REG - itim Group PLC - Full year results for year ended 31 December 2025
Wed 07:00
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RNS Number : 0253E itim Group PLC 13 May 2026
13 May 2026
itim Group plc
("itim" or "the Company" and together with its subsidiaries "the Group")
Full year results for the year ended 31 December 2025
itim Group plc, a SaaS based technology company that enables store-based
retailers to optimise their businesses to improve financial performance, is
pleased to announce its audited results for the year ended 31 December 2025.
Financial Highlights
• Group revenue decreased by 2% to £17.5m (FY24: £17.9m)
• Booked recurring revenue increased by 0.7% to £13.5m (FY24: £13.4m)
• Recurring revenue represented 77% of Group revenue (FY24: 75%)
• Annual recurring revenue ("ARR") increased to £14.2m (FY24: £13.0m),
representing annual growth of 9%
• Group Adjusted EBITDA¹ of £1.7m (FY24: £2.5m)
• Adjusted EBITDA¹ margin of 10% (FY24: 14%)
• Loss before tax of £0.5m compared to a profit of £0.2m in FY24
• Adjusted loss per share² of (0.47) pence (FY24: 1.09 pence)
• Basic loss per share of (0.81) pence (FY24: 0.64 pence)
• Closing cash balances of £2.6m (FY24: £3.8m)
¹ EBITDA has been adjusted to exclude share-based payment charges,
exceptional items, along with depreciation, amortisation, interest and tax
from the measure of profit.
² The profit measure has been adjusted to exclude exceptional items and share
option charges.
Ali Athar, Chief Executive, commented:
"2025 was a year of resilience, investment and strategic progress for itim
despite the challenging backdrop across the retail sector. Supported by our
robust recurring revenue model, the Group continued to invest in its people,
technology and international expansion, while also taking decisive action to
reduce the annual cost base by over £1m. Our itim-UNIFY platform continues to
provide retailers with a highly differentiated omni-channel solution that
helps reduce complexity, improve productivity and drive profitability.
Alongside this, we accelerated our geographic diversification strategy,
broadening our addressable market and reducing reliance on UK retail spending
cycles.
"We are also excited by the launch of itimAIQ, our new AI platform designed
specifically for retailers. We believe AI will transform the sector and
itimAIQ enables retailers to harness these opportunities securely while
maintaining control of their customer relationships and data. With encouraging
sales opportunities, continued innovation and growing interest in AI-led
solutions, we enter 2026 with renewed confidence."
Copies of the Annual Report and Accounts for FY2025 with the notice of annual
general meeting have been posted to shareholders today and are available on
the Company's website www.itim.com. The annual general meeting of itim Group
plc will be held at the offices of the Company, 2nd Floor, Atlas House, 173
Victoria Street, London SW1E 5NA on 15(th) June 2026 at 11.00 a.m.
Enquiries:
Itim Group plc Ali Athar, CEO 0207 598 7700
Ian Hayes CFO
Zeus (NOMAD & Broker) Katy Mitchell 0203 829 5000
Harry Ansell
Darshan Patel
IFC Advisory Graham Herring 0207 3934 6630
Florence Staton
ABOUT ITIM
itim was established in 1993 by its founder, and current Chief Executive
Officer, Ali Athar. itim was initially formed as a consulting business,
helping retailers effect operational improvement. From 1999 the Company began
to expand into the provision of proprietary software solutions and by 2004 the
Company was focused exclusively on digital technology. itim has grown both
organically and through a series of acquisitions of small, legacy retail
software systems and associated applications which itim has redeveloped to
create a fully integrated end to end Omni-channel platform.
CHAIRMAN'S STATEMENT
Having now served as Non-Executive Chairman for over a year and a half, I am
pleased to reflect on a period in which the Group has continued to make
meaningful strategic progress, despite a more challenging economic backdrop,
particularly within the retail sector.
The past year has seen increased pressure across the retail sector, with many
retailers facing sustained cost inflation, regulatory challenges and
constrained investment capacity. Against this backdrop, the Group has
demonstrated resilience, supported by its strong recurring revenue model and
the continued dedication of our team. The growth in annual recurring revenue
during the year is a clear reflection of the strength of our proposition and
the value we continue to deliver to our customers.
During the year, we have remained focused on executing our long-term strategy,
with particular emphasis on innovation, operational discipline and expanding
our market reach. Our Itim-UNIFY platform continues to evolve as a highly
differentiated, customer-centric solution, enabling retailers to simplify
operations, reduce costs and enhance overall performance in an increasingly
complex trading environment.
A key highlight of the period has been our continued investment in innovation,
most notably the development and launch of itimAIQ. This new AI-enabled
platform represents an important extension of our capabilities and positions
the Group to benefit from the growing adoption of artificial intelligence
across the retail sector. Early engagement from both existing and prospective
customers has been encouraging and reinforces our confidence in the long-term
opportunity this presents. More details of this platform are set out in the
Chief Executive's Review, below.
In response to the more challenging UK retail environment, we have also
accelerated our efforts to diversify geographically. Progress has been made in
expanding into new territories and strengthening our commercial capabilities,
helping to broaden our opportunity set and reduce reliance on any single
market. We are encouraged by the development of new business opportunities
outside of the UK and expect this to build further momentum into the coming
year.
The Board has taken a proactive approach to managing the cost base during the
period, with actions taken in the second half of the year to reduce annualised
costs by over £1 million. These measures ensure that the business remains
well positioned to navigate near-term challenges while continuing to invest
selectively in strategic initiatives.
The strengthening of both the Board and senior management team during the year
provides additional depth and capability as we execute on our strategy. As we
look ahead, we remain mindful of the ongoing economic uncertainty and the
pressures facing the retail sector. However, the Group's strong foundations,
combined with continued investment in technology, innovation and market
expansion, give the Board confidence in its long-term prospects. We believe
that 2026 will represent an important year in the continued execution of the
Group's strategy and a potential inflection point for growth.
I would like to extend my sincere thanks to my fellow Board members for their
continued support and guidance, to our employees for their dedication, and to
our customers and shareholders for their ongoing trust in the Group.
Colin Price
Chairman
12th May 2026
CHIEF EXECUTIVE'S REVIEW
I am pleased to present our Annual Report for 2025, in which we have delivered
a robust performance set against a challenging economic backdrop particularly
in the retail sector. During this period, itim has invested significantly in
its people and technology, diversified geographically and established a new AI
product that positions the Group well for future growth.
Advancing technology is at the heart of everything that itim does. The Group's
core Itim-UNIFY platform has matured into a highly differentiated,
customer-centric, omni-channel retail platform designed for modern retailing.
It enables retailers to:
• Reduce IT complexity and operating costs
• Improve head office productivity and reduce administrative overhead
• Drive sales growth through enhanced customer engagement
• Significantly improve overall profitability
Management believes Itim-UNIFY represents one of the most comprehensive and
future-ready unified retail platforms available to mid-sized retailers today.
This is substantiated by the considerable customer base of well-known UK and
international retail companies that have identified the need for our products
and services.
The UK retail sector experienced a highly challenging trading environment in
2025, driven by sustained cost inflation, regulatory pressures, and weak
macroeconomic growth. These factors impacted retailer investment appetite and
led many market participants to prioritise cost control and cash preservation
overgrowth initiatives. One of the Group's retail customers Quiz Clothing
entered administration in February 2026 which resulted in a write-off in the
year under review. However, despite this loss the Group still managed to
increase its annual recurring revenue in 2025, and the Board is confident that
this shortfall in revenue will be replaced by growth within its customer base
and new prospects. As a result of these pressures facing the retail industry,
the Board acted in the second half of the year by reducing the annual cost
base by over £1m, the effects of which will be seen in 2026.
Itim has a robust business model with annual recurring revenues of over £14m
which has served to mitigate much of the financial pressure witnessed in 2025.
In addition, many of the prospects in 2025 are still active and we are
optimistic will engage in 2026 following the restructuring that many retailers
were forced to carry out. Early indications have been promising which provides
the Board with confidence and despite these headwinds, the business has
demonstrated resilience and continued to invest selectively in areas aligned
with long-term value creation.
