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REG - Gattaca PLC - Final results for the year ended 31 July 2025

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RNS Number : 4704E  Gattaca PLC  23 October 2025

23 October 2025

 

Gattaca plc

("Gattaca" or the "Group")

Final results for the year ended 31 July 2025

"Solid performance with underlying PBT at the upper end of guidance"

Gattaca plc, the specialist staffing business, announces its audited financial
results for the year ended 31 July 2025.

 

Financial Highlights

 

                                                        2025   2024   Variance

                                                        £m     £m
 Continuing operations
 Revenue                                                398.9  389.5  2%
 Net Fee Income (NFI)(1)                                38.8   40.1   -3%
 EBITDA                                                 3.6    2.6    38%
 Profit before tax - reported                           2.6    1.7    53%
 Profit before tax - underlying(2)                      3.3    2.9    14%
 Profit after tax                                       1.9    0.8    138%

 Profit/ (Loss) from discontinued operations after tax  0.3    (0.6)  n/a
 Group reported profit after tax                        2.2    0.2    1,000%

 Basic and diluted earnings per share                   7.0p   0.6p   1,067%
 Diluted earnings per share                             6.8p   0.6p   1,033%
 Basic underlying continuing earnings per share         7.8p   6.0p   30%
 Ordinary dividend per share                            3.0p   2.5p   20%
 Net cash                                               15.7   20.7   -24%

 

·      Group NFI of £38.8m, down 3% year on year ("YoY").

o  Infrastructure, our largest contributor to Group NFI (36%) grew by 5% with
particularly strong growth within Water sector.

o  Defence sector, 19% of Group NFI, reduced slightly by 1%, exiting the year
well with H2 up 14% YoY.

o  Energy sector, 16% of Group NFI, up 17% YoY reflecting strategic
investment into headcount.

o  Contract NFI down 2% YoY, pleasingly the Group saw a 3% increase in
contractors over the last six months to 31 July 2025 ("H2").

o  Permanent business remained subdued with NFI down 4% YoY reflecting the
ongoing challenging market.

o  Gattaca Projects Statement of Work ("SoW") business NFI contracted by 24%
YoY, due to anticipated key programme delays having grown 35% in FY24.

o  Contract vs SoW vs Perm split 75% / 6% / 19% of Group NFI (FY24: 74% / 7%
/ 19%).

·      Group continuing underlying profit before tax of £3.3m (FY24:
£2.9m) up 12% year on year, reflecting focus on costs and productivity while
top line growth is subdued.

·      Group net cash of £15.7m as at 31 July 2025 (31 July 2024:
£20.7m, 31 January 2025: £16.8m) reflecting a slight extension of the
working capital cycle coupled with cessation of the Group's non-recourse
invoice discounting facility.

·      Final dividend of 2.0 pence per share, increasing the full year
dividend by 20% to 3.0 pence per share (FY24: 2.5 pence per share).

 

 

Operational Highlights

 

Continued delivery and emphasis on developing the four Strategic Priorities as
the Group's focus remains on achieving sustained growth:

 

External Focus

·    Increased our scale and focus on key sectors.

·    New Matchtech brand and sales and marketing capability enabling us to
improve efficiency and effectiveness of go to market in our chosen sectors.

·    Delivered landmark Voice of the Workforce survey, gathering feedback
from over 3,000 contractors, to support clients understanding their temporary
workforce needs.

 

Culture

·      Winner of awards for culture and sustainability.

·      People engagement score remains solid at 8.4 in FY24 (FY24: 8.1)
and attrition has improved to 28% (FY24: 31%, and FY23: 33%).

 

Operational Performance

·    Direct actions resulted in increase in NFI per sales head by 7%, and
by 13% per total head YoY.

·    Further improving sales productivity through the use of AI,
automations and further leveraging our technology capability.

·    Integration of InfoSec acquisition progressing well with plan on
track to have migrated operations to Group platforms by the end of FY26 H1.

 

Cost Rebalancing

·     Aligned sector profitability to leadership reward

·     Continue to invest in our people and tools, including brand and
scaling Group capability in front line sales, whilst maintaining cost control.

 

 

Outlook

 

Market conditions remain challenging, with permanent hiring remaining subdued,
Gattaca sees growth potential in its chosen sectors having spent time
rationalising and strengthening the Group.

 

The Group strategy remains consistent, with emphasis on having the right
people and culture, complemented by bolt on acquisitions. Ongoing productivity
improvements and robust cost control will support growth, whilst providing us
the headroom to add further experienced people to the Group's sales teams.

 

The Board is optimistic about the prospects of the Group with an expectation
for the FY26 year ahead to achieve further growth in continuing underlying
profit before tax, in line with the current market consensus of £4m.

 

 

Matt Wragg, Chief Executive Officer of Gattaca, commented:

 

"We are pleased to report solid performance for FY25 with PBT reported at
upper end of guidance in a tough macroeconomic backdrop, delivered through
proactive management of market challenges whilst continuing to invest in
capability and people for sustainable growth.

 

We are now seeing tangible results from our strategy concentrating on markets
with strong potential, retaining and deepening customer relationships,
strengthening our capabilities, improving productivity, expanding our
contractor base, and realising the benefits of our strategic investments.

 

We are pleased with the start to FY26 and speed with which we are integrating
Infosec People into the Group."

 

 

 

 

The following footnotes apply, unless where otherwise indicated, throughout
these Final Results:

 

1.     NFI is equivalent to gross profit, being revenue less direct costs.

2.     Continuing underlying results exclude profit / (loss) before
taxation of discontinued operations (2025: £0.5m, 2024: £(0.6)m,
non-underlying items within administrative expenses relating to restructuring
costs (2025: £(0.3)m, 2024: £(0.5)m), and other items (2025: £(0.3)m, 2024:
£(0.6)m), amortisation of acquired intangibles (2025: £(0.0)m, 2024:
£(0.1)m, and net foreign exchange losses (2025: £(0.0)m, 2024: £(0.1)m
loss).

 

The information contained within this announcement is deemed by the Group to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 

For further information, please contact:

 

 Gattaca plc                                 +44 (0) 1489 898989
 Matthew Wragg, Chief Executive Officer

 Oliver Whittaker, Chief Financial Officer
 Panmure Liberum (Nomad and Broker)          +44 (0) 20 3100 2000
 Edward Mansfield

 Will King
 IFC Advisory (Financial PR and IR)          +44 (0) 203 934 6630

 Tim Metcalfe

 Graham Herring

 Florence Chandler

 

 

 

Chair's Statement

 

A year of progress for the Group

Overview

FY25 was a year of progress for the Group, as our leadership team successfully
managed the challenges of a difficult external environment.

In any business, financial performance is the outcome of selecting the right
markets, having the right people and culture, and putting processes in place
that allow people to perform at the highest level. Our strategy has given us a
clear focus on sectors with positive dynamics. As we move deeper into those
sectors, we create the conditions for further success by increasing our
understanding of each market and getting closer to the clients and individuals
who work in them. The Group's culture is also moving in the right direction.
In addition to high levels of engagement and retention, I am starting to see a
real sense of excitement and entrepreneurship among our teams. Meanwhile, the
ongoing simplification of the business and the investment in technology and
tools have contributed to our productivity and efficiency.

 

Performance and Returns to Shareholders

The Group's robust performance in FY25 means that we modestly exceeded our
expectations for continuing underlying profit before tax, which was up 12%
year on year. Most of our key metrics are improving, although there is still
further work to do to increase NFI per total head, the ratio of sales to
support staff and our conversion of fee income into profit, among others. As
Matt Wragg explains in his statement on the following pages, we are now
particularly focused on returning the Group to top line growth. This will give
us the broadest range of choices into the future, whether that is investing in
organic or inorganic growth or rewarding shareholders through dividends.

 

We were pleased to reintroduce the interim dividend this year, paying 1.0
pence per share in May 2025 (FY24: nil). The Board has proposed a final
dividend of 2.0 pence per share (FY24: 2.5 pence), to give a total in respect
of the year of 3.0 pence. This is consistent with our objective for the total
dividend to be approximately 50% of profits after tax. Subject to shareholder
approval, the final dividend will be paid on 12 December 2025 to shareholder
on the register at 31 October 2025.

 

The Board

Having refreshed and slimmed down the Board in FY24, there were no changes to
its composition in FY25. The Board has five members, with me as Independent
Non-Executive Chair, two Independent Non-Executive Directors and two Executive
Directors. This is an appropriate size and gives us a good mix of knowledge
and experience, so we can provide effective challenge and oversight.

 

Looking Ahead

The world of work is changing and Gattaca is well placed to benefit. While
people remain committed to doing a good job, they increasingly want to do so
on their own terms, both financially and through a work pattern that suits
them, their family and their employer. Increased employment costs also make it
inevitable that businesses will weigh up whether to recruit permanent
employees or utilise contractors, self-employed people or other models such as
statement of work.

Our markets give us good exposure to these dynamics and our growing contractor
base, statement of work offering and permanent recruitment capabilities mean
we can support clients and candidates with their chosen way of working.

With our leadership team having shown its ability to execute, the Group is now
firmly on the front foot. The strategy to date has delivered tangible results
and I am looking forward to further progress in the year ahead.

 

Richard Bradford
Independent Non-Executive Chair

 

 

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer's Statement

 

Positive momentum, a great team and a simpler business

 

Overview

Gattaca had a solid year in FY25, as we outperformed our peers in challenging
markets and continued to successfully implement our strategy. We have positive
momentum, a great team and a simpler business, which is making it easier for
us to succeed in the markets we are targeting. This gives us a strong platform
on which to build.

 

Performance

Our markets were generally very tough during the year, with high candidate
supply, low demand and a lack of client confidence, exacerbated by the
increase in employer National Insurance in the UK, our largest market. Clients
have therefore invested in technology rather than people, which has
particularly affected entry level roles.

 

Group underlying profit before tax increased by 12% to £3.3m (FY24: £2.9m),
which was above our expectations. This reflects our rigorous focus on costs
and productivity. Group continuing NFI was modestly lower at £38.8m (FY24:
£40.1m). We successfully grew the volume of our contractor book, although
lower utilisation during holiday periods reduced contract NFI by 2%. Permanent
NFI was 4% down, as the market stabilised at lower levels of demand.

 

We have invested significantly in our Energy team and we are reaping the
rewards, with 17% NFI growth this year and buoyant demand in our core
subsectors of nuclear, renewables and transmission and distribution. Defence
NFI was 1.5% lower due to a market slowdown whilst awaiting the outcome of the
UK's Strategic Defence Review; we have a strong position and good prospects,
as the UK and other European governments ramp up defence spending. Water was
the most active subsector in Infrastructure, with Rail and Highways both
subdued, while Mobility and Digital Technology were held back by the difficult
market environment.

 

Gattaca Projects' statement of work NFI was 24% lower against a very strong
FY24 comparative, as the Strategic Defence Review led to programme delays. The
business is in good shape and has a broader portfolio than 12 months ago,
including a new contract with a major Energy company. We are being proactive
to grow this service line, both organically and through bolt-on acquisitions.

 

The Group has a robust balance sheet, with net cash of £15.7m (31 July 2024:
£20.7m) after returning £1.1m of cash to shareholders through dividends in
the year. This will allow us to continue to grow our contractor book,
complement organic growth with carefully selected acquisitions, and reward
shareholders through dividends.

 

Strategy

Our results this year show the benefits of our previous strategic investments.
We made further strong progress with each element of our strategy during FY25.

 

External Focus

The simplification of our business has continued to bear fruit, as we focus on
providing a multi-service offering in markets where we are, or can become, a
leading player. This focus is allowing us to do more with the same customers.
We have really stepped up our engagement, building customer relationships at
strategic levels, and created highly professional marketing and business
development functions, which we expect to deliver tangible results in the
years ahead.

 

Since the end of the financial year, we have relaunched our branding to make
our business easier to talk about and understand. We know that Matchtech is a
formidable brand and that we have not maximised its value. Aggregating our
previously fragmented skills brands of Barclay Meade and Gattaca Solutions
into Matchtech will strengthen our market leadership, enable us to stand out
and increase trust and loyalty among clients and candidates, driving repeat
business. It will also help us to attract and retain the talented colleagues
we need and support scalable growth, by further simplifying our operations,
marketing and technology platforms. Ultimately, almost everything we do is
about skills - whether it is recruitment, providing solutions staff or
advisory services. Matchtech gives us a single skills brand that can be famous
for being great in these skills, in our chosen sectors. This also removes any
confusion with the SOW services of Gattaca Projects, allowing Gattaca Projects
to focus on outcome based services and our new skills acquisition InfoSec
People to bed in.

 

With the Group in good shape and having demonstrated that we can execute well,
we are confident that we can successfully integrate bolt-on acquisitions
without distracting from our organic growth. We will only buy businesses that
add to our service capability in the sectors we are already targeting, and
that share and reinforce our culture. In August 2025, we were delighted to
welcome our new colleagues from InfoSec People Limited, which provides cyber
and information security specialists to clients across a variety of sectors.
This capability has never been more relevant and the early signs are
promising. We expect the business to be fully integrated into our global
systems by H1 2026.

 

Culture

Our focus on developing a great culture is now well-embedded in the business,
as shown by our record people engagement score of 8.4 (FY24: 8.1) and our
strong retention, with attrition falling to 28% (FY24: 31%).

 

We have continued to recruit experienced consultants with deep market
knowledge in our sectors. Our aim is for people to join us for a career rather
than a job and we will remain highly selective as we add to our teams. Equally
importantly, our ongoing performance management has raised standards in our
sales teams and created space for people who are hungry and capable.

 

Operational Performance

Our operational performance continues to improve, with average NFI increasing
by 7% per sales head and by 13% per total head during the year. Over the last
three years, our NFI per head has risen by around 21%, and there is still
further to go.

 

The Group has great tooling and we added a series of AI products this year, to
improve both efficiency and the customer experience. There is more to come, as
we see opportunities to achieve material productivity shifts through small
amendments to our tech stack, helping us to be even more competitive.

 

Cost Rebalancing

Investment in our back-office systems has enabled a leaner support function,
contributing to the ratio of sales to support staff improving to 72:28 (FY24:
68:32). Our goal is for sales staff to make up more than 75% of our employees.
Underlying administrative costs reduced by 5% year on year as a result of
ongoing focus on cost discipline and consultant productivity.

 

Environmental, Social and Governance

Sustainability is hugely important and we are proudly committed to it. As a
people business we want to represent all people, while also doing our part for
the environment. Our approach has continued to mature and sustainability is
now thoroughly integrated into the business, with many ongoing activities. Our
Limitless in Tech programme for women is just one example. It has been
shortlisted for an industry award, recognising that it genuinely adds value
for the communities we serve, as well as for our business.

 

Outlook

Market conditions remain challenging, with permanent hiring remaining subdued.
Gattaca sees growth potential in its chosen sectors having spent time
rationalising and strengthening the Group. The Group strategy remains
consistent, with emphasis on having the right people and culture, complemented
by bolt on acquisitions. Ongoing productivity improvements and robust cost
control will support growth, whilst providing us the headroom to add further
experienced people to the Group's sales teams. The Board is optimistic about
the prospects of the Group with an expectation for the FY26 year ahead to
achieve further growth in continuing underlying profit before tax, in line
with the current market consensus of £4m.

 

 

Matt Wragg
Chief Executive Officer

 

 

 

 

 

Chief Financial Officer's Report

Delivering a stable performance

Highlights

·    Delivered continuing underlying profit before tax of £3.3m, up 12%
year on year

·    Improved operational productivity, average NFI per total head grew
13% year on year

·    Net cash of £15.7m (2024: £20.7m)

·    Ordinary final dividend of 2.0 pence proposed, bringing full year
dividend to 3.0 pence

·    Strategic acquisition completed in August 2025

 

Financial Performance

On a continuing basis, revenue of £398.9m (2024: £389.5m) generated NFI of
£38.8m (2024: £40.1m). We achieved contract and other NFI of £29.3m (2024:
£29.6m) at a margin of 7.7% (2024: 8.0%), and permanent recruitment fees of
£7.4m (2024: £7.7m). Statement of Work NFI of £2.1m (2024: £2.8m) is all
delivered though contract labour provision on long term projects where the
Group takes responsibility for assignment deliverables. In the year contract
NFI reflected 75% (2024: 74%) of Group NFI in the year as we consciously
shifted our focus to contract.

The greatest impact of the market conditions on NFI was seen in permanent
recruitment, which was down 4% on the prior year, driven by continuing
industry-wide client and candidate challenges.

Whilst total NFI reduced, our key performance metrics of NFI per total head
and NFI per sales head both increased, by 13% and 7% respectively, a result of
our efforts to improve productivity through our sales force, even in a
challenging labour market.

Underlying profit before tax from continuing operations was £3.3m (2024:
£2.9m). Statutory profit after tax for the total Group was £2.2m (2024:
£0.2m).

Net cash at 31 July 2025 was £15.7m (31 July 2024: £20.7m), a decrease of
£5.0m in net cash year-on-year. The Group terminated its non-recourse invoice
financing facility in February 2025, resulting in a financing outflow of
£2.1m; this change in financing structure, combined with dividend payments
and an increased employment tax burden, resulted in a reduction in operating
cash in the year. The optimisation of our working capital remains a key focus.

Administration expenses

Administration expenses for 2025 are £36.0m (2024: £37.9m), a reduction of
£1.9m. Total staff costs reduced by £1.1m, being a 3.8% fall year on year,
driven by a 14% drop in total average headcount offset by the rise in UK
employers NIC tax from April 2025. Establishment costs (excluding leasehold
depreciation) fell by £0.4m, as we saw the benefit of a full year of cost
reduction from the changes to our UK property portfolio. Net increase of
£0.7m in bad debt provisions year on year, offset £0.4m of savings on
non-recourse bank charges and £0.7m of other savings from careful cost
management across marketing, IT and administration expenditure.

Non-underlying costs and discontinued operations and non-underlying costs

Non-underlying costs from continuing business are presented in line with the
Group's accounting policy.

The below table reconciles continuing underlying profit before tax to reported
statutory profit before tax for the total Group:

 £'000                                                       Profit before tax
 Continuing underlying profit before tax                     3,279
 Restructuring costs in continuing business (1)              (313)
 Cost relating to ongoing closure of group undertakings (2)  (211)
 Costs relating to FY26 acquisition                          (93)
 Operating profit relating to discontinued operations        568
 Amortisation of acquired intangibles                        (46)
 Net foreign exchange losses                                 (121)
 Profit before tax for the total Group                       3,063

(1) Restructuring costs arose primarily from employee exit costs arising as a
result of targeted, small scale, team rationalisations.

(2) Costs associated with the ongoing closure of subsidiaries whose operations
were discontinued in prior periods, primarily Mexico, Malaysia, Singapore,
Qatar, Russia and Germany, are classified as continuing operations in the
current year and are reported within non-underlying items in line with the
Group's accounting policy. We will continue to incur costs associated with
discontinued legacy operations as the legal wind down of those entities
is concluded.

