Move

                                 £'000    £'000
 Total revenue                   4,202    4,903    (14%)
 Recurring revenue               3,750    4,394    (15%)
 Adjusted EBITDA *               1,190    1,286    (7%)
 Cash from operating activities  1,082    959      13%
 Adjusted profit before tax **   11       117      (91%)

 

 

*     EBITDA adjusted for exceptional items

**   Adjusted profit before tax is statutory profit before acquisition
related intangible amortisation, reorganisation and other costs.

 

 

 

 

Strategy

 

While we expect our Ikiru People business to deliver organic growth in 2026,
at Group level we will be adopting a disciplined, M&A-driven model focused
on capital allocation as the primary driver of long-term shareholder value.

 

The focus will be on acquiring businesses that can operate with a high degree
of autonomy post-acquisition. This decentralised model enables management
teams to continue driving performance within their respective businesses,
while benefiting from the Group's financial resources, governance framework,
and strategic oversight. Integration risk is therefore minimised, and the
focus remains on preserving and enhancing the intrinsic value of each acquired
business. This will also be the Group's approach to our existing Ikiru People
business which, we believe, will be cash generative from H2 2026 onwards.

 

Central to this strategy is a disciplined approach to capital allocation. The
Group intends to reinvest the cash flows generated by both its existing
operations and acquired businesses into further acquisitions, creating a
compounding effect over time. By prioritising businesses with strong cash
conversion and resilient earnings profiles, the Group aims to build a
portfolio capable of sustaining this reinvestment cycle across market
conditions.

 

The Board believes that this model offers the potential to deliver attractive,
long-term returns to shareholders.

 

 

Future KPIs and Financial Performance

 

A new strategy requires new performance metrics. While these will evolve over
time, the Board expects key indicators of performance to include the
following. We've provided historical results to provide context.

 

                                 FY25     FY24     FY23    FY22
 cEBITDA ratio*                  7.8%     8.3%     6.3%    (1.0%)
 Recurring revenue growth %      (14.3%)  (12.4%)  (1.8%)  1.8%
 Business Quality Ratio (BQR)**  (6.5%)   (4.1%)   4.5%    0.8%

 

*               Segment EBITDA (Note 3) less capitalised
software development before exceptionals divided by total revenue

**            cEBITDA ratio + recurring revenue growth %

 

 

Thank you

 

As I look to concluding my tenure as Group CEO over the coming months, I would
like to express my sincere thanks to my colleagues across the Group for their
commitment, professionalism, and support. The last few years have been
challenging, and the entire team should be proud of the resilience they have
shown.

 

I would also like to thank our shareholders for their continued backing of the
Group. Our time as a public company has had both highs and lows, but I
appreciate the support I have received throughout my tenure. I'm excited by
the opportunity that I will be passing to my successor.

 

I look forward to continuing to support the business in my ongoing role and to
seeing the strategy translate into shareholder value in the periods ahead.

 

 

Financial Review

 

Summary

 

The Group maintained adjusted operating profitability for the third
consecutive year. Highlights included:

 

·    Post year end fundraise of £1.500m safeguards the Group's financial
future

·    CBIL loan due to be repaid June 2026, releases £0.300m pa to free
cashflow

·    Cash burn excluding fundraising improved 36% to (£0.256m) from
(£0.397m) in FY2024

·    Adjusted EBITDA margin increased slightly to 28.3% from 26.2% in
FY2024

 

Revenue

 

Group revenue decreased by 14% to £4.202m from £4.903m in FY2024.

 

 

 Revenue by type        FY 2025  FY 2024  % Change
                        £'000    £'000
 Recurring revenue      3,750    4,394    (14.7%)
 Non-recurring revenue  320      395      (19.0%)
 Third party revenue    132      114      15.8%
 Total revenue          4,202    4,903    (14.3%)
 Recurring revenue %    89%      90%      (0.4%)

 

Gross profit margin

 

The gross margin reduced marginally to 89.5% from 89.7% in FY2024. As the
business executes its new growth strategy via mergers and acquisitions, the
Board will review and replace the key KPIs with which it evaluates
performance. For the current Ikiru People operating unit itself, however, the
objective is to maintain similar levels of gross margin.