In response to the UK-centric macroeconomic pressure, the Group has
accelerated its geographic diversification strategy. A new Sales &
Marketing Director was appointed in the period to strengthen commercial
execution, sharpen go-to-market strategy, and expand international reach. As
part of this initiative, the business has entered new geographic territories
in which our products are ideally suited, reducing reliance on UK retail
spending cycles and broadening the addressable market. This strategic shift
positions the Group to benefit from recovery and growth across multiple
geographies rather than being overly exposed to a single macro environment.
Encouragingly, significant progress has already been made with new business
opportunities developing and key initiatives being rolled out.
Innovation has always been a key focus for the Group as we continue to develop
new initiatives to improve our client offering. Recognising Artificial
Intelligence (AI) rapidly emerging as one of the most consequential forces
shaping the future of retail, this year the Group has prioritised investment
in AI capabilities. This investment has culminated in the launch of itimAIQ, a
new AI platform specifically designed for retailers. A key question for the
industry is whether AI represents a competitive threat to retailers or a
transformational opportunity to strengthen their position. We believe the
answer depends on how proactively retailers respond. In particular, the
evolution toward "agentic AI", where intelligent agents autonomously perform
tasks, make decisions, and optimise operations, will redefine how retail
businesses are run. Over time, these agents have the potential to replace or
augment many head office functions, while driving improvements in
productivity, efficiency, and profitability.
However, this transformation is not without risk. The retail sector has
already experienced the impact of platform dependency, most notably through
the rise of Google in search and Amazon in marketplaces. These platforms have,
in many cases, become critical intermediaries between retailers and their
customers. A similar dynamic could emerge with Large Language Models (LLMs),
which are increasingly acting as gateways to product discovery and purchasing
decisions. LLMs already possess vast amounts of product data, much of it
scraped from retailer websites, and there is a clear risk that they could
establish a comparable level of influence or control over customer
interactions.
In this context, we believe maintaining control over customer relationships
and proprietary data becomes strategically critical. Retailers that rely on
third-party AI platforms without appropriate safeguards risk
disintermediation, loss of brand differentiation, and erosion of margin. At
the same time, we consider that those that invest in their own AI capabilities
stand to benefit from enhanced customer engagement, more informed
decision-making, and improved operational performance.
itimAIQ addresses both the opportunity and the risk. A context management
platform designed to enable retailers to build and deploy AI agents securely
and efficiently. itimAIQ allows retailers to harness the power of LLMs without
exposing sensitive customer or transactional data. By acting as a layer
between retailers' systems and AI models, it ensures that retailers retain
ownership and control and protect their most valuable data assets while still
benefiting from advances in AI technology.
The platform is built using industry-standard protocols, enabling seamless
integration with both LLMs and existing retail systems. Importantly, itimAIQ
is not limited to the Group's itim-UNIFY platform; it can sit on top of any
retailer's technology stack. This flexibility allows us to address a broader
market and offer itimAIQ as a standalone solution, while also enhancing the
value proposition of our existing products.
We anticipate that agentic AI will lead to the proliferation of AI agents
across all areas of retail. It is our view that these agents will rely on
access to high-quality data to function effectively, reinforcing the
importance of a robust and secure data architecture. Through itimAIQ,
retailers can develop and scale these agents quickly and cost-effectively,
without the need for extensive in-house AI infrastructure.
As part of the Group's strategy, itim will develop a series of proof-point
agents to demonstrate the tangible benefits of this approach. Early examples
include customer service agents that enhance the capabilities of in-store
staff, effectively transforming them into highly informed and responsive
salespeople, as well as agents that support improved buying decisions and more
sophisticated pricing strategies. Over time, we expect retailers to deploy a
wide range of agents across their operations, limited only by their
imagination and strategic ambition.
While management are not currently forecasting direct revenues from itimAIQ,
the Directors believe the platform will play a significant role in driving
future growth. It creates new opportunities to engage with both existing and
prospective clients, strengthens itim's overall value proposition, and
positions the Group at the forefront of a major technological shift in the
retail sector. As adoption of AI accelerates, management expect demand for
solutions that combine capability with control to increase substantially.
Overall, we consider that AI should not weaken retailers; rather, it will make
them stronger provided they take an active role in shaping how it is
implemented. With itimAIQ, the Group is enabling retailers to embrace agentic
AI in a way that enhances performance, protects strategic assets, and
preserves their direct relationship with customers. This positions both itim's
clients and our business to benefit from the next phase of retail innovation.
Based on a robust recurring revenue model, 2025 can be summarised as a year of
investment, geographic diversification and product innovation. Both the Board
and senior management teams have been strengthened creating immediate tangible
benefits as we continue to roll out new products. The Group has responded well
to the growing demand of artificial intelligence in the retail sector with the
exciting launch of itimAIQ which highlights the growth intentions of the
Group.
Mindful of the ongoing challenging economic uncertainties, management believes
that it has invested well this year and that 2026 represents a defining year
for the execution of the Group's strategy and a potential inflection point for
accelerated growth. As a result, it views the prospects of the business with
renewed confidence.
Ali Athar
Chief Executive Officer
12 May 2026
CHIEF FINANCIAL OFFICER'S REVIEW
Income Statement
Overview
As outlined in the CEO's report, 2025 proved to be a challenging year for the
retail sector, set against a difficult economic backdrop. This environment led
to delays in project commencements, which in turn impacted the Group's revenue
and profitability.
In response to the continued deferral of project start dates, management took
decisive action by reducing the annualised headcount cost by £1.0m. While
this measure is expected to deliver benefits in future periods, they resulted
in higher costs in 2025 due to exceptional redundancy costs.
In addition, Quiz Clothing entered administration in February 2026 requiring
the Group to recognise a bad debt provision in respect of outstanding balances
at the 2025 year end.
The combination of delayed services revenue, exceptional redundancy costs, and
the Quiz bad debt provision were the main contributing factors to the decline
in profitability in 2025.
Despite these challenges in the UK market, our South American operations
continued to perform strongly, with robust profitability delivered by our
Portuguese business.
As a result, EBITDA decreased from a record £2.5m in 2024 to £1.7m in 2025,
while profit after tax moved from £0.2m in 2024 to a loss of £0.25m in 2025.
Revenue
Our revenue streams are split between subscription revenues generated from
contracts which provide long term growth, sustainability and stability to the
business, and short-term services project revenues which drive profitability
and cash. Revenues for the year were broadly flat at £17.5m (2024: £17.9m)
with services revenues which drive short term profitability down £0.5m from
the 2024 year. Our annual recurring revenue rose from £13.0m at the end of
2024 to £14.2m at the end of 2025 demonstrating that despite the degradation
in profits in the 2025 year we continued to build strength in our long-term
subscription revenues and thus the stability of the business.
Recurring revenues as a percentage of total turnover remained high at 77%
(2024: 75%).
Gross profit
The reduction in project-based revenues during the year, which are a key
driver of short-term profitability, resulted in a decrease in gross profit
margin to 37.5% (2024: 40.1%).
Cost reduction measures implemented in Q3 2025 have not materially impacted
the financial year under review but are expected to benefit performance in
2026.
These cost efficiencies, together with existing surplus capacity within the
Group's hosting infrastructure, are expected to support margin improvement
going forward without requiring significant additional investment.
Administrative expenses
Administrative expenses increased from 26% in 2024 to 27% in 2025. The
increase was due to the Quiz bad debt provision but on a like for like basis
were flat.
Taxation
The Group continues to take advantage of R&D tax credits as it continues
to innovate its technology offering. The current year tax credit is made of up
of a net current tax credit of £0.06m (2024: £0.22m) and a deferred tax
credit of £0.15m (2024: charge £0.19m).
Earnings/(Loss) per share
Basic EPS for the year was -0.81p (2024: 0.64p) and the diluted EPS was -0.81p
(2024: 0.57p).
On an adjusted profit basis after adjusting for exceptional items and the
share option charge the adjusted earnings basic EPS was -0.47p (2024: 1.09p)
and the adjusted earnings diluted EPS was -0.47p (2024: -0.98p).
Foreign exchange rates
With 33% of Annual Recurring Revenue ("ARR") denominated in foreign currencies
at the year end, movements in exchange rates have an impact on both reported
ARR and revenues during the year.