 

We continue to co-operate with the US Department of Justice and there have
been no matters in this regard during the year. Legal fees on this matter were
nil in the year (2024: nil). As shown in Note 28 to the Financial Statements,
the Group is not currently in a position to know what the outcome of these
enquiries may be and we are therefore unable to quantify the potential
financial impact, if any.

During the prior year the Group withdrew from its operations in the USA. The
operating profit from discontinued operations includes £0.1m of
non-underlying restructuring costs relating to the closed US operations, as
well as a £0.5m credit as a result of recovered trade receivables from a
customer in Africa that were written off between 2018 and 2020 through
discontinued operations.

Taxation

The Group's reported effective tax rate was 28.0% (2024: 82.6%), driven by a
reduction year on year in non-deductible expenses and non-taxable income.
Further detail is set out in Note 9 of the Financial Statements. The
continuing underlying effective tax rate 24.9% (2024: 35.2%), with the
reduction on the prior year due to the exit of loss making international
operations in the US.

Earnings per share

Basic earnings per share was 7.0 pence (2024: 0.6 pence), and on a fully
diluted basis was 6.8 pence (2024: 0.6 pence). Continuing underlying basic
earnings per share was 7.8 pence (2024: 6.0 pence).

Dividends

Our long-standing objective has been to achieve a through-the-cycle dividend
payout of approximately 50% of profits after tax. After paying an interim
dividend of 1.0 pence per share, the Board has proposed to pay a final
ordinary dividend of 2.0 pence per share (2024: 2.5 pence) taking the total
dividend paid to 3.0 pence per share (2024: 2.5 pence). The final dividend,
which amounts to approximately £0.6m, will be subject to shareholder approval
at the 2025 Annual General Meeting. It will be paid on 12 December 2025 to
shareholders on the register on 31October 2025.

Given the Groups sustained liquidity and recognising shareholder returns in
previous year, the Board remain committed to returning capital to
shareholders.

Net assets and shares in issue at 31 July 2025

The Group had net assets of £29.4m (2024: £28.3m) and had 31.5m (2024:
31.5m) fully paid ordinary shares in issue.

Group net cash at 31 July 2025 was £15.7m (31 July 2024: £20.7m), a decrease
of £5.0m in a year where the Group returned cash to shareholders of £1.1m
via dividends and used £0.3 for the purchase of shares for its Employee
Benefit Trusts. The average Group net cash balance throughout the year was
£12.8m (2024: £17.5m); excluding the non-recourse facility impact from both
period ends, the average Group net cash balance would have been £11.4m (2024
pro-forma: £11.1m).

We saw a marginal decrease in the Group's days sales outstanding (DSO) at 31
July 2025 to 42.5 days, 0.5 days below the prior year (31 July 2024: 43.0
days). Managing aged debt continues to be a focus area and debt aged over 30
days was kept low at only 3.3% (2024: 3.6%) of total trade receivables.
However, an increased demand from clients for longer payment terms combined
with the accounting impact of terminating the non-recourse invoice financing
facility, has increased DSO.  Trade receivables and accrued income balances,
net of expected credit loss allowances, have increased to £58.0m (31 July
2024: £51.1m) due to the effect of our annual pricing uplift and the return
of £2.1m of trade debtors to the balance sheet that were previously
declassified into our non-recourse invoice financing facility

As at 31 July 2025, the Group had an invoice financing working capital
facility of £50m.

In February 2025, the Group terminated the non-recourse element of its invoice
financing facility, moving to a full recourse facility. Under the terms of the
non-recourse facility, the trade receivables were assigned to and owned by
HSBC and so were derecognised from the Group's Statement of Financial
Position. In addition, the non-recourse working capital facility did not meet
the definition of loans and borrowings under IFRS. Once that facility was
terminated, any unpaid trade receivables held by HSBC were returned to Gattaca
and re-recognised in the Statement of Financial Position, and Gattaca returned
the cash loaned by HSBC in respect of those receivables, thus reducing the
Group net cash position and increasing the trade receivables balance. The
termination of the non-recourse element of the  invoice financing facility
generates process efficiencies and marginal cost savings, with reduced bank
charges offset by reduced investment interest income on the excess cash
balances it provided

At 31 July 2025, utilisation of the recourse facility was nil (31 July 2024:
nil), with unutilised facility headroom after restrictions of £33.8m (31 July
2024: £29.9m). Net bank interest received was £0.4m (2024: £0.7m) as a
result of the positive net cash balance maintained throughout the year.

Critical accounting policies

The statement of significant accounting policies is set out in Note 1 to the
Financial Statements.

Group financial risk management

The Board reviews and agrees policies for managing financial risks. The
Group's finance function is responsible for managing investment and funding
requirements including banking and cash flow monitoring. It seeks to ensure
that adequate liquidity exists at all times, to meet its cash requirements.
The Group's financial instruments comprise cash, borrowings and various items,
such as trade receivables and trade payables that arise from its operations.
The Group does not trade in financial instruments. The main risks arising from
the Group's financial instruments are described below.

Credit risk

The Group seeks to trade only with recognised, creditworthy third parties. In
the year, our loss allowance decreased by £0.2m to £1.4m, as a result of a
reduction in specific debt provisioning. There were no changes to the rate
used for general provisioning.

There are no significant concentrations of credit risk within the Group, with
no single debtor accounting for more than 6% (2024: 9%) of total receivables
balances at 31 July 2025.

Foreign currency risk

The Group generates 1.3% of its annualised NFI from continuing business in
international markets. The Group does face risks to both its reported
performance and cash position arising from the effects of exchange rate
fluctuations. The Group manages these risks by matching sales and direct costs
in the same currency and where appropriate entering into forward exchange
contracts to effect the same where sales and costs are not in the same
currency.

Acquisition

On 4 August 2025, the Group acquired the entire issued share capital of
InfoSec People Limited and its parent holding company. InfoSec People is a
specialist cyber security recruitment consultancy based in the UK. The total
consideration was £2.1 million, comprising an initial cash payment of £1.5
million and deferred consideration of up to £0.6 million, payable over the
next four years, subject to performance criteria being met by InfoSec. This
bolt-on complimentary acquisition significantly expands our capability in
cyber security and is an integral part of our inorganic growth plan over the
coming years.

Outlook

The Group delivered a robust performance in FY25 despite ongoing challenges in
the UK economy, wider macroeconomic headwinds and a challenging UK labour
market. Looking forward our focus is on generating NFI growth, and there are
early signs of positive momentum in the contractor base at the start of FY26.
Successfully integrating the acquisition of InfoSec People and strengthening
our experienced sales workforce will be key to increasing market share in our
core markets over the year ahead.

 

Oliver Whittaker

Chief Financial Officer

 

 

 

Consolidated Income Statement

For the year ended 31 July 2025

                                                                           Note  2025

                                                                                 £'000      2024

                                                                                            £'000
 Continuing operations
 Revenue                                                                   2     398,900    389,533
 Cost of sales                                                                   (360,100)  (349,454)
 Gross profit                                                              2     38,800     40,079
 Administrative expenses                                                         (36.614)   (38,999)
 Operating profit from continuing operations                               4     2,186      1,080
 Finance income                                                            6     526        784
 Finance cost                                                              7     (111)      (180)
 Profit before taxation                                                          2,601      1,684
 Taxation                                                                  9     (742)      (916)
 Profit for the year after taxation from continuing operations                   1,859      768

 Discontinued operations
 Profit/(loss) for the year from discontinued operations (attributable to  10    341        (582)
 equity holders of the Company)
 Profit for the year                                                             2,200      186

 

Profit for the year is wholly attributable to equity holders of the Company.
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 from presenting the parent company Income Statement.

 

 

 

 Total earnings per ordinary share  Note  2025    2024

                                          Pence   pence
 Basic earnings per share           11    7.0     0.6
 Diluted earnings per share         11    6.8     0.6

 

 Earnings per share from continuing operations  Note  2025

                                                      Pence   2024

                                                              pence
 Basic earnings per share                       11    5.9     2.4
 Diluted earnings per share                     11    5.7     2.4

 

 

 

 

Reconciliation to adjusted profit measure

Underlying profit is the Group's key adjusted profit measure; profit from
continuing operations is adjusted to exclude non-underlying income and
expenditure as defined in the Group's accounting policy, amortisation and
impairment of goodwill and acquired intangibles, impairment of leased
right-of-use assets and net foreign exchange gains or losses.

                                                                                Note  2025     2024

                                                                                      £'000    £'000
 Operating profit from continuing operations                                          2,186    1,080
 Add:
 Non-underlying items included within administrative expenses                   4     617      1,092
 Reversal of impairment of leased right-of-use assets                           4     -        (42)
 Amortisation of acquired intangible assets                                     4     46       69
 Depreciation of property, plant and equipment, leased right-of-use assets and  2     1,365    1,533
 amortisation of software and software licences
 Underlying EBITDA                                                                    4,214    3,732
 Less:
 Depreciation of property, plant and equipment, leased right-of-use assets and  2     (1,365)  (1,533)
 amortisation of software and software licences
 Net finance income excluding foreign exchange gains and losses                 2     430      719
 Underlying profit before taxation from continuing operations                         3,279    2,918
 Underlying taxation                                                                  (815)    (1,026)
 Underlying profit after taxation from continuing operations                          2,464    1,892

 

 Earnings per share from continuing underlying operations  Note  2025    2024

                                                                 Pence   pence
 Basic earnings per share                                  11    7.8     6.0
 Diluted earnings per share                                11    7.6     5.9

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 July 2025

                                                                                2024     2023

                                                                                £'000    £'000
 Profit for the year                                                            2,200    186
 Other comprehensive loss
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                      500      174
 Reclassification adjustment on disposal of foreign operations                  (533)    (713)
 Other comprehensive loss for the year                                          (33)     (539)
 Total comprehensive income/(loss) for the year attributable to equity holders  2,167    (353)
 of the parent

 

                          2025     2024

                          £'000    £'000
 Attributable to:
 Continuing operations    2,277    925
 Discontinued operations  (110)    (1,278)
                          2,167    (353)

 

 

 

Consolidated and Company Statements of Financial Position

As at 31 July 2025

                                      Group                       Company
                                Note  31 July 2025  31 July 2024  31 July 2025  Restated(1)

                                      £'000         £'000         £'000         31 July 2024

                                                                                £'000
 Non-current assets
 Goodwill                       12    1,712         1,712         -             -
 Intangible assets              13    35            120           -             -
 Property, plant and equipment  14    451           702           -             -
 Right-of-use assets            22    1,480         2.128         -             -
 Investments                    15    -             -             29,863        31,668
 Deferred tax assets            16    477           342           -             -
 Total non-current assets             4,155         5,004         29,863        31,668

 Current assets
 Trade and other receivables    17    59,742        53,016        215           -
 Corporation tax receivables          372           379           181           322
 Cash and cash equivalents            17,137        22,817        55            64
 Total current assets                 77,251        76,212        451           386

 Total assets                         81,406        81,216        30,314        32,054

 Non-current liabilities
 Deferred tax liabilities       16    -             (12)          -             -
 Provisions                     18    (354)         (396)         -             -
 Lease liabilities              22    (552)         (1,217)       -             -
 Total non-current liabilities        (906)         (1,625)       -             -

 Current liabilities
 Trade and other payables       19    (48,689)      (49,323)      (1,073)       (26)
 Provisions                     18    (610)         (425)         -             -
 Current tax liabilities              (970)         (686)         -             -
 Lease liabilities              22    (864)         (853)         -             -
 Total current liabilities            (51,133)      (51,287)      (1,073)       (26)

 Total liabilities                    (52,039)      (52,912)      (1,073)       (26)

 Net assets                           29,367        28,304        29,241        32,028

 Equity
 Share capital                  23    315           315           315           315
 Share premium                        8,706         8,706         8,706         8,706
 Capital redemption reserve           8             8             8             8
 Merger reserve                       224           224           -             -
 Share-based payment reserve          511           265           511           265
 Translation reserve                  124           157           -             -
 Treasury shares reserve        23    (1,279)       (601)         (1,279)       (965)
 Retained earnings                    20,758        19,230        20,980        23,699
 Total equity                         29,367        28,304        29,241        32,028

 

The amount of loss generated by the Parent Company was £1,662,000 for the
year ended 31 July 2025 (2024 restated(1):
£2,989,000).

 

The accompanying notes form part of these Financial Statements.

 

The Financial Statements were approved by the Board of Directors on 22 October
2025 and signed on its behalf
by

 

Oliver Whittaker

Chief Financial Officer

 

1     The FY2024 comparative figures have been restated to include the
Share Incentive Plan (SIP), following a reassessment of the accounting
treatment. Gattaca Plc is the sponsoring entity of the SIP, and the associated
Employee Benefit Trust (EBT) is considered an extension of the Company. As
such, the results and financial position of the SIP EBT have been consolidated
into the Company's Financial Statements.

 

        This treatment is consistent with the requirements of
applicable accounting standards and aligns with the approach taken for the
APEX EBT. The restatement ensures comparability and provides a more accurate
reflection of the Company's financial position.

 

 

 

Consolidated and Company Statements of Changes in Equity

For the year ended 31 July 2025

 

A)   Consolidated

                                                                              Share     Share     Capital      Merger    Share-based  Translation  Treasury  Retained   Total

                                                                              capital   premium   redemption   reserve   payment      reserve      shares    earnings   £'000

                                                                              £'000     £'000     reserve      £'000     reserve      £'000        reserve   £'000

                                                                                                  £'000                  £'000                     £'000
 At 1 August 2023                                                             319       8,706     4            224       334          696          (331)     20,865     30,817
 Profit for the year                                                          -         -         -            -         -            -            -         186        186
 Other comprehensive loss                                                     -         -         -            -         -            (539)        -         -          (539)
 Total comprehensive (loss)/income                                            -         -         -            -         -            (539)        -         186        (353)
 Share-based payments credit (Note 23)                                        -         -         -            -         201          -            -         -          201
 Share-based payments reserves transfer                                       -         -         -            -         (270)        -            -         201        (69)
 Deferred tax movement in respect of share options                            -         -         -            -         -            -            -         46         46
 Treasury shares issued to employees on exercise of LTIP share options (Note  -         -         -            -         -            -            69        -          69
 23)
 Purchase of treasury shares                                                  -         -         -            -         -            -            (339)     -          (339)
 Purchase and cancellation of own shares(1) (Note 23)                         (4)       -         4            -         -            -            -         (502)      (502)
 Dividends paid (Note 29)                                                     -         -         -            -         -            -            -         (1,566)    (1,566)
 Transactions with owners                                                     (4)       -         4            -         (69)         -            (270)     (1,821)    (2,160)

 At 31 July 2024                                                              315       8,706     8            224       265          157          (601)     19,230     28,304

 At 1 August 2024                                                             315       8,706     8            224       265          157          (601)     19,230     28,304
 Profit for the year                                                          -         -         -            -         -            -            -         2,200      2,200
 Other comprehensive loss                                                     -         -         -            -         -            (33)         -         -          (33)
 Total comprehensive (loss)/income                                            -         -         -            -         -            (33)         -         2,200      2,167
 Share-based payments charge (Note 23)                                        -         -         -            -         293          -            -         -          293
 Share-based payments reserves transfer                                       -         -         -            -         (47)         -            -         30         (17)
 Deferred tax movement in respect of share options                            -         -         -            -         -            -            -         21         21
 Treasury shares issued to employees on exercise of LTIP share options (Note  -         -         -            -         -            -            17        -          17
 23)
 Purchase of treasury shares                                                  -         -         -            -         -            -            (331)     -          (331)
 Reclassification of SIP shares (Note 23)                                     -         -         -            -         -            -            (364)     364        -
 Dividends paid in the year (Note 29)                                         -         -         -            -         -            -            -         (1,087)    (1,087)
 Transactions with owners                                                     -         -         -            -         246          -            (678)     (672)      (1,104)

 At 31 July 2025                                                              315       8,706     8            224       511          124          (1,279)   20,758     29,367

 

1      Gattaca plc undertook a public share buyback in the prior year,
and a capital redemption reserve was created as a result of the subsequent
cancellation of these shares, as discussed in Note 23.

 

B) Company (Restated(2))

                                                                              Share     Share premium  Capital redemption reserve  Share-based payment reserve  Treasury shares reserve  Retained earnings  Total

                                                                              capital   £'000          £'000                       £'000                        £'000                    £'000              £'000

                                                                              £'000
 At 1 August 2023 - as previously reported                                    319       8,706          4                           334                          (244)                    28,207             37,326
 Correction of prior period error(2)                                          -         -              -                           -                            (451)                    348                (103)
 At 1 August 2023 - as restated                                               319       8,706          4                           334                          (695)                    28,555             37,223
 Loss and total comprehensive loss for the year(2) (Note 8)                   -         -              -                           -                            -                        (2,989)            (2,989)
 Share-based payments charge (Note 23)                                        -         -              -                           201                          -                        -                  201
 Share-based payments reserves transfer                                       -         -              -                           (270)                        -                        201                (69)
 Treasury shares issued to employees on exercise of LTIP share options (Note  -         -              -                           -                            69                       -                  69
 23)
 Purchase of treasury shares                                                  -         -              -                           -                            (339)                    -                  (339)
 Purchase and cancellation of own shares(1) (Note 23)                         (4)       -              4                           -                            -                        (502)              (502)
 Dividends paid in the year (Note 29)                                         -         -              -                           -                            -                        (1,566)            (1,566)
 Transactions with owners                                                     (4)       -              4                           (69)                         (270)                    (1,867)            (2,206)

 At 31 July 2024                                                              315       8,706          8                           265                          (965)                    23,699             32,028

 At 1 August 2024                                                             315       8,706          8                           265                          (965)                    23,699             32,028
 Loss and total comprehensive loss for the year (Note 8)                      -         -              -                           -                            -                        (1,662)            (1,662)
 Share-based payments charge (Note 23)                                        -         -              -                           293                          -                        -                  293
 Share-based payments reserves transfer (net basis)                           -         -              -                           (47)                         -                        30                 (17)
 Treasury shares issued to employees on exercise of LTIP share options (Note  -         -              -                           -                            17                       -                  17
 23)
 Purchase of treasury shares                                                  -         -              -                           -                            (331)                    -                  (331)
 Dividends paid in the year (Note 29)                                         -         -              -                           -                            -                        (1,087)            (1,087)
 Transactions with owners                                                     -         -              -                           246                          (314)                    (1,057)            (1,125)

 At 31 July 2025                                                              315       8,706          8                           511                          (1,279)                  20,980             29,241

 

1      Gattaca plc undertook a public share buyback in the prior year,
and a capital redemption reserve was created as a result of the subsequent
cancellation of these shares, as discussed in Note 23.

2      The FY2024 comparative figures have been restated to include the
Share Incentive Plan (SIP), following a reassessment of the accounting
treatment. Gattaca Plc is the sponsoring entity of the SIP, and the associated
Employee Benefit Trust (EBT) is considered an extension of the Company. As
such, the results and financial position of the SIP EBT have been consolidated
into the Company's Financial Statements.

This treatment is consistent with the requirements of applicable accounting
standards and aligns with the approach taken for the APEX EBT. The restatement
ensures comparability and provides a more accurate reflection of the Company's
financial position.