 

Adjusted EBITDA*

 

The adjusted EBITDA* decreased by 7% to £1.190m from £1.286m in FY2024 with
the EBITDA margin slightly higher at 28.3%, compared to 26.2% in FY2024. This
marks the fourth consecutive year of margin increase, with the margin more
than double the 13.2% adjusted EBITDA margin level achieved in FY2021.

 

 

 

 

 

* Refers to segment EBITDA in note 3

Operating profit/(loss) and profit/(loss) before tax

 

The operating position, before acquisition related, reorganisation and other
items (Adjusted operating profit) in a difficult market decreased 38% to stand
at £0.166m from £0.269m in FY2024.

 

Inclusive of acquisition related, reorganisation and other items, the Group
made an operating loss of (£0.188m) compared to an operating profit of
£0.165m in FY2024.

 

The loss before tax moved to (£0.343m) from a profit of £0.013m in FY2024, a
loss driven in large part by exceptional items of £0.300m. This led to a loss
after tax of (£0.298m) (FY2024: £0.040m), with the EPS moving to (1.46p)
from 0.2p

 

 

Taxation

 

The net tax credit for the year was £0.045m (FY2024: £0.027m).

 

 

Balance sheet

 

The Group's net assets decreased to £3.014m (FY2024: £3.315m).

 

Trade and other receivables decreased to £0.337m (FY2024: £0.430m). Trade
and other payables also decreased to £1.568m (FY2024: £1.712m).

 

 

R&D development

 

The Group capitalised £0.858m in development costs in the year (FY2024:
£0.881m) as the business continued its commitment to developing its products.
Amortisation of development costs was £0.989m (FY2024: £0.968m).

 

 

Financing

 

The Group continues to pay down its bank debt. Repayment of the Government
CBIL loan received in June 2020 will end this summer. This loan of £1.5m was
repayable over six years, with monthly repayments having commenced in July
2021.

 

As a result, bank loan borrowings at 31 December 2025 were £0.150m (FY2024:
£0.450m).

 

During the year, the Group raised £0.120m in the form of loan notes to a
related party. This lifts the level of loan notes outstanding to £0.820m
(FY2024: £0.700m).

 

In addition, post year end the Group issued new shares to the value of
£1.500m (FY2024: £0.060m) in a round of fundraising at a premium to the
share price at issue. As part of the transaction, the earliest redemption date
on £0.374m of loan notes was deferred for two years to June 2028. This issue
fundamentally improves the strength of the balance sheet.

 

 

 

Cashflow

 

Net cash from normalised operating activities increased 13% to £1.082m
(FY2024: £0.959m).

 

Net change in cash decreased to (£0.136m) (FY2024: (£0.37m)). Removing
fundraising, the operational comparison is more fairly reflected with a figure
of (£0.256m) (FY2024 (£0.397m)).

 

The Group finished the year with a utilisation of the bank facility (£0.211m)
(2024:  utilisation of the bank facility (£0.074m)).

 

 Summarised cashflow                                     FY 2025  FY 2024
                                                         £'000    £'000
 Adjusted net cash from normalised operating activities  1,082    959
 Investing activities - net                              (863)    (888)
 Financial activities - net (excl fundraising)           (475)    (468)
 Adjusted net change in cash and cash equivalents        (256)    (397)
 Fundraising                                             120      360
 Net change in cash and cash equivalents                 (136)    (37)
 Cash and cash equivalents at beginning of year          (74)     (19)
 Effect of foreign exchange rate changes                 (1)      (18)
 Cash and cash equivalents at 31(st) December            (211)    (74)

 

 

 

 

 

Jason Starr

Chief Executive Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

 

                                                                                       2025           2024
                                                                                 Note   £'000          £'000

 Revenue                                                                         5     4,202          4,903

 Cost of sales                                                                         (441)          (503)

 Gross profit                                                                          3,761          4,400

 Administrative expenses                                                               (4,022)        (4,235)
 Other income                                                                    6     73             -
 Operating profit                                                                4     (188)          165
 Adjusted operating profit before acquisition related, reorganisation and other  4     166            269
 items
 Acquisition related, reorganisation and other items                             4     (354)          (104)
 Operating (loss) / profit                                                             (188)          165

 Financial cost                                                                        (155)          (152)

 (Loss / Profit / before tax                                                           (343)          13

 Tax income                                                                      9     45             27

