For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260217:nRSQ2437Ta&default-theme=true
RNS Number : 2437T IDOX PLC 17 February 2026
17 February 2026
Idox plc
('Idox' or the 'Group' or the 'Company')
FY25 Results
"A solid financial performance in FY25"
Idox plc (AIM: IDOX), a leading supplier of specialist information management
software and geospatial data solutions to the public and asset intensive
sectors, is pleased to report its financial results for the year ended 31
October 2025.
Financial highlights
Reconciliations between adjusted and statutory earnings are contained at the
end of this announcement.
2025 2024 % change
Revenue:
Revenue £89.8m £87.6m 3%
Recurring Revenues(1) £59.7m £54.5m 10%
Profit:
Adjusted(2) EBITDA £27.0m £26.1m 4%
Adjusted(2) EBITDA margin 30% 30% -
Statutory operating profit £10.5m £10.0m 5%
Statutory operating profit margin 12% 11% 9%
Statutory profit before tax £8.6m £8.1m 6%
Adjusted(3) diluted EPS 2.72p 2.61p 4%
Statutory diluted EPS 1.34p 1.15p 17%
Cash:
Free cashflow(5) £9.5m £11.6m (19%)
Cash generated from operating activities before taxation £21.3m £25.2m (16%)
Net debt(4) £13.3m £9.9m (34%)
Operational highlights:
· Record full year order intake up 6% on FY24 to £108m (2024:
£102m), reflecting our quality customer base and providing good visibility
into FY26, including significant contract wins in all three divisions, with
North Yorkshire Council, Sheffield City Council, Severn Trent plc, Vodafone
plc, the Scottish Government. EIM saw significant order intake in the year
which included Terrapower and Berkshire Hathaway Energy amongst others,
creating a strong orderbook for FY26 and beyond.
· Good performance in LPPP driven by our geospatial offerings
partially offset by the cyclical effects of non-recurring revenue, and in
Assets, where EIM and Transport delivered increased revenue. Communities
performed as anticipated with revenue slightly lower than the previous year
due to the General Election in 2024, which reduced the headline level of
revenue growth for the Group as whole.
· Acquisition of Plianz, a UK-based provider of Health and Social
Care Solutions, in May 2025 for an initial enterprise value of £7.65m in
cash. This was followed up with the asset purchase of Ayup for £0.3m in cash
shortly after the year end further enhancing the Group's social care
technological capabilities.
· Increase in net debt reflects the acquisition of Plianz during
the year.
· Continued investment and growth in our India Global Capability
Centre (GCC) based operations providing increased levels of services, support
and customer satisfaction.
Offer from Frankel UK Bidco Limited
On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited
('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path')
and the Company announced that they had reached agreement on the terms of a
recommended all cash acquisition of the entire issued and to be issued share
capital of the Company at a price of 71.5 pence per share, to be implemented
by way of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The scheme document in respect of the proposed acquisition
was published and made available to Idox Shareholders on 20 November 2025. On
15 December 2025, the Court meeting and the General meeting in connection with
the proposed scheme of arrangement were each adjourned to provide further time
for discussions with Idox shareholders and to allow Idox shareholders
additional time to consider the acquisition.
On 5 January 2026, in order to increase the certainty of the proposed
acquisition, Bidco determined, with the consent of Idox and the Takeover
Panel, to change the transaction structure, electing to proceed by way of a
recommended contractual takeover offer with the acceptance condition being set
at a level that would result in Bidco holding Idox shares carrying in
aggregate more than 50 per cent. of the voting rights normally exercisable at
general meetings of the Company. Idox shareholders have been able to accept
the offer from the date of the posting of the offer document, which was 15
January 2026. A contractual takeover conducted in accordance with the
requirements of the UK Takeover Code typically runs for a period of 60 days
from the posting of the offer document. Day 60 is the latest date by which the
offer must become unconditional or lapse. Day 60 for UK Takeover Code purposes
is 16 March 2026. The offer timetable is however capable of being suspended or
extended by each of Idox and Bidco with the consent of the Takeover Panel in
certain specified circumstances. Shareholders will be kept updated at relevant
intervals throughout the offer period.
In view of the recommended offer from Bidco, the Board is not recommending a
dividend for FY25. Should the contractual takeover offer from Bidco not become
unconditional and ultimately lapse, the Board anticipates reinstating the
dividend in FY26.
David Meaden, Chief Executive of Idox said:
"We are pleased to have delivered a solid performance in 2025, featuring a 3%
growth in revenue and increased Adjusted EBITDA. This has been driven by
growth in our strong portfolio of distinctive products and data offerings
which hold substantive market positions.
We acquired Plianz during 2025, which is trading in line with our
expectations, with the team benefiting from exposure to a wider customer base.
During 2025, following an extensive period of due diligence, the Board
received an offer for the business from one of our major shareholders, Long
Path Partners through their chosen bid vehicle. The Board has unanimously
recommended the offer.
We have made an encouraging start to FY26, with trading in line with the
Board's expectations."
For further information please contact:
Idox plc +44 (0) 333 011 1200
Chris Stone, Non-Executive Chairman investorrelations@idoxgroup.com
David Meaden, Chief Executive Officer
Anoop Kang, Chief Financial Officer
Peel Hunt LLP (NOMAD and Broker) +44 (0) 20 7418 8900
Neil Patel
Benjamin Cryer
Kate Bannatyne
Alice Lane
MHP + 44 (0) 7855 447944
Reg Hoare idox@mhpgroup.com (mailto:mhpc@idoxgroup.com)
Matthew Taylor
Finn Taylor
About Idox plc
For more information see www.idoxplc.com
(https://protect.checkpoint.com/v2/r06/___http:/www.idoxplc.com/___.ZXV3MjpuZXh0MTU6YzpvOjJkODQzYTBmMjI1NGYyMDJmZmVjZDIzM2E5OTg1NTNhOjc6MTRjZjoyMTUwMTkwOWUzNWFhNTQ3NjQxMTY2NjNjNzI5ODI5NWYwYjdhNGMyY2E0MDc2YTVhMzE2ZGRjMWYzMGQ5ZTRhOnA6RjpU)
@Idoxgroup
Alternative Performance Measures (APMs)
The Group uses these APMs, which are not defined or specified under
International Financial Reporting Standards, as this is in line with the
management information requested and presented to the decision makers in our
business; and is consistent with how the business is assessed by our debt and
equity providers.
(1) Recurring revenue is defined as revenues associated with access to a
specific ongoing service, with invoicing that typically recurs on an annual
basis and underpinned by either a multi-year, rolling contract or highly
repeatable services. These services include Support & Maintenance, SaaS
fees, Hosting services, and some Managed service arrangements which involve a
fixed fee irrespective of consumption.
(2) Adjusted EBITDA (earnings before interest, tax, depreciation and
amortisation) is defined as earnings before amortisation, depreciation,
transaction and strategic project costs, acquisition costs, impairment,
financing costs and share option costs.
(3) Adjusted EPS excludes amortisation on acquired intangibles, transaction
and strategic project costs, financing, impairment, share option and
acquisition costs.
(4) Net debt is defined as the aggregation of cash, bank borrowings and
long-term bond. This differs from a similar measure under IFRS, which would
also include lease liabilities as debt. The definition used is consistent with
that used within the Group's banking arrangements.
(5) Free cashflow is defined as net cashflow from operating activities after
taxation less capital expenditure and lease payments.
Annual financial report announcement
The extracts below are from the Annual Financial Report 2025. Note references
refer to notes included in this Annual Financial Report Announcement 2025.
Chair's statement
Introduction
I am pleased to be able to report a positive set of results to all of our
shareholders and other stakeholders for the financial year ended 31 October
2025. This is the seventh year in a row that we have grown revenues and
Adjusted EBITDA, with good cash generation. This is an excellent track record
delivered by the whole Idox team.
The business has maintained its trajectory of improving our core, organic
metrics whilst continuing to look for complementary acquisitions. We completed
the small acquisition of Plianz during the year, and the asset purchase of
Ayup shortly after the year end, both in the Social Care segment, to extend
our customer footprint and build our portfolio of complementary products.
Total revenue growth was slower than in previous years at 3%, as we saw our
non-recurring revenue decline, particularly due to the cyclical slowdown in
Elections revenues, but our recurring revenue, including a contribution from
our acquisition of Plianz, grew at 10%. This is a very positive indicator for
the future of the Group. To reinforce this outlook, we enjoyed a record order
book intake of £108m.
As a result of the change in revenue mix, profit growth was slower than in
previous years, but we still grew our Adjusted EBITDA to £27.0m, which is
also a record for the business, as well as the underlying operating profit
margin.
Towards the end of the financial year the Board received an offer for the
business from our second largest shareholder for a cash purchase of all the
shares that they do not currently own. This bid received the unanimous support
of the Idox PLC Board, and is currently the subject of an offer process that
is being considered by all shareholders. Further details on the offer can be
found in the Financial and Operating Highlights of this announcement.
Whilst the bid is recommended by the Board, it has required a significant
effort from many people in the business to meet the due diligence and
information sharing requirements that have enabled the bid to be tabled. I am
very grateful to the entire management team for managing this additional
workload at the same time as delivering another record year of trading.
Performance towards achieving our internal goal of 35% Adjusted EBITDA margin
remained static at 30% as we worked through the integration of our
acquisitions and managed a cyclical downturn in our non-recurring revenues. We
still have some improvements to come in that area through the benefits of the
integration of our previous acquisitions, but we are also making a big effort
to ensure that we are seeing appropriate levels of return on our continuing
investment in product development. As a business with strongly differentiated
Intellectual Property (IP) at its heart, continuous investment in innovation
and development is essential, but we recognise the need to ensure excellent
Return on Investment (RoI) for those investments. This has become a
significant focus for the management team.