 

Consolidated Cash Flow Statement

For the year ended 31 July 2025

                                                                                                          Group
                                                                               Note                       2025     2024

                                                                                                          £'000    £'000
 Cash flows from operating activities
 Profit for the year                                                                                      2,200    186
 Adjustments for:
 Depreciation of property, plant and equipment and amortisation of intangible  4                          382      588
 assets, software and software licences
 Depreciation of leased right-of-use assets                                    4                          1,029    1,030
 Loss on disposal of property, plant and equipment                             4                          -        24
 Reversal of impairment of right-of-use assets                                 4                          -        (42)
 Impairment of cash and cash equivalents                                                             4    -        408
 Interest income                                                               6                          (526)    (784)
 Interest costs                                                                                           120      65
 Taxation expense recognised in the Income Statement                           9                          863      880
 Increase in trade and other receivables                                                                  (6,769)  (940)
 (Decrease)/increase in trade and other payables                                                          (634)    2,428
 Increase/(decrease) in provisions                                             18                         159      (616)
 Share-based payment charge                                                    23                         293      201
 Foreign exchange losses/(gains)                                                                          91       (420)
 Cash (used in)/generated from operations                                                                 (2,792)  3,008

 Interest paid                                                                                            (28)     (2)
 Interest paid on lease liabilities                                            7                          (92)     (63)
 Interest received                                                             6                          526      784
 Income taxes received                                                                                    10       789
 Income taxes paid                                                                                        (737)    (1,117)
 Cash (used in)/generated from operating activities                                                       (3,113)  3,399

 Cash flows from investing activities
 Purchase of property, plant and equipment                                     14                         (46)     (162)
 Sublease rent receipts                                                                                   63       131
 Cash generated from/(used in) investing activities                                                       17       (31)

 Cash flows from financing activities
 Lease liability principal repayments                                          22                         (1,146)  (1,084)
 Purchase of treasury shares                                                                              (331)    (339)
 Purchase of own shares for cancellation                                                                  -        (502)
 Dividends paid                                                                29                         (1,087)  (1,566)
 Cash used in financing activities                                                                        (2,564)  (3,491)

 Non-cash movements
 Effects of exchange rates on cash and cash equivalents                                                   (20)     (27)
 Impairment of cash and cash equivalents                                       4                          -        (408)
 Total non-cash movements                                                      27                         (20)     (435)

 Decrease in cash and cash equivalents                                                                    (5,680)  (558)
 Cash and cash equivalents at the beginning of the year                                                   22,817   23,375
 Cash and cash equivalents at end of year(1)                                   27                         17,137   22,817

 

1      Cash and cash equivalents as at 31 July 2025 and 31 July 2024
includes restricted cash balances, for further details please refer to Note
27.

 

 

Net decrease in cash and cash equivalents from discontinued operations was
£373,000 (2024: £849,000).

 

 

 

Notes Forming Part of the Financial Statements

 

1      The Group and Company Material Accounting Policies

1.1     The Business of the Group

Gattaca plc (the Company) and its subsidiaries (together the Group) is a human
capital resources business providing contract and permanent recruitment
services in the private and public sectors across the UK, Europe and North
America regions. The Company is a public limited company, which is listed on
the Alternative Investment Market (AIM) and is incorporated and domiciled in
England, United Kingdom. The Company's address is 1450 Parkway, Solent
Business Park, Whiteley, Fareham, Hampshire, PO15 7AF. The registration number
is 04426322.

 

1.2     Basis of preparation of the Financial Statements

The consolidated Financial Statements of Gattaca plc have been prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. The Company's Financial Statements have been prepared
in accordance with Financial Reporting Standard 101 'Reduced Disclosure
Framework' and the Companies Act 2006.

 

As permitted by Section 408 of the Companies Act 2006, the Company's Income
Statement has not been presented. The Company, as permitted by FRS 101, has
taken advantage of the disclosure exemptions available under that standard in
relation to:

 

•    Cash Flow Statement and related notes;

•    Financial instruments;

•    Disclosures in respect of transactions with wholly owned
subsidiaries;

•    The effects of new but not yet effective IFRSs;

•    Disclosures in respect of the compensation of Key Management
Personnel; and

•    Disclosures of transactions with a management entity that provides
key management personnel services to the Company.

 

As the consolidated Financial Statements of Gattaca plc include the equivalent
disclosures, the Company has also taken the exemptions under FRS 101 available
in respect of the following disclosures:

 

•    IFRS 2 Share-Based Payments in respect of group settled share-based
payments; and

•    Certain disclosures required by IAS 36 Impairment of assets in
respect of the impairment of goodwill and indefinite life intangible assets.

 

These Financial Statements have been prepared under the historical cost
convention. The accounting policies have been applied consistently to all
years throughout both the Group and the Company for the purposes of
preparation of these Financial Statements. A summary of the principal
accounting policies of the Group is set out below.

 

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 1.22.

 

1.3     Going concern

The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
Report. The financial position of the Group, its cash flows and liquidity are
described in the Chief Financial Officer's Report.

 

At the year-end the Group reported a strong balance sheet with statutory net
cash of £15.7m (2024: £20.7m). The Group ensures the availability of working
capital through close management of customer payment terms. There is
sufficient headroom on our working capital facilities to absorb a level of
customer payment term extensions, but we would also manage supply to the
customer if payment within an appropriate period was not being made. Whilst
there is no evidence that it would occur, a significant deterioration in
average payment terms has the potential to impact the Group's liquidity.

 

The Directors have prepared detailed cash flow forecasts, covering a period of
at least 12 months from the date of approval of these Financial Statements.
The forecasts are prepared with appropriate regard for the current
macroeconomic headwinds and particular circumstances in which the Group
operates, including demand and candidate sentiment across the UK recruitment
sector and the economic outlook for STEM markets in the UK in which our
customers operate. The forecasts assume sustained growth in NFI and cost
rebalancing aligned with the Group's strategic priorities.

 

We continue to see permanent recruitment remaining subdued, in line with our
peers, and our focus remains on contractor growth, which takes longer to
reflect in NFI. As such we expect profitability will continue to be weighted
to second half of the year for FY26. Strong contract pipelines in our largest
five sectors underpin the Group's Net Fee Income expectations for FY26 and
beyond.

 

The output of the forecasting process has been used to perform sensitivity
analysis on the Group's cash flows to the potential effects should principal
risks actually occur. The sensitivity analysis modelled a severe but plausible
scenario including:

 

•    Reduced NFI growth of 2% per annum;

•    Increased operating costs by 1% per annum; and

•    Customer payment terms extended by five days.

 

The effects of commercial mitigating actions that the Directors would
implement in response to adverse changes in the Group's profitability and
liquidity were excluded.

 

Given the nature of the temporary and contract recruitment business,
significant working capital inflows typically arise in periods of severe
downturn, thus protecting short-term liquidity, as was the case during the
COVID-19 pandemic. The sensitised forecasts illustrate that the Group's
liquidity is resilient to adverse changes in profitability and customer
payment terms. The sensitised forecasts show a 64% reduction in net cash at 31
July 2026, to £5.6m.

 

A key assumption in preparing the cash flow forecasts is the continued
availability of the Group's invoice financing facility from HSBC throughout
the forecast period. The unutilised facility headroom at 31 July 2025 was
£33.8m (2024: £29.9m). The current £50m facility has no contractual renewal
date; the Directors remain confident that the facility will remain available.

 

After making appropriate enquiries and considering key judgements and
assumptions described above, the Directors have a reasonable expectation at
the time of approving these Financial Statements that the Group and the
Company have adequate resources to continue in operational existence for the
foreseeable future. Following careful consideration the Directors do not
consider there to be a material uncertainty with regards to going concern and
consider it is appropriate to adopt the going concern basis in preparing these
financial statements.

 

1.4     New standards and interpretations

The following are new standards or improvements to existing standards that are
mandatory for the first time in the Group's accounting period beginning on 1
August 2024 and no new standards have been early adopted. The Group's July
2025 consolidated Financial Statements have adopted these amendments to IFRS:

 

•    Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback
(effective 1 January 2024)

•    Amendments to IAS 1 - Non-current Liabilities with Covenants
(effective 1 January 2024)

•    Amendments to IAS 1 - Classification of Liabilities as Current or
Non-current (effective 1 January 2024)

•    Amendments to IAS 7 and IFRS 7 - Supplier Finance (effective 1
January 2024)

There have been no alterations made to the accounting policies as a result of
considering all of the amendments above that became effective in the year, as
these were either not material or were not relevant to the Group or Company.

 

New standards in issue, not yet adopted

The Group has not yet adopted certain new standards, amendments and
interpretations to existing standards, which have been published but which are
effective for the Group accounting periods beginning on or after 1 August
2025. These new pronouncements are listed as follows:

 

•    IAS 21 - Amendments to IAS 21 : The Effects of Changes in Foreign
Exchange Rates (effective 1 January 2025)

•    Amendments to IFRS 9 and IFRS 7: Classification and Measurement of
Financial Instruments (effective 1 January 2026)

•    Annual Improvements to IFRS Accounting Standards - Volume 11
(effective 1 January 2026)

•    IFRS 9 Financial Instruments and IFRS 7 Financial Instruments:
Disclosures (Amendment): Contracts Referencing Nature-dependent Electricity
(effective 1January 2026)

 

The Directors are currently evaluating the impact of the adoption of all other
standards, amendments and interpretations but do not expect them to have a
material impact on the Group's operations or results.

 

1.5     Basis of consolidation

Subsidiaries are 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 consolidated from
the date on which control is transferred to the Group. They are deconsolidated
from the date on which that control ceases. The results of all subsidiaries,
including those with non-coterminous reporting dates, are consolidated in line
with the Group's financial reporting period.

 

The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
value of the assets transferred, the liabilities incurred to the former owners
of the acquiree, and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangements. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the acquisition
date. The Group recognises any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognised amounts of
the acquiree's identifiable net assets. Acquisition-related costs are expensed
as incurred.

 

Intercompany transactions, balances and unrealised gains and losses on
transactions between Group companies are eliminated. Where necessary, amounts
reported by subsidiaries have been adjusted to conform to the Group's
accounting policies.

 

1.6     Revenue

Revenue is measured by reference to the fair value of consideration received
or receivable by the Group for services provided, excluding VAT and trade
discounts.

 

The Group is the principal for both its temporary and permanent placements and
as such presents its revenue gross, being the whole amount collected from its
customers, and then presents Net Fee Income as gross profit.

 

Contractual rebate arrangements in respect of volume and value of sales are
variable consideration reducing revenue and are estimated at the most likely
amount of consideration based on forecasts of customer activity informed by
historical experience.

 

Temporary placements

Revenue from temporary (contract) placements, which represents amounts billed
for the services of temporary workers including the salary costs of those
workers, is recognised over time in line with when the temporary worker
provides services, typically over a weekly or monthly timesheet period.
Customers are invoiced in arrears following receipt of an approved timesheet;
timing differences between the provision of services and invoicing are
recognised as accrued income. Customer credit terms are between 30 and 60
days.

 

The Group has assessed its use of third party providers to supply temporary
workers under the agent or principal criteria and has determined that it is
the principal because it retains primary responsibility for provision of the
services.

 

Permanent placements

Revenue from permanent placements on non-retained assignments, which is
typically based on a percentage of the candidate's remuneration package, is
recognised at a point in time when the candidate commences employment. For
retained assignments, revenue is recognised in line with completion of defined
stages of work. Customers are invoiced in arrears following commencement of
the candidate's employment; timing differences between the provision of
services and invoicing are recognised as accrued income. Customer credit terms
are between 30 and 60 days.

 

Some permanent placements are subject to a claw-back period whereby if a
candidate leaves within a defined period of starting employment, the customer
is entitled to a rebate subject to the Group's terms and conditions.
Provisions as a reduction to revenue are recognised for such arrangements if
considered probable.

 

Revenue cut-off: temporary and permanent placements

Revenue is recognised in the financial year to which it relates, to the extent
that the Group has, within two months of the year-end date, received
confirmation that the contractual performance obligation has been satisfied;
either through receipt of a client-approved timesheet or confirmation of
commencement of employment (for permanent placements).

 

Statement of work

Revenue from statement of work packages includes the provision of engineering
management services, where the customer benefits from the services provided as
the Group performs those services, is recognised over time. Progress against
long-term contractual performance obligations is estimated using an input
method, by reference to the proportion of costs incurred to date compared with
total expected costs for the contract. This is considered to best reflect the
benefit the customer receives from the Group's performance.

 

Other

Other fees mainly relate to the management of our recruitment process
outsourcing services. Revenue from other fees is recognised either at a point
in time if we have agreed a fee per placement or over time if we have agreed a
fee for managing the recruitment process during

a certain period.

 

1.7     Non-underlying items

Non-underlying items are income or expenditure that are considered unusual or
separate to underlying trading results because of their size, nature or
incidence and are presented within the Consolidated Income Statement but
highlighted through separate disclosure. The Directors consider that these
items should be separately identified within the Income Statement to enable a
proper understanding of the Group's business performance.

 

Items which are included within this category include but are not limited to:

 

•    restructuring costs, including related professional fees and staff
costs, and costs relating to disposal and closure of discontinued business;

•    costs of acquisitions;

•    lease exit costs; and

•    integration costs following acquisitions.

 

In addition, the Group also excludes from underlying results amortisation of
acquired intangibles, impairments (excluding expected credit loss allowances
for trade receivables and accrued income) and net foreign exchange gains or
losses.

 

Specific adjusting items are included as non-underlying based on the following
rationale:

 Item                                             Distorting due to irregular nature year on year  Distorting due to fluctuating nature (size)  Does not reflect in-year operational performance of continuing business
 Restructuring costs                              √                                                √                                            √
 Lease exit costs                                 √                                                √                                            √
 Amortisation of acquired intangibles                                                                                                           √
 Impairment of goodwill and acquired intangibles  √                                                √                                            √
 Impairment of right-of-use leased assets         √                                                √                                            √
 Impairment of cash and cash equivalents          √                                                √                                            √
 Net foreign exchange gains and losses                                                             √                                            √
 Tax impact of the above                          √                                                √                                            √

 

1.8     Property, plant and equipment

Property, plant and equipment is stated at cost, net of depreciation and any
provision for impairment.

 

Depreciation is calculated so as to write off the cost of an asset, less its
estimated residual value, over the useful economic life of that asset in terms
of annual depreciation as follows:

 

 Fixtures, fittings and equipment  12.5% to 33.3%                     Straight-line
 Leasehold improvements            Over the period of the lease term  Straight-line

 

The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.

 

An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.

 

1.9     Goodwill

Goodwill arising on business combinations represents the excess of the fair
value of the consideration given for a business over the Company's interest in
the fair value of the net identifiable assets, liabilities and contingent
liabilities of the acquiree. Goodwill is stated at cost less accumulated
impairments.

 

Goodwill impairment reviews are undertaken annually, or more frequently if
events or changes in circumstances indicate a potential impairment. Goodwill
is allocated to cash-generating units (CGUs), being the lowest level at which
goodwill is monitored. The carrying value of the assets of the CGU, including
goodwill, intangible and tangible assets, leased right-of-use assets and
working capital balances, is compared to its recoverable amount, which is the
higher of value in use and fair value less costs to sell. Any excess in
carrying value over recoverable amount is recognised immediately as an
impairment expense and is not subsequently reversed. Gains and losses on the
disposal of a business are reported net of the carrying amount of any
corresponding goodwill.

 

1.10   Intangible assets

Customer relationships

Customer relationships comprise principally of existing customer relationships
which may give rise to future orders, and existing order books. They are
recognised at fair value at the acquisition date and subsequently measured at
cost less accumulated amortisation and impairment. Customer relationships are
determined to have a useful life of ten years and are amortised on a
straight-line basis. The remaining amortisation period of customer
relationships is one year.

 

Trade names and trademarks

Trade names and trademarks, acquired as part of a businesses or separately
purchased, are initially recognised at fair value at the acquisition date and
subsequently measured at cost less accumulated amortisation and impairment.
Trade names and trademarks are determined to have a useful life of ten years
and are amortised on a straight-line basis. Trade names and trademarks have
been fully amortised in the current year.

 

Software and software licences

Acquired computer software licences are capitalised on the basis of the costs
incurred to acquire and bring into use the specific software. Software and
software licences are determined to have a useful life of between two and five
years and are amortised on a straight-line basis. Subsequent licence renewals
are expensed to profit or loss as incurred.

 

Costs incurred for the development of software code that enhances or modifies,
or creates additional capability to existing on premise systems and meets the
definition of and recognition criteria for an intangible asset are recognised
as intangible software assets and amortised over

a useful life of between two and ten years. The remaining amortisation period
of software and software licences is between one and eight years.

 

Software-as-a-Service arrangements

Software-as-a-Service (SaaS) arrangements are service contracts providing the
Group with the right to access the cloud provider's application software over
the contract period. In most cases, these will not meet the definition of an
intangible asset under IAS 38. Implementation costs relating to cloud-based
software under SaaS arrangements are either recognised as an intangible asset
under IAS 38 if they meet the relevant capitalisation criteria or, more
likely, are expensed to the Income Statement; as incurred, where
implementation services are distinct from access to the software, or otherwise
recognised as an expense over the period of the service contract.

 

Other

Other intangible assets acquired by the Group have a finite useful life
between five and ten years and are measured at cost less accumulated
amortisation and impairment losses. Other intangibles have been fully
amortised.

 

Intangible assets are tested for impairment either as part of a
goodwill-carrying cash-generated unit, or when events arise that indicate an
impairment may be triggered. An impairment loss is recognised for the amount
by which the carrying value of intangible assets exceeds the recoverable
amount. The recoverable amount is the higher of the assets' fair value less
costs of disposal and value in use.

 

Amortisation of intangible assets and impairment losses are recognised in the
Income Statement within administrative expenses.

 

1.11   Investments

Investments in subsidiary undertakings are initially recognised at cost and
subsequently carried at cost less accumulated impairment.

 

Investments are tested for impairment at the reporting date if events arise
that indicate an impairment may be triggered. An impairment loss is recognised
for the amount by which the carrying amount of the investment exceeds its
recoverable amount. The recoverable amount is the higher of fair value less
costs of disposal and value in use. Impairment losses on investments are
recognised in the Income Statement in administrative expenses.

 

1.12   Leases

The Group leases office property, motor vehicles and equipment. Rental
contracts typically range from monthly to five years.

 

At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.

 

Assets and liabilities arising from a lease are initially measured at present
value at the lease commencement date. Lease liabilities include the net
present value of the fixed payments less any lease incentives receivable,
variable lease payments that are based on an index or a rate, amounts expected
to be payable by the Group under residual value guarantees, the exercise price
of any purchase option if the Group is reasonably certain to exercise that
option, and payments of penalties for terminating the lease if that option is
expected to be taken. Lease payments to be made under reasonably certain
extension options are also included in the measurement of the liability.