 (Loss) / Profit for the year                                                          (298)          40

 Other comprehensive (loss) / income(s)
 Items that will be reclassified subsequently to profit and loss:

 Currency translation differences                                                      (5)       (4)

 Total comprehensive (loss) / profit for the year                                      (303)          36

 

Earnings per share

 Basic    10     (1.46p)        0.20p
 Diluted  10           (1.46p)  0.20p

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

 

 

                                                              Share capital    Share    Merger      Convertible    Retained       Share options   Foreign exchange    Total

                                                                              premium   reserve     loan reserve   earnings
                                                              £'000            £'000     £'000      £'000           £'000          £'000          £'000              £'000
 Balance at 1 January 2024                                   983                1,631     365       14             100            57             67                  3,217
 Comprehensive income
 Profit for the year                                          -                -         -          -              40              -              -                  40

 Other comprehensive income
 Exchange differences on translation of overseas operations   -                -         -          -               -              -             (4)                 (4)
 Total comprehensive profit                                    -              -           -         -              40              -             (4)                 36

 Transactions with owners
 Share option charge                                          -                -         -          -              30             (28)            -                    2
 Share issue                                                 38               22        -           -              -              -              -                   60
 Total transactions with owners                               38              22         -          -              30             (28)            -                    62

 Balance at 31 December 2024                                 1,021              1,653     365       14             170            29             63                  3,315

 Comprehensive income
 Loss for the year                                            -                -         -          -              (298)           -              -                  (298)

 Other comprehensive income
 Exchange differences on translation of overseas operations   -                -         -          -               -              -             (5)                 (5)

 Total comprehensive loss                                      -              -           -         -              (298)           -             (5)                 (303)

 Transactions with owners
 Share option charge                                          -                -         -          -              4              (2)             -                    2

 Total transactions with owners                               -                -         -          -              4              (2)             -                    2

 Balance at 31 December 2025                                 1,021              1,653     365       14             (124)          27             58                  3,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

 

                                                     Group
                                              Notes  2025          2024
                                                      £'000         £'000
 ASSETS
 Non-current assets
 Goodwill                                            3,415         3,415
 Other intangible assets                             2,177         2,618
 Property, plant and equipment                       8             14
 Right of use assets                                 182           206
 Investments                                         -             -
 Total non-current assets                            5,782         6,253
 Current assets
 Trade and other receivables                         337           430
 Current tax receivable                              -             1
 Cash and cash equivalents                           -             -
 Total current assets                                337           431
 Total assets                                        6,119         6,684
 EQUITY AND LIABILITIES
 Equity attributable to owners of the parent
 Share capital                                       1,021         1,021
 Share premium                                       1,653         1,653
 Merger reserve                                      365           365
 Convertible loan reserve                            14            14
 Retained earnings                                   (124)         170
 Share option reserve                                27            29
 Foreign exchange reserve                            58            63
 Total equity                                        3,014         3,315
 Liabilities
 Non-current liabilities
 Trade and other payables                            153           148
 Lease liabilities                                   175           182
 Borrowings                                          795           850
 Deferred tax liability                              159           223
 Total non-current liabilities                       1,282         1,403
 Current liabilities
 Trade and other payables                            1,415         1,564
 Lease liabilities                                   15            28
 Borrowings                                          386           374
 Current tax payable                                 7             -
 Total current liabilities                           1,823         1,966
 Total liabilities                                   3,105         3,369
 Total liabilities and equity                        6,119         6,684

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

 

                                                          For the year ended 31 December 2025    For the year ended 31 December 2025    For the year ended 31 December 2024      For the year ended 31 December 2024
 Operating activities                                     £'000                                  £'000                                  £'000                                    £'000

 (Loss) / Profit before tax                               (343)                                                                         13
 Adjustment for:
 Financial cost                                           155                                                                           152
 Depreciation and amortisation                            1,077                                                                         1,131
 Share option expense                                     2                                                                             2
 Other income - RDEC credit                               (73)                                                                          -
 Intangible impairment                                    257                                                                           -
 Foreign exchange adjustments arising from operations     (4)                                                                           14
 Operating cash flows before movement in working capital  1,071                                                                         1,312