After a period of flux that started with the COVID pandemic, Idox has now
established successful patterns of working across all of our operations. We
have a positive blend of home and office work, and essential and non-essential
travel, that allows our colleagues to be efficient but also continue to
benefit from the lifelong development and learning opportunities that are an
important part of corporate, office life. Employers need to work hard and
creatively to enable appropriate new ways of working that meet all these new
requirements without allowing a drop in the most important thing, excellent
customer service. I have been impressed by the continuing positive attitudes
and behaviours of all our colleagues at Idox, which have enabled this ongoing
strong performance. We will continue to work to ensure that we maintain the
right blend of work experience that meets our colleagues needs whilst also
ensuring the continuous development of our skills and capabilities.
Cultural development is an essential part of this value. It is not only
important for the employees themselves that we create a strong and thriving
culture, where all of our colleagues feel valued and appreciated, but it is
also an essential component in delivering value to our customers. It is clear
to me that customers know when they are supported by an organisation that has
a strong and positive culture, and indeed cultural alignment can be a very
strong driver of customer satisfaction. At Idox, customer satisfaction remains
very strong, and this is driven by the fact that we have a very clear set of
shared values, that hold quality, customer value, owning commitments and
"doing the right thing" as essential and non-negotiable elements of the Idox
experience. It is with these values in mind that we continue to develop talent
within the business creating an environment where growth and innovation is a
natural output of our work together.
Group strategy
There has been no change to the core strategy that the Group has been
following for the past few years. The Group remains focused on providing
digital solutions and services to the LPPP public sector customers in the
United Kingdom, complemented by our Assets & Communities sectors servicing
customers across the world. The key to our success is to ensure we deliver
better user results and productivity improvements for customers through
focusing on usability, functionality and application of integrated digital and
increasingly cloud-based technologies and solutions. It has been especially
rewarding to see the significant growth in orders for our EIM solutions, as we
have found a rich seam of customers for whom we offer the right blend of all
of these features, allowing us to make significant gains in this niche area.
The identification of attractive acquisition opportunities that can enhance
the Group's scale and capabilities, and the integration of completed
acquisitions, is also a key part of management focus and effort.
Board
There have been no changes to the Board in FY25, following the appointments of
Mark Milner and Jonathan Legdon to the Board in the prior year. The business
has benefited significantly from the contributions of both Mark and Jonathan
to the debate around strategy and direction.
I consider the effectiveness of the Board, which includes the contributions of
the individual Board members, throughout the annual governance cycle. The
current Board members are operating collectively and effectively to govern the
business in an efficient and productive manner.
The additions that we made to the Board, in the previous year, were made to
make sure that the Board evolves in line with the evolving needs of the
business. I am satisfied that there is sufficient diversity in the Board
structure to bring a balance of skills, experience, independence, and
knowledge to the Group.
We have also continued to ensure that the other Non-Executive Directors (NEDs)
and I engage directly with shareholders on a regular basis, taking on board
their feedback and ensuring that their views are reflected in the direction of
the business. We have also engaged independent external advisors to review our
Board practices and our remuneration policies.
Corporate governance
We are cognisant of the important responsibilities we have in respect of
corporate governance and shaping our culture to be consistent with our
objectives, strategy, and business model which we set out in our Strategic
Report and our description of Principal Risks and Uncertainties. The Group is
committed to conducting its business fairly, impartially, in an ethical and
proper manner, and in full compliance with all laws and regulations. In
conducting our business, integrity is the foundation of all Company
relationships, including those with customers, suppliers, communities, and
employees.
Dividends
In view of the recommended offer from Bidco, the Board is not recommending a
dividend for FY25. Should the contractual takeover offer from Bidco not become
unconditional and ultimately lapse, the Board anticipates reinstating the
dividend in FY26.
Summary and outlook
The financial results of the last year reflect the increasing quality of the
Idox business. We operate in attractive markets, with strong market positions
and insights, and we have every confidence that we can continue the excellent
progress we have seen in FY25. The changes that we have made in the last few
years, to the team, our structure, systems, and processes have delivered a
major improvement in our financial performance. As a result, we have enjoyed
improved stability in performance and confidence for the future, based on
strongly improving orderbooks and levels of recurring revenue. We have some
continuing work to do to improve our margins towards the targets that we have
set for ourselves, and that will be a specific focus for the next year. On top
of this, we can now point to exciting growth opportunities in the geospatial
data markets.
I am delighted to have had the opportunity to work with all my Idox colleagues
during a period of such tremendous improvement. It is this progress that has
led to the offer from Long Path, and I was pleased to be able to recommend
this offer to all shareholders. The business is in very good shape to meet the
challenges of the future.
This bright future is entirely reliant on our workforce. Idox stakeholders are
fortunate that such a talented group of people have chosen Idox as a place
they want to work. Their expertise and diligence have continued to deliver the
support and value that our customers expect, and I am pleased to extend my
thanks to all of them.
Chris Stone
Chair
Chief Executive's review
Performance overview
During the year the business performed largely in line with expectations with
growth in revenue, Adjusted EBITDA, operating profit and good cash generation.
We have also seen increases in recurring revenue, order intake and the order
book.
In conjunction, following an extensive period of due diligence, the Board
received an offer for the business from one of our major shareholders, Long
Path Partners through their chosen bid vehicle. The bid values Idox at
£339.5m and at the time of writing is being considered by Shareholders,
having been unanimously recommended by the Idox plc Board. Further details on
the offer can be found in the Financial and Operating Highlights of this
announcement.
This period of due diligence was time consuming and placed significant extra
demands upon individuals across the business. We are fortunate to have
dedicated and committed people across the Group who have been able to meet
these requests whilst still driving great outcomes for shareholders. I am
personally very grateful for their efforts in what has been a time-consuming
process, along with the expertise and assistance we have received from our
advisory team at Rothschilds, Pinsent Masons, Peel Hunt and MHP.
This year's results are driven by our strong portfolio of distinctive products
and data offerings which hold substantive market positions. It is well
understood that most of our product, data and service offerings are based
around valuable Intellectual Property (IP) which is integral to our client's
business processes and workflows to manage regulatory, statutory and business
critical functions. This means that our engagements with customers typically
last for several iterations of the initial contract term and we form long
standing partnerships with customers to manage both their existing and forward
developing challenges.
As I look back on 2025, I'm struck by the resilience and commitment shown by
our team. This year brought its share of challenges and changes, but together,
we stayed focused on what matters most, delivering for our customers,
shareholders, and building on the strong foundations we've established.
Market and operational context
Our adherence to our Four Pillars of Revenue, Margins, Simplification and
Communication remain steadfast and we continue to grow both organically and by
complementary acquisitions that expand our software and data capabilities.
During the year we completed the acquisition of Plianz and the team have
quickly integrated with the Communities division and gained new customers for
their CasparLaw and CasparGov products.
We have a disciplined approach to capital allocation, ensuring that our
R&D expenditure is targeted in the right areas and that we maintain a
rigorous approach to ensuring that acquisitions are complementary, adding to
our existing product portfolio as well as extending the addressable markets we
can reach. There are increasing pressures on the business to direct its
investments into new technologies such as AI that will drive future
performance for customers and in time our own revenue and bottom line.
Our long-standing relationships and understanding of our markets mean we're
not just participants, we're leaders, shaping the future of how businesses and
communities are managed and protected, and 2026 looks to be a critical year
with the transformative plans in Local Government. This therefore means it's
critical for Idox to continue to invest in our people and our solutions, to
meet the demands of our customers. Like many we face the challenge of
balancing the need to move existing offerings forward and delivering leading
edge insights through new technology such as AI. This will be a persistent
challenge over the next few years, and we are exploring how we can leverage
relationships with our partners to provide all the capabilities and capacity
that is likely to be required moving forward.
This year we have fallen slightly short of being a 'rule of 40' business,
where our Adjusted EBITDA margin plus revenue growth percentages exceed 40%,
due to revenue mix. There are several initiatives underway for the business to
rectify this position, and notwithstanding the point concerning investments in
technology, we are focussed and committed to delivering improved outcomes in
the future.
Our forward looking ESG strategy ensures we're building a responsible,
sustainable business. Sector trends like local authority consolidation,
planning reforms, digitisation, and cloud adoption are creating new
opportunities for scalable, AI-powered solutions. The aims of the Local
Government Reorganisation's (LGR), to enhance efficiency and effectiveness for
local governance, with a focus on creating unitary authorities in England mean
our customers are looking for partners who can help them do more with less,
and we're ready to meet that challenge.
This year, I've seen firsthand how our deep expertise in Land, Property &
Public Protection continues to set us apart. We're trusted partners to local
authorities and public sector organisations, helping them navigate change and
deliver essential services.
We're also ambitious for our geospatial business. The appetite for data-driven
insights is growing rapidly, and there is a need for Idox to continuously
invest in new technologies and partnerships to expand our reach, both here in
the UK and in new markets around the world.
Our Assets Division's commitment has helped us serve customers in power,
utilities, and infrastructure, and I'm proud of the way they've embraced new
challenges and delivered for our customers. There have been several new wins
during FY25 which lay the foundation for further success into the future and
the team has created a distinctive offering in the markets it serves.
In Communities, Plianz's expertise in financial management and citizen
engagement is complementary to our social care offering, and we're building
tools that make a real difference for local authorities and legal firms.
Scaling operations
We are leaders in our chosen markets and respected providers of management
software that provides data insights to some of the most essential sectors in
the world. As the Chair has indicated, we continue to look diligently for
businesses that would add scale to our operations and allow us to leverage
existing investments in sales and marketing, software development and
operations and under our current ownership structure we currently retain
substantial resources at our disposal for such activity with a revolving
credit facility and accordion of £75m and £45m, respectively. We are
appreciative of the insight and support we receive from our banking partners
HSBC Innovation Bank, NatWest and Santander and for their efforts in support
of our goals during the year.