 

Lease payments are discounted at either the interest rate implicit in the
lease or when this interest rate cannot be readily determined, the Group's
incremental borrowing rate is associated with a similar asset. When
calculating lease liabilities, the Group uses its incremental borrowing rate,
being the rate it would have to pay to borrow the funds necessary to obtain an
asset of similar value in a similar economic climate with similar terms,
security and conditions. This is estimated using publicly available data
adjusted for changes specific to the lease in financing conditions, lease
term, country and currency.

 

The Group does not have leases with variable lease payments based on an index
or rate.

 

Extension or termination options are included in a number of the Group's
leases. In determining the lease term, the Group considers all facts and
circumstances that create an economic incentive to exercise, or not to
exercise, an option. Extension options are only included in the lease term if
the lease is reasonably certain to be extended. The lease term is reassessed
if an option is actually exercised or the Group becomes obliged to exercise
(or not to exercise) it. The assessment of reasonable certainty is only
revised if a significant event or a significant change in circumstances occurs
that is within the control of the Group.

 

Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.

 

Right-of-use assets are measured at cost comprising the following:

 

•    the amount of the initial measurement of lease liability;

•    any lease payments made at or before the commencement date less any
lease incentives received;

•    any initial direct costs; and

•    restoration costs.

 

Right-of-use assets are depreciated on a straight-line basis over the term of
the lease with depreciation expense recognised in the Income Statement.

 

Right-of-use assets are tested for impairment either as part of a
goodwill-carrying cash-generated unit, or when events arise that indicate an
impairment may be triggered. An impairment loss is recognised for the amount
by which the carrying value of right-of-use assets exceeds the recoverable
amount. The recoverable amount is the higher of the asset's fair value less
costs of disposal and value in use. Impairment losses on right-of-use assets
are recognised in the Income Statement in administrative expenses.

 

Lease modifications are a change in scope of a lease that was not part of the
original lease. Any change that is triggered by a clause already part of the
original lease contract is a reassessment and not a modification. Changes to
lease cash flows as part of a reassessment may result in a remeasurement of
the lease liability using an updated discount rate where required by the
standard.

 

Advantage has been taken of the practical expedients for exemptions provided
for leases with less than 12 months to run, for leases of low value assets,
and to account for leases with similar characteristics as a portfolio with a
single discount rate. Payments associated with short-term leases and leases of
low value are recognised on a straight-line basis as an expense in profit or
loss.

 

Sublease of office space at certain of the Group's leased properties is
accounted for in accordance with IFRS 16; the right-of-use asset relating to
the head lease is derecognised to the extent that control of the asset (or a
proportion thereof) is transferred to the sublessee, and the net investment in
the sublease is recognised as a net finance lease receivable. The lease
liability relating to the head lease, representing future lease payments due
to the head lessor, is unaffected by the sublease arrangement.

 

1.13   Taxation

The tax expense for the year comprises current and deferred tax. Tax is
recognised in the Income Statement, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.

 

The current tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the reporting date in the countries where the Company
and its subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions, where appropriate, on the basis of amounts expected to
be paid to the tax authorities.

 

Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on
the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit.

 

Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
reporting date.

 

Deferred tax on temporary differences associated with shares in subsidiaries
is not provided for if these temporary differences can be controlled by the
Group and it is probable that reversal will not occur in the foreseeable
future.

 

Deferred tax assets and liabilities are offset only where there is a legally
enforceable right to the offset and there is an intention to settle balances
on a net basis.

 

Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the Income Statement, except where they relate to items that
are charged or credited directly to equity (such as share-based payments) in
which case the related deferred tax is also charged or credited directly to
equity.

 

1.14   Pension costs

The Group operates a number of country-specific defined contribution plans for
its employees. A defined contribution plan is a pension plan under which the
Group pays fixed contributions into a separate entity. Once the contributions
have been paid the Group has no further payment obligations. The contributions
are recognised as an expense when they are due. Amounts not paid are shown in
other creditors in the Statement of Financial Position. The assets of the plan
are held separately from the Group in independently administered funds.

 

1.15   Share-based payments

All share-based remuneration is ultimately recognised as an expense in the
Income Statement with a corresponding credit to the share-based payment
reserve. All goods and services received in exchange for the grant of any
share-based remuneration are measured at their fair values. Fair values of
employee services are indirectly determined by reference to the fair value of
the share options awarded. Their value is appraised at the grant date and
excludes the impact of non-market vesting conditions (for example,
profitability and sales growth targets).

 

If vesting periods or other non-market vesting conditions apply, the expense
is allocated over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any
expense recognised in prior periods if share options ultimately exercised are
different to that estimated on vesting. Upon exercise of share options,
proceeds received net of attributable transaction costs are credited to share
capital and share premium.

 

The Company is the granting and settling entity in the Group share-based
payment arrangement where share options are granted to employees of its
subsidiary companies. The Company recognises the share-based payment expense
as an increase in the investment in subsidiary undertakings.

 

The Group operates a Long-Term Incentive Plan (LTIP) share options scheme for
Executive Directors and senior management. Options have exercise prices at or
above £0.01. Grants have been made as part of a CSOP scheme, depending on the
terms of specific grants.

 

The Group also operates a Share Incentive Plan (SIP), the Gattaca plc Share
Incentive Plan (The Plan), which is approved by HMRC. The Plan is held by
Gattaca plc UK Employee Benefit Trust (the SIP EBT), the purpose of which is
to enable employees to purchase Company shares out of pre-tax salary. For each
share purchased the Group grants an additional share at no cost to the
employee. The expense in relation to these 'matched' shares is recorded as
employee remuneration and measured at fair value of the shares issued as at
the date of grant. The assets and liabilities of the SIP EBT are included in
the Consolidated Statement of Financial Position.

 

1.16   Financial instruments

Financial assets

IFRS 9 contains a classification and measurement approach for financial assets
that reflects the business model in which assets are managed and their cash
flow characteristics. Under IFRS 9, all financial assets are measured at
either amortised cost, fair value through profit and loss (FVTPL) or fair
value through other comprehensive income (FVOCI).

 

Financial assets: debt instruments

The Group's debt instruments are initially recognised at fair value, including
transaction costs that are directly attributable to their acquisition of
issue, and are subsequently measured at amortised cost.

 

Interest income from these financial assets is included in finance income
using the effective interest rate method. Any gain or loss arising on
derecognition is recognised directly in profit or loss and presented in other
gains/(losses), together with foreign exchange gains and losses.

 

 

Impairment of financial assets

IFRS 9 requires the application of the Expected Credit Loss model (ECL). This
applies to all financial assets except equity investments.

 

The Group assesses on a forward-looking basis the expected credit losses
associated with its debt instruments.

 

The Group has reviewed each category of its financial assets to assess the
level of credit risk and ECL allowance to apply:

 

•    Trade receivables: the Group has chosen to take advantage of the
practical expedient in IFRS 9 when assessing default rates over its portfolio
of trade receivables, to estimate the ECL allowance based on historical
default rates specific to groups of customers by industry and geography that
carry similar credit risks.

•    Accrued income is in respect of temporary placements where a
candidate has provided services or permanent placements where a candidate has
commenced employment, but no invoice has been raised. Default rates have been
determined by reference to historical data.

•    Cash and cash equivalents are held with established financial
institutions. The Group has determined that based on the external credit
ratings of counterparties, this financial asset has a very low credit risk and
that the estimated expected credit loss allowance is not material. During
FY24, the Group impaired its cash on deposit in Russia due to the increased
credit risk associated with the financial and regulatory sanctions imposed on
and by Russia.

 

The Company assesses credit risk and ECL allowance over amounts due from Group
undertakings in the context of subsidiary trading results and net assets. At
each reporting date, the ECL allowance is reviewed to reflect changes in
credit risk and historical default rates and other economic factors. A
customer is considered to be in default when there is evidence of significant
financial difficulty, non-payment beyond agreed terms or insolvency. Changes
in the ECL allowance are recognised in the Income Statement within
administrative expenses.

Financial liabilities

Financial liabilities are obligations to pay cash or other financial assets
and are recognised when the Group becomes a party to the contractual
provisions of the instrument and comprise trade and other payables and bank
borrowings. Financial liabilities are recorded initially at fair value, net of
direct issue costs and are subsequently measured at amortised cost using the
effective interest rate method.

 

A financial liability is derecognised only when the obligation is
extinguished, that is, when the obligation is discharged, cancelled or
expires.

 

Non-recourse receivables factoring is not recognised as a financial liability
as there is no contractual obligation to deliver cash; subsequently, the
receivables are de-recognised and any difference between the receivable value
and amount received through non-recourse factoring

is recognised as a finance cost.

 

1.17   Cash and cash equivalents

In the Consolidated Cash Flow Statement, cash and cash equivalents include
cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and bank
overdrafts. In the Statement of Financial Position and Cash Flow Statement,
bank overdrafts are netted against cash and cash equivalents where the
offsetting criteria are met.

 

Cash in transit inbound from, or outbound to, a third party is recognised when
the transaction is no longer reversible by the party making the payment. This
is determined to be in respect of all electronic payments and receipt
transactions that commence before or on the reporting date and complete within
one business day after the reporting date.

 

Restricted cash and cash equivalent balances are those which meet the
definition of cash and cash equivalents but are not available for wider use by
the Group. These balances arise from the Group's non-recourse working capital
arrangements as well as from balances for which the Group cannot access the
accounts and hence cannot withdraw funds but is still the legal owner.

 

1.18   Provisions

Provisions are recognised where the Group has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of
resources will be required to settle the obligation; and the amount has been
reliably estimated. Provisions are not recognised for future operating losses.

 

1.19   Dividends

Dividend distributions payable to equity shareholders are included in 'other
short term financial liabilities' when the dividends are approved in a general
meeting prior to the reporting date.

 

1.20   Foreign currencies

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which each
entity operates (the functional currency). The consolidated financial
statements are presented in Pounds Sterling (£GBP), which is the Group's
presentation currency.

 

Transactions in foreign currencies are translated at the exchange rate ruling
at the date of the transaction. Monetary assets and liabilities in foreign
currencies are translated at the rates of exchange ruling at the reporting
date. Non-monetary items that are measured at historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction.
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Income and expenses are translated at the actual rate.

 

Any exchange differences arising on the settlement of monetary items or on
translating monetary items at rates different from those at which they were
initially recorded are recognised in the Income Statement in the year in which
they arise.

 

The assets and liabilities in the Financial Statements of foreign subsidiaries
are translated at the rate of exchange ruling at the reporting date.

 

The individual financial statements of each Group company are presented in its
functional currency. On consolidation, the assets and liabilities of overseas
subsidiaries, including any related goodwill, are translated to Sterling at
the rate of exchange at the reporting date. The results and cash flows of
overseas subsidiaries are translated to Sterling using the average rates of
exchange during the period. Exchange adjustments arising from retranslation of
the opening net investment and the results for the period to the period end
rate are accounted for in the translation reserve in the statement of
Comprehensive Income. On divestment, these exchange differences are
reclassified from the translation reserve to the Income Statement.

 

1.21   Equity

Equity comprises the following:

 

•    Share capital represents the nominal value of equity shares.

•    Share premium represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issue.

•    Capital redemption reserve represents the nominal value of equity
shares that have been cancelled and are no longer in issue.

•    Merger reserve represents the equity balance arising on the merger
of Matchtech Engineering and Matchmaker Personnel, less any amounts
subsequently realised and reclassified to distributable reserves.

•    Share-based payment reserve represents equity-settled share-based
employee remuneration until such share options are exercised or lapse.

•    Translation reserve represents the foreign currency differences
arising on translating foreign operations into the presentational currency of
the Group.

•    Treasury shares reserve represents Company shares purchased directly
by the Group to satisfy obligations under the employee share plans.

•    Retained earnings represents retained profits.

 

1.22   Critical accounting judgements and key sources of estimation
uncertainty

Preparation of the Consolidated Financial Statements requires judgement,
estimations and assumptions to be made in conformity with IFRS requirements.
Estimates and judgements are continually evaluated. They are based on
historical experience and other factors, including expectations of future
events that may have a financial impact on the Group and that are believed to
be reasonable under the circumstances.

 

The Directors have considered the impact of climate change on the Group and
have concluded that there is no material impact on financial reporting
judgements and estimates, the long-term viability of the Group, and carrying
value of goodwill, other intangibles or property and plant and equipment.
Whilst the Directors have concluded that there is no material impact of
climate change on the financial reporting judgements and estimates for the
current year, the Group will continue to monitor these risks and their
potential impacts in the future.

 

Critical accounting judgements

The Directors have concluded that there are no critical accounting judgements
that carry a risk of causing a material adjustment within the next 12 months
are discussed below:

 

 

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation
uncertainty at the reporting date that carry a risk of causing a material
adjustment within the next 12 months are discussed below:

 

Estimating Expected Credit Loss (ECL) allowances in respect of trade
receivables, accrued income and cash and cash equivalents

 

Trade receivables and accrued income

The Group's policy for default risk over receivables is based on the ongoing
evaluation of the credit risk of its trade receivables. Estimation is used in
assessing the ultimate realisation of these receivables, including reviewing
the potential likelihood of default, the past collection history of each
category of customers, any insurance coverage in place and the current and
future economic conditions. As a result, an ECL allowance for impairment of
trade receivables and accrued income has been recognised, as discussed in Note
17.

 

The Group has performed sensitivity analysis over its general expected loss
allowances rates as a key accounting estimate. As at 31 July 2025, a 50 basis
points increase in the general expected loss allowances rates applied by the
Group would result in a charge to the Income Statement for impairment losses
of £211,000 for trade receivables and £85,000 for accrued income.

 

Cash and cash equivalents

During the year, the Group impaired its cash on deposit in Russia due to the
increased credit risk associated with the financial and regulatory sanctions
imposed on and by Russia. The carrying amount of the Group's cash and cash
equivalents in Russia as at 31 July 2025 was £nil (2024: £nil).

 

Estimating recoverable amount of goodwill

In assessing impairment, management estimates the recoverable amount of each
asset or cash generating unit based on expected future cash flows and uses an
interest rate to discount them. Estimation uncertainty relates to assumptions
about future operating results and the determination of suitable growth rates
and discount rate as inputs to the value-in-use model. More detail on the
assumptions used can be found in Note 12.

 

At the reporting date, the recoverable amount of the Energy CGU's assets was
£5,212,000, an excess of £1,261,000 above the carrying amount. The Directors
have therefore concluded that the CGU's goodwill and intangible assets are not
impaired. Sensitivity analysis has been undertaken on changes in the key
assumptions representing a reasonably possible downside scenario, further
details can be found in Note 12.

 

Estimating recoverable amount of investments in subsidiaries (Parent Company)

The Parent Company's investments in subsidiary undertakings are tested for
impairment at the reporting date if events arise that indicate an impairment
may be triggered. This requires an estimate to be made of the recoverable
amount of the investments, including forecasting future cash flows of the
asset and forming assumptions over the growth rates, discount rate and working
capital requirement applied in the value-in-use calculation. More detail of
the assumptions used can be found in Note 15.

 

At the reporting date, the recoverable amount of the Company's investments was
£29,863,000, a deficit of £2,098,000 below the carrying amount. The
Directors have therefore concluded that the investment is impaired and have
recorded an impairment in the Company's results for the year to reduce the
carrying amount to the recoverable amount. Sensitivity analysis has been
undertaken on changes in the key assumptions representing a reasonably
possible downside scenario, further details of the sensitivity analysis
performed can be found in Note 15.

 

 

Other areas of judgement and accounting estimates

The consolidated financial statements include other areas of judgement and
accounting estimates. While these areas do not meet the definition under IAS 1
of significant accounting estimates or critical accounting judgements, the
recognition and measurement of certain material assets and liabilities are
based on assumptions and/or are subject to longer term uncertainties. The
other areas of judgement and accounting estimates are:

 

•    Revenue from contracts with customers: Contractual rebate
arrangements are variable consideration reducing revenue and are estimated at
the most likely amount of consideration based on forecasts of customer
activity informed by historical experience.

•    Accrued income: Relates to the Group's right to consideration for
temporary and permanent placements where services have been performed and
contractual performance obligations satisfied but the customer has not yet
been billed at the reporting date. Accrued income in respect of late
contractor timesheets and permanent placement notifications is estimated at
each reporting date based upon historic timesheet data and current run rates.

•    Other revenue: Progress against long-term contractual performance
obligations is estimated using an input method, by reference to the proportion
of costs incurred to date compared with total expected costs for the contract.
This is considered to best reflect the benefit the customer receives from the
Group's performance.

•    Non-underlying items: Management apply judgement in the
classification of income and expenditure as non-underlying items, separate to
underlying trading results because of their size, nature or incidence. Refer
to Note 4 for further details.

•    Non-current assets: Useful lives and residual values of depreciable
assets. Refer to Note 13 (Intangible Assets) and Note 14 (Property, Plant and
Equipment) for further details.

•    Deferred taxation: Unrecognised deferred tax assets in connection
with overseas operations. Refer to Note 16 for further details.

•    Provisions: Valuation and expected timing of realisation of
dilapidation provisions and other provisions. Refer to Note 18 for further
details.

•    Equity-settled share-based payment arrangements: Valuation of and
vesting probabilities of share options under the Long-Term Incentive Plan.
Refer to Note 23 for further details.

•    Contingent liabilities: Matters in connection with potential claims
against the Group over which the outcome is uncertain, or the likelihood of a
future material economic outflow is not probable and an estimate cannot be
measured reliably. Refer to Note 28 for further details.

 

Climate-related matters

The long-term consequences of climate change on the financial statements are
difficult to predict and require the Group to make significant assumptions and
develop estimates, as described above. Assumptions used by the Group are
subject to uncertainties, including relating to future regulatory changes, new
environmental commitments made by the Group to meet its emission reduction
goals and development of new technologies. Due to these uncertainties, results
reported in the Group's future financial statements could differ from the
estimates established at the time these financial statements were approved.

 

2      Segmental Information

An operating segment, as defined by IFRS 8 'Operating segments', is a
component of the Group that engages in business activities from which it may
earn revenues and incur expenses.

 

The Gattaca plc Group defines its operating segments by reference to the
sectors in which it operates. Segmentation of the Group's activities by sector
is consistent with the segmentation of information provided internally to the
chief operating decision maker, being the Board of Directors of Gattaca plc.

 

Reportable segments are identified by reference to quantitative and
qualitative thresholds prescribed in IFRS 8. There were no operating segments
that met the criteria for aggregation with other operating segments.