 Decrease in receivables                                  93                                                                            129
 Decrease in payables                                     (144)                                                                         (483)
 Taxation refunded                                        62                                                                            1
 Net cash generated from operating activities                                                    1,082                                                                           959

 Investing activities

 Purchases of property, plant and
 equipment                                                (5)                                                                           (8)
 Sale of fixed assets                                     -                                                                             1
 Investment in development costs                          (858)                                                                         (881)
 Net cash used in investing activities                                                           (863)                                                                           (888)

 Financing activities

 Interest paid                                            (155)                                                                         (152)
 Proceeds from loan notes                                 120                                                                           300
 Issue of shares                                          -                                                                             60
 Bank loan repayments made                                (300)                                                                         (300)
 Lease payments made                                      (20)                                                                          (16)
 Net cash used in from financing activities                                                      (355)                                                                           (108)
 Net decrease in cash and cash equivalents                                                       (136)                                                                           (37)
 Cash and cash equivalents at beginning of the year                                              (74)                                                                            (19)
 Effect of foreign exchange rate changes                                                         (1)                                                                             (18)
 Cash and cash equivalents at end of year                                                        (211)                                                                           (74)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

FOR THE YEAR ENDED 31 DECEMBER 2025

 

 

1.         Publication of non-statutory accounts

 

In accordance with section 435 of the Companies Act 2006, the Directors advise
that the financial information set out in this announcement does not
constitute the Group's statutory financial statements for the year ended 31
December 2025 or 2024, but is derived from these financial statements. The
financial statements for the year ended 31 December 2024 have been audited and
filed with the Registrar of Companies. The financial statements for the year
ended 31 December 2024 have been prepared in accordance with UK-adopted
international accounting standards, IFRIC Interpretations and the Companies
Act 2006. The financial statements for the year ended 31 December 2025 have
been audited and will be filed with the Registrar of Companies following the
Company's Annual General Meeting. The Independent Auditors Report on the
Group's statutory financial statements for the years ended 31 December 2025
and 2024 were unqualified and did not draw attention to any matters by way of
emphasis and did not contain statements under Section 498(2) or (3) of the
Companies Act 2006.

 

2.         Basis of preparation

 

The preliminary announcement is extracted from the consolidated financial
statements of the Group. The financial statements of the subsidiaries are
prepared for the same reporting date as the parent company. Consistent
accounting policies are applied for like transactions and events in similar
circumstances.

 

All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognised in assets
or liabilities are eliminated in full.

 

The Group's business activities and financial position, together with the
factors likely to affect its future development, performance and position, are
set out in the CEO's Review and Financial Review. Together with the financial
statements and notes which detail the results for the year, net current
liability position and cash flows for the year ended 31 December 2025. The
Group prepares 3 year budgets and cash flow forecasts to ensure that the Group
can meet its liabilities as they fall due.

 

The Group has experienced a decline in turnover over a number of with years
with a 14% drop in 2025 primarily as a result of the macro-economic
environment in the recruitment industry.

 

Entering 2026, the Board was in discussions and due diligence with an
interested party for a sizable equity investment. These talks subsequently led
to a successful equity raise of £1.5m in February 2026 (c£1.4m net of
costs). This round of fundraising fundamentally alters the financial position
of the Group and is included in the base case for going concern.

 

The Group meets its day to day working capital requirements through its cash
balance and overdraft. It has in place a £1.5m CBIL loan, secured in June
2020, repayable over 6 years with capital repayments commencing from July
2021. This loan will be fully repaid by June 2026, which will result in
additional cash flow of £300,000 per year from capital payments plus
associated interest before the repayment of any other debt.

 

There are three tranches of loan debt, £400,000 (£25,250 of which is still
classified as convertible): £300,000 (all convertible debt) and a further
loan note from a related party for £120,000. Apart from £25,250 which can be
redeemed on completion of the CBIL loan in June 2026, the earliest they can be
redeemed is summer 2028 with the £120,000 loan not due for redemption until
June 2029. The majority of the debt is with current and former Directors and a
related party all of whom remain supportive of the business.

 

To enhance the cash flow position, the Group has an overdraft facility to
February 2027 which enables it to access an additional £150,000. It is not
envisaged this will be needed.