People and culture
One of the things I'm most proud of is how well we work together, no matter
where our colleagues are based globally. Our Pune Global Capability Centre
(GCC) has become a hub of innovation and expertise, now representing over 17%
of our global team. Colleagues in India, the UK, and beyond collaborate well,
sharing knowledge and supporting each other through shared platforms and open
communication. This spirit of teamwork and inclusion is at the heart of our
success.
We believe that investment in talent development is fundamental as our
business grows. Our "My Growth" programme, combines compliance, technical and
behavioural skills development and these coupled with clear career pathways
offer everyone the chance to develop new skills, take on fresh challenges, and
shape their own journeys. Leadership coaching, early careers mentoring, and
career progression are just some of the ways we invest in our colleagues'
futures. Objectives and key results track progress with specific, measurable
outcomes which helps align teams, drive focus, and ensure everyone is working
towards the same strategic priorities. Our employee-led groups ensure every
voice is heard and every ambition is supported.
Open, honest communication is the glue that holds us together. Through regular
updates, interactive forums, and our Be Heard Culture Squads, we make sure
everyone has a voice. These squads don't just gather feedback, they turn ideas
into action, helping us adapt quickly and keep our culture vibrant and
inclusive.
Outlook
In 2025, we delivered another year of operational progress, guided by our Four
Pillars and a commitment to recurring revenue and operational efficiency. The
acquisition and integration of Plianz has expanded our expertise and future
potential reach in health and social care. Our global teams, including the
Pune Global Capability Centre, worked together to support customers and drive
innovation. Strong client retention and adoption of cloud-based solutions
underscored our ability to adapt and deliver value. Looking ahead, we remain
focused on sustainable growth, disciplined investment, and supporting our
customers as they navigate sector changes, ensuring we continue to set the
standard in our global markets. We will continue to explore opportunities to
grow our business in our chosen markets, both organically and through
acquisition.
Thank you to everyone at Idox and our partners for your dedication and
teamwork throughout the year.
David Meaden
Chief Executive Officer
Chief Operating Officer's review
Operational performance and delivery
Reflecting on 2025, I'm delighted to share the progress we've made across the
business.
This year, our teams have demonstrated resilience, adaptability, and a
relentless drive for innovation. We've continued to build on our values and
pillars, ensuring they remain at the heart of everything we do.
AI is rapidly changing the way we work, offering powerful tools to boost
productivity, improve accuracy and reduce repetitive tasks. It's already
shaping and transforming how we can deliver value both for our colleagues and
in our solutions for our customers. In 2025, we have invested significant time
and energy into exploring AI, initiating pilot programmes across the Group and
engaging with customers to evaluate where and how AI can address real-world
challenges. These initiatives are not just about technology but about
empowering our people and our clients to achieve more.
Markets
Our strong market positions provide an important platform from which Idox can
offer unparalleled insights and influence in decision making and policy
setting. Meeting regularly with The Department for Education (DfE) &
National Association of Family Information Services (NAFIS) regarding SEND
& Social Care matters, BASHH (The British Association for Sexual Health
and HIV), the NHS and UK Health and Security Agency, these important
partnerships help drive sustainable long-term change and improvements to the
industry and directly to citizens across the UK.
We work with Ministry of Housing, Communities and Local Government (MHCLG)
across several areas, most notably in the Open Digital Planning Group
reviewing planning reform and its impacts both nationally and locally. As the
market leading solutions provider in the built environment sector, we are also
instrumental in delivering the objectives of the Levelling Up and Regeneration
Act for conservation and improved planning processes. Given the MHCLG's remit,
our relationships extend to the UK Election Groups, regarding execution and
future reforms, in addition to the devolved Election bodies in Welsh
Government, Scottish Government and the Electoral Office of Northern Ireland.
We also maintain strong connections and attendance across industry groups
connected to our markets including the Geospatial Commission, Natural England,
Historic England, Local Authority Building Control, and the Institute of
Licensing & the Chartered Trading Standards Institute.
External forces such as UK devolution and Local Government Reorganisation
(LGR) are catalysts for growth. As powers shift from central government to
local authorities, the need for agile, integrated digital platforms
intensifies. LGR and the creation of unitary authorities offer a unique
opportunity to modernise legacy systems, consolidate processes, and embed
smarter, citizen-centric services. Our proven capabilities in planning, public
protection, and geospatial technology position us as a trusted partner in this
transformation.
By anticipating these structural dynamics and investing in innovation, we are
ready to help UK Authorities deliver better services, enhance transparency,
and achieve long-term resilience.
Customers, service and experience
Idox has never been stronger. 2025 was a year defined by success with
achievements across sales, service, and delivery that reflect a strategy built
for growth. Our performance continues to rise year on year, driven by clear
vision, disciplined execution, and a commitment to excellence. This is the
result of purposeful design and unwavering focus making Idox today the best it
has ever been. We are innovative, resilient, and positioned for continued
success.
Order Intake growth continued, surpassing £108m in 2025, another record year
for Idox, despite 2025 being a year that naturally saw a lower number of Local
Government customers in a re-signs cycle.
Our Land, Property & Public Protection Division, demonstrated great
retention of existing customers, with significant numbers of customers
renewing and extending their contracts, Sheffield City Council, LB of Bexley,
Glasgow City Council, Hart District Council, Aberdeen City Council &
Sevenoaks District Council all extended their relationships with Idox for a
further 5-years in contracts totalling over £6m.
We also saw new solutions for Carmarthenshire County Council for Public
Protection and Built Environment for Wealden District Council. Blackpool
Council also selected Idox Cloud to replace their heritage Acolaid system, a
£345k deal covering Building Control, Planning, and Land Charges. Kent County
Council Trading Standards also chose Idox Cloud, extending our solution to
including further functionality.
The Assets Division delivered significant new wins building on the strategic
direction and investments of 2024 providing increased revenue visibility over
the next 2-3 years. The EIM solution team won multiple contracts on the
international stage, winning landmark deals.
TerraPower, selected our EIM solution to provide a sophisticated EDMS to
provide end-to-end management throughout the build phase in a 5-year contract
valued at $2.6m. This will help TerraPower meet the regulatory requirements of
the Federal Nuclear Regulatory Commission (NRC) as they deliver the newly
designed Natrium Power Generation and Storage technology, the next generation
method of electricity generation.
Berkshire Hathaway Energy also chose an EIM solution in 2025 to deliver a
secure collaboration space for EDMS across the business in a new contract
worth $2.9m over the next 7-years.
Additionally, the team won a large contract (£952k) with WECA & North
Somerset to deliver sustainable solar-powered displays for their bus stops via
Papercast technology, connected to our Transport Management Solution.
We saw significant growth in order intake for the Idox Geospatial, supporting
the 2025 revenue growth as we realise the benefits of integration of our
geospatial solutions. Orders were up over 40% year over year and included some
important new customers selecting Idox for their geospatial software and data
services needs as well as high levels of customer retention.
We were delighted to be selected by Vodafone as their strategic data partner,
taking over the supply of large-scale mapping from Ordnance Survey. This
3-year contract, worth over £3m, provides Idox & Vodafone with an
opportunity to further develop our relationship across a broad range of
additional geospatial data services. We were also pleased to be chosen by
Heathrow Airport to provide them with licensed data to support the continued
planning and development of the airport over the coming years.
Our software team secured a number of new customers, most notably in our
heritage records management business with Gloucestershire and Aberdeenshire
becoming new users of our flagship HBSMR platform. 2025 also saw Natural
England make a significant new commitment to deploy our conservation software,
CMSi.
As we closed the year, Severn Trent Water renewed their data supply
partnership with Idox for a further 3.5 years, in the largest geospatial
revenue transaction to date, with a contract value in excess of £4m.
In Communities, we continue to see success with our new Cloud-based Eros
Election Management System (EMS), as it is proving to be a popular choice for
existing customers, Swansea City Council signed a new 5-year deal in 2025.
Idox also secured the Scottish Government eCount contract working with our
partner CGI, this contract will see us deliver Election Management Software
and Services in a contract worth circa £3m to Idox over the next 5-years.
Our strong position in specialist sexual health solutions continued in 2025,
with strong retention of existing customer including the largest Sexual Health
Solution in Europe - Chelsea & Westminster Hospital NHS Trust, extending
for a further 5-years in a contract worth over £1.6m. We also saw a strong
influx of new customer contracts, valued at close to £1m, including
University Hospitals Bristol & Weston Foundation Trust and Herefordshire
and Worcestershire Health and Care NHS Trust.
The successes we've seen in this financial year reflect our ongoing commitment
to delivering value, building trust, and supporting our customers' ambitions
and needs to deliver great services and innovation through our software
solution.
People, culture and capability
Early 2025 marked a significant milestone as we quickly surpassed 100
colleagues in the Idox Global Capability Centre in Pune. This achievement
highlighted our global reach and the strength of our diverse, talented teams.
We've also welcomed new colleagues and solutions to the Communities division,
with the in-year acquisition of Plianz and the asset purchase of Ayup shortly
after the year end, further enriching our capabilities, customer base and
expertise in critical areas of Social Care.
This year, we celebrated several key leadership appointments. Ian Churchill
stepped into the role of Chief Customer Officer, strengthening our commitment
to customer success. Trace Durning became our Chief People and Culture
Officer, bringing a renewed focus to our people strategy and organisational
development.
Our commitment to diversity, equality, and inclusion was recognised with a
Regional HR Excellence award in India.
Technology and security
This year we have advanced our internal audit and security programs, including
Cyber Essentials Plus and ISO 27001 certifications, ensuring our solutions
remain robust and secure.