 

Year ended 31 July 2025

 

 All amounts in £'000           Mobility  Energy   Defence  Digital Technology(3)  Infrastructure  Commercial & Professional(4)      Gattaca Projects  International(2)  Continuing underlying operations  Non-recurring items and amortisation of acquired intangibles  Discontinued  Total

                                                                                                                                                                                                                                                                                       Group
 Revenue                        22,639    58,978   101,975  41,451                 147,628         12,279                            11,861            2,089             398,900                           -                                                             16            398,916
 Gross profit                   3,392     6,205    7,323    3,105                  13,968          2,170                             2,136             501               38,800                            -                                                             15            38,815
 Operating contribution         1,185     3,158    4,341    840                    7,115           376                               1,143             (248)             17,910                            -                                                             471           18,381
 Depreciation and amortisation  (77)      (202)    (349)    (142)                  (505)           (42)                              (41)              (7)               (1,365)                           (46)                                                          -             (1,411)
 Central overheads              (1,631)   (1,568)  (2,229)  (1,580)                (4,101)         (1,318)                           (745)             (524)             (13,696)                          (617)                                                         97            (14,216)
 Operating profit/(loss)        (523)     1,388    1,763    (882)                  2,509           (984)                             357               (779)             2,849                             (663)                                                         568           2,754
 Finance income/(costs), net                                                                                                                                             430                               (15)                                                          (106)         309
 Profit/(loss) before tax                                                                                                                                                3,279                             (678)                                                         462           3,063

 

 

Year ended 31 July 2024 restated(1)

 

                                          Energy(1)  Defence(1)  Digital Technology(1,3)  Infrastructure(1)                                     Gattaca Projects  International(2)  Continuing underlying operations  Non-recurring items and amortisation of acquired intangibles  Discontinued  Total

                                                                                                             Commercial & Professional(4)                                                                                                                                                         Group
 All amounts in £'000           Mobility
 Revenue                        33,416    49,951     96,090      37,689                   146,252            11,499                             11,359            3,277             389,533                           -                                                             1,209         390,742
 Gross profit                   4,609     5,310      7,433       3,435                    13,290             2,552                              2,818             632               40,079                            -                                                             347           40,426
 Operating contribution         2,031     2,532      4,072       822                      6,043              718                                1,869             (330)             17,757                            -                                                             (709)         17,048
 Depreciation and amortisation  (132)     (197)      (378)       (148)                    (575)              (45)                               (45)              (13)              (1,533)                           (69)                                                          (16)          (1,618)
 Impairments (net)              -         -          -           -                        -                  -                                  -                 -                 -                                 42                                                            (408)         (366)
 Central overheads              (1,836)   (1,641)    (2,288)     (1,631)                  (4,009)            (1,162)                            (463)             (995)             (14,025)                          (1,092)                                                       (278)         (15,395)
 Operating profit/(loss)        63        694        1,406       (957)                    1,459              (489)                              1,361             (1,338)           2,199                             (1,119)                                                       (1,411)       (331)
 Finance income/(costs), net                                                                                                                                                        719                               (115)                                                         793           1,397
 Profit/(loss) before tax                                                                                                                                                           2,918                             (1,234)                                                       (618)         1,066

 

A segmental analysis of total assets has not been included as this information
is not used by the Board; the majority of assets are centrally held and are
not allocated across the reportable segments.

 

(1) In FY25, as a result of changes in the Group's operational structure and
strategic focus, certain smaller divisions that were previously reported
within the Other aggregated segment have been absorbed into the Energy,
Defence and Digital Technology sectors. In addition, a small team previously
within Infrastructure moved over to the Energy sector. As a result, the
Group's reported segmental analysis for FY24 has been restated to ensure
comparability with this.

(2) International segment revenue and gross profit is generated from the
location of the commission-earning sales consultant, as opposed to the
domicile of the respective subsidiary by which they are employed.

(3) Technology, Media & Telecoms segment has been renamed Digital
Technology.

(4) During the current year, Commercial & Professional has exceeded the
quantitative thresholds outlined in IFRS 8. As a result, it meets the criteria
for separate disclosure. The prior year data has also been disclosed
separately to ensure transparency and relevance of financial information to
users of the Financial Statements. This disclosure was previously included
under the 'Other' segment in FY24. However, following this reassessment of the
reporting requirements, this segment is no longer applicable and has been
removed.

 

 

Geographical information

 

                         Total Group revenue     Non-current assets
 All amounts in £'000    2025        2024        2025        2024
 UK                      395,423     384,233     4,151       4,963
 Rest of Europe          633         801         -           1
 Middle East and Africa  -           -           -           9
 Americas                2,860       5,708       4           31
 Total                   398,916     390,742     4,155       5,004

 

Revenue and non-current assets are allocated to the geographical market based
on the domicile of the respective subsidiary.

 

3      Revenue from Contracts with Customers

Revenue from contracts with customers is disaggregated by major service line
and operating segment, as well as timing of revenue recognition as follows:

 

 

Major service lines - continuing underlying operations

 

 2025                  Mobility  Energy   Defence  Digital Technology(2)  Infrastructure  Commercial & Professional(3)      Gattaca Projects  International  Continuing underlying operations

                       £'000     £'000    £'000    £'000                  £'000           £'000                             £'000             £'000          £'000
 Temporary placements  21,037    57,763   100,921  40,858                 146,001         10,981                            -                 1,715          379,276
 Permanent placements  1,346     1,110    1,048    593                    1,618           1,298                             -                 365            7,378
 Statement of work(4)  -         -        -        -                      -               -                                 11,861            -              11,861
 Other                 256       105      6        -                      9               -                                 -                 9              385
 Total                 22,639    58,978   101,975  41,451                 147,628         12,279                            11,861            2,089          398,900

 

 2024                                   Mobility  Energy   Defence  Digital Technology(2) £'000   Infrastructure                                                        International

                                        £'000     £'000    £'000                                  £'000           Commercial & Professional(3)       Gattaca Projects   £'000          Continuing underlying operations

                                                                                                                  £'000                              £'000                             £'000
 Temporary placements                   31,515    49,242   95,036   36,618                        144,975         9,766                              -                  2,878          370,030

(as restated(1))
 Permanent placements (as restated(1))  1,824     660      860      1,071                         1,271           1,733                              -                  270            7,689
 Statement of work(4)                   -         -        -        -                             -               -                                  11,359             -              11,359
 Other                                  77        49       194      -                             6               -                                  -                  129            455
 Total                                  33,416    49,951   96,090   37,689                        146,252         11,499                             11,359             3,277          389,533

 

 

 

 

 

Timing of revenue recognition - continuing operations

 

 2025           Mobility  Energy   Defence  Digital Technology(2) £'000   Infrastructure  Commercial & Professional(3)      Gattaca Projects  International  Continuing underlying operations

                £'000     £'000    £'000                                  £'000           £'000                             £'000             £'000          £'000
 Point in time  1,346     1,110    1,048    593                           1,618           1,298                             -                 365            7,378
 Over time      21,293    57,868   100,927  40,858                        146,010         10,981                            11,861            1,724          391,522
 Total          22,639    58,978   101,975  41,451                        147,628         12,279                            11,861            2,089          398,900

 

 2024                            Mobility  Energy   Defence  Digital Technology(2)  Infrastructure  Commercial & Professional(3)      Gattaca Projects  International  Continuing underlying operations

                                 £'000     £'000    £'000    £'000                  £'000           £'000                             £'000             £'000          £'000
 Point in time (as restated(1))  1,824     660      860      1,071                  1,271           1,733                             -                 270            7,689
 Over time (as restated(1))      31,592    49,291   95,230   36,618                 144,981         9,766                             11,359            3,007          381,844
 Total                           33,416    49,951   96,090   37,689                 146,252         11,499                            11,359            3,277          389,533

 

 

(1) In FY25, as a result of changes in the Group's operational structure and
strategic focus, certain smaller divisions that were previously reported
within the Other aggregated segment have been absorbed into the Energy,
Defence and Digital Technology sectors. In addition, a small team previously
within Infrastructure moved over to the Energy sector. As a result, the
Group's reported segmental analysis for FY24 has been restated to ensure
comparability with this.

(2) In FY25, Technology, Media & Telecoms segment has been renamed Digital
Technology.

(3) During the current year, Commercial & Professional has exceeded the
quantitative thresholds outlined in IFRS 8. As a result, it meets the criteria
for separate disclosure. The prior year data has also been disclosed
separately to ensure transparency and relevance of financial information to
users of the Financial Statements. This disclosure was previously included
under the 'Other' segment in FY24. However, following this reassessment of the
reporting requirements, this segment is no longer applicable and has been
removed.

(4) During the current reporting period, the Group reassessed the
classification of certain revenue streams. As a result, a segment previously
reported under 'Other' revenue has been reclassified to Statement of Work
revenue to better reflect the nature of the underlying activities. The
comparative figures for FY24 have been restated accordingly to ensure
consistency and comparability across periods.

 

In accordance with IFRS 8, the Group is required to disclose information about
major customers. During the year ended 31 July 2025, revenues of £50.6
million (2024: £39.0 million) were derived from a single external customer,
representing approximately 12.7% (2024: 9.9%) of the Group's total revenue.
These revenues were reported within the Defence segment.

 

The Group had no other customers from whom revenues exceeded 10% of total
revenue during the year.

 

The Group's contract liabilities from contracts with customers are deferred
income. The Group has no contract assets from contracts with customers.

 

                  31 July 2025  31 July 2024  31 July 2023

                  £'000         £'000         £'000
 Deferred income  (340)         (135)         (129)

 

Deferred income at a given reporting date is recognised as revenue in the
following financial year once performance obligations are satisfied and is
classified in current liabilities.

 

4      Profit from Total Operations

 

                                                                     2024     2024

                                                                     £'000    £'000
 Profit from total operations is stated after charging/(crediting):
 Depreciation of property, plant and equipment (Note 14)             297      458
 Depreciation of right-of-use leased assets (Note 22)                1,029    1,030
 Amortisation of acquired intangibles (Note 13)                      46       69
 Amortisation of software and software licences (Note 13)            39       61
 Reversal of impairment of right-of-use leased assets (Note 22)      -        (42)
 Impairment of cash and cash equivalents (Note 27)                   -        408
 Loss on disposal of property, plant and equipment                   -        24
 Plant and machinery rental expenses for low value leases            73       104
 Non-recourse working capital facility bank charges                  86       451
 Share-based payment charges (Note 23)                               293      201
 Gain on release of provisions (Note 18)                             (31)     (486)
 Income recovered on debts previously written off (1)                (474)    -

 

1     During FY25,the Group recognised income relating to the recovery of
previously written-off receivables from Huawei Technologies Zimbabwe for debts
written off between 2018 and 2020.

 

The aggregate auditors' remuneration was as follows:

                                                         2025     2024

                                                         £'000    £'000
 Fees payable for the audit of the financial statements  243      225
 Total auditors' remuneration                            243      225

 

The auditors do not provide any non-audit services.

 

Non-underlying items included within administrative expenses were as follows:

 

 Continuing operations                                               2025     2024

                                                                     £'000    £'000
 Restructuring costs(1)                                              313      467
 Net costs associated with exiting properties                        -        16
 Reversal of impairment of leased right-of-use assets(2)             -        (42)
 Costs relating to ongoing closure of group undertakings(3)          211      609
 Costs relating to acquisition(4)                                    93       -
 Non-underlying items included in profit from continuing operations  617      1,050

 

 Discontinued operations                                                      2025     2024

                                                                              £'000    £'000
 Restructuring costs(5)                                                       -        278
 Impairment of cash and cash equivalents                                      -         408
 Income relating to ongoing closure of group undertakings(6)                  (96)     -
 Non-underlying items included in (profit)/loss from discontinued operations  (96)     686

 Total non-underlying items                                                   521      1,736

 

1     Restructuring costs of £313,000 (2024 : £467,000) were recognised
for employee exit costs arising as a result of targeted, small scale, team
rationalisations.

2     An impairment recorded in FY22 was partially reversed upon
sub-letting of an office property to a third party during the year.

3     Ongoing costs relating to closure of entities and operations closed
more than two years ago. This includes those operations affected by the
cessation of the contract with Telecoms Infrastructure business in 2018 as
well as the ongoing closure costs of the Group's operations in Russia, South
Africa, including late filing penalties in Qatar and impairment of certain
capital working balances. As these operations have been closed for over two
years and no operational trading or costs remain, the Group chooses to present
these ongoing corporate closure costs as continuing, as discussed further in
Note 10. 

4     On 4 August 2025, the Group acquired the entire issued share capital
of HC1344 Ltd and its subsidiary, InfoSec People Limited. Further details are
disclosed in Note 30. Costs of acquisition, including legal advisory and due
diligence advisory fees, have been expensed as incurred in 2025.

5     Costs incurred associated with closure of the Group's USA-based
operations, including personnel re-organisation costs, as discussed further in
Note 10.

6     Ongoing costs relating to discontinued operations, closed less than
two years prior. These include professional and advisory fees regarding
closure processes and release of unutilised provisions.

 

5      Particulars of Employees

The monthly average number of staff employed by the Group, including
Directors, during the financial year amounted to:

 

 Total operations  2025  2024

                   No.   No.
 Sales             278   308
 Administration    103   137
 Directors         5     6
 Total             386   451

 

UK employees are directly contracted with the ultimate parent company, Gattaca
plc, and staff costs are paid by Matchtech Group (UK) Limited, then recharged
to fellow UK subsidiaries.

 

The aggregate payroll costs of the above were:

 

 Total operations                2025     2024

                                 £'000    £'000
 Wages and salaries (1)          23,117   22,935
 Social security costs           2,661    2,859
 Other pension costs             873      928
 Share-based payments (Note 23)  293      201
 Total                           26,944   26,923

 

 

Amounts due to defined contribution pension providers at 31 July 2025 were
£167,000 (2024: £167,000).

 

1     During the current year, the Group revised the composition of
payroll costs disclosed under IAS 19 to include private health and car
allowance costs that were previously excluded. The prior year figures have not
been restated, as the impact was considered immaterial to the Financial
Statements.

 

Disclosure of the remuneration of the statutory Directors is further detailed
in the single-figure table in the Remuneration Report. Disclosure of the
remuneration of Group's key management personnel, as required by IAS 24, is
detailed below:

 

 Key management personnel remuneration                  2025     2024

                                                        £'000    £'000
 Short-term employee benefits                           2,774    2,119
 Contributions to defined contribution pension schemes  114      100
 Share-based payments                                   196      152
 Total                                                  3,084    2,371

 

 

6      Finance Income

 Continuing operations  2025     2024

                        £'000    £'000
 Interest income        526      784
 Total                  526      784

 

 

 

 

7      Finance Costs

 Continuing operations                       2025     2024

                                             £'000    £'000
 Bank interest expense                       4        2
 Interest expense on lease liabilities       92       63
 Net losses on foreign currency translation  15       115
 Total                                       111      180

 

 

 

8      Parent Company Loss

                                                          2025     Restated(1)

                                                          £'000    2024

                                                                   £'000
 The amount of loss generated by the parent company was:  (1,662)  (2,989)

 

1     The FY24 comparative figures have been restated to include the Share
Incentive Plan (SIP), following a reassessment of the accounting treatment.
Gattaca Plc is the sponsoring entity of the SIP, and the associated Employee
Benefit Trust (EBT) is considered an extension of the Company. As such, the
results and financial position of the SIP EBT have been consolidated into the
Company's Financial Statements.

 

Loss for FY24 changed from £2,641,000 to £2,989,000.

 

This treatment is consistent with the requirements of applicable accounting
standards and aligns with the approach taken for the APEX EBT. The restatement
ensures comparability and provides a more accurate reflection of the Company's
financial position.

 

 

9      Taxation

 Analysis of charge/(credit) in the year            Continuing  Discontinued  Continuing  Discontinued

                                                    2025        2025          2024        2024

                                                    £'000       £'000         £'000       £'000
 Current tax:
 UK corporation tax                                 1,047       121           654         -
 Double tax relief                                  (5)         -             -           -
 Overseas corporation tax                           12          -             3           -
 Adjustments in respect of prior years              (186)       -             204         (36)
                                                    868         121           861         (36)
 Deferred tax (Note 16):
 Origination and reversal of temporary differences  (90)        -             81          -
 Adjustments in respect of prior years              (36)        -             (26)        -
                                                    (126)       -             55          -

 Income tax charge/(credit) for the year            742         121           916         (36)

 

UK corporation tax has been charged at 25% (2024: 25%).

 

The charge for the year can be reconciled to profit/(loss) in the Income
Statement as follows:

 

                                                                              Continuing  Discontinued  Continuing  Discontinued

                                                                              2025        2025          2024        2024

                                                                              £'000       £'000         £'000       £'000
 Profit/(loss) before tax                                                     2,601       462           1,684       (618)

 Profit/(loss) before tax multiplied by the standard rate of corporation tax  650         116           421         (155)

in the UK of 25% (2024: 25%)

 Expenses not deductible for tax purposes                                     105         -             467         (15)
 Income not taxable                                                           -           (12)          (209)       -
 Effect of share-based payments                                               7           -             (23)        -
 Irrecoverable withholding tax                                                2           -             3           -
 Overseas losses not recognised as deferred tax assets                        200         17            84          140
 Difference between UK and overseas tax rates                                 1           -             (4)         30
 Adjustment to tax charge in respect of prior years                           (223)       -             177         (36)
 Total taxation charge/(credit) for the year                                  742         121           916         (36)

 

 

Tax credit recognised in equity:

 

                                                    2025     2024

                                                    £'000    £'000
 Deferred tax credit recognised directly in equity  (21)     (46)
 Total tax credit recognised directly in equity     (21)     (46)

 

Reconciliation of statutory continuing tax charge to continuing underlying tax
charge:

 

                                2024     2023

                                £'000    £'000
 Income tax expense             742      916
 Non-underlying items           73       110
 Underlying income tax expense  815      1,026

 

Tax rate applied

The main UK corporation tax rate increased to 25% from 1 April 2023. Deferred
tax has been valued based on the substantively enacted rates at each balance
sheet date at which the deferred tax is expected to reverse.

 

10    Discontinued Operations

During the previous year, the Group announced the decision to restructure its
USA operations and by 31 July 2024 US-based trading had ceased, support
operations had been outsourced or transferred to the UK and all US-based sales
and support staff exited. The Group continues to operate in the USA market in
established sectors serviced by its UK-based sales consultants. The Group's
closed US-based operations have been classified as a discontinued operation in
accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued
Operations.

 

In April and May 2025, the Group successfully recovered trade receivable
amounts previously written off between FY18 and FY20 from its contract with
Huawei Technologies Zimbabwe (Private) Limited. These receivables related to
services rendered by Networkers International (UK) Limited and Commsresources
Limited during that period. The amounts recovered together with legal costs
incurred have been classified as debt recovered from discontinued operations.

 

The Group has also incurred ongoing closure costs associated with previously
discontinued trading businesses, including its contract Telecomm
Infrastructure business (closed in 2018) and operations in Malaysia, Singapore
and the Middle East (closed in 2018), China (closed in 2020), and Mexico
closure and South African sub-group sale (closed in 2021). No trading
activities remain for these businesses and all trading activities ceased over
24 months ago however, the Group continues to incur professional fees and
other corporate costs associated with the ongoing corporate governance
maintenance and statutory closure processes of these now-dormant subsidiary
statutory entities. The Group has considered the nature and amount of these
costs in the current year and has classified these ongoing closure costs as
continuing operations, as part of the ongoing costs of corporate closures.

 

Costs associated with closure of discontinued businesses are reported within
non-underlying items in line with the Group's accounting policy.