At the year end, Sterling strengthened against both the Euro and the Brazilian
Real, increasing the translated value of ARR denominated in those currencies,
while weakening by 8% against the US dollar.
Average exchange rates over the course of the year resulted in Sterling
weakening against both the Brazilian Real and the US dollar, adversely
impacting reported revenues in those currencies, while strengthening against
the Euro.
The table below sets out the proportion of annual contracts denominated in
each foreign currency in which the Group operates, together with the
associated impact.
FX Rates 31-Dec-24 31-Dec-25 2025 2024 Average 2025 Average 2025
(% of ARR at year end) FX rate FX rate Variance % FX rate FX rate Variance %
£GBP/Euro (ARR 10%) 1.210 1.146 -5% 1.246 1.168 -6%
£GBP/BRL (ARR 19%) 7.744 7.378 -5% 6.887 7.367 7%
£GBP/USD (ARR 4%) 1.252 1.347 8% 1.278 1.318 3%
Dividend
The Board does not propose to pay a dividend in respect of the financial year
(2024: £nil).
Group Statement of Financial position
The Group had net assets of £11.5m at 31st December 2025 (2024: £11.6m) a
decrease of £0.1m attributable to the total comprehensive loss for the year.
Cash flow and working capital
The Group ended the year with a cash balance of £2.6m (2024: £3.8m).
Cash generated from operating activities for the year amounted to £0.57m
(2024: £4.18m). There were no further inflows from investing activities
during the year (2024: £nil). Cash expended on capitalised product
development was £1.61m (2024: £1.66m) payment of interest, lease liabilities
and equipment amounted to £0.62m (2024: £0.64m). There was a loan drawdown
of £0.5m in the year (2024: £nil). Which taken together with our opening
cash balance of £3.8m gives the closing cash balance at the year-end.
Equity
During the year employees exercised 205,000 Ordinary 5p share options
increasing the number of shares in issue to 31,415,607.
Ian Hayes
Chief Financial Officer
12th May 2026
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2025
Total Total
Note 2025 2024
£'000 £'000
Revenue 4,5 17,507 17,908
Cost of sales (10,941) (10,724)
Gross profit 6,566 7,184
Administrative expenses (4,840) (4,716)
EBITDA 1,726 2,468
Amortisation of intangible assets 12 (1,510) (1,400)
Depreciation 13 (59) (62)
Depreciation of right-of-use/HP assets 19,13 (423) (594)
(Loss)/Profit from operations (266) 412
(106) (141)
Exceptional
Other interest (92) (96)
(Loss)/Profit on ordinary activities before taxation 6 (464) 175
Taxation 10 209 25
(Loss)/Profit for the year (255) 200
Other comprehensive income
Exchange differences on retranslation of foreign operations 131 (113)
Total comprehensive loss for the year net of tax (124) 87
Earnings/(Loss) per Share
Basic 11 (0.81)p 0.64p
Diluted 11 (0.81)p 0.57p
All comprehensive income for continuing operations is shown above.
The notes form part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share Capital Foreign Retained
Share Share options redemption exchange profits/
capital premium reserve reserve reserve (losses) Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 1,561 7,398 513 1,103 94 860 11,529
Comprehensive income for the year - - - - - 200 200
Foreign exchange movement - - - - (113) - (113)
Total comprehensive income - - - - (113) 200 87
Share option charge - - - - - - -
At 31 December 2024 1,561 7,398 513 1,103 (19) 1,060 11,616
Comprehensive loss for the year - - - - - (255) (255)
Foreign exchange movement - - - - 131 - 131
Shares issued in period 10 13 23
Total comprehensive loss 10 13 - - 131 (255) (101)
At 31 December 2025 1,571 7,411 513 1,103 112 805 11,515
The notes form part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025
Note 2025 2024
£'000 £'000
Non-current assets
Intangible assets 12 11,410 11,229
Plant and equipment 13 118 254
Right-of-use assets 19 550 770
Deferred tax 10 4 -
Total non-current assets 12,082 12,253
Current assets
Trade and other receivables 15 4,989 3,636
Cash and cash equivalents 2,637 3,795
Total current assets 7,626 7,431
Total assets 19,708 19,684
Current liabilities
Trade and other payables 16 (6,920) (6,273)
Right-of-use liability 19 (283) (284)
Total current liabilities (7,203) (6,557)
Non-current liabilities
Trade and other payables due in more than one year 17 (19) (183)
Right-of-use liability 19 (322) (535)
Deferred tax 10 (649) (793)
Total non-current liabilities (990) (1,511)
Total liabilities (8,193) (8,068)
Net assets 11,515 11,616
Capital and reserves
Called up share capital 21 1,571 1,561
Share premium account 22 7,411 7,398
Share options reserve 22 513 513
Capital redemption reserve 22 1,103 1,103
Foreign exchange reserve 22 112 (19)
Retained profit 22 805 1,060
Shareholders' funds 11,515 11,616
These financial statements were approved and authorised for issue by the Board
of Directors on 12th May 2026.
Signed on behalf of the Board of Directors
I D Hayes
Director
The notes form part of these financial statements.
Company Statement of Financial Position
As at 31 December 2025
Note 2025 2024*
£'000 £'000
Non-current assets
Intangible assets 12 250 300
Plant and equipment 13 0 104
Investments 14 5,071 5,071
Deferred tax asset 10 4 0
Right-of-use assets 19 251 401
Total non-current assets 5,576 5,876
Current assets
Trade and other receivables 15 18,099 16,155
Cash and cash equivalents 119 178
Total current assets 18,218 16,333
Total assets 23,794 22,209
Current liabilities
Trade and other payables 16 (1,138) (792)
Deferred tax 10 0 (17)
Right-of-use liability 19 (157) (144)
Loans (726) -
Total current liabilities (2,021) (953)
Non-current liabilities
Trade and other payables due in more than one year 17 0 (148)
Right-of-use liability 19 (113) (271)
Total non-current liabilities (113) (419)
Total liabilities (2,134) (1,372)
Net assets 21,660 20,837
Capital and reserves
Called up share capital 21,24 1,571 1,561
Share premium account 22,24 7,411 7,398
Share options reserve 22,24 513 513
Capital redemption reserve 22,24 1,103 1,103
Retained profit 22,24 11,062 10,262
Shareholders' funds 21,660 20,837
*During the current year, the Company revised the presentation of the
intercompany receivables to current assets. This change relates solely to
presentation and classification and has no impact on total equity, or the
previously reported profit or loss for the prior period.
These financial statements were approved and authorised for issue by the Board
of Directors on 12th May 2026.
Signed on behalf of the Board of Directors
I D Hayes
Director
The notes form part of these financial statements.
Consolidated Cash Flow Statement
Year ended 31 December 2025
Note 2025 2024
£'000 £'000
Cash flows from operating activities
Profit/(Loss) after taxation (255) 200
Adjustments for:
Taxation 10 (209) (25)
Finance costs 16
Other interest on leases 19 76 96
Amortisation and depreciation 12,13,19 1,992 2,056
Cash flows from operations before changes in working capital 1,620 2,327
Movement in trade and other receivables 15 (1,185) 1,528
Movement in trade and other payables 16 171 (55)
Cash generated from operations 606 3,800
Corporation tax (32) 377
Net cash flows from operating activities 574 4,177
Cash flows from investing activities
Capital expenditure on intangible assets 12 (1,595) (1,601)
Purchase of plant and equipment 13 (42) (61)
Stamp duty on ROU lease renewal 23 -
Net cash flows from investing activities (1,614) (1,662)
Interest repayments 18 (40) (50)
Payment of lease liabilities 19 (584) (589)
Loan drawdown 500 0
Net cash flows from financing activities (124) (639)
Net movement in cash and cash equivalents (1,164) 1,876
Cash and cash equivalents at beginning of year
3,795 1,930
Exchange (losses)/gains on cash and cash equivalents 6 (11)
Cash and cash equivalents at end of year 2,637 3,795
The notes form part of these financial statements.