We have invested in new HR technology and systems, taking significant steps to
improve the colleague experience and providing valuable insights into our
operational dynamics.
2025 saw us achieve new levels of efficiency and scale. We continued to embed
Test Automation Tools across our QA teams. This rollout has streamlined
quality assurance processes, replacing multiple legacy tools with a single,
AI-enabled platform. AI has reduced manual effort, cutting test case creation
time significantly, driving improved consistency, accelerated defect
reporting, and better overall efficiency in our QA operations.
We have successfully upgraded our Content Delivery Network environments,
enhancing global content delivery performance and security, this move ensures
faster load times, improved reliability, and advanced protection against cyber
threats, whilst improving our ability to deliver a seamless digital experience
for customers and end-users.
Looking ahead
As we look to the future, our focus remains on delivering value for our
customers, investing in our people, and driving innovation across the
business. I'm excited about the opportunities ahead and confident that,
together, we'll continue to achieve great things.
Jonathan Legdon
Chief Operating Officer
Financial review
During FY25 the business performed largely in line with expectations with
growth in revenue, Adjusted EBITDA, operating profit and good cash generation.
We have also seen increases in recurring revenue, order intake and the order
book.
The following table sets out the revenues and Adjusted EBITDA for each of the
Group's segments from its continuing activities:
2025 2024 Variance
£000 £000 £000 %
Revenue
- LPPP 57,284 55,264 2,020 4%
- Assets 15,597 14,893 704 5%
- Communities 16,948 17,442 (494) (3%)
- Total 89,829 87,599 2,230 3%
Revenue split
- LPPP 64% 63%
- Assets 17% 17%
- Communities 19% 20%
- Total 100% 100%
Adjusted EBITDA
- LPPP 16,894 16,854 40 -%
- Assets 3,280 3,299 (19) (1%)
- Communities 6,804 5,898 906 15%
- Total 26,978 26,051 927 4%
Adjusted EBITDA margin
- LPPP 29% 30%
- Assets 21% 22%
- Communities 40% 34%
- Total 30% 30%
Revenues
2025 2024 Variance
£000 £000 £000 %
Revenues
- Recurring (LPPP) 38,416 34,898 3,518 10%
- Recurring (Assets) 9,509 9,418 91 1%
- Recurring (Communities) 11,809 10,158 1,651 16%
- Total recurring 59,734 54,474 5,260 10%
- Non-recurring (LPPP) 18,868 20,366 (1,498) (7%)
- Non-recurring (Assets) 6,088 5,475 613 11%
- Non-recurring (Communities) 5,139 7,284 (2,145) (29%)
- Total non-recurring 30,095 33,125 (3,030) (9%)
- Total continuing revenue 89,829 87,599 2,230 3%
- Recurring* 66% 62%
- Non-recurring** 34% 38%
* Recurring revenue is defined as revenues associated with access to a
specific ongoing service, with invoicing that typically recurs on an annual
basis and underpinned by either a multi-year, rolling contract or highly
repeatable services. These services include Support & Maintenance, SaaS
fees, Hosting services, and some Managed Service arrangements, which involve a
fixed fee irrespective of consumption.
** Non-Recurring revenue is defined as revenues without any formal commitment
from the customer to recur on an annual basis.
Revenue from continuing operations for the Group increased 3% in the year to
£89.8m (2024: £87.6m). LPPP was up 4% for the year at £57.3m (2024:
£55.3m) with strong growth from our geospatial solutions. Assets delivered a
5% improvement in revenue at £15.6m (2024: £14.9m) and Communities decreased
3% to £16.9m (2024: £17.4m) as anticipated due to the increased revenue in
the previous year associated with the provision of services around the UK
General Election in July 2024.
Recurring revenues for the year increased 10% from £54.5m to £59.7m and
represented 66% (2024: 62%) of the total continuing revenue. Within LPPP,
recurring revenue increased 10% to £38.4m (2024: £34.9m), with good growth
across all solutions. The recurring revenues in Assets increased 1% to £9.5m
(2024: £9.4m) with growth in EIM and our asset tracking solutions partially
offsetting a small reduction in the other solutions. Recurring revenues in
Communities improved 16% to £11.8m (2024: £10.2m), driven by growth in the
Databases and Lilie solutions, as well as the in-year benefit of the Plianz
acquisition.
Non-recurring revenues for the year decreased 9% in line with expectations to
£30.1m (2024: £33.1m). Non-recurring revenue in LPPP decreased by 7% to
£18.9m (2024: £20.4m), across all solutions. In Assets, non-recurring
revenue was up 11% to £6.1m (2024: £5.5m) with increases in EIM and
Transport solutions. As expected, non-recurring revenue in Communities was
down 29% to £5.1m (2024: £7.3m) as 2024 benefitted from the provision of
services for the UK General Election.
Adjusted EBITDA increased by 4% to £27.0m (2024: £26.1m). This delivering a
stable Adjusted EBITDA margin of 30% (2024: 30%) where we delivered improved
margins in Communities which were offset by small reductions in LPPP and
Assets.
Profit before taxation
The statutory profit before tax was £8.6m (2024: £8.1m). The following table
provides a reconciliation between Adjusted EBITDA and statutory profit before
taxation for continuing operations.
2025 2024 Variance
£000 £000 £000 %
Adjusted EBITDA 26,978 26,051 927 4%
Depreciation (1,582) (1,854) 272 (15%)
Amortisation - software licences and R&D (6,801) (6,115) (686) 11%
Amortisation - acquired intangibles (4,193) (4,052) (141) 3%
Transaction and strategic project costs (1,428) (302) (1,126) 373%
Acquisition costs (418) (1,156) 738 (64%)
Financing costs - (67) 67 100%
Share option costs (2,040) (2,491) 451 (18%)
Net finance costs (1,962) (1,950) (12) 1%
Profit before taxation 8,554 8,064 490 6%
Transaction and strategic project costs were £1.4m (2024: £0.3m) and were in
relation to process improvements and the proposed transaction.
Acquisition costs of £0.4m (2024: £1.2m) relate to advisory and legal fees
incurred with respect to the acquisition of Plianz in May 2025 and the asset
purchase of Ayup which completed post year end. The prior year acquisition
costs were in relation to due diligence on a potential acquisition
opportunity, which ended during the year, and finalisation fees associated
with the acquisition of Idox Geospatial and LandHawk, with all payments
associated with the acquisitions completed.
Share option costs of £2.0m (2024: £2.5m) relate to the accounting charge
for awards made under the Group's Long-term Incentive Plan, in accordance with
IFRS 2 - Share-based Payments.
Net finance costs have remained flat at £2.0m (2024: £2.0m). Decreased bank
and bond interest payable due to lower interest rates and the bond being
repaid in July this year, were offset by foreign exchange movements in the
year.
The Group continues to invest in developing innovative technology solutions
across the portfolio and has capitalised development costs of £8.8m (2024:
£7.9m). The increase in the year is due to investment in specific areas
within our geospatial and healthcare solutions, as well as the in year impact
of our Plianz acquisition.
Taxation
The effective tax rate (ETR) on a statutory basis for the year was 28.00%
(2024: 34.78%).
The difference between the statutory rate of 25% and the ETR of 28.00% was
driven largely by expenses not deductible for tax purposes, which includes
acquisition and transaction and strategic project costs, and the movement of
tax assets not recognised. The ETR on an adjusted basis remained at 25% to
24.5% and was driven by acquisition and redundancy costs not deductible for
tax purposes and movements on unrecognised tax assets.
Earnings per share and dividends
Adjusted basic earnings per share for continuing operations was 2.74p (2024:
2.63p) and adjusted diluted earnings per share increased to 2.72p (2024:
2.61p). Basic earnings per share for the year was up 16% at 1.35p (2024:
1.16p) and the diluted earnings per share was up 17% at 1.34p (2024: 1.15p).
In view of the recommended offer from Bidco, the Board is not recommending a
dividend for FY25 (2024: 0.7p). Should the contractual takeover offer from
Bidco not become unconditional and ultimately lapse, the Board anticipates
reinstating the dividend in FY26.
Balance sheet and cash flows
The Group's net assets have increased to £82.9m compared to £78.3m as at 31
October 2024. The constituent movements are detailed in the Group's
consolidated Statement of Changes in Equity, which are summarised as follows:
12 months to
31 October 2025 £000
Total Equity as per FY24 Financial Report 78,280
Share option movements 2,058
Equity dividends paid (3,221)
Profit for the year 6,159
Exchange gains on translation of foreign operations (404)
Total Equity as per FY25 Financial Report 82,872
The Group continued to generate good levels of cash during the year. Cash
generated from operating activities before taxation was £21.3m (2024:
£25.2m). The reduction in the cash generated from prior year was due to the
timing of certain customer receipts and supplier payments.
Free cashflow for the year was £9.5m (2024: £11.6m). Free cashflow has
decreased in the year due to movements in working capital mix in the year, and
increased capital expenditure, partially offset by lower tax payments.
2025 2024
£000 £000
Net cashflow from operating activities after taxation 19,875 21,108
Capitalisation and purchase of tangible and intangible assets (9,502) (8,686)
Lease payments (916) (782)
Free cashflow 9,457 11,640
The Group ended the year with net debt of £13.3m (2024: £9.9m). Net debt
comprised cash of £8.3m less bank borrowings of £21.6m and the Maltese
listed bond of £Nil, which was repaid in July 2025 out of existing
facilities. We ended the year with a net debt to Adjusted EBITDA ratio of 0.5
times (2024: 0.4 times) with significant headroom against the Group's existing
financial covenants.
Going concern
The financial statements have been prepared on a going concern basis. In
determining the appropriate basis of preparation of the financial statements,
the Directors are required to consider whether the Group can continue in
operational existence for the foreseeable future and at least for a period of
12 months from the date of approving this report.