 

Financial performance

 

                                                                         2025     2024

                                                                         £'000    £'000
 Revenue                                                                 16       1,209
 Cost of sales                                                           (1)      (862)
 Gross profit                                                            15       347
 Administrative expenses(1)                                              553      (1,758)
 Profit/(loss) from discontinued operations                              568      (1,411)
 Finance costs                                                           (24)     -
 Exchange (loss)/gain                                                    (82)     793
 Profit/(loss) before taxation from discontinued operations              462      (618)
 Taxation                                                                (121)    36
 Profit/(loss) for the year after taxation from discontinued operations  341      (582)
 Reclassification adjustment on disposal of foreign operations           (533)    (713)
 Exchange differences on translation of discontinued operations          82       17
 Total comprehensive loss from discontinued operations                   (110)    (1,278)

 

1     Included in  administrative expenses are credits/(costs) of
£96,000 (2024: £(686,000)) of non-underlying items (see Note 4), and income
of £474,000 recovered from Huawei Technologies Zimbabwe for debts written off
between FY18 and FY20.

 

 

Cash flows from discontinued operations

 

                                                        2025     2024

                                                        £'000    £'000
 Net cash inflow/(outflow) from operating activities    375      (850)
 Net cash outflow from investing activities             -        -
 Net cash outflow from financing activities             -        -
 Effect of exchange rates on cash and cash equivalents  (2)      1
 Net cash generated/(used) by discontinued operations   373      (849)

 

 

11    Earnings Per Share

Earnings per share (EPS) has been calculated by dividing the consolidated
profit or loss after taxation attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the period.

 

Diluted earnings per share has been calculated on the same basis as above,
except that the weighted average number of ordinary shares that would be
issued on the conversion of all the dilutive potential ordinary shares into
ordinary shares has been added to the denominator. The Group's potential
ordinary shares, being the Long-Term Incentive Plan options, are deemed
outstanding and included in the dilution assessment when, at the reporting
date, they would be issuable had the performance period ended at that date.

 

The effect of potential ordinary shares are reflected in diluted EPS only when
they are dilutive. Potential ordinary shares are considered to be dilutive
when the monetary value of the subscription rights attached to the outstanding
share options is less than the average market share price of the Company's
shares during the period. Furthermore, potential ordinary shares are only
considered dilutive when their inclusion in the calculation would decrease
earnings per share, or increase loss per share, in accordance with IAS 33.
There are no changes to the profit numerator as a result of the dilution
calculation.

 

The earnings per share information has been calculated as follows:

 

 Total earnings                                      2025     2024

                                                     £'000    £'000
 Total profit attributable to ordinary shareholders  2,200    186

 

 

 Number of shares                                           2025    2024

                                                            '000    '000
 Basic weighted average number of ordinary shares in issue  31,533  31,587
 Dilutive potential ordinary shares                         1,032   660
 Diluted weighted average number of shares                  32,565  32,247

 

 

 Total earnings per share                    2025    2024

                                             pence   pence
 Earnings per ordinary share  Basic          7.0     0.6
                              Diluted        6.8     0.6

 

 Earnings from continuing operations                   2025     2024

                                                       £'000    £'000
 Total profit for the year from continuing operations  1,859    768

 

 Total earnings per share from continuing operations                                 2025    2024

                                                                                     pence   pence
 Earnings per ordinary share from continuing operations  Basic                       5.9     2.4
                                                         Diluted                     5.7     2.4

 

 Earnings from discontinued operations                          2025     2024

                                                                £'000    £'000
 Total profit/(loss) for the year from discontinued operations  341      (582)

 

 Total profit/(loss) per share from discontinued operations                                     2025    2024

                                                                                                pence   pence
 Profit/(loss) per ordinary share from discontinued operations  Basic                           1.1     (1.8)
                                                                Diluted                         1.1     (1.8)

 

 Earnings from continuing underlying operations                   2025     2024

                                                                  £'000    £'000
 Total profit for the year from continuing underlying operations  2,464    1,892

 

 Total earnings per share from continuing underlying operations                                       2025    2024

                                                                                                      pence   pence
 Earnings per ordinary share from continuing underlying operations  Basic                             7.8     6.0
                                                                    Diluted                           7.6     5.9

 

 

12    Goodwill

 Group                                 Goodwill  Total

                                       £'000     £'000
 Cost            At 1 August 2023      28,739    28,739
                            At 31 July 2024      28,739   2
                                                          8
                                                          ,
                                                          7
                                                          3
                                                          9
                            At 31 July 2025      28,739   2
                                                          8
                                                          ,
                                                          7
                                                          3
                                                          9

 Impairment      At 1 August 2023      27,027    27,027
                            At 31 July 2024      27,027   2
                                                          7
                                                          ,
                                                          0
                                                          2
                                                          7
                            At 31 July 2025      27,027   2
                                                          7
                                                          ,
                                                          0
                                                          2
                                                          7

 Net book value  At 31 July 2024       1,712     1,712
                            At 31 July 2025      1,712    1
                                                          ,
                                                          7
                                                          1
                                                          2

 

Impairment testing

The carrying amount of goodwill is allocated wholly to the Energy
cash-generating unit (CGU). Goodwill is reviewed and tested for impairment on
an annual basis or more frequently if it is determined that there is an
indication of impairment. For the purpose of impairment testing, the
recoverable amount of the CGU, including goodwill, intangible assets,
right-of-use leased assets and working capital, is determined as the higher of
its value-in-use or fair value less costs to sell.

 

At 31 July 2025, the recoverable amount of the Energy CGU's assets was
£5,212,000, an excess of £1,261,000 above the carrying amount. The Directors
have therefore concluded that the CGU's assets are not impaired.

 

The key assumptions and estimates used when calculating a CGU's value-in-use,
are as follows:

 

Cash flows from operations

Discounted cash flows from operations for the Energy CGU were prepared based
on forecasts for the Energy sector, starting with management's FY26 budget and
applying over-arching NFI growth and cost inflation rates from FY27 to FY30.
The Group prepares cash flow forecasts adjusted for allocations of Group
overhead costs and extrapolates cash flows into perpetuity based on long-term
growth rates. The CGU's working capital requirement is expected to increase
proportionately with revenue growth.

 

Discount rates

The pre-tax rate used to discount the forecast cash flows was 16.9% (FY24:
20.4%) reflecting the Group's weighted average cost of capital, adjusted for
specific risks associated with the asset's estimated cash flows. The nominal
discount rate is based on the weighted average cost of capital (WACC). The
risk-free rate, based on UK Government bond rates, adjusted for equity and
industry risk premiums, reflecting the increased risk compared to an investor
who is investing the market as a whole. Net present values are calculated
using pre-tax discount rates derived from the Group's post-tax WACC of 12.0%
(FY24: 14.4%).

 

Growth rates

Medium-term growth rates are based on management forecasts, reflecting past
experience and the economic environment in which the Group operates.
Conservative mid-term NFI growth rates have been used, reflecting a degree of
uncertainty over current market headwinds and the timing of recovery of the
permanent recruitment market. Long-term growth rates are based on external
sources of an average estimated growth rate of 2.0% (FY24: 2.0%), using a
weighted average of operating country real growth expectations.

 

Sensitivity analysis

The Directors have considered and assessed reasonably possible changes in the
key assumptions and have performed sensitivity analysis on the estimates of
recoverable amount.

 

Cash flows from operations for value-in-use are driven by the forecast level
of operating contribution (NFI and operating costs) of the CGU across the
5-year forecast period. Scenarios modelled by management illustrate a range of
possible outcomes, which included a sustained period of subdued NFI growth,
controlled operating cost inflation, an increase in discount rate and decrease
in long term growth rates.

 

The goodwill sensitivity analysis performed indicates that no reasonably
possible change in key assumptions would result in the carrying amount of
goodwill exceeding its recoverable amount.

 

 

 

13    Intangible Assets

 Group                                                     Customer relationships  Trade    Software and software licences  Other    Total

                                                           £'000                   names    £'000                           £'000    £'000

                                                                                   £'000
 Cost                         At 1 August 2023             22,245                  5,346    605                             3,809    32,005
                              Disposals(1)                 (9,220)                 (5,346)  (292)                           (3,809)  (18,667)
                              At 31 July 2024              13,025                  -        313                             -        13,338
                              At 31 July 2025              13,025                  -        313                             -        13,338

 Amortisation and impairment  At 1 August 2023             22,139                  5,337    470                             3,809    31,755
                              Amortisation for the period  60                      9        61                              -        130
                              Released on disposal(1)      (9,220)                 (5,346)  (292)                           (3,809)  (18,667)
                              At 31 July 2024              12,979                  -        239                             -        13,218
                              Amortisation for the period  46                      -        39                              -        85
                              At 31 July 2025              13,025                  -        278                             -        13,303

 Net book value               At 31 July 2024              46                      -        74                              -        120
                              At 31 July 2025              -                       -        35                              -        35

 

1     During the previous year, management rationalised the Group's
intangible asset registers and have recorded disposals of assets that are
fully depreciated and are no longer in use by the business.

 

14    Property, Plant and Equipment

 Group                                                                          Leasehold      Fixtures, fittings & equipment      Total

                                                                                improvements   £'000                               £'000

                                                                                £'000
 Cost                         At 1 August 2023                                  2,240          1,053                               3,293
                              Additions                                         89             73                                  162
                              Disposals                                         (658)          (188)                               (846)
                              Effects of movements in exchange rates            -              (3)                                 (3)
                              At 31 July 2024                                   1,671          935                                 2,606
                              Additions                                         15             31                                  46
                              Disposals                                         -              (84)                                (84)
                              Recategorisation of cost (1)                      (99)           99                                  -
                              Effects of movements in exchange rates            -              (1)                                 (1)
                              At 31 July 2025                                   1,587          980                                 2,567

 Depreciation and impairment  At 1 August 2023                                  1,547          722                                 2,269
                              Charge for the year                               256            202                                 458
                              Released on disposal                              (657)          (165)                               (822)
                              Effects of movements in exchange rates            -              (1)                                 (1)
                              At 31 July 2024                                   1,146          758                                 1,904
                              Charge for the year                               210            87                                  297
                              Released on disposal                              -              (84)                                (84)
                              Recategorisation of accumulated depreciation (1)  (99)           99                                  -
                              Effects of movements in exchange rates            (2)            1                                   (1)
                              At 31 July 2025                                   1,255          861                                 2,116

 Net book value               At 31 July 2024                                   525            177                                 702
                              At 31 July 2025                                   332            119                                 451

 

1     During the year, certain assets were reclassified from Leasehold
improvements to Fixtures, fittings & equipment to better reflect their
nature. There was no net book value impact.

 

There were no capital commitments as at 31 July 2025 or 31 July 2024.

 

 

 

 

 

15    Investments in Subsidiary Undertakings

 Company                                                                           Total

                                                                                   £'000
 Cost            At 1 August 2023 - as previously reported                         38,550
                 Correction of prior period error(1)                               348
                 At 1 August 2023 restated(1)                                      38,898
                 Capital contributions                                             200
                 At 31 July 2024                                                   39,098
                 Capital contributions                                             293
                 At 31 July 2025                                                   39,391

 Impairment      At 1 August 2023                                                  -
                 Impairment of investment in Matchtech Group (Holdings) Limited    7,060
                 Impairment of investment - correction of prior period error(1)    348
                 Impairment of investment in Gattaca GmbH(2)                       22
                 At 31 July 2024 restated(1)                                       7,430
                 Impairment of investment in Matchtech Group (Holdings) Limited    2,098
                 At 31 July 2025                                                   9,528

 Net book value  At 31 July 2024 restated(1)                                       31,668
                 At 31 July 2025                                                   29,863

 

1      Following a reassessment of the accounting treatment, the opening
position has been restated to include the Share Incentive Plan (SIP). Gattaca
Plc is the sponsoring entity of the SIP, and the associated Employee Benefit
Trust (EBT) is considered an extension of the Company. As such, the results
and financial position of the SIP EBT have been consolidated into the
Company's Financial Statements.

This accounting treatment is consistent with the requirements of applicable
accounting standards and mirrors the approach adopted for the APEX EBT. The
restatement enhances comparability across reporting periods and provides a
more accurate representation of the Company's financial position.

2      The Company's direct investment in Gattaca GmbH, a subsidiary
company, has been fully impaired as Gattaca GmbH has ceased to trade during
the prior year.

 

The movement in cost of investments in the Parent Company represents capital
contributions made relating to share-based payments.

 

Details of the Group's subsidiary undertakings are provided in Note 31.

 

Impairment testing: Matchtech Group (Holdings) Limited

The Directors have identified that the carrying amount of the Parent Company's
investment in Matchtech Group (Holdings) Limited, the principal trading
sub-group, exceeded the Group's market capitalisation at the year-end, and the
Group's financial performance, in terms of revenue and NFI, fell below its
budget for the year ended 31 July 2025, mirroring the ongoing economic
downturn of the UK labour market. These factors were deemed to be indicators
of impairment of the Parent Company's investments in subsidiary undertakings
and as a result the Directors have performed an impairment review in
accordance with IAS 36.

 

The recoverable amount of the investment has been determined based on
value-in-use calculations, which require the use of estimates. Discounted cash
flows from operations were prepared based on forecasts for the Group, starting
with management's FY26 budget and applying over-arching inflation-based NFI
and cost growth rates from FY27 to FY30, reflecting the potential for slow
economic growth for an extended period of time. A pre-tax discount rate of
16.9% has been used, reflecting the Group's post-tax weighted average cost of
capital, adjusted for specific risks associated with the asset's estimated
cash flows. Medium-term growth rates modelled are based on management
forecasts, reflecting past experience and the economic environment in which
the Group operates. Long-term growth rates are based on external sources of an
average estimated growth rate of 2.0% (2024: 2.0%), using a weighted average
of operating country real growth expectations. The Group's working capital
requirement, assessed at 3.8% (2024: 2.5%) of revenue, is expected to increase
proportionately with revenue growth. 

 

At 31 July 2025, the recoverable amount of the investment was £29,863,000, a
deficit of £2,098,000 below the carrying amount. The Directors have therefore
concluded that the investment is impaired and have recorded an impairment in
the Company's results for the year to reduce the carrying amount to the
recoverable amount.

 

The Directors have considered and assessed reasonably possible changes in the
key assumptions and have performed sensitivity analysis on the estimates of
recoverable amounts. The changes considered in aggregate, including a 100
basis points increase in both the discount rate and working capital
requirement (as a percentage of revenue), represent a reasonably possible
downside scenario but does not model the full extent of mitigations that
management would implement commercially to protect profitability if NFI
targets were not achieved. The result indicates a possible further impairment
of the investment of £3,741,000, bringing the recoverable amount in line with
the Group's market capitalisation at the reporting date. Further downside
sensitisation of any of the key assumptions reduces the calculated
value-in-use below the Group's market capitalisation, being the fair value
less costs to sell, which would trigger a change in management's basis for
assessment of recoverable amount.  

16    Deferred Tax

 2025                                        Asset    Liability  Net      Credited/ (charged) to profit  Credited to equity

 Group                                       £'000    £'000      £'000    £'000                          £'000
 Share-based payments                        288      -          288      43                             21
 Accelerated capital allowances              47       -          47       24                             -
 Acquired intangibles                        17       -          17       7                              -
 Tax losses                                  -        -          -        (2)                            -
 Other temporary and deductible differences  125      -          125      54                             -
 Gross deferred tax assets                   477      -          477      126                            21
 Net deferred tax assets                     477      -          477

 

 2024                                        Asset    Liability  Net      Credited/ (charged) to profit  Credited to equity

 Group                                       £'000    £'000      £'000    £'000                          £'000
 Share-based payments                        224      -          224      6                              46
 Accelerated capital allowances              23       -          23       (11)                           -
 Acquired intangibles                        22       (12)       10       16                             -
 Tax losses                                  2        -          2        2                              -
 Other temporary and deductible differences  71       -          71       (68)                           -
 Gross deferred tax assets/(liabilities)     342      (12)       330      (55)                           46
 Net deferred tax assets/(liabilities)       342      (12)       330

 

The movement on the net deferred tax asset/(liability) is shown
below:

 

                                Group
                                2025     2024

                                £'000    £'000
 At 1 August                    330      339
 Recognised in income (Note 9)  126      (55)
 Recognised in equity           21       46
 Foreign exchange               -        -
 At end of year                 477      330

 

                                                   2025     2024

                                                   £'000    £'000
 Deferred tax assets reversing within 1 year       111      64
 Deferred tax liabilities reversing within 1 year  -        (12)
 At end of year                                    111      52

 

                                                  2025     2024

                                                  £'000    £'000
 Deferred tax assets reversing after 1 year       366      278
 Deferred tax liabilities reversing after 1 year  -        -
 At end of year                                   366      278

 

Deferred tax has been valued based on the substantively enacted rates at each
reporting date at which the deferred tax is expected to reverse.

 

Unrecognised deferred tax assets

 

                                                             Group
                                                             2025     2024

                                                             £'000    £'000
 Tax losses carried forward against profits of future years  2,110    2,620
 Net unrecognised deferred tax assets                        2,110    2,620

 

Of the unused tax losses £6,388,000 (2024: £9,988,000) can be carried
forward indefinitely, £1,049,000 (2024: £977,000) expires within 10 years
and £460,000 (2024: £171,000) expires within 20 years. £139,000 (2024:
£139,000) of the unused tax losses carried forward indefinitely relate to
unrecognised capital losses which may be offset against future chargeable
(capital) gains only.

 

No deferred tax is recognised on unremitted earnings of overseas subsidiaries
as the Group is in a position to control the timing of the reversal of
temporary differences and it is probable that such differences will not
reverse in the foreseeable future.  The temporary differences associated with
the investments in subsidiaries for which a deferred tax liability has not
been recognised aggregate to £9,000,000 (2024: £1,549,000).  If the
earnings were remitted, tax of £nil (2024: £3,000) would be payable.

 

 

17    Trade and Other Receivables

                                                                         Group             Company
                                                                         2025     2024     2025     2024

                                                                         £'000    £'000    £'000    £'000
 Trade receivables from contracts with customers, net of loss allowance  41,355   34,320   -        -
 Amounts owed by group undertakings (restated(1))                        -        -        215      -
 Other receivables                                                       700      935      -        -
 Prepayments                                                             995      1,004    -        -
 Accrued income                                                          16,692   16,757   -        -
 Total                                                                   59,742   53,016   215      -

 

The Directors consider that the carrying amount of trade and other receivables
approximates to the fair value.

 

Amounts owed to the Company by group undertakings includes an intercompany
loan receivable totalling £215,000 (2024: £nil), upon which interest is
charged at a market rate. Amounts owed by group undertakings are unsecured,
repayable on demand and accrue no interest, with the exception of the loan
receivable noted above, and are considered to approximate fair value.

 

Other receivables includes retentions of £nil (2024: £273,000) on trade
receivables assigned to HSBC under the non-recourse invoice factoring
facility, discussed further in Note 20. Following the termination of the
non-recourse receivables facility on 4 February 2025, trade receivables that
were previously derecognised under the facility have been reinstated on the
balance sheet. As a result, at termination date, trade receivables increased
by £2,061,000, with a corresponding decrease in cash and cash equivalents.
This change should be considered when comparing the current year's balance
sheet to the prior year, as the prior year-end position reflected the
derecognition of these receivables.