Company Cash Flow Statement
Year ended 31 December 2025
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Profit after taxation 799 651
Adjustments for:
Taxation 10 (21) (55)
Loan interest 14 0
Amortisation and depreciation 12,13,19 304 470
Finance costs 40 58
Finance income (39) (49)
Cash flows from operations before changes in working capital 1,097 1,075
Movement in trade and other receivables 15 (1,906) (615)
Movement in trade and other payables 16 650 11
Cash generated from operations (159) 471
Net cash flows from operating activities (159) 471
Cash flows from investing activities
Issue share capital 23 -
Net cash flows from investing activities 23 -
Cash flows from financing activities
Interest paid (40) (50)
Payment of lease liability (383) (383)
Loan drawdown 500 0
Net cash flows from financing activities 77 (433)
Net movement in cash and cash equivalents (59) 38
Cash and cash equivalents at beginning of year 178 140
Cash and cash equivalents at end of year 119 178
The notes form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information
The consolidated financial statements of ITIM Group plc and its subsidiaries
(collectively, the Group) for the year ended 31 December 2025 were authorised
for issue in accordance with a resolution of the directors on 12th May 2026.
itim Group plc ("the Company") is a public limited company incorporated and
domiciled in the UK. The nature of the operations and principal activities of
the Company and its subsidiary undertakings (the "Group") are set out in the
Strategic Report and the Directors' report.
2. Basis of preparation
The consolidated financial statements of the Group are prepared under IFRS and
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 applicable to
companies reporting under IFRS.
The Company's financial statements have been prepared under IFRS and
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006 and as permitted by
section 408 of the Companies Act 2006, no income statement is presented for
the company. The Company made a profit of £799,375 for the year ended 31
December 2025 (2024: £650,823)
The financial statements are presented in GBP, which is also the company's
functional currency.
Amounts are rounded to the nearest thousand, unless otherwise stated.
The financial statements have been prepared on the going concern basis.
3. Summary of significant accounting policies
Basis of consolidation
The Group financial statements consolidate the financial statements of the
company and its subsidiary undertakings drawn up to 31 December each year. The
results of subsidiaries acquired or sold are consolidated for the periods from
or to the date on which control passed. Acquisitions are accounted for under
the acquisition method.
Subsidiaries
Subsidiaries are all entities over which the Group has the ability to exercise
control and are accounted for as subsidiaries. The results of subsidiaries are
included in the Group income statement from the date of acquisition until the
date that such control ceases. Intercompany transactions and balances between
Group companies are eliminated upon consolidation.
Revenue recognition
Revenue was recognised to the extent that it was probable that the economic
benefits would flow to the Group and the revenue could be reliably measured.
Revenue represents the amounts (excluding value added tax) derived from the
provision of goods and services to third party customers during the year by
the group. Revenue is derived from the Group's principal activity and excludes
VAT.
The Group derives revenue from two principal sources as noted below:
Recurring revenue
1. Recurring revenue consists of:
• Subscriptions - revenue from subscriptions derive from the Group's hosted
software-as-a-service subscription application, which allows customers to use
hosted software over the contract period without taking possession of the
software. Revenue is recognised over the contract period, commencing on the
date of the service go live which gives the customer the right-to-use and
access the platform.
• Support and maintenance - derive from support services and software
upgrades offered to customers using the Group's software products. Revenue is
recognised over the contract period, commencing on the go-live date of the
implementation which gives the customer the right to access support services
and the right to receive upgrades.
2. One off revenue
One off revenue consists of:
• Licences - the performance obligation for the provision of licences is
considered to be satisfied when the agreement is signed by the customer and
they are given access to the related software intellectual property ("IP")
without any requirement to provide updates. It is recognised in full at the
transaction price and over the period of implementation before the go live
date of the implementation.
• Services - Services revenue relate to design and implementation services
for each customer. Services enhance an asset that the customer controls and
the Group creates specific fit for purpose assets which cannot be used
elsewhere. The transaction price is the amount determined by fixed price
contracts or on a time and materials basis where the Group has a right for
consideration for work performed to date. Under the terms of the contracts,
the Group has a right to invoice at the achievement of various milestones in
the contract.
• Services are recognised over time and management consider the time spent
as a proportion of total time expected is the most appropriate basis for
recognition of this revenue stream as staff time is the main input into the
delivery of the service. Any differences to the revenue measured by the above
method and the amounts invoiced are included in the balance sheet. Further
information on the contracts assets or contract liabilities are included in
note 4.
Intangible assets - Goodwill
Goodwill is not amortised but tested for impairment annually and whenever
impairment indicators require. In most cases the Group identified its cash
generating units as one level below that of an operating segment. Cash flows
at this level are substantially independent from other cash flows and this is
the lowest level at which goodwill is monitored. A goodwill impairment loss is
recognised in the Statement of Comprehensive Income whenever and to the extent
that the carrying amount of a cash-generating unit exceeds the unit's
recoverable amount, which is the greater of value in use and fair value less
cost to sell.
Negative goodwill relating to intangible fixed assets requires immediate
recognition in the Statement of Comprehensive Income.
In calculating goodwill, the total consideration, both actual and deferred, is
taken into account. Where the deferred consideration is contingent and
dependent upon future trading performance, an estimate of the present value of
the likely consideration payable is made. This contingent consideration is
re-assessed annually. The difference between the present value and the total
amount payable at a future date gives rise to a finance charge which is
charged to the Statement of Comprehensive Income and credited to the liability
over the period in which the consideration is deferred. The discount used
approximates to market rates.
Intangible assets - research and development expenditure
Research expenditure is written off as incurred. Internally generated
development expenditure is also written off, except where the directors are
satisfied as to the technical, commercial and financial viability of
individual projects. In such cases, the identifiable expenditure is
capitalised and amortised over the period during which the group is expected
to benefit. This period is seven years. Provisions are made for any
impairment.
Intangible assets - other
Other intangible assets recognised in these financial statements consist of
Customer contracts and relationships and Intellectual Property Rights acquired
on the acquisition of EDI Plus Limited along with the purchase of the
intellectual property rights of software.
Amortisation is calculated to write off their cost or valuation less any
residual value over their estimated useful lives as follows:
Customer contracts and relationships - straight line over 10 years
Intellectual Property Rights - straight line over 10 years
Intellectual property rights of software - straight line over 7 years
The amortisation of intangible fixed assets is shown as a separate line in the
Consolidated Statement of Comprehensive Income.
The carrying values of intangible assets are reviewed for impairment whenever
events or changes in circumstances indicate the carrying value may not be
recoverable.
Impairment non-current assets
For the purposes of impairment testing, goodwill is allocated to each of the
Group's cash-generating units. A cash-generating unit to which goodwill has
been allocated is tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit
pro-rata based on the carrying amount of each asset in the unit.
Any impairment loss for goodwill is recognised directly in profit or loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
Foreign currencies
Transactions denominated in a foreign currency are translated into sterling at
the rate of exchange ruling at the date of the transaction. At the balance
sheet date, monetary assets and liabilities denominated in foreign currency
are translated at the rate ruling at that date. All exchange differences are
dealt with in the Statement of Comprehensive Income.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair
value is determined. The gain or loss arising on translation of non-monetary
measured at fair value is treated in line with the recognition of gain or loss
on change in fair value in the item.
For consolidation purposes, the assets and liabilities of overseas subsidiary
undertakings are translated at the functional currency at the rate of exchange
ruling at the reporting date. Profit and loss accounts of such undertakings
are consolidated at the average rate of exchange during the year. Exchange
differences arising are included in a separate component of equity.
Plant and equipment
Plant and equipment is carried at cost less accumulated depreciation and any
recognised impairment in value. Cost comprises the aggregate amount paid to
acquire asset and includes costs directly attributable to making the asset
capable of operating as intended.
Depreciation of plant and equipment is calculated to write off their cost or
valuation less any residual value over their estimated useful lives as
follows:
Computer equipment - straight line over 3 years
Office equipment - straight line over 3 years
Fixtures and fittings - straight line over 3 years
The assets' residual values, useful lives and methods of depreciation are
reviewed, and adjusted if appropriate on an annual basis. An asset is
de-recognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on de-recognition of the
asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement in the
period that the asset is derecognised. The carrying values of tangible fixed
assets are reviewed for impairment in periods if events or changes in
circumstances indicate the carrying value may not be recoverable.