At the reporting date of 31 October 2025, and the date of issuance, the Group
has existing facilities with National Westminster Bank plc, HSBC Innovation
Bank Limited and Santander plc, comprising a £75m revolving credit facility
and a £45m accordion, in place until October 2028. The Board expects the
Group to remain profitable and has no intention or expectation of liquidating
the Group or ceasing trading.
On the assumption of no change of control of the Group, as part of the
preparation of our FY25 results, the Directors have performed detailed
financial forecasting, as well as severe stress-testing in our financial
modelling, but have not identified any credible scenarios that would cast
doubt on our ability to continue as a going concern or cause liquidity
challenges. The Directors are satisfied that under the current Board approved
strategy and forecasts that the Group has significant headroom against
financial covenants and supports the going concern assessment for the business
under the current ownership structure and financing facilities in place.
On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited
('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path')
and the Company announced that they had reached agreement on the terms of a
recommended all cash acquisition of the entire issued and to be issued share
capital of the Company, to be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006. The scheme document in
respect of the proposed acquisition was published and made available to Idox
Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and
the General meeting in connection with the proposed scheme of arrangement were
each adjourned to provide further time for discussions with Idox shareholders
and to allow Idox shareholders additional time to consider the acquisition.
On 5 January 2026, in order to increase the certainty of the proposed
acquisition, Bidco determined, with the consent
of Idox and the Takeover Panel, to change the transaction structure, electing
to proceed by way of a recommended contractual takeover offer with the
acceptance condition being set at a level that would result in Bidco holding
Idox shares carrying in aggregate more than 50 per cent. of the voting rights
normally exercisable at general meetings of the Company. Idox shareholders
have been able to accept the offer from the date of the posting of the offer
document, which was 15 January 2026. A contractual takeover conducted in
accordance with the requirements of the UK Takeover Code typically runs for a
period of 60 days from the posting of the offer document. Day 60 is the latest
date by which the offer must become unconditional or lapse. Day 60 for UK
Takeover Code purposes is 16 March 2026. The offer timetable is however
capable of being suspended or extended by each of Idox and Bidco with the
consent of the Takeover Panel in certain specified circumstances. Shareholders
will be kept updated at relevant intervals throughout the offer period.
The Idox Directors have unanimously concluded that the terms of the
recommended takeover by Bidco continue to represent an attractive proposition
for shareholders and stakeholders taking into account Long Path's publicly
stated intentions for the business and confirmation from Long Path's financial
advisors that sufficient financial resources are available for the transaction
to be completed.
Subject to shareholders accepting Long Path's contractual takeover offer in
sufficient numbers to satisfy Bidco's acceptance condition and the receipt of
relevant regulatory approvals, the acquisition would be expected to complete
within 12 months of approving this report.
Material uncertainty as to going concern
The Directors have no reason to believe that Long Path would do anything that
would be detrimental to the Group's business, given their publicly stated
intentions for the business. However, the Group will become more leveraged and
be subject to different financial covenants to those that exist under the
current financing facilities. The Directors of Idox plc have had no visibility
of the strategic plans or detailed financial modelling for the Group post
transaction, and as such are unable to certify for a 12-month period post
approval of this report that the Group post completion can continue for a
period of 12 months from the date of this report.
Given the above, there is a material uncertainty which may cast significant
doubt as to the Company's ability to continue as a going concern and therefore
it may be unable to realise its assets and discharge its liabilities in the
normal course of the business.
Notwithstanding this uncertainty, having assessed the Company's and the
Group's risks, existing facilities, performance, and the information reviewed
by Idox and Long Path's financial advisors, the Directors have concluded that
the Company and the Group have adequate resources to continue in operational
existence for at least 12 months from the date of approval of these
consolidated financial statements and therefore have determined that the going
concern basis remains appropriate for preparation of the Company's and Group's
financial statements. These consolidated financial statements do not include
the adjustments that would result if the Company and the Group were unable to
continue as a going concern.
Anoop Kang
Chief Financial Officer
Note 2025 2024
£000 £000
Continuing operations
Revenue 3 89,829 87,599
Cost of sales (24,549) (24,517)
Gross profit 65,280 63,082
Administrative expenses (54,764) (53,068)
Operating profit 10,516 10,014
Analysed as:
Earnings before depreciation, amortisation, transaction and strategic project 3 26,978 26,051
costs, acquisition costs, impairment, financing costs and share option costs
Depreciation (1,582) (1,854)
Amortisation (10,994) (10,167)
Transaction and strategic project costs (1,428) (302)
Acquisition costs (418) (1,156)
Financing costs - (67)
Share option costs (2,040) (2,491)
Finance income 82 69
Finance costs (2,044) (2,019)
Profit before taxation 8,554 8,064
Income tax charge (2,395) (2,805)
Profit for the year attributable to the owners of the parent 6,159 5,259
Other comprehensive loss for the year (404) (33)
Items that may be reclassified subsequently to profit or loss:
Exchange movements on translation of foreign operations net of tax
Other comprehensive loss for the year, net of tax (404) (33)
Total comprehensive income for the year 5,755 5,226
Total comprehensive income for the year attributable to owners of the parent 5,755 5,226
Earnings per share attributable to owners of the parent during the year
From continuing operations
Basic 4 1.35p 1.16p
Diluted 4 1.34p 1.15p
The accompanying accounting policies and notes form an integral part of these
financial statements.
Note 2025 2024
£000 £000
ASSETS
Non-current assets
Property, plant and equipment 1,001 1,064
Intangible assets 5 113,749 106,564
Right-of-use-assets 1,655 1,893
Deferred tax assets 2,633 2,656
Other receivables 1,205 1,154
Total non-current assets 120,243 113,331
Current assets
Trade and other receivables 25,840 21,488
Cash and cash equivalents 8,273 11,660
Total current assets 34,113 33,148
Total assets 154,356 146,479
LIABILITIES
Current liabilities
Trade and other payables 9,778 10,290
Deferred consideration 24 -
Current tax payable 2,471 738
Other liabilities 27,472 24,553
Provisions 485 491
Lease liabilities 600 613
Bonds in issue - 10,808
Total current liabilities 40,830 47,493
Non-current liabilities
Deferred tax liabilities 6,214 6,738
Lease liabilities 1,099 1,310
Other liabilities 1,779 1,878
Borrowings 21,562 10,780
Total non-current liabilities 30,654 20,706
Total liabilities 71,484 68,199
Net assets 82,872 78,280
EQUITY
Called up share capital 4,617 4,602
Share premium account 23 23
Treasury reserve (6) -
Share option reserve 8,282 6,849
Other reserves 9,610 9,397
ESOP trust (476) (558)
Foreign currency translation reserve (243) 161
Retained earnings 61,065 57,806
Total equity attributable to the owners of the parent 82,872 78,280
The financial statements were approved by the Board of Directors and
authorised for issue on 16 February 2026 and are signed on its behalf by:
David Meaden
Anoop
Kang
Chief Executive Officer Chief
Financial Officer
The accompanying accounting policies and notes form an integral part of these
financial statements.
Company name: Idox plc Company
number: 03984070
Consolidated statement of changes in equity
Capital redemption Share Treasury reserve Share Other reserves ESOP Foreign currency translation reserve Retained earnings Total
Called up share capital reserve premium £000 option £000 trust £000 £000 £000
£000 £000 account reserve £000
£000 £000
Balance at 1 November 2023 4,562 1,112 41,558 - 5,841 9,165 (526) 194 11,371 73,277
Issue of share capital 40 - 23 - - - - - - 63
Share option costs - - - - 2,270 - - - - 2,270
Exercise / lapses of share options - - - - (1,262) - - - 1,262 -
Deferred tax on share options - - - - - 232 - - - 232
ESOP trust - - - - - - (32) - - (32)
Capital reduction - (1,112) (41,558) - - - - - 42,670 -
Equity dividends paid - - - - - - - - (2,756) (2,756)
Transactions with owners 40 (1,112) (41,535) - 1,008 232 (32) - 41,176 (223)
Profit for the year - - - - - - - - 5,259 5,259
Other comprehensive loss
Exchange movement on translation of foreign operations - - - - - - - (33) - (33)
Total comprehensive (loss) / income for the year - - - - - - - (33) 5,259 5,226
Balance at 31 October 2024 4,602 - 23 - 6,849 9,397 (558) 161 57,806 78,280
Issue of share capital 15 - - (15) - - - - - -
Share option costs - - - - 1,763 - - - - 1,763
Exercise / lapses of share options - - - 9 (330) - - - 321 -
Deferred tax on share options - - - - - 213 - - - 213
ESOP trust - - - - - - 82 - - 82
Equity dividends paid - - - - - - - - (3,221) (3,221)
Transactions with owners 15 - - (6) 1,433 213 82 - (2,900) (1,163)
Profit for the year - - - - - - - - 6,159 6,159
Other comprehensive loss
Exchange movement on translation of foreign operations - - - - - - - (404) - (404)
Total comprehensive (loss) / income for the year - - - - - - - (404) 6,159 5,755
Balance at 31 October 2025 4,617 - 23 (6) 8,282 9,610 (476) (243) 61,065 82,872
The accompanying accounting policies and notes form an integral part of these
financial statements.