 

Accrued income relates to the Group's right to consideration for temporary and
permanent placements made but not billed at the year end. These transfer to
trade receivables once billing occurs.

 

1     The FY2024 comparative figures have been restated to include the
Share Incentive Plan (SIP), following a reassessment of the accounting
treatment. Gattaca Plc is the sponsoring entity of the SIP, and the associated
Employee Benefit Trust (EBT) is considered an extension of the Company. As
such, the results and financial position of the SIP EBT have been consolidated
into the Company's financial statements.

 

      Amounts owed by group undertakings for FY24 changed from £523,000
to £nil.

 

This treatment is consistent with the requirements of applicable accounting
standards and aligns with the approach taken for the APEX EBT. The restatement
ensures comparability and provides a more accurate reflection of the Company's
financial position.

 

 

Impairment of trade receivables from contracts with customers

 

                                                                         Group
                                                                         2025     2024

                                                                         £'000    £'000
 Trade receivables from contracts with customers, gross amounts          42,410   35,600
 Loss allowance                                                          (1,055)  (1,280)
 Trade receivables from contracts with customers, net of loss allowance  41,355   34,320

 

Trade receivables are amounts due from customers for services performed in the
ordinary course of business. They are generally settled within 30-60 days and
are therefore all classified as current.

 

The Group uses a third party credit scoring system to assess the
creditworthiness of potential new customers before accepting them. Credit
limits are defined by customer based on this information. All customer
accounts are subject to review on a regular basis by senior management and
actions are taken to address debt aging issues.

 

Trade receivables are subject to the expected credit loss model. The Group
applies the IFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected loss allowance for all trade receivables.

 

To measure the expected credit losses, trade receivables have been grouped
based on shared credit risk characteristics by geographical region or customer
industry.

 

The expected loss rates are based on the payment profiles of sales over a
period of 36 months before the relevant period end and the corresponding
historical credit losses experienced within this period. The historic loss
rates are adjusted to reflect any relevant current and forward-looking
information expected to affect the ability of customers to settle the
receivables. Additionally, external economic forecasts and scenario analysis
has been taken into account along with other macroeconomic factors when
assessing the credit risk profiles for specific industries and geographies.

 

 

The loss allowance for trade receivables can be analysed as:

 

 31 July 2025                                        Current  More        More          More          Total

than 30
than 60
than 90

days past
 days past
 days past
 Weighted expected loss rate (%)                     2.2%     2.0%        2.0%          59.7%
 Gross carrying amount - trade receivables (£'000)   41,019   939         218           234           42,410
 Loss allowance (£'000)                              893      19          4             139           1,055

 

 31 July 2024                                        Current  More        More          More          Total

than 30
than 60
than 90

days past
 days past
 days past
 Weighted expected loss rate (%)                     2.6%     7.8%        53.2%         96.1%
 Gross carrying amount - trade receivables (£'000)   34,312   914         122           252           35,600
 Loss allowance (£'000)                              902      71          65            242           1,280

 

The loss allowance for trade receivables at year end reconciles to the opening
loss allowance as follows:

 

 

 

                                                               Group
                                                               2025     2024

                                                               £'000    £'000
 Opening loss allowance at 1 August                            1,280    1,633
 Increase/(decrease) in loss allowance recognised in the year  389      (166)
 Receivables written off during the year as uncollectable      (614)    (187)
 Closing loss allowance at 31 July                             1,055    1,280

 

 

 

Impairment of accrued income

 

                                        Group
                                        2025     2024

                                        £'000    £'000
 Gross accrued income                   17,032   17,107
 Loss allowance                         (340)    (350)
 Accrued income, net of loss allowance  16,692   16,757

 

The loss allowance for accrued income can be analysed as:

 

 31 July 2025                                     Current  More        More          More          Total

than 60
than 90
                                                           than 30
 days past
 days past

days past
 Weighted expected loss rate (%)                  2.0%     2.0%        2.0%          2.0%
 Gross carrying amount - accrued income (£'000)   16,000   790         176           66            17,032
 Loss allowance (£'000)                           319      16          4             1             340

 

 31 July 2024                                     Current  More        More          More                Total

than 90 days past
                                                           than 30     than 60

days past
 days past
 Weighted expected loss rate (%)                  2.0%     2.0%        2.0%          9.5%
 Gross carrying amount - accrued income (£'000)   16,349   561         88            109                 17,107
 Loss allowance (£'000)                           327      11          2             10                  350

 

The loss allowance for accrued income at year reconciles to the opening loss
allowance as follows:

 

                                                                           Group
                                                                           2025     2024

                                                                           £'000    £'000
 Opening loss allowance at 1 August                                        350      504
 Decrease in loss allowance recognised in profit and loss during the year  (10)     (154)
 Closing loss allowance at 31 July                                         340      350

 

 

18    Provisions

                                        2025                                      2024
 Group                                  Dilapidations  Other provisions  Total    Dilapidations  Other provisions  Total

                                        £'000          £'000             £'000    £'000          £'000             £'000
 Balance at 1 August                    362            459               821      677            735               1,412
 Provisions made in the year            -              190               190      15             378               393
 Provisions utilised                    -              -                 -        (220)          (288)             (508)
 Provisions released                    -              (31)              (31)     (110)          (376)             (486)
 Effect of movements in exchange rates  -              (16)              (16)     -              10                10
 Balance at 31 July                     362            602               964      362            459               821

 

              2025                                      2024

 Group        Dilapidations  Other provisions  Total    Dilapidations  Other provisions  Total

              £'000          £'000             £'000    £'000          £'000             £'000
 Non-current  316            38                354      362            34                396
 Current      46             564               610      -              425               425
 Total        362            602               964      362            459               821

 

Dilapidation provisions are held in respect of the Group's office properties
where lease obligations include contractual obligations to return the property
to its original condition at the end of the remaining lease term, ranging
between one and three years. Certain of the Group's property leases include
obligations to reinstate the property into the same condition as when the
lease commenced. Management estimate the value of the future obligation by
reference to historical information, such as dilapidation settlements paid by
the Group for equivalent properties in the past, and to available market
information regarding the potential future cost of refurbishments. Where
applicable, dilapidation provisions are expected to be settled within 12
months of the end of the lease.

 

During FY24  the Group exited one office property and agreed dilapidation
settlement for the exited office. Remaining dilapidation provisions have been
reassessed reflecting new information available, including the cost of
settlements.

 

Other provisions held at 31 July 2025 are primarily in relation to claims for
legal and tax matters, relating to both UK operations and certain discontinued
operations. Where uncertainty exists over the expected timing of realisation
of contractual or constructive obligations other provisions are presented as
current. Management estimate the value of the future obligation by reference
to historical information, such as settlements reached upon similar claims,
and information from our legal and tax advisers.

Non-current provisions are presented at their book value in the financial
statements and are not discounted to present value. The Directors consider the
effect of discounting non-current provisions to be immaterial.

 

No provisions are held by the Parent Company (2024: £nil).

 

 

19    Trade and Other Payables

                                                   Group             Company
                                                   2025     2024     2025     2024

                                                   £'000    £'000    £'000    £'000
 Trade payables                                    3,268    7,237    -        -
 Amounts owed to group undertakings (restated(1))  -        -        1,073    26
 Taxation and social security                      7,494    6,472    -        -
 Contractor wages payable                          30,474   28,469   -        -
 Accruals and deferred income                      5,063    4,414    -        -
 Other payables                                    2,390    2,731    -        -
 Total                                             48,689   49,323   1,073    26

 

Amounts owed to group undertakings are unsecured, repayable on demand and
accrue no interest. The Directors consider that the carrying amount of trade
and other payables approximates to their fair value.

 

1      The FY24 comparative figures have been restated to include the
Share Incentive Plan (SIP), following a reassessment of the accounting
treatment. Gattaca Plc is the sponsoring entity of the SIP, and the associated
Employee Benefit Trust (EBT) is considered an extension of the Company. As
such, the results and financial position of the SIP EBT have been consolidated
into the Company's financial statements.

 

Amounts owed to group undertakings for FY24 changed from £Nil to £26,000.

 

This treatment is consistent with the requirements of applicable accounting
standards and aligns with the approach taken for the APEX EBT. The restatement
ensures comparability and provides a more accurate reflection of the Company's
financial position.

 

 

20    Loans and Borrowings

The Group only holds recourse working capital facilities with no balances
outstanding at the current and prior year end. At the end of February 2025,
the Group removed the non-resource element of the facility with HSBC,
recognising the relatively infrequent and low utilisation of the facility.

 

At 31 July 2025, the Group had agreed invoice financing working capital
facilities with HSBC totalling £50m (2024: £50m), covering only recourse
facility.

 

The Group's working capital facilities are secured by way of an all assets
debenture, which contains fixed and floating charges over the assets of the
Group. This facility allows certain companies within the Group to borrow up to
90% of invoiced or accrued income up to a maximum of £50m (2024: £50m).
Interest is charged on the recourse borrowings at a rate of 1.67% (2024:
1.67%) over the Bank of England base rate of 4.25% (2024: 5.25%).

 

The Company did not have any other loans or borrowings during 2025 or 2024.

 

 

21    Financial Assets and Liabilities Statement of Financial Position
Clarification

The carrying amount of the Group's financial assets and liabilities at the
reporting date may also be categorised as follows:

 

Financial assets are included in the Statement of Financial Position within
the following headings:

 

                                                Group
                                                2025     2024

                                                £'000    £'000
 Trade and other receivables (Note 17)
 - Financial assets recorded at amortised cost  58,747   52,012
 Cash and cash equivalents
 - Financial assets recorded at amortised cost  17,137   22,817
 Total                                          75,884   74,829

 

Financial liabilities are included in the Statement of Financial Position
within the following headings:

 

                                                     Group
                                                     2025     2024

                                                     £'000    £'000
 Leases (Note 22)
 - Financial liabilities recorded at amortised cost  1,416    2,070
 Trade and other payables (Note 19)
 - Financial liabilities recorded at amortised cost  41,196   42,851
 Total                                               42,612   44,921

 

 

 

 

22    Leases

The Statement of Financial Position reports the following amounts related to
leases where the Group is a lessee:

 

 Right-of-use assets                                                            Buildings  Vehicles  Other    Total

                                                                                £'000      £'000     £'000    £'000
 Cost                      At 1 August 2023                                     7,037      60        8        7,105
                           Additions                                            1,225      44        21       1,290
                           Disposals                                            (2,814)    -         -        (2,814)
                           Derecognition of assets sub-let to third parties(2)  (166)      -         -        (166)
                           Effect of movement in exchange rates                 (7)        -         -        (7)
                           At 31 July 2024                                      5,275      104       29       5,408
                           At 1 August 2024                                     5,275      104       29       5,408
                           Additions                                            19         372       8        399
                           Disposals                                            (1,270)    (22)      (9)      (1,301)
                           Derecognition of assets sub-let to third parties(2)  (97)       -         -        (97)
                           Effect of movement in exchange rates                 1          -         -        1
                           At 31 July 2025                                      3,928      454       28       4,410
 Accumulated depreciation  At 1 August 2023                                     5,185      40        7        5,232

 and impairment
                           Depreciation charge                                  1,009      14        7        1,030
                           Disposals                                            (2,814)    -         -        (2,814)
                           Reversal of impairment(3)                            (42)       -         -        (42)
                           Derecognition of assets sub-let to third parties(2)  (124)      -         -        (124)
                           Effect of movement in exchange rates                 (2)        -         -        (2)
                           At 31 July 2024                                      3,212      54        14       3,280
                           At 1 August 2024                                     3,212      54        14       3,280
                           Depreciation charge                                  934        87        8        1,029
                           Disposals                                            (1,270)    (22)      (9)      (1,301)
                           Derecognition of assets sub-let to third parties(1)  (78)       -         -        (78)
                           At 31 July 2025                                      2,798      119       13       2,930

 Net book value            At 31 July 2024                                      2,063      50        15       2,128
                           At 31 July 2025                                      1,130      335       15       1,480

 

1     The Group previously entered into a sublease arrangement in October
2022 with a third party to sublet its Canadian office. During the current
year, the terms of the agreement were modified following an increase in the
proportion of leased space occupied by the tenant. The required portion of the
right-of-use asset has been derecognised in line with the requirements of IFRS
16. Finance lease receivables of £19,000 were recognised in other
receivables.

2     During the prior year, the Group entered into sublease arrangements
with a third party to sublet one of its UK offices. The right-of-use asset has
been derecognised in line with the requirements of IFRS 16. Finance lease
receivables of £38,000 were recognised in other receivables.

3     An impairment recorded in FY22 was partially reversed upon
sub-letting of an office property to a third party during the prior year.

 

At 31 July 2025, included within property right-of-use assets is costs of
£326,000 (2024: £327,000) and net book value of £72,000 (2024: £118,000)
relating to dilapidation assets.

 

Lease liabilities

 

              2025                                   2024
              Buildings  Vehicles  Other    Total    Buildings  Vehicles  Other    Total

              £'000      £'000     £'000    £'000    £'000      £'000     £'000    £'000
 Current      740        118       6        864      818        29        6        853
 Non-current  320        224       8        552      1,182      29        6        1,217
 Total        1,060      342       14       1,416    2,000      58        12       2,070

 

Lease liabilities for properties have lease terms of between one and three
years.

 

The discount rates used to measure the lease liabilities at 31 July 2025 range
between 2.1% to 7.3% for properties (2024: 2.1% to 7.3%), 4.7% to 9.0% for
vehicles (2024: 4.7% to 9.0%) and 11.3% to 11.5% for other leases (2024:
10.01% to 11.5%).

 

Reconciliation of lease liabilities movement in the year

 

                                        Buildings  Vehicles  Other    Total

                                        £'000      £'000     £'000    £'000
 At 1 August 2023                       1,785      33        3        1,821
 Additions                              1,208      46        21       1,275
 Lease payments                         (1,048)    (23)      (13)     (1,084)
 Interest expense of lease liabilities  60         2         1        63
 Effect of movement in exchange rates   (5)        -         -        (5)
 At 31 July 2024                        2,000      58        12       2,070
 At 1 August 2024                       2,000      58        12       2,070
 Additions                              19         372       8        399
 Lease payments                         (1,031)    (108)     (7)      (1,146)
 Interest expense of lease liabilities  71         20        1        92
 Effect of movement in exchange rates   1          -         -        1
 At 31 July 2025                        1,060      342       14       1,416

 

 

Amounts in respect of leases recognised in the Income Statement

                                                                             2025     2024

                                                                             £'000    £'000
 Depreciation expense of right-of-use assets                                 1,029    1,030
 Interest expense on lease liabilities                                       92       63
 Expense relating to leases of low-value assets (included in administrative  73       104
 expenses)

 

Total cash outflow for leases in the year was £1,220,000 (2024: £1,251,000).

 

 

 

 

23    Share Capital

 

Authorised share capital:

                                                               2025     2024

                                                               £'000    £'000
 40,000,000 (2024: 40,000,000) ordinary shares of £0.01 each   400      400

 

Allotted, called up and fully paid:

                                                               2025     2024

                                                               £'000    £'000
 31,532,686 (2024: 31,532,686) ordinary shares of £0.01 each   315      315

 

The number of shares in issue by the Company is shown below:

                                 2025    2024

                                 '000    '000
 In issue at 1 August            31,533  31,857
 Exercise of LTIP share options  -       99
 Shares cancelled                -       (423)
 In issue at 31 July             31,533  31,533

 

The Company has one class of ordinary shares. Each share is entitled to one
vote in the event of a poll at a general meeting of the Company. Each share is
entitled to participate in dividend distributions.

 

Share buyback and cancellation

During the year, there were no share buyback transactions. In FY24, the
Company made market purchases of, and subsequently cancelled, 423,000 of its
own ordinary shares as part of a public share buyback. The buyback and
cancellation were approved by shareholders at the Annual General Meeting held
in December 2022. The shares were acquired at an average price per share of
£1.18, with prices ranging from £1.05 to £1.29. The total cost of the share
buyback, financed from the Group's cash reserves, was £nil (2024: £502,000)
which was deducted from retained earnings. On cancellation, the aggregate
nominal value of shares was transferred out of share capital to the capital
redemption reserve.

 

Share Options: Long-Term Incentive Plan (LTIP)

Share option arrangements exist over the Company's shares, awarded under the
LTIP to incentivise Executive Directors and senior management to maximise the
Group's medium and long term performance and therefore drive higher returns
for shareholders.

 

During the period the Group granted share options under the Long-Term
Incentive Plan ("LTIP") for Executive Directors and senior management.
1,147,431 share options with an exercise price of £0.01 each were granted on
11 December 2024 to members of staff to be held over a three-year vesting
period and are subject to various performance conditions. All share options
have a life of 10 years from grant date and are equity settled on exercise.

 

Under the LTIP, participants are granted options which vest if certain
performance conditions are met over the vesting period, typically three years.
Performance conditions upon which option vesting is assessed in current live
grants include total shareholder return (TSR) ranking, growth in adjusted
earnings per share (EPS), growth in underlying profit before tax (PBT) and
reduction in people attrition.

 

Once vested, each option may be converted into one ordinary share of the
Company for consideration of £0.01 or above. The options remain exercisable
for a period of up to 10 years from the grant date.

 

Participation in the LTIP and the quantum and timing of awards is at the
Board's discretion, and no individual has a contractual right to receive any
guaranteed benefits.

 

An employee benefit trust (the Apex EBT) exists as a branch of Gattaca plc to
purchase Company shares to settle LTIP share-based payment arrangements that
are due to vest in the future. Apex Financial Services Limited is appointed as
the Trustee and administrator to this EBT. During the year, the Apex EBT
purchased 291,000 (2024: 240,000) Company shares and transferred 20,610 (2024:
61,446) Company shares to beneficiaries of the LTIP. At 31 July 2025 the Apex
EBT held 688,944 (2024: 418,554) shares of Gattaca plc.

 

 

 

 

 

 

 

 

The movement in LTIP share options is shown below:

 

                          2025                                                                   2024
                          Number  Weighted average exercise price  Weighted average share price  Number  Weighted average exercise price  Weighted average share price

                          '000    (pence)                          (pence)                       '000    (pence)                          (pence)
 Outstanding at 1 August  1,941   1.0                                                            1,717   1.0
 Granted                  1,147   1.0                                                            817     1.0
 Forfeited/lapsed         (516)   1.0                                                            (433)   1.0
 Exercised                (21)    1.0                              81.5                          (160)   1.0                              115.0
 Available for exercise   (24)    1.0                                                            -       -
 Expired                  -       1.0                                                             -      1.0
 Outstanding at 31 July   2,527   1.0                                                            1,941   1.0

 Exercisable at 31 July   24      1.0                                                            194     1.0

 

The numbers and weighted average exercise prices of LTIP share options vesting
in the future are shown below:

 

                         2025                                                                               2024
 Exercisable from        Weighted average remaining contract life  Number  Weighted average exercise price  Weighted average remaining contract life  Number  Weighted average exercise price

                         (months)                                  '000    (pence)                          (months)                                  '000    (pence)
 16 December 2024         -                                         -      -                                5                                         351     1.0
 9 May 2025              -                                         -       -                                9                                         130     1.0
 6 December 2025          4                                        729     1.0                              16                                        729     1.0
 1 December 2026         16                                        717     1.0                              28                                        731     1.0
 1 December 2027          28                                       1,081   1.0                              -                                         -       -
 Outstanding at 31 July                                            2,527                                                                              1,941

 

 

Fair value of LTIP options granted

For LTIP share options granted during the year, the fair value at grant date
was independently determined with the valuation method depending on the
performance condition:

 

·      Fair values of NFI, EPS, PBT, sales high performers, diversity in
leadership and people attrition awards are determined using the Black-Scholes
model with reference to the share price at grant date, discounted to exclude
any expected dividends.