Fixed asset investments
Subsidiaries are measured at cost less impairment. Investments are reviewed
for impairment at the end of the first full financial year following the
acquisition and in other periods if events or changes in circumstances
indicate that the carrying value may not be recoverable. Provision is made for
any impairment.
Trade and other receivables
Trade and other receivables are initially stated at their fair value plus
transaction costs, then subsequently at amortised cost using the effective
interest method if applicable, less impairment losses. Provisions against
trade and other receivables are made when there is objective evidence that the
Group will not be able to collect all amounts due to them in accordance with
the original terms of those receivables. The amount of the write down is
determined as the difference between the asset's carrying amount and the
present value of estimated future cash flows.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with
an original maturity of three months or less. Bank overdrafts that are
repayable on demand and form an integral part of cash management are included
as components of cash and cash equivalents for the purposes of the cash flow
statement.
Trade and other payables
Trade and other payables are recognised at original cost.
Loans and borrowings
Loans and borrowings are recorded at amortised cost using the effective
interest method, with interest-related charges recognised as an expense in
finance cost in the statement of comprehensive income.
Leases - as a lessee
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of fixed
lease payments. The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined, the lessee's
incremental borrowing rate is used, being the rate that the lessee would have
to borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset with similar terms, security and conditions.
Lease payments are allocated between principal and finance costs. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.
Right-of-use assets are measured at cost comprising the initial measurement of
lease liability, any lease payments made at or before the commencement date
less any lease incentives received, and any initial direct costs.
Right-of-use assets are depreciated over the shorter of the asset's useful
life and the lease term on a straight-line basis.
Payments associated with low-value items and leases of a duration less than 1
year are recognised as an expense in profit or loss on a straight-line basis.
Income taxes
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered from or paid to the taxation
authorities based on the tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes at the reporting date. Deferred tax is calculated
on an undiscounted basis at the tax rates that are expected to apply in the
period when the liability is settled based on the tax rates and tax laws
enacted or substantively enacted by the balance sheet date.
Deferred tax liabilities are recognised for all taxable temporary differences,
except when the deferred tax liability arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
Deferred tax assets are recognised for all deductible temporary differences,
carry forward of unused tax credits and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised except when the deferred tax asset
relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profits will allow the deferred tax asset to be recovered.
Finance costs
Finance costs comprise interest payable on loans from directors and third
parties and are recognised on an accruals basis.
Share-based payments
The group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non-market-based vesting conditions) at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payments
is expensed on a straight-line basis over the vesting period, based on the
group's estimate of shares that will eventually vest and adjusted for the
effect of non-market-based vesting conditions
Fair value is measured by use of the Black Scholes Model. The expected life
used in the model has been adjusted, based on management's best estimate, for
the effects of non-transferability, exercise restrictions, and behavioural
considerations.
Pension contributions
The company operates a defined contribution scheme for its employees.
Contributions are charged to the Statement of Comprehensive Income in the year
they are payable. The assets of the scheme are held separately from those of
the group.
Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
Use of assumptions and estimates
The Group makes judgements, estimates and assumptions that effect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the related
actual results but are based on historical experience and expectations of
future events. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision effects only that period, or
in the period of revision and future periods if the revision effects both
current and future periods.
The judgements and key sources of estimation uncertainty that have a
significant effect on the amounts recognised in the financial statements are
discussed below.
Useful economic lives of intangible assets
Intangible assets are amortised over their useful lives. Useful lives are
based on management's estimates, which are periodically reviewed for continued
appropriateness. Changes to estimates can result in variations in the carrying
values and amounts charged to the statement of comprehensive income in
specific periods.
Events after the reporting period
The Group considers the occurrence of any adjusting and non-adjusting events
after the reporting period. The financial statements are adjusted for events
that provide evidence of conditions that existed at the end of the reporting
period. The financial statements are not adjusted for events that arose after
the end of the reporting period. The nature and effect of such events are
disclosed. Please see note 29 for further details.
Change in accounting policies
The following new and amended standards were mandatory for the first time for
the financial year beginning on 1 January 2025. The Group has assessed their
impact and, where applicable, adopted the relevant changes in these financial
statements for the year ended 31 December 2025.
Amendments to IAS 1 - Classification of Liabilities as Current or
Non‑current (effective 1 January 2024)
The amendments clarify that the classification of liabilities as current or
non‑current depends on the existence of a substantive right to defer
settlement at the reporting date. They also provide additional guidance on the
impact of loan covenants on classification.
The adoption of these amendments did not result in a material impact on the
Group's financial position or disclosures.
Amendments to IAS 21 - Lack of Exchangeability (effective 1 January 2025)
These amendments clarify how entities assess whether a currency is
exchangeable and how to estimate the spot exchange rate when exchangeability
is lacking, together with related disclosure requirements.
The adoption of these amendments did not have a material impact on the Group's
financial statements for the year ended 31 December 2025.
New standards, interpretations, and amendments not yet effective
The following standards and amendments have been issued but are not yet
effective for the year ended 31 December 2025 and have not been early adopted
by the Group:
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments (effective 1 January 2026)
These amendments clarify the assessment of contractual cash‑flow
characteristics of financial assets, including instruments with contingent
features (such as ESG‑linked terms), non‑recourse loans and contractually
linked instruments. The amendments also clarify derecognition requirements for
financial liabilities settled via electronic payment systems and introduce
additional disclosures.
The Group is currently assessing the potential impact of these amendments on
its financial instrument's classification, measurement and disclosures.
4. Segmental reporting
The chief operating decision maker ("CODM") for the purpose of IFRS 8 is the
Board. Segments are determined by reference to the internal reports reviewed
by the Board. The group's operations relate to the provision of technology
solutions to help clients drive revenues and profit.
The Group measures the performance of its operating segments through a measure
of segment profit or loss which is referred to as EBITDA. This measure is
reported to the CODM for the purposes of resource allocation and assessment of
performance. The measure is the same as reported in the historic financial
information.
Information about geographic location by key segments
Year ended 31 December 2025
UK Portugal Total
£'000 £'000 £'000
Revenue 11,912 5,595 17,507
Non-current assets 9,979 2,102 12,081
Year ended 31 December 2024
UK Portugal Total
£'000 £'000 £'000
Revenue 13,055 4,853 17,908
Non-current assets 10,219 2,034 12,253
Information about major customers
Transactions with a single customer exceeding 10% of total revenue amounted to
£4,559K in the year (2024: £6,243K) and related to 2 customers (2024: 2).
5. Revenue
The analysis of the Group's revenue by geographical destination is set out
below.
2025 2024
£'000 £'000
United Kingdom 11,252 12,462
Europe 225 231
Rest of World 6,030 5,215
17,507 17,908
A breakdown of revenue by the two revenue streams as detailed in accounting
policies is shown below:
2025 2024
£'000 £'000
Recurring revenue 13,495 13,441
One off revenue 4,012 4,467
17,507 17,908
Revenue is either recognised at a point in time or over the period of the
contract in line with the accounting policy (note 2).
The following table provides information on contract assets and contract
liabilities from contracts with customers:
2025 2024
£'000 £'000
Contract assets 1,116 214
Contract liabilities 2,865 3,023
Contract assets ("accrued income") are recognised where there are excess of
revenues earned over billings. Contracts are classified assets when only the
act of invoice is pending, there is an unconditional right to receive cash and
only the passage of time is required as per contractual terms.
Contract liabilities ("deferred income") are recognised when there are
billings in excess of revenues. Contracts are classified as liabilities when
there is an obligation to transfer goods or services to a customer for which
the Group has received consideration from the customer (or the payment is due)
but the transfer has not yet completed. These arise based on the billing cycle
of the Group's revenues and all are expected to be reversed in under one year.