Consolidated cashflow statement
Note 2025 2024
£000 £000
Cash flows from operating activities
Profit for the year before taxation 8,554 8,064
Adjustments for:
Depreciation of property, plant and equipment 752 984
Depreciation of right-of-use assets 830 870
Amortisation of intangible assets 10,994 10,167
Acquisition finalisation costs - 131
Finance income (73) (69)
Finance costs 2,044 2,019
Research and development tax credit (435) (450)
Share option costs 2,040 2,491
Profit on disposal of fixed assets - 14
(Increase) / decrease in receivables (2,902) 10
(Decrease) / increase in payables (513) 977
Cash generated by operations 21,291 25,208
Tax paid (1,416) (4,100)
Net cash from operating activities 19,875 21,108
Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired (7,519) (2,393)
Purchase of property, plant and equipment (686) (726)
Purchase / capitalisation of intangible assets (8,816) (7,946)
Finance income 73 69
Net cash used in investing activities (16,948) (10,996)
Cash flows from financing activities
Interest paid (1,406) (1,719)
Loan drawdowns 22,500 -
Loan related costs (508) (506)
Loan and bond repayments (22,849) (7,706)
Principal lease payments (916) (782)
Equity dividends paid (3,221) (2,756)
Issue of own shares (193) (165)
Net cash outflows from financing activities (6,593) (13,634)
Net movement in cash and cash equivalents (3,666) (3,522)
Cash and cash equivalents at the beginning of the year 11,660 14,824
Exchange gains on cash and cash equivalents 279 358
Cash and cash equivalents at the end of the year 8,273 11,660
The accompanying accounting policies and notes form an integral part of these
financial statements.
Notes to the condensed financial statements
1 BASIS OF PREPARATION
The financial information contained in these condensed financial statements
does not constitute the Group's statutory accounts within the meaning of the
Companies Act 2006.
Statutory accounts for the year ended 31 October 2024 and 31 October 2025 have
been reported on, with an unqualified opinion.
Whilst the financial information included in this Annual Financial Report
Announcement has been computed in accordance with International Financial
Reporting Standards (IFRS) this announcement, due to its condensed nature,
does not itself contain sufficient information to comply with IFRS.
This Annual Financial Report Announcement includes note references that refer
to notes in this Annual Financial Report Announcement 2025.
Statutory accounts for the year ended 31 October 2024 have been delivered to
the Registrar of Companies. The statutory accounts for the year ended 31
October 2025, prepared under IFRS, are available on the Group's website:
https://www.idoxgroup.com/investors/financial-reporting/
(https://protect.checkpoint.com/v2/r06/___https:/www.idoxgroup.com/nsAjxytwxdknsfshnfq-wjutwynsld___.ZXV3MjpuZXh0MTU6YzpvOjJkODQzYTBmMjI1NGYyMDJmZmVjZDIzM2E5OTg1NTNhOjc6OGYzMzo1Nzg4NjUxMDcwOTU1ZmFiN2RmOWQ2MmFhMmRjODc5YWVkZWI0YzRiNzAxYTZiN2YzMTlkNDdhZjYwMzEzMjM1OnA6RjpU)
and will be delivered to the Registrar in due course. The Group's principal
accounting policies as set out in the 2024 statutory accounts have been
applied consistently in all material respects.
Going Concern
The financial statements have been prepared on a going concern basis. In
determining the appropriate basis of preparation of the financial statements,
the Directors are required to consider whether the Group can continue in
operational existence for the foreseeable future and at least for a period of
12 months from the date of approving this report.
At the reporting date of 31 October 2025, and the date of issuance, the Group
has existing facilities with National Westminster Bank plc, HSBC Innovation
Bank Limited and Santander plc, comprising a £75m revolving credit facility
and a £45m accordion, in place until October 2028. The Board expects the
Group to remain profitable and has no intention or expectation of liquidating
the Group or ceasing trading.
On the assumption of no change of control of the Group, as part of the
preparation of our FY25 results, the Directors have performed detailed
financial forecasting, as well as severe stress-testing in our financial
modelling, but have not identified any credible scenarios that would cast
doubt on our ability to continue as a going concern or cause liquidity
challenges. The Directors are satisfied that under the current Board approved
strategy and forecasts that the Group has significant headroom against
financial covenants and supports the going concern assessment for the business
under the current ownership structure and financing facilities in place.
On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited
('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path')
and the Company announced that they had reached agreement on the terms of a
recommended all cash acquisition of the entire issued and to be issued share
capital of the Company, to be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006. The scheme document in
respect of the proposed acquisition was published and made available to Idox
Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and
the General meeting in connection with the proposed scheme of arrangement were
each adjourned to provide further time for discussions with Idox shareholders
and to allow Idox shareholders additional time to consider the acquisition.
On 5 January 2026, in order to increase the certainty of the proposed
acquisition, Bidco determined, with the consent
of Idox and the Takeover Panel, to change the transaction structure, electing
to proceed by way of a recommended contractual takeover offer with the
acceptance condition being set at a level that would result in Bidco holding
Idox shares carrying in aggregate more than 50 per cent. of the voting rights
normally exercisable at general meetings of the Company. Idox shareholders
have been able to accept the offer from the date of the posting of the offer
document, which was 15 January 2026. A contractual takeover conducted in
accordance with the requirements of the UK Takeover Code typically runs for a
period of 60 days from the posting of the offer document. Day 60 is the latest
date by which the offer must become unconditional or lapse. Day 60 for UK
Takeover Code purposes is 16 March 2026. The offer timetable is however
capable of being suspended or extended by each of Idox and Bidco with the
consent of the Takeover Panel in certain specified circumstances. Shareholders
will be kept updated at relevant intervals throughout the offer period.
The Idox Directors have unanimously concluded that the terms of the
recommended takeover by Bidco continue to represent an attractive proposition
for shareholders and stakeholders taking into account Long Path's publicly
stated intentions for the business and confirmation from Long Path's financial
advisors that sufficient financial resources are available for the transaction
to be completed.
Subject to shareholders accepting Long Path's contractual takeover offer in
sufficient numbers to satisfy Bidco's acceptance condition and the receipt of
relevant regulatory approvals, the acquisition would be expected to complete
within 12 months of approving this report.
Material uncertainty as to going concern
The Directors have no reason to believe that Long Path would do anything that
would be detrimental to the Group's business, given their publicly stated
intentions for the business. However, the Group will become more leveraged and
be subject to different financial covenants to those that exist under the
current financing facilities. The Directors of Idox plc have had no visibility
of the strategic plans or detailed financial modelling for the Group post
transaction, and as such are unable to certify for a 12-month period post
approval of this report that the Group post completion can continue for a
period of 12 months from the date of this report.
Given the above, there is a material uncertainty which may cast significant
doubt as to the Company's ability to continue as a going concern and therefore
it may be unable to realise its assets and discharge its liabilities in the
normal course of the business.
Notwithstanding this uncertainty, having assessed the Company's and the
Group's risks, existing facilities, performance, and the information reviewed
by Idox and Long Path's financial advisors, the Directors have concluded that
the Company and the Group have adequate resources to continue in operational
existence for at least 12 months from the date of approval of these
consolidated financial statements and therefore have determined that the going
concern basis remains appropriate for preparation of the Company's and Group's
financial statements. These consolidated financial statements do not include
the adjustments that would result if the Company and the Group were unable to
continue as a going concern.
The Annual Financial Report Announcement was approved by the Board of
Directors on 16 February 2026 and signed on its behalf by David Meaden and
Anoop Kang.
2 RESPONSIBILITY STATEMENTS UNDER THE DISCLOSURE AND TRANSPARENCY RULES
The Directors confirm that:
· the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and
the undertakings included in the consolidation taken as a whole;
· the strategic report includes a fair review of the development
and performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
· the annual report and financial statements, taken as a whole, are
fair, balanced and understandable and provide the information necessary for
shareholders to assess the company's position and performance, business model
and strategy.
The name and function of each of the Directors for the year ended 31 October
2025 are set out in the Annual Financial Report 2025.
3 SEGMENTAL ANALYSIS
During the year ended 31 October 2025, the Group was organised into three
operating segments, which are detailed below.
IFRS 8 Operating Segments requires the disclosure of reported segments in
accordance with internal reports provided to the Group's chief operating
decision maker. The Group considers its Board of Directors to be the chief
operating decision maker and therefore has aligned the segmental disclosures
with the monthly reports provided to the Board of Directors.
· Land, Property & Public Protection (LPPP) - delivering
specialist information management and data services solutions and services to
the public sector and private sectors.
· Assets - delivering engineering document management and control
solutions to asset intensive industry sectors.
· Communities (COMM) - delivering software solutions to clients
with social value running through their core.
Segment revenue comprises sales to external customers and excludes gains
arising on the disposal of assets and finance income. Segment profit reported
to the Board represents the profit earned by each segment before the
allocation of taxation, Group interest payments and Group acquisition costs.
The assets and liabilities of the Group are not reviewed by the chief
operating decision maker on a segment basis. The Group does not place reliance
on any specific customer and has no individual customer that generates 10% or
more of its total Group revenue.
Segment assets are not tracked by the Group, as such, no disclosure has been
made for segment assets.
The segment revenues by geographic location are as follows:
2025 2024
£000 £000
Revenues from external customers
United Kingdom 82,063 80,032
USA 4,588 4,141
Rest of Europe 2,335 2,312
Rest of World 843 1,114
89,829 87,599
Revenues are attributed to individual countries on the basis of the location
of the customer.
The segment revenues by type are as follows:
2025 2024
£000 £000
Revenues by type
Recurring revenues - LPPP 38,416 34,898
Recurring revenues - Assets 9,509 9,418
Recurring revenues - Communities 11,809 10,158
Recurring revenues 59,734 54,474
Non-recurring revenues - LPPP 18,868 20,366
Non-recurring revenues - Assets 6,088 5,475
Non-recurring revenues - Communities 5,139 7,284
Non-recurring revenues 30,095 33,125
89,829 87,599
Revenue from sale of goods (hardware and software) 76,989 71,820
Revenue from rendering of services 12,840 15,779
89,829 87,599
Recurring revenue is income generated from customers on an annual contractual
basis. Recurring revenue amounts to 66% (2024: 62%) of revenue from continued
operations, which is revenue generated annually from sales to existing
customers.