 

·      Fair value of TSR awards is determined using a Monte Carlo
simulation model that takes into account the probability of achieving the
performance conditions, based on the expected volatility of the Company and
the comparator companies.

 

The model inputs and associated fair values determined for options granted
during the year are as follows:

 

                                                 2025                                                                                                     2024

                                                 NFI, EPS,                                                 TSR                                            NFI,EPS,           TSR

PBT, Sales high performers, diversity in leadership and
PBT and

people attrition
people attrition
 Exercise price (£)                              0.01                                                      0.01                                           0.01               0.01
 Grant date                                      11/12/2024                                                11/12/2024                                     06/12/2023         06/12/2023
 Expiry date                                     01/12/2034                                                01/12/2034                                     01/12/2033         01/12/2033
 Share price at grant date (£)                   0.85                                                      0.85                                           1.22               1.22
 Expected volatility of the Company's shares(1)  52.30%                                                    45.25%                                         59.63%             59.58%
 Expected dividend yield                         3.00%                                                     3.00%                                          5.00%              5.00%
 Risk-free rate                                  4.03%                                                     4.03%                                          4.15%              4.15%
 Fair value per option at grant date (£)         0.77                                                                           0.50                      1.04               0.82

 

1     Expected volatility was calculated independently, by using the
historical daily share price of the Company over a term commensurate with the
expected life of the award.

 

At 31 July 2025, liabilities arising from share-based payment transactions
total £75,000 (31 July 2024: £48,000). This relates to a provision for
employer's National Insurance contributions that would be payable on exercise
of LTIP share options.

 

Other share-based payment arrangements

The Group operates a Share Incentive Plan (SIP), which is a HMRC approved plan
available to all employees enabling them to purchase shares out of pre-tax
salary at the current market value. For each share purchased the Company
grants an additional matching share at no cost to the employee which vests
after a three year period of employment. Matching shares are forfeited if the
employee resigns or sells the purchased shares before the vesting date. For
the purposes of valuing shares and to arrive at the corresponding share-based
payment charge, management uses the market price at which matching shares were
purchased at the time of their allocation to an employee's account. During the
year the Company purchased 104,013 shares (2024: 68,670) under this scheme.

 

The Share Incentive Plan (SIP) is held by an Employee Benefit Trust (the SIP
EBT) for tax purposes. The SIP EBT buys Company shares at market value with
funds from the Group and employees, and shares held by the SIP EBT are
distributed to employees once vesting conditions are satisfied.

 

Following a reassessment of the accounting treatment, the results of the SIP
for the financial years ended FY24 and FY25 have been consolidated into the
financial statements of Gattaca Plc. Gattaca Plc is the sponsoring entity and
the SIP is deemed to be an extension of the Company for accounting purposes.
This reassessment also led to a reclassification of SIP shares within the
Consolidated Statement of Changes in Equity. This had no impact on the group
financial statements.

 

This accounting treatment is in accordance with applicable financial reporting
standards and is consistent with the approach adopted for the Group's other
employee benefit trust, the APEX EBT.

 

As at 31 July 2025, excess funds of £55,000 (2024: £64,000) were held by the
SIP EBT and the Apex EBT, which has been included in cash and cash
equivalents.

 

 

 

Expenses arising from equity-settled share-based payment transactions

The following expenses or credits were recognised in the Income Statement in
relation to equity-settled share-based payment arrangements:

 

                           2025     2024

                           £'000    £'000
 Long-Term Incentive Plan  226      156
 Share Incentive Plan      67       45
 Total                     293      201

 

24    Transactions with Directors and Related Parties

During the year, the Group purchased services amounting to £11,900 (2024:
£nil) from Preventicum UK Limited, a related entity by virtue of common
Directorship. As at 31 July 2025, there were no outstanding balances arising
from transactions with related parties (2024: £nil).

 

There were no other related party transactions with entities outside of the
Group.

 

The remuneration of key management personnel is disclosed in Note 5.

 

 

25    Financial Instruments

The financial risk management policies and objectives including those related
to financial instruments and the qualitative risk exposure details, comprising
credit and other applicable risks, are included within the Chief Financial
Officer's report under the heading 'Group financial risk management'.

 

Maturity of financial liabilities

The following table sets out the contractual maturities of financial
liabilities, including interest payments. This analysis assumes that interest
rates prevailing at the reporting date remain constant:

 

 Group                     0 to           1 to           2 to           5 years    Contractual cash flows

                           < 1 years      < 2 years      < 5 years      and over   £'000

                           £'000          £'000          £'000          £'000
 2025
 Lease liabilities         1,024          419            118            11         1,572
 Trade and other payables  36,133         -              -              -          36,133
 Total                     37,157         419            118            11         37,705

 

 Group                     0 to           1 to           2 to           5 years    Contractual cash flows

                           < 1 years      < 2 years      < 5 years      and over   £'000

                           £'000          £'000          £'000          £'000
 2024
 Lease liabilities         1,000          882            301            -          2,183
 Trade and other payables  38,437         -              -              -          38,437
 Total                     39,437         882            301            -          40,620

 

Company

The Company had no financial liabilities at the reporting date (2024: £nil)
other than amounts due to Group undertakings, which are unsecured and
repayable on demand.

 

Interest rate sensitivity

The Group's exposure to fluctuations in interest rates on borrowings is
limited to its recourse working capital facility, as explained in Note 20. The
Directors have considered the potential increase in finance costs and
reduction in pre-tax profits due to increases in the Bank of England's base
rate over a range of possible scenarios. Having performed sensitivity
analysis, based upon the actual utilisation of the facility during the year
ended 31 July 2025, the effect of a 100 basis point increase in interest rates
would be an increase to the 2025 net interest expenses of £4,000 (2024:
£2,000).

 

Borrowing facilities

The Group makes use of working capital facilities, details of which can be
found in Note 20. The undrawn working capital facilities available at year end
in respect of which all conditions precedent had been met was as follows:

 

                                   Group
                                   2025     2024

                                   £'000    £'000
 Undrawn working capital facility  33,770   29,942

 

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group has a robust approach to
forecasting both net cash/(debt) and trading results on a monthly basis,
looking forward to at least the next 12 months. At 31 July 2025, the Group had
agreed banking facilities with HSBC totalling £50m (2024: £50m) comprised
solely of a £50m invoice financing working capital facility (2024: £50m
invoice financing working capital facility). The Directors consider that the
available financing facilities in place are sufficient to meet the Group's
forecast cash flows.

 

Foreign currency risk

The Group's principal foreign currency risk is the short-term risk associated
with the trade receivables denominated in US Dollars and Euros relating to the
UK operations whose functional currency is Sterling. The risk arises on the
difference between exchange rates at the time the invoice is raised to when
the invoice is settled by the client. For sales denominated in foreign
currency, the Group ensures that direct costs associated with the sale are
also denominated in the same currency. Further foreign exchange risk arises
where there is a gap in the amount of assets and liabilities of the Group
denominated in foreign currencies that are required to be translated into
Sterling at the year end rates of exchange. Where the risk to the Group is
considered to be significant, the Group will enter into a matching forward
foreign exchange contract with a reputable bank. No such contracts existed at
31 July 2025.

 

 

Net foreign currency monetary assets are shown below:

 

            Group
            2025     2024

            £'000    £'000
 US Dollar  1,059    1,447
 Euro       806      756

 

The Directors have considered the effect of a change in the Sterling exchange
rate with the US Dollar and Euro on the balances of cash, aged receivables and
aged payables held at the reporting date, assuming no other variables have
changed. The effect of a 10% (2024: 10%) strengthening and weakening of
Sterling against the US Dollar and Euro is set out below. The Group's exposure
to other foreign currencies is not material.

 

 

                                                     Group
                                                     2025     2024

                                                     £'000    £'000
 USD / EUR exchange rate - increase 10% (2024: 10%)  163      192
 USD / EUR exchange rate - decrease 10% (2024: 10%)  (139)    (163)

 

The Company only holds balances denominated in its functional currency and so
is not exposed to foreign currency risk.

 

 

 

26    Capital Management Policies and Procedures

Gattaca plc's capital management objectives are:

 

•    to ensure the Group's ability to continue as a going concern;

•    to provide an adequate return to shareholders; and

•    by pricing products and services commensurately with the level of
risk.

 

The Group monitors capital on the basis of the carrying amount of equity as
presented in the Statement of Financial Position.

 

The Group sets the amount of capital in proportion to its overall financing
structure, i.e. equity and financial liabilities. The Group manages the
capital structure and makes adjustments in the light of changes in economic
conditions and risk characteristics of the underlying assets. Capital for the
reporting year under review is summarised as follows:

 

                                     Group
                                     2025      2024

                                     £'000     £'000
 Total equity                        29,367    28,304
 Cash and cash equivalents           (17,137)  (22,817)
 Capital                             12,230    5,487

 Total equity                        29,367    28,304
 Lease liabilities                   1,416     2,070
 Overall financing                   30,783    30,374

 Capital to overall financing ratio  40%       18%

 

 

27    Net Cash

Net cash is the total amount of cash and cash equivalents less
interest-bearing loans and borrowings, including finance lease liabilities.

 

Net cash flows include the net drawdown of loans and borrowings and cash
interest paid relating to loans and borrowings.

 

 2025                       1 August  Net cash flows  Non-cash movements(1)  31 July

                            2024      £'000           £'000                  2025

                            £'000                                            £'000
 Cash and cash equivalents  22,817    (5,660)         (20)                   17,137
 Lease liabilities          (2,070)   1,146           (492)                  (1,416)
 Total net cash             20,747    (4,514)         (512)                  15,721

 

 

 2024                       1 August  Net cash flows  Non-cash movements  31 July

                            2023      £'000           £'000               2024

                            £'000                                         £'000
 Cash and cash equivalents  23,375    (123)           (435)               22,817
 Lease liabilities          (1,821)   1,147           (1,396)             (2,070)
 Total net cash             21,554    1,024           (1,831)             20,747

 

1     Non-cash movements includes impairment of cash and cash equivalents
of £nil (2024: £408,000).

 

 

 

 

 

Restricted cash

Included in cash and cash equivalents is the following restricted cash which
meets the definition of cash and cash equivalents but is not available for use
by the Group:

 

                                                                              2025     2024

                                                                              £'000    £'000
 Balances arising from the Group's non-recourse working capital arrangements  -        16
 Cash on deposit in accounts controlled by the Group but not available for    682      706
 immediate drawdown
 Total restricted cash                                                        682      722

 

During the prior year, the Group impaired its cash on deposit in Russia due to
the increased credit risk associated with the financial and regulatory
sanctions imposed on and by Russia.

 

 

28    Contingent Liabilities

 

We continue our cooperation with the United States Department of Justice and
in the year ended 31 July 2025 have incurred £nil (2024: £nil) in advisory
fees on this matter. The Group is not currently in a position to know what the
outcome of these enquiries may be and therefore we are unable to quantify the
likely outcome for the Group.

The Directors are aware of other potential claims against the Group from a
client which may result in a future liability. The Group considers that at the
date of approval of these Financial Statements, the likelihood of a future
material economic outflow and timing of outflow is not probable, and an
estimate of any future economic outflow cannot be measured reliably, therefore
no provision is being made

While the Group has taken all reasonable steps to comply with applicable tax
laws, certain non-UK filings remain outstanding and there remains a risk that
penalties and interest for late filings may be imposed by local tax
authorities. Due to the uncertainty surrounding the interpretation of local
tax laws and the absence of formal assessments, it is not possible to reliably
estimate the financial impact of all potential liabilities that may arise.

 

29    Dividends

                                                                               2025     2024

                                                                               £'000    £'000
 Equity dividends proposed after the year end (not recognised as a liability)  617      778
 at 2 pence per share (2024: 2.5 pence per share)

 

Dividends paid in the year totalled £1,087,000, consisting of the 2024 final
dividend (2.5 pence per share) and 2025 interim dividend (1 pence per share).

 

 

30    Events After the Reporting Date

 

On 4 August 2025, the Group acquired the entire issued share capital of
InfoSec People Limited, a specialist cyber security recruitment consultancy
based in the UK. The total consideration was £2.1m, comprising an initial
payment of £1.5m and deferred consideration of up to £0.6m, payable over the
next four years and subject to performance criteria being met by InfoSec.

 

As the acquisition occurred after the reporting date, it is classified as a
non-adjusting event under IAS 10. Accordingly, no adjustments have been made
to the financial statements for the year ended 31 July 2025. The Group is
currently assessing the fair value of the identifiable assets and liabilities
acquired, and further details will be disclosed in the next reporting period.

 

 

31    Subsidiary Undertakings

The subsidiary undertakings at the year end are as follows:

 

                                                  Registered Office Note  Country of      Share Class  % Held 2025  % Held 2024  Main Activities

                                                                          Incorporation
 Cappo Group Limited(1)                           1                       United Kingdom  Ordinary     100%         100%         Holding
 Cappo International Limited(1)                   1                       United Kingdom  Ordinary     100%         100%         Non-trading
 CommsResources Limited(1)                        1                       United Kingdom  Ordinary     100%         100%         Non-trading
 Gattaca Projects Limited(1)                      1                       United Kingdom  Ordinary     100%         100%         Engineering and technical services via Statement of Work
 Matchtech Group (Holdings) Limited(1)            1                       United Kingdom  Ordinary     100%         100%         Holding
 Matchtech Group (UK) Limited(1)                  1                       United Kingdom  Ordinary     100%         100%         Provision of recruitment consultancy
 Networkers International (UK) Limited(1)         1                       United Kingdom  Ordinary     100%         100%         Holding
 Networkers International Limited(1)              1                       United Kingdom  Ordinary     100%         100%         Holding
 Resourcing Solutions Limited(1)                  1                       United Kingdom  Ordinary     100%         100%         Provision of recruitment consultancy
 The Comms Group Limited(1)                       1                       United Kingdom  Ordinary     100%         100%         Holding
 Gattaca BV                                       1                       Netherlands     Ordinary     100%         100%         Non-trading
 Gattaca GmbH                                     2                       Germany         Ordinary     100%         100%         Non-trading
 Gattaca Information Technology Services SLU      3                       Spain           Ordinary     100%         100%         Provision of recruitment consultancy
 Cappo Inc.(2)                                    4                       United States   Ordinary     100%         100%         Non-trading
 Networkers Inc.                                  4                       United States   Ordinary     100%         100%         Provision of recruitment consultancy
 Networkers International (Canada) Inc.           5                       Canada          Ordinary     100%         100%         Provision of recruitment consultancy
 Gattaca Mexico Services, S.A. de C.V             6                       Mexico          Ordinary     100%         100%         Non-trading
 NWI Mexico, S. de R.L. de C.V.                   6                       Mexico          Ordinary     100%         100%         Non-trading
 Gattaca Services South Africa Pty Limited        7                       South Africa    Ordinary     100%         100%         Provision of support services
 Networkers International (China) Co. Limited     8                       China           Ordinary     100%         100%         Non-trading
 Networkers International (Malaysia) Sdn Bhd      9                       Malaysia        Ordinary     100%         100%         Non-trading
 Cappo Qatar LLC(3)                               10                      Qatar           Ordinary     49%          49%          Non-trading
 Networkers Consultancy (Singapore) PTE. Limited  11                      Singapore       Ordinary     100%         100%         Non-trading

 

 

In addition, the following subsidiaries and branches were liquidated during
the financial year:

 

                                             Registered Office Note  Country of Incorporation  Share Class  % Held at closure  % Held 2024  Main Activities
 Alderwood Education Ltd                     1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Barclay Meade Ltd                           1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Connectus Technology Limited                1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Gattaca Solutions Limited                   1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Matchtech Group Management Company Limited  1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Networkers Recruitment Services Limited     1                       United Kingdom            Ordinary     100%               100%         Non-trading
 Networkers International LLC                4                       United States             Ordinary     100%               100%         Non-trading
 CommsResources Sdn Bhd                      9                       Malaysia                  Ordinary     100%               100%         Non-trading

 

 

1     For the year ended 31 July 2025, Gattaca plc has provided a legal
guarantee dated 22 October 2025 under s479a-s479c of the Companies Act 2006 to
these subsidiaries for audit exemption.

2     Cappo Inc., a subsidiary registered in the United States, was
formally dissolved and removed from the US company register on 6 August 2025.

3     Cappo Qatar LLC is considered to be a subsidiary as Gattaca plc has
control over this entity.

 

 

All holdings by Gattaca plc are indirect except for Matchtech Group (Holdings)
Limited, Gattaca GmbH and Matchtech Group Management Company Limited.

 

The Group's Share Incentive Plan (SIP) is held by Gattaca plc UK EBT ('the SIP
EBT'). The Group and Company has control over the SIP EBT and therefore it has
been consolidated in the Group and Company's results.

 

Gattaca plc has a branch for an Employee Benefit Trust ('the Apex EBT'). Apex
Financial Services Limited is the Trustee and the administrator to this EBT.
The Group and Company has control over the Apex EBT and therefore it has been
consolidated in the Group and Company's results.

 

 

 Registered office addresses
 1   1450 Parkway, Solent Business Park, Whiteley, Fareham, Hampshire, PO15 7AF,
     United Kingdom
 2   c/o ETL Breiler & Schnabl GmbH, Steuerberatungsgesellschaft,
     Bahnhofstraße, 55-57, 65185 Wiesbaden, Germany
 3   Calle General, Moscardo 6. Espaco Office, Madrid 28020, Spain
 4   c/o Gottfried Alexander Law firm, 1505 West Sixth, Austin, Tx 78703, USA
 5   Brookfield Place, 181 Bay St. Suite 4400, Toronto, ON M5J 2T3, Canada
 6   Avenida Paseo de la Reforma No. 296 Piso 15 Oficina A, Colonia Juárez,
     Delegación Cuauhtémoc, Código Postal 06600. Ciudad de México, Mexico
 7   201 Heritage House, 21 Dreyer Street, Claremont, 7708, South Africa
 8   B-2701, Di San Zhi Ye Building, No. A1 Shuguang Xili, Chao Yang District,
     Beijing, China
 9   6th Floor, Menara Boustead, 69, Jalan Raja Chulan, 50200 Kuala Lumpur,
     Malaysia
 10  Suite #204, Office #40 Al Rawabi Street, Muntazah, Doha, State of Qatar. PO
     Box 8306
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