6. Profit/(Loss) on operating activities before taxation
Profit on ordinary activities before taxation is stated after charging:
2025 2024
£'000 £'000
Exceptional Items 106 141
Deprecation of owned tangible fixed assets 59 62
Depreciation of leased assets 423 594
Amortisation of intangible assets 1,510 1,400
Auditors' remuneration (see note 7) 85 70
Exceptional items relate to costs incurred in relation to the staff
restructuring and redundancies
7. Auditors' remuneration
The analysis of auditors' remuneration is as follows:
2025 2024
£'000
£'000
Fees payable to the company's auditors for the audit of the company's annual 36 36
accounts
Fees payable to the company's auditors and their associates for other services
to the group
The audit of the company's subsidiaries pursuant to legislation 39 29
Tax compliance services 10 5
Total other services 85 70
8. Employee information
Their aggregate emoluments were:
2025 2024
£'000
£'000
Wages and salaries 8,249 8,509
Social security costs 1,297 1,223
Other pension costs 315 294
Other benefits 453 351
10,314 10,377
The average monthly number of employees (including directors) during the year
for the group was as follows:
2025 2024
No.
No.
Selling and administration 27 28
Technical 132 138
159 166
9. Directors' emoluments
2025 2024
£'000
£'000
Aggregate emoluments 1,066 1,094
Pension contributions (money purchase schemes) 41 40
1,107 1,134
Directors' emoluments disclosed above include the following payments to the
highest director:
2025 2024
£'000
£'000
Aggregate emoluments 399 396
Pension contributions (money purchase schemes) 17 17
416 413
2025 2024
No.
No.
Number of directors to whom relevant benefits are accruing under:
Money purchase schemes 2 2
The above is equivalent to total key management personnel compensation. There
were no other key management personnel other than the Directors.
Further details of Directors remuneration can be found in the remuneration
report.
Share based compensation
The Group operates an equity-settled share-based compensation plan for
Directors and executives. In accordance with IFRS 1, the Group has elected to
implement the measurement requirements of IFRS 2 in respect of only those
equity-settled share options that were granted after 7 November 2002 and that
had not vested as at 1 January 2005. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense over
the vesting period. The total amount to be expensed over the vesting period is
determined by reference to the fair value of the options granted at the grant
date.
At each year end date, the Group revises its estimate of the number of options
that are expected to vest. It recognises the impact of the revision of
original estimates, if any, in the Statement of Consolidated Income, and a
corresponding adjustment to equity over the remaining vesting period. When
share options are cancelled the Group accounts for the cancellation as an
acceleration of vesting and therefore recognises immediately the amount that
otherwise would have been recognised for services received over the remainder
of the vesting period. The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised. The fair value of share options has
been assessed using the Black Scholes Model.
No share options were granted to Directors in the period (2024 - 250,000).
Included on the face of the Statement of Comprehensive Income, is a total
charge for share based payments of £Nil (2024: £Nil) which arises wholly
from transactions accounted for as equity settled share-based payments.
10. Taxation
(a) Taxation charge:
2025 2024
£'000
£'000
Total current income tax credit charged in the income statement
Research and development tax credit (160) (220)
Portugal corporate tax 98 15
Adjustment in respect of prior years - (11)
Total current income tax (62) (217)
Deferred tax expense
Current year (credit)/charge (147) 191
(147) 191
Total income tax credit (209) (25)
(b) Taxation reconciliation:
The current income tax credit for the year is explained below:
2025 2024
£'000
£'000
(Loss) / profit before tax (464) 175
(Loss)/profit at the standard UK income tax rate of 19% (2024: 19%) (88) 33
Effects of:
Expenses not deductible for tax purposes 193 181
Capital allowances in excess of depreciation 22 46
Tax losses utilised as part of research and development tax credit (160) (220)
Unrelieved tax losses and other deductions arising in the year 192 (13)
B/fwd losses relieved (219) (213)
Adjustment in respect of earlier year - (11)
Difference in overseas tax rates and temporary GAAP differences (2) (19)
Other deferred tax timing differences (147) 191
Total income tax credited in the income statement (209) (25)
(c) Deferred tax
The movements in the Group's deferred tax assets and liabilities during the
year are as follows:
Group Company
Deferred tax asset 2025 2024 2025 2024
£'000 £'000 £'000 £'000
Category:
Acceleration capital allowances on PPE - UK - - - -
Accelerated capital allowances on development costs - UK - -
Tax losses available for carry forward - UK - - - -
Other timing differences - UK 4 - 4 -
At 31 December 4 - 4 -
Group Company
Deferred tax liability 2025 2024 2025 2024
£'000 £'000 £'000 £'000
Category:
Acceleration capital allowances on PPE - UK (8) (40) - (20)
Acceleration capital allowances on development costs - UK (684) (796) - -
Tax losses available for carry forward - UK 551 551 - -
Other timing differences - UK 2 6 - 3
Arising on business combinations - UK (111) (137) - -
Acceleration capital allowances on development costs - Portugal (402) (379) - -
Other timing differences - Portugal 3 2 - -
At 31 December (649) (793) - (17)
Group Company
Deferred tax movement 2025 2024 2025 2024
£'000 £'000 £'000 £'000
The movement on the deferred tax balance during the year is as follows:
Deferred Tax Asset 4 - 4 -
Deferred Tax Liability (649) (793) - (17)
Net Deferred Tax Balance (645) (793) 4 (17)
(Credited) / charged to profit or loss (147) 191 (21) (55)
Unrecognised Deferred Tax Assets
The Group has unrecognised deferred tax assets relating to tax losses carried
forward. These have not been recognised due to uncertainty regarding the
timing and probability of their recovery against future taxable profits.
The deferred tax balances have been measured using the enacted tax rates in
each jurisdiction UK 19% (2024: 19%), Portugal 21% (2024: 21%)
11. Earnings/(Loss) per share
Basic and diluted loss per share is calculated by dividing the profit
attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the period. For the avoidance of doubt the
deferred shares have been excluded as they have no rights to profits or
capital. Additionally, the Company's ordinary shares were subject to a share
consolidation where 5 ordinary shares were converted into 1 ordinary share.
The comparative period weighted average number of shares has been adjusted for
this to aid comparison. The Company's share options have a dilutive effect
over the two-year period.
2025 2024
£'000 £'000
(Loss) / Profit after tax for the year (255) 200
Share option charge - -
Exceptional items 106 141
Adjusted profit/loss after tax for the year (149) 341
Weighted average number of shares:
Basic - 000 31,361 31,211
Potentially dilutive share options - 000 3,478 3,657
Diluted average number of shares - 000 34,839 34,868
Profit/(Loss) per share:
Basic - pence on continuing operations (0.81) 0.64
Diluted - pence on continuing operations (0.81) 0.57
Adjusted earnings/(loss) - Basic - pence on continuing operations (0.47) 1.09
Adjusted Diluted - pence on continuing operations (0.47) 0.98
12. Intangible assets
Group
Purchase of software Acquired intellectual property rights Customer contracts
Development cost Goodwill Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2025 350 18,920 8,712 300 1,000 29,282
Foreign exchange differences - 207 - - - 207
Additions 6 1,597 - - - 1,603
At 31 December 2025 356 20,724 8,712 300 1,000 31,092
Amortisation
At 1 January 2025 50 12,659 4,759 135 450 18,053
Foreign exchange differences - 119 - - - 119
Charge for the period 50 1,330 - 30 100 1,510
At 31 December 2025 100 14,108 4,759 165 550 19,682
Net book value
At 31 December 2025 256 6,616 3,953 135 450 11,410
At 31 December 2024 300 6,261 3,953 165 550 11,229
Goodwill arising prior to 1 January 2020 relates to acquisition prior to the
date of transition to IFRS of 1 January 2015 and therefore the exemption for
business combinations completed before that date has been applied and the
amounts not restated.
The Board consider that there is only one Cash Generating Unit. In
accordance with the accounting policy, goodwill is tested annually for
impairment, Management have used a fair value less cost of sales methodology
supported by offers for the Group and consider that the value supports the
carrying value of goodwill at each period end.