All revenues are recognised over the period of the contract, unless the only
performance obligation is to licence or re-licence a customer's existing user
without any further obligations, in which case the revenue is recognised upon
completion of the obligation.
All contracts are issued with commercial payment terms without any unusual
financial or deferred arrangements and do not include any amounts of variable
consideration that are constrained.
The Group's total outstanding contracted performance obligations at 31 October
2025 was £109,638,000 (2024: £96,792,000) and it is anticipated that 71% of
this will be recognised as revenue in FY26 and 17% in FY27.
The segment results by business unit for the year ended 31 October 2025:
LPPP Assets Communities £000 Total
£000 £000 £000
Revenue 57,284 15,597 16,948 89,829
Earnings before depreciation, amortisation, transaction and strategic project 16,894 3,280 6,804 26,978
costs, acquisition costs, impairment, financing costs and share option costs
Depreciation (447) (163) (142) (752)
Depreciation - right-of-use-assets (510) (171) (149) (830)
Amortisation - software licences and R&D (3,729) (1,585) (1,487) (6,801)
Amortisation - acquired intangibles (3,402) (211) (580) (4,193)
Transaction and strategic project costs (744) (340) (344) (1,428)
Acquisition costs (43) (6) (369) (418)
Share option costs (1,318) (319) (403) (2,040)
Operating profit 6,701 485 3,330 10,516
Finance income 82
Finance costs (2,044)
Profit before taxation 8,554
The corporate recharge to the business unit EBITDA is allocated on a head
count basis.
The segment results by business unit for the year ended 31 October 2024:
LPPP Assets Communities £000 Total
£000 £000 £000
Revenue 55,264 14,893 17,442 87,599
Earnings before depreciation, amortisation, transaction and strategic project 16,854 3,299 5,898 26,051
costs, acquisition costs, impairment, financing costs and share option costs
Depreciation (600) (207) (177) (984)
Depreciation - right-of-use-assets (523) (189) (158) (870)
Amortisation - software licences and R&D (3,272) (2,345) (498) (6,115)
Amortisation - acquired intangibles (3,402) (224) (426) (4,052)
Transaction and strategic project costs (224) (48) (30) (302)
Acquisition costs (772) (193) (191) (1,156)
Share option costs (1,561) (423) (507) (2,491)
Segment operating profit 6,500 (330) 3,911 10,081
Financing costs (67)
Operating profit 10,014
Finance income 69
Finance costs (2,019)
Profit before taxation 8,064
The corporate recharge to the business unit EBITDA is allocated on a head
count basis.
4 EARNINGS PER SHARE
The earnings per ordinary share is calculated by reference to the earnings
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during each period, as follows:
Continuing Operations 2025 2024
£000 £000
Profit for the year 6,159 5,259
Basic earnings per share
Weighted average number of shares in issue 455,862,458 453,835,013
Basic earnings per share 1.35p 1.16p
Weighted average number of shares in issue 455,862,458 453,835,013
Add back:
Dilutive share options 3,549,154 3,951,198
Weighted average allotted, called up and fully paid share capital 459,411,612 457,786,211
Diluted earnings per share
Diluted earnings per share 1.34p 1.15p
Adjusted earnings per share 2025 2024
£000 £000
Profit for the year 6,159 5,259
Add back:
Amortisation on acquired intangibles 4,193 4,052
Acquisition costs 418 1,156
Transaction and strategic project costs 1,428 302
Financing costs - 67
Share option costs 2,040 2,491
Tax effect (1,764) (1,398)
Adjusted profit for year 12,474 11,929
Weighted average number of shares in issue - basic 455,862,458 453,835,013
Weighted average number of shares in issue - diluted 459,411,612 457,786,211
Adjusted earnings per share 2.74p 2.63p
Adjusted diluted earnings per share 2.72p 2.61p
5 INTANGIBLE ASSETS
Goodwill Customer relation- Trade names Software Develop-ment costs Order backlog Total
ships
£000 £000 £000 £000 £000 £000 £000
Cost
At 1 November 2023 93,264 42,496 11,716 31,042 41,497 319 220,334
Foreign exchange - - - - (16) (12) (28)
Additions - - - - 7,946 - 7,946
Disposals (3,302) (2,304) (2,134) (1,108) - - (8,848)
At 31 October 2024 89,962 40,192 9,582 29,934 49,427 307 219,404
Foreign exchange - - - - 15 (2) 13
Additions - - - - 8,816 - 8,816
Additions on acquisition 5,080 2,270 150 1,456 695 - 9,651
Disposals - - - (5,019) - - (5,019)
At 31 October 2025 95,042 42,462 9,732 26,371 58,953 305 232,865
Amortisation and impairment
At 1 November 2023 31,709 22,804 9,876 21,441 25,400 319 111,549
Foreign exchange - - - - (16) (12) (28)
Amortisation for the year - 2,151 350 1,614 6,052 - 10,167
Disposals (3,302) (2,304) (2,134) (1,108) - - (8,848)
At 31 October 2024 28,407 22,651 8,092 21,947 31,436 307 112,840
Foreign exchange - - - - 15 (2) 13
Amortisation on acquisition - - - - 288 - 288
Amortisation for the year 2,226 355 1,651 6,762 - 10,994
Disposals - - - (5,019) - - (5,019)
At 31 October 2025 28,407 24,877 8,447 18,579 38,501 305 119,116
Carrying amount at 31 October 2025 66,635 17,585 1,285 7,792 20,452 - 113,749
Carrying amount at 31 October 2024 61,555 17,541 1,490 7,987 17,991 - 106,564
Average remaining amortisation period (years)
31 October 2025 n/a 7.9 3.6 4.7 3.0 -
31 October 2024 n/a 8.2 4.3 4.9 3.0 -
During the year, goodwill and intangibles were reviewed for impairment in
accordance with IAS 36, 'Impairment of Assets'. An impairment charge of £Nil
(2024: £Nil) was processed in the year and is included in the amortisation
line of the statement of comprehensive income.
Impairment test for goodwill
For this review, goodwill was allocated to the Group's divisional business
units on the basis of the Group's operations which represent the Group's
operating segments as disclosed in the segmental analysis. As the Board
reviews results on a segmental level, the Group monitors goodwill on the same
basis.
The carrying value of goodwill by each operating segment is as follows:
2025 2024
Operating segments £000 £000
Land, Property & Public Protection (LPPP) 39,091 39,091
Assets 14,196 14,196
Communities 13,348 8,268
66,635 61,555
The recoverable amount of goodwill in each operating segment has been
determined using value-in-use calculations. These calculations use pre-tax
cash flow projections based on financial budgets approved by management
covering the next three financial years. The key assumptions used in the
financial budgets relate to revenue and Adjusted EBITDA growth targets. Cash
flows beyond this period are extrapolated using the estimated growth rates
stated below. Growth rates are reviewed in line with historic actuals to
ensure reasonableness and are based on an increase in market share.
For value-in-use calculations, the growth rates and margins used to estimate
future performance are based on financial forecasts (as described above) which
is management's best estimate of short-term performance based on an assessment
of market opportunities and macro-economic conditions. In the year to 31
October 2025, the Weighted Average Cost of Capital for each operating segment
has been used as an appropriate discount rate to apply to cash flows. The same
basis was used in the year to 31 October 2024.
The assumptions used for the value-in-use calculations are as follows and are
considered appropriate for each of the risk profiles of the respective
operating segment:
Operating segments Discount rate Annualised EBITDA growth rate over three years Long term growth rate Discount rate Growth rate prior year
current year current year prior year
LPPP 15.8% 9.5% 4.7% 15.3% 4.7%
Assets 15.3% 5.9% 3.6% 16.0% 3.6%
Communities 15.8% 8.0% 3.6% 15.3% 3.6%
The long-term growth rate in the LPPP segment is higher than that of the UK
economy as we anticipate high levels of growth within our geospatial solutions
that will outpace the economy due to the high growth rate of this sector.
Individual Weighted Average Costs of Capital were calculated for each
operating segment and adjusted for the market's assessment of the risks
attaching to each operating segment's cash flows. The Weighted Average Cost of
Capital is recalculated at each period end.
Management considered the carrying value of goodwill within the Group in
comparison to the future budgets and have processed an impairment charge of
£Nil within the year in relation to the Group's goodwill (2024: £Nil).
The Group has conducted sensitivity analysis on the impairment test of each
operating segments carrying value. Sensitivities have been run on the discount
rate applied and management are satisfied that a reasonable increase in the
discount rate used would not lead to the carrying amount of each operating
segment exceeding the recoverable amount.
Sensitivities have been conducted on cash flow forecasts, reducing
management's three-year forecast EBITDA for all operating segments EBITDA by
10%. Management are satisfied that this change would not lead to the carrying
amount of each operating segment exceeding the recoverable amount, although
this does depend on achieving forecast growth over the three-year period.
Sensitivities have also been conducted on cash flow forecasts for all
operating segments reducing the long-term growth rate to 0%. Management are
satisfied that this change would not lead to the carrying amount of each
operating segment exceeding the recoverable amount.
Management have not identified any individual assumption within the estimate
where a reasonably possibly change in estimate could result in all goodwill
headroom being eroded.
6 ACQUISITIONS
Plianz
On 12 May 2025, the Group acquired the entire share capital of Trojan
Consultants Limited and its subsidiary Inform Communications Ltd, which trades
as Plianz.
Plianz is a provider of Social Care software solutions in the UK. The
acquisition strengthens our existing Social Care offering and continues to
build on our strong public sector software capabilities. This expansion of the
Idox solution in the social care sector is a great development for us as a
business broadening our capabilities and continuing to enhance the expertise
and solutions we provide for this critical sector.