 

The cash flow forecasts have been stress tested from the date of signing the
accounts reviewing assumptions around new business with an appropriate stress
test being applied. A extreme stress test was also prepared assuming no new
Talentis licences being purchased for the entirety of the going concern
period. This is obviously an unrealistic scenario, the fact that the result
still did not break cash limits does however show the financial resilience the
Group currently has.

 

As at the date of this report, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the 12 months from the date of signing of the
financial statements. For this reason, they continue to adopt the going
concern basis in preparing the financial statements.

 

3.         Accounting policies

 

This announcement has been prepared in accordance with the accounting policies
adopted in the last annual financial statements for the year to 31 December
2024.

 

4.         Reconciliation of adjusted profits to consolidated
statement of comprehensive income

 

 

                                                            Note  Adjusted profits  Acquisition related, reorganisation and other costs                Adjusted profits  Acquisition related, reorganisation and other costs
                                                                  2025               2025*                                               2025          2024               2024*                                               2024

                                                                  £'000             £'000                                                 £'000        £'000             £'000                                                 £'000

 Revenue                                                          4,202              -                                                     4,202       4,903              -                                                     4,903

 Cost of sales                                                    (441)              -                                                   (441)         (503)              -                                                   (503)

 Gross profit                                                       3,761           -                                                      3,761         4,400           -                                                      4,400

 Administrative expenses                                          (3,668)           (354)                                                (4,022)       (4,131)           (104)                                                (4,235)
 Other income                                                     73                -                                                    73            -                 -                                                    -
 Operating profit / (loss)                                        166               (354)                                                (188)         269               (104)                                                165

 Financial income                                                   -               -                                                      -             -               -                                                      -
 Financial cost                                                   (155)             -                                                    (155)         (152)             -                                                    (152)
 Profit / (loss) before tax                                       11                (354)                                                (343)         117               (104)                                                13

 Tax income                                                       31                14                                                   45            5                 22                                                   27
 (Loss)/profit for the year                                       42                (340)                                                (298)         122               (82)                                                 40
 Other comprehensive loss net of tax:
 Currency translation differences                                 (5)               -                                                    (5)           (4)               -                                                    (4)
 Total comprehensive (loss)/profit for the year net of tax        37                (340)                                                (303)         118               (82)                                                 36

 

Earnings per share

 

 Basic    10       0.21p      -   (1.46p)   0.61p  -  0.20p
 Diluted  10       0.21p      -   (1.46p)   0.61p  -  0.20p

*  See note 9

 

 

5.         Segment reporting

 

 Divisional segments                                   Ikiru People  Central  Total        Ikiru People  Central        Total
                                                       2025          2025     2025         2024          2024           2024
                                                       £'000         £'000    £'000        £'000         £'000          £'000
 Segment revenue                                       4,202         -        4,202        4,903         -              4,903
 Segment EBITDA                                        1,142         48       1,190        1,254         32             1,286
 Depreciation and amortisation expense                 (1,024)       -        (1,024)      (1,017)       -              (1,017)
 Segment result before reorganisation and other costs  118           48       166          237           32             269
 Reorganisation and other costs                        (300)         -        (300)        12            -              12
 Segment result                                        (182)         48       (134)        249           32             281
 Acquisition related amortisation                      -             (54)     (54)         -             (116)          (116)
 Operating (loss) / profit                             (182)         (6)      (188)        249           (84)           165
 Loan interest/ lease interest                         (25)          (130)    (155)        (24)          (128)          (152)
 (Loss) / profit before tax                                                   (343)                                     13
 Income tax income                                                            45                                        27
 (Loss) / profit for the year                                                 (298)                                     40

 Additions of non-current assets                       863                    863          1,113                   1,113

 

Revenue by business segment

 

The following table provides an analysis of the Group's revenue by product
area for the 12 months of the financial year.

 

                                         2025              2024
                                          £'000             £'000
 Recurring income                   3,750                       4,394
 Non-recurring income               320                         395
 Third party revenues               132                         114
                                    4,202              4,903

 

In the table above 'Recurring income' represents all income recognised over
time, whereas 'Non-recurring income' and 'Third party revenues' represent all
income recognised at a point in time.

 

Recurring income includes all support services, SaaS and hosting income and
revenue on perpetual licenses with mandatory support contracts deferred under
IFRS 15. Non-recurring income includes sales of new licenses which do not
require a support contract, and income derived from installing licences
including training, installation and data translation.  Third party revenues
arise from the sale of third party software.

