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REG - IDOX PLC - FY25 Results

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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.

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.   END  FR TFMLTMTTBBAF



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