Company
Purchase of software Development
costs
Total
£'000 £'000 £'000
Cost
At 1 January 2025 350 13 363
Additions - - -
At 31 December 2025 350 13 363
Amortisation
At 1 January 2025 50 13 63
Charge for the period 50 - 50
At 31 December 2025 100 13 113
Net book value
At 31 December 2025 250 - 250
At 31 December 2024 300 - 300
13. Plant and equipment
Group
Fixtures and equipment
Total
£'000 £'000
Cost
At 1 January 2025 2,043 2,043
Foreign exchange differences 6 6
Additions 42 42
Additions - HP assets 0 0
At 31 December 2025 2,091 2,091
Depreciation
At 1 January 2025 1,789 1,789
Foreign exchange differences 5 5
Charge for the period owned assets 59 59
Charge for the period - HP assets 120 120
At 31 December 2025 1,973 1,973
Net book value
At 31 December 2025 118 118
At 31 December 2024 254 254
Company
Fixtures and equipment Total
£'000 £'000
Cost
At 1 January 2025 837 837
Additions - -
At 31 December 2025 837 837
Depreciation
At 1 January 2025 733 733
Charge for the period 104 104
At 31 December 2025 837 837
Net book value
At 31 December 2025 - -
At 31 December 2024 104 104
14. Investments
The principal subsidiaries of itim Group plc, all of which have been included
in these consolidated financial statements, are as follows:
Company
Shares in group undertaking Other investments Total
£'000 £'000 £'000
Cost
At 1 January 2025 and at 31 December 2025 8,005 46 8,051
Provision for impairment
At 1 January 2025 and at 31 December 2025 2,934 46 2,980
Net book value
At 31 December 2025 5,071 - 5,071
At 31 December 2024 5,071 - 5,071
The company holds more than 20% of the share capital of the following
companies:
Subsidiary undertakings Country of Percentage holding Class of share Principal activity Profit/ Net assets/
Incorporation
(loss)
(liabilities)
£'000 £'000
ITIM Limited England and Wales 100% Ordinary 'A' Software consultancy and supply (1,624) (12,896)
Ordinary
Deferred
EDI Plus Limited England and 100% Ordinary Data exchange services 268 1,699
Wales
Profimetrics Software Solutions S.A Portugal 100% Ordinary Development and distribution of software 409 2,656
Preferred
The registered address of ITIM limited and EDI Plus Limited are same as ITIM
Group Plc.
EDI Plus Limited is exempt from the requirements relating to the audit of
accounts under section 479A of the Companies Act 2006. EDI Plus Limited's
registered number is 10199381.
The registered address of Profimetrics Software Solutions S.A. is R. Lionesa
446, Edifício C Loja L, 4465-671 Leça do Balio, Portugal.
15. Trade and other receivables
Due within one year
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 2,772 2,544 - -
Corporation tax 437 337 - -
Amounts owed by group undertakings due within one year - - 17,972 16,003
Amounts owed by group undertakings due in greater than one year - - - -
Other receivables due within one year 109 62 67 46
Other receivables due in greater than one year - - - -
Prepayments and accrued income 1,671 693 60 106
4,989 3,636 18,099 16,155
16. Trade and other payables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 1,091 869 84 115
Amounts owed by group undertakings due within one year - - 740 54
Other taxation and social security 982 856 91 66
Other payables 365 251 148 199
Loans and borrowings (see note 18 below) 726 252 726 252
Accruals 891 1022 75 106
Deferred income 2,865 3,023 - -
6,920 6,273 1,864 792
17. Trade and other payables due in more than one year
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other payables 19 183 - 148
19 183 - 148
Net obligations under finance leases are secured by fixed charges on the
assets concerned.
18. Loans and borrowings
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Accrued interest 226 252 226 252
226 252 226 252
Accrued interest relates to interest due on fully repaid Director loans.
Analysis of maturity of loans and borrowings
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Amounts payable
Within one year 726 252 726 252
726 252 726 252
A loan was taken out during the year which is repayable within one year and
carries an interest rate of 12%. The loan has been secured by way of a fixed
and floating charge over the Company's assets
19. Leases
The Group leases five units within properties from which it operates and
leases computer equipment for the hosting centre. Lease payments are fixed
throughout the contract period.
Group
Right-of-use - Property Right-of-use - Equipment
£'000 £'000 Total
£'000
Cost
At 1 January 2025 1,177 203 1,380
Foreign exchange differences 14 - 14
Additions 73 - 73
Disposals (71) - (71)
At 31 December 2025 1,193 203 1,396
Depreciation
At 1 January 2025 424 186 610
Foreign exchange differences 4 - 4
Charge for the year 286 17 303
Depreciation on disposal (71) (71)
At 31 December 2025 643 203 846
Net book value
At 31 December 2025 550 - 550
At 31 December 2024 753 17 770
Lease liabilities:
2025 2024
£'000 £'000
At 1 January 819 1,082
Foreign exchange movement 11 (11)
Interest expense 63 83
Lease payments (361) (382)
Additions 73 47
At 31 December 605 819
Amounts payable are as follows:
2025 2024
£'000 £'000
Due within 1 year 283 284
Due 2-5 years 223 535
Due over 5 years 99 -
Total 605 819
The Group's right of use assets consists of the Company's premises, data
centres and sundry office equipment. The expiry of the leases varies between 1
and 6 years.
Company
Right-of-use -
Property
Total
£'000
£'000
Cost
At 1 January 2025 551 551
Additions
At 31 December 2025 551 551
Depreciation
At 1 January 2025 150 150
Charge for the year 150 150
At 31 December 2025 300 300
Net book value
At 31 December 2025 251 251
At 31 December 2024 401 401
Lease liabilities:
2025 2024
£'000 £'000
At 1 January 415 545
Interest expense 32 46
Lease payments (176) (176)
Additions - -
At 31 December 271 415
Amounts payable are as follows:
2025 2024
£'000 £'000
Due within 1 year 157 144
Due 2-5 years 113 271
Due over 5 years - -
Total 270 415
20. Financial instruments
Financial risk factors
The Group's financial assets comprise cash and cash equivalents, trade
receivables and accrued income. These are all measured at amortised cost. The
financial liabilities comprise loans and borrowings, trade payables and
accruals, lease liabilities and deferred consideration payable for
acquisitions of subsidiaries. These are measured at amortised cost.
The majority of the financial instruments arise directly from the operations
with the exception of loans and borrowings and lease liabilities which have
been used to finance the operations.
Fair values of financial instruments
For the following financial assets and liabilities: trade and other payables,
trade and other receivables and cash at bank and in hand, the carrying amount
approximates the fair value of the instrument due to the short-term nature of
the instrument. The Directors consider that there is no material difference
between book value and fair value for any of the financial instruments held.
Financial risk management
The Group's activities expose the Group to a number of risks including capital
management risk, interest rate risk, foreign exchange risk, credit risk and
liquidity risk.
It is the Group's policy that no trading in financial instruments should be
undertaken.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's finance function. The Board receives monthly
reports from the Finance Department through which it reviews the effectiveness
of the processes put in place and the appropriateness of the objectives and
policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Interest rate risk
The Group's exposure to potential interest rate risk arises from the Group's
short-term external debt obligation where a new loan for £500k was drawn down
in 2025. However, the loan is repayable in April 2026 and has a fixed interest
rate applicable to it, which mitigates any interest rate risk.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
The Group's largest financial assets are the cash balances held in banks and
it is exposed to credit risk on those balances. It is the Group's policy only
to make deposits with banks with an acceptable credit rating.
The Group is mainly exposed to credit risk from credit sales. It is Group
policy, implemented locally, to assess the credit risk of new customers before
entering contracts. Such credit ratings are taken into account by local
business practices. An ageing analysis of trade receivables is detailed below:
Total Current 30-60 days > 60 days
2025 £'000 £'000 £'000 £'000
Trade and other receivables 2,772 1,396 816 560
Contract assets 1,116 1,116 - -
3,888 2,512 816 560
2024 Total Current 30-60 days > 60 days
£'000 £'000 £'000 £'000
Trade and other receivables 2,544 1,569 794 181
Contract assets 214 214 - -
2,758 1,783 794 181
Trade receivables are recognised initially at the transaction price. They are
subsequently measured less any provision for impairment in relation to
expected credit losses. At each reporting date the Group assesses the expected
credit losses and changes in credit risk since initial recognition of the
receivable and a provision for impairment is recognised when considered
necessary. The Group considers the ageing to be reasonable and a provision for
bad debts has been made in these financial statements to reflect balance owed
by a customer which has gone into administration post year-end. The Board do
not consider the credit risk to be significant for the financial assets
currently held.