Goodwill arising on the acquisition of Plianz has been capitalised and
consists largely of the value of the synergies and economies of scale expected
from combining the operations of Plianz with Idox. None of the goodwill
recognised is expected to be deductible for income tax purposes. The purchase
of Plianz has been accounted for using the acquisition method of accounting.
Book value Fair value
£000 £000
Property, plant and equipment 5 5
Trade receivables 177 177
Other receivables 145 171
Cash at bank 398 398
Total Assets 725 751
Trade payables (115) (115)
Other liabilities (90) (100)
Contract liabilities (1,347) (1,347)
Social security and other taxes (147) (147)
Deferred tax liability - (435)
Total Liabilities (1,699) (2,144)
Net Liabilities (1,393)
Goodwill arising on acquisition 5,080
Purchased customer relationships capitalised 2,270
Purchased trade names capitalised 150
Purchased software capitalised 1,456
Purchased research and development capitalised 407
Total consideration 7,970
Satisfied by:
Cash to vendor 7,946
Deferred consideration 24
7,970
The revenue included in the consolidated statement of comprehensive income
since 12 May 2025 contributed by Plianz was £1.3m. Plianz also made a profit
after tax of £0.4m for the same period. If Plianz had been included from 1
November 2024, it would have contributed £2.8m to Group revenue and a profit
after tax of £0.8m.
Acquisition costs of £342,000 have been written off in the consolidated
statement of comprehensive income.
Acquisition of subsidiaries net of cash acquired
Acquisition of subsidiaries, net of cash acquired, relates to the payments in
relation to the Plianz acquisition.
£000
Acquisition of subsidiaries net of cash acquired per cashflow statement (7,519)
Cash acquired as part of the Plianz acquisition (398)
Plianz consideration completion adjustment (29)
(7,946)
Cash to vendor per acquisition note 7,946
For comparative purposes, the 2024 reconciliations were as follows:
Acquisition of subsidiaries, net of cash acquired, relates to the final
payments due relation to the prior year Emapsite acquisition. These amounts
were treated as consideration in the prior year and represent final
consideration payable for working capital acquired and a deferred
consideration payable.
£000
Acquisition of subsidiaries net of cash acquired per cashflow statement (2,393)
Deferred consideration payment made in relation to Emapsite 1,393
Emapsite consideration completion adjustment 1,000
-
Cash to vendor per acquisition note -
7 POST BALANCE SHEET EVENTS
On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited
('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path')
and the Company announced that they had reached agreement on the terms of a
recommended all cash acquisition of the entire issued and to be issued share
capital of the Company, to be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006. The scheme document in
respect of the proposed acquisition was published and made available to Idox
Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and
the General meeting in connection with the proposed scheme of arrangement were
each adjourned to provide further time for discussions with Idox shareholders
and to allow Idox shareholders additional time to consider the acquisition.
On 5 January 2026, in order to increase the certainty of the proposed
acquisition, Bidco determined, with the consent of Idox and the Takeover
Panel, to change the transaction structure, electing to proceed by way of a
recommended contractual takeover offer with the acceptance condition being set
at a level that would result in Bidco holding Idox shares carrying in
aggregate more than 50 per cent. of the voting rights normally exercisable at
general meetings of the Company. Idox shareholders have been able to accept
the offer from the date of the posting of the offer document, which was 15
January 2026. A contractual takeover conducted in accordance with the
requirements of the UK Takeover Code typically runs for a period of 60 days
from the posting of the offer document. Day 60 is the latest date by which the
offer must become unconditional or lapse. Day 60 for UK Takeover Code purposes
is 16 March 2026. The offer timetable is however capable of being suspended or
extended by each of Idox and Bidco with the consent of the Takeover Panel in
certain specified circumstances. Shareholders will be kept updated at relevant
intervals throughout the offer period.
The Idox Directors have unanimously concluded that the terms of the
recommended takeover by Bidco continue to represent an attractive proposition
for shareholders and stakeholders taking into account Long Path's publicly
stated intentions for the business and confirmation from Long Path's financial
advisors that sufficient financial resources are available for the transaction
to be completed.
Subject to shareholders accepting Long Path's contractual takeover offer in
sufficient numbers to satisfy Bidco's acceptance condition and the receipt of
relevant regulatory approvals, the acquisition would be expected to complete
within 12 months of approving this report.
8 CONTINGENT LIABILITIES
As disclosed, the Group is in an offer period. The total fees and expenses
expected to be incurred by the Group in connection with the transaction are
expected to be approximately £12.1m (excluding any applicable value added
tax). £10.4m of this amount is contingent on the transaction completing. The
remaining £1.7m has been accounted for on an accruals basis based on work
performed. Of this, £0.3m has been accrued in the FY25 results and the
balance of £1.4m will be recorded in the FY26 results.
There were no material Group contingent liabilities at 31 October 2024.
9 ADDITIONAL INFORMATION
Related Party Transactions
No related party transactions have taken place during the year that have
materially affected the financial position or performance of the Company.
Principal Risks and Uncertainties
The principal risk and uncertainties facing the Group together with the
actions being taken to mitigate them and future potential items for
consideration are set out in the Strategic Report section of the Annual
Financial Report 2025.
10 ALTERNATIVE PERFORMANCE MEASURES
Following the issuance of the Guidelines on Alternative Performance Measures
(APMs) by the European Securities and Markets Authority (ESMA) in June 2015,
the Group has included this section in its Annual Report and Accounts with the
aim of providing transparency and clarity on the measures adopted internally
to assess performance. Throughout this report, the Group has presented
financial performance measures which are considered most relevant to Idox and
are used to manage the Group's performance. These financial performance
measures are chosen to provide a balanced view of the Group's operations and
are considered useful to investors as these measures provide relevant
information on the Group's past or future performance, position, or cash
flows. The APMs, which are not defined or specified under International
Financial Reporting Standards, adopted by the Group are also commonly used in
the sectors it operates in and therefore serve as a useful aid for investors
to compare Idox's performance to its peers. The Board believes that disclosing
these performance measures enhances investors' ability to evaluate and assess
the underlying financial performance of the Group's operations and the related
key business drivers. These financial performance measures are also aligned to
measures used internally to assess business performance in the Group's
budgeting process and when determining compensation. They are also consistent
with how the business is assessed by our debt and equity providers. Details
are included within the financial review section of the Strategic Report.
We believe that these measures provide a user of the accounts with important
additional information. The following table reconciles these APMs to statutory
equivalents for continuing operations:
2025 2024
£000 £000
Adjusted EBITDA:
Profit before taxation 8,554 8,064
Depreciation and Amortisation 12,576 12,021
Transaction and strategic project costs 1,428 302
Acquisition costs 418 1,156
Financing costs - 67
Share option costs 2,040 2,491
Net finance costs 1,962 1,950
Adjusted EBITDA 26,978 26,051
Free cashflow:
Net cashflow from operating activities after taxation 19,875 21,108
Capex (9,502) (8,686)
Lease payments (916) (782)
Free cashflow 9,457 11,640
Net debt:
Cash (8,273) (11,660)
Bank borrowings 21,562 10,780
Bonds in issue - 10,808
Net Debt 13,289 9,928
Adjusted profit for the year and adjusted earnings per share:
Profit for the year 6,159 5,259
Add back:
Amortisation on acquired intangibles 4,193 4,052
Acquisition costs 418 1,156
Transaction and strategic project costs 1,428 302
Financing costs - 67
Share option costs 2,040 2,491
Tax effect (1,764) (1,398)
Adjusted profit for year 12,474 11,929
Weighted average number of shares in issue - basic 455,862,458 453,835,013
Weighted average number of shares in issue - diluted 459,411,612 457,786,211
Adjusted earnings per share 2.74p 2.63p
Adjusted diluted earnings per share 2.72p 2.61p
The Group adjusts for certain non-underlying items which the Board believes
assists in understanding the performance achieved by the Group. These are
non-underlying items as they do not relate to the operating performance of the
Group. Profit before taxation is adjusted for depreciation, amortisation,
transaction and strategic project costs, acquisition costs, financing costs,
share option costs and net finance costs to calculate a figure for EBITDA
which is commonly quoted by our peer group and allows users to compare our
performance with those of our peers. This also provides the users of the
accounts with a view of the underlying performance of the Group which is
comparable year on year.
Depreciation and amortisation are omitted as they relate to assets acquired by
the Group which may be subject to differing treatment within the peer group
and so this allows meaningful comparisons to be made.
Amortisation on acquired intangibles omitted in order to improve the
comparability between acquired and organic operations as the latter does not
recognise internally generated intangible assets. Adjusting for amortisation
provides a more consistent basis for comparison between the two.
Transaction and strategic project costs, acquisition costs, financing costs
and net finance costs are omitted as they are considered to be one off in
nature or do not represent the underlying trade of the Group. The items within
these categories are assessed on a regular basis to ensure that they do not
contain items which would be deemed to represent the underlying trade of the
business.
Share option costs are excluded as they do not represent the underlying trade
of the business and fluctuate subject to external market conditions and number
of shares. This would distort year-on-year comparison of the figures.
Profit after taxation is adjusted for amortisation from acquired intangibles,
transaction and strategic project costs, acquisition costs, financing costs
and share option costs, as well as considering the tax impact of these items.
To exclude the items without excluding the tax impact would not give the
complete picture. This enables the user of the accounts to compare the core
operational performance of the Group. Adjusted earnings per share takes into
account all of the factors above and provides users of the Annual Report and
Accounts information on the performance of the business that management is
more directly able to influence and on a comparable basis for year to year.
Readers of the Annual Report and Accounts are encouraged to review the
financial statements in their entirety.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR TFMLTMTTBBAF
Copyright 2019 Regulatory News Service, all rights reserved