It is not possible to allocate assets and additions between recurring,
non-recurring income and third party revenue. No customer represented more
than 10% of revenue of the Group in 2025 or 2024.

 

Revenue by business sector

 

The following table provides an analysis of the Group's revenue by market
sector.

 

                   2025     2024

                   £'000    £'000
 Contingent        2,913    3,187
 Executive search  1,289    1,716
                   4,202    4,903

 

 

6.         Other operating income

                 2025        2024
                  £'000       £'000

 RDEC Credit     73          -

 

 

 

7.         Geographical analysis

 

The following table provides an estimated of the Group's revenue by geographic
market based on the Customers' country.  This is provided for information
only as the Board does not review the performance of the business from a
geographical viewpoint.

 

Revenue

                        2025          2024
                         £'000         £'000
 UK                     3,312         3,750
 Europe                 349           464
 Americas               294           382
 Australia              141           131
 ROW                    106           176
                        4,202         4,903

 

All non-current assets are held in the UK, the total for 2025 is £5,782,000
(2024: £6,253,000)

 

 

 

8.         Acquisition related, reorganisation and other costs

                                                       2025          2024
                                                        £'000         £'000
 Included within administrative expenses:
 Reorganisation and other costs                        43            -
 Impairment of capitalised development                 257           -
 US government grant (Employee Retention Program)      -             (12)
 Amortisation of acquisition intangibles               54            116
                                                       354           104

 

Reorganisation and other costs include severance payments and loss of office
payments.

 

 9.        Tax income

                                                                                                                2025          2024
                                                                                                                 £'000         £'000
 Current tax                                                                                                    18            (1)
 Prior year adjustment - current tax                                                                            2             (5)
 Total current tax                                                                                              20            (6)

 Deferred tax                                                                                                   (43)          (9)
 Prior year adjustment - deferred tax                                                                           (8)           17
 Deferred tax rate change                                                                                       -             (7)
 Deferred tax re acquisition intangibles                                                                        (14)          (22)
 Total deferred tax                                                                                             (65)          (21)
 Tax (income) for the year                                                                                      (45)          (27)

 Factors affecting the tax credit for the year
 (Loss) / Profit before tax                                                                                     (343)         13
 UK rate of taxation                                                                                            25.0%         19.0%
 Profit / (Loss) before tax multiplied by the UK rate of taxation                                               (87)          3

 Effects of:
 Overseas tax rates                                                                                             1             9
 Impact of deferred tax not provided                                                                            21            18
 Enhanced R&D relief                                                                                            -             (72)
 RDEC Credit                                                                                                    18            -
 Disallowed expenses                                                                                            8             3
 Rate difference between CT rate and deferred tax rate                                                          -             (1)
 Rate difference between CT rate and rate of R&D repayment                                                      -             1
 Prior year adjustments                                                                                         (6)           12
 Tax (income)                                                                                                   (45)          (27)

 

10.       Earnings per share

 

                                                               2025                                2024
                                                               Using adjusted profit  2025         Using adjusted profit  2024

 Profit/(loss) attributable to ordinary shareholders (note 2)  £42,000                (£298,000)   £122,000               £40,000
 Weighted average number of shares                             20,418,021             20,418,021   19,922,119             19,922,119
 Basic (loss)/profit per share                                 0.21 p                 (1.46p)      0.61 p                 0.20 p
 Weighted average number of shares after dilution              20,418,021             20,418,021   19,922,119             19,922,119
 Fully diluted (loss)/profit per share                         0.21p                  (1.46 p)     0.61 p                 0.20 p

 

Reconciliation of basic to diluted average number of shares:

                                                                                                         2025                2024

 Weighted average number of shares (basic)                                                               20,418,021          19,922,119
 Effect of dilutive potential ordinary shares - employee share plans                                     -                   -
 Weighted average number of shares after dilution                                                        20,418,021          19,922,119

 

There are 502,728 (2024: 593,825) share options not included in the above
calculations, as they are underwater or have been forfeited.

 

The impact of the convertible loan notes in the period is not dilutive, as the
EPS of the convertible loan notes is greater than the basic EPS, and therefore
does not impact the calculation of the fully diluted earnings per share.

 

 

 

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