Foreign exchange risk
Foreign exchange risk arises when individual Group entities enter into
transactions denominated in a currency other than their functional currency.
The Group's policy is, where possible, to allow Group entities to settle
liabilities denominated in their functional (currency). Where Group entities
have liabilities denominated in a currency other than their functional
currency (and have insufficient reserves of that currency to settle them),
cash already denominated in that currency will, where possible, be transferred
from elsewhere within the Group.
The Group's main exposure to foreign currency risk is on the trade receivables
in the Portuguese subsidiary which are not held in Euros. The Directors have
considered the balances at year end and based on the level of foreign currency
balances and the expected timing of settlement of those amounts that the
foreign exchange risk is not material.
Liquidity risk
Liquidity risk is the risk that ITIM Group may encounter difficulty in meeting
its obligations associated with the financial liabilities that are settled by
delivering cash or other financial assets. The Group actively maintains a
mixture of long-term and short-term debt finance that is designed to ensure
the Group has sufficient available funds for operations and planned
expansions.
The Group would normally expect that sufficient cash is generated in the
operating cycle to meet the contractual cash flows through effective cash
management. The maturity analysis of the financial liabilities is included
below:
Carrying amount 1 year or less 1<2 years 2-5years 5 years
As at 31 December 2025 £'000 £'000
£'000 £'000 £'000
Trade and other payables 2,365 2,346 19 - -
Right of use liability 605 283 223 99 -
Other loans and borrowings 726 726 - - -
3,696 3,355 242 99 -
Carrying amount 1 year or less 1<2 years 2-5years 5 years
As at 31 December 2024 £'000 £'000
£'000 £'000 £'000
Trade and other payables 2,325 2,142 183 - -
Right of use liability 819 284 258 277 -
Other loans and borrowings 252 252 - - -
3,396 2,678 441 277 -
Capital management risk
The Group's main objective when managing capital is to protect returns to
shareholders by ensuring the Group will continue to trade for the foreseeable
future. The Group also aims to optimise its capital structure of debt and
equity so as to minimise its cost of capital. The Group in particular reviews
its levels of borrowing and the repayment dates, setting these out against
forecast cash flows and reviewing the level of available funds.
21. Share capital
2025 2024
£'000 £'000
Authorised:
37,949,651 Ordinary shares of 5p each 1,898 1,898
1,898 1,898
2025 2024
£'000 £'000
Allotted, called up and fully paid:
31,415,607 Ordinary shares of 5p each (2024: 31,210,607) 1,571 1,561
1,571 1,561
A summary of the rights of the different classes of share is given below:
Voting
All Ordinary shares are entitled to one vote each. The holders of deferred
shares are not entitled to receive notice of, to attend, to speak or to vote
at any general meeting of the Company.
Dividends
The profits of the Company available for distribution shall be used to pay
dividends to the holders of Ordinary Shares a dividend equivalent to such
amounts as the Directors may determine and as is approved by the Ordinary
Shareholders in general meeting.
22. Reserves
Share premium
This reserve records the amount above the nominal value received for shares
sold, less transaction costs.
Share options reserve
The share options reserves represent the fair value of equity-settled share
options granted using the Black Scholes model.
Capital redemption reserve
This reserve arises on the purchase of the company's own shares.
Foreign exchange reserve
This reserve includes any exchange differences arising on the retranslation of
foreign subsidiaries on consolidation.
Retained earnings
This balance represents the cumulative profit and loss made by the Group net
of distributions to owners.
23. Share-based payments
Share options
The Company has a share option scheme for certain employees of the Group.
Options are granted with a fixed exercise price. The vesting period varies
from vesting immediately to vesting over 2 years from the date of grant. If
the options remain unexercised after a period of ten years from the date of
grant the options expire. Options are forfeited if the employee leaves the
Group before the options vest.
Details of equity settled share options outstanding during the year are as
follows:
Year ended 31 December 2025
Grant date Outstanding at 1 January 2025 Granted Exercised Lapsed Outstanding at 31 December 2025 Exercise period Exercise price
14/04/2015 150,000 - (110,000) (40,000) - 10 years 7.975p
10/04/2017 2,615,000 - (95,000) - 2,520,000 10 years 15.000p
31/03/2021 400,000 - - - 400,000 10 years 70.000p
19/04/2021 242,041 - - - 242,041 10 years 70.000p
09/09/2024 250,000 - - - 250,000 10 years 34.000p
3,657,041 - (205,000) (40,000) 3,412,041
Year ended 31 December 2024
Grant date Outstanding at 1 January 2024 Granted Exercised Lapsed Outstanding at 31 December 2024 Exercise period Exercise price
14/04/2015 150,000 - - - 150,000 10 years 7.975p
10/04/2017 2,615,000 - - - 2,615,000 10 years 15.000p
31/03/2021 400,000 - - - 400,000 10 years 70.000p
19/04/2021 492,041 - - (250,000) 242,041 10 years 70.000p
09/09/2024 - 250,000 - - 250,000 10 years 34.000p
3,657,041 250,000 - (250,000) 3,657,041
Details of the share options and weighted average exercise price (WAEP) during
the years are as follows:
31 December 2025 31 December 2024
Number WAEP Number WAEP
Outstanding at the beginning of the year 3,657,041 25.67p 3,657,041 28.13p
Share consolidation - - - -
Granted during the year - - 250,000 34.00p
Exercised during the year (205,000) (11.23)p - -
Lapsed during the year (40,000) (7.975)p (250,000) (70.00)p
Forfeited during the year - - - -
3,412,041 26.74p 3,657,041 25.67p
The weighted average contractual life of share options outstanding as at 31
December 2025 was 2.5 years (31 December 2024: 3 years).
ITIM recognises equity settled share-based payment expenses based on the fair
value determined by the Black Scholes model. The model is internationally
recognised as being appropriate to value employee share options schemes. The
inputs into any new option issues were as follows:
Year ended Year ended
31 December 2025
31 December 2024
£'000 £'000
Share price 78p 78p
Exercise price 69p 69p
Expected volatility 25% 25%
Expected life 10 years 10 years
Risk free rate 0.5% 0.5%
Risk-free rate
The risk-free interest rate is based on the Bank of England's base rate.
Volatility
The measure of volatility is based management's estimate after considering the
historical volatility of guideline companies operating within the same
industry as ITIM Group, over a 10-year time period.
24. Company statement of changes in equity
Share capital Share premium Share options Capital Retained losses
£'000 £'000 reserve Redemption £'000
£'000 Reserve Total
£'000 £'000
At 1 January 2024 1,561 7,398 513 1,103 9,611 20,186
Total comprehensive income for the year - - - - 651 651
Share option charge - - - - - -
At 1 January 2025 1,561 7,398 513 1,103 10,262 20,837
Total comprehensive income for the - - - - 800 800
year
Shares issued 10 13 - - 23
At 31 December 2025 1,571 7,411 513 1,103 11,062 21,660
The profit for the year dealt with in the financial statements of the parent
company is shown above. As permitted by section 408 of the Companies Act 2006,
no separate income statement is presented in respect of the parent company.
25. Pension commitments
The group makes contributions to individual pension schemes (money purchase).
The amount paid during the year was £315,278 (2024: £293,791). Outstanding
contributions at the balance sheet date amounted to £36,625.63 (2024:
£37,771).
26. Related party transactions
The Group has taken advantage of the exemption available under IAS 2 Related
Party Disclosures not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
27. Supporting statement for cash flows
Year ended 31 December 2025 Brought forward Cash Non Carried forward
Flow
Cash
£'000
£'000
£'000 £'000
Loans and borrowings (252) (460) (14) (726)
Leases (819) 361 (146) (604)
Year ended 31 December 2024 Brought forward Cash Non Carried forward
Flow
Cash
£'000
£'000
£'000 £'000
Loans and borrowings (302) 50 - (252)
Leases (1082) 382 (119) (819)
28. Controlling party
There is no single ultimate controlling party.
29. Events after the reporting period
A customer went into administration in February 2026, following which the
Group has assessed it to be an adjusting event, leading to a bad debt
provision of £142k for the net amount on invoices unpaid by this customer as
at the reporting date.
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