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REG - Netcall PLC - Final Results for the Year Ended 30 June 2025

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RNS Number : 4566C  Netcall PLC  08 October 2025

 

 

8 October 2025

 

NETCALL PLC

("Netcall", the "Company" or the "Group")

 

Final Results for the Year Ended 30 June 2025

Accelerated growth with a record pipeline driven by rising demand for digital
automation and AI enhanced solutions

 

Netcall plc (AIM: NET), an enterprise software company that unites automation
and customer engagement in one AI-powered platform, today announces its
audited results for the year ended 30 June 2025.

 

Financial highlights

                                           FY25     FY24
 Total Revenue                             £48.0m   £39.1m   +23%
 Cloud services revenue                    £29.3m   £19.8m   +48%
 Total annual contract value((1)) ("ACV")  £42.2m   £32.2m   +31%
 Cloud services ACV                        £33.9m   £22.3m   +52%
 Adjusted EBITDA((2))                      £9.8m    £8.4m    +17%
 Adjusted profit before tax                £8.3m    £7.7m    +8%
 Profit before tax                         £5.1m    £6.3m    -19%
 Adjusted basic earnings per share         3.75p    3.57p    +5%
 Group cash at period end                  £27.2m   £34.0m   -20%
 Net funds at period end                   £26.1m   £33.5m   -22%
 Final ordinary dividend per share         0.94p    0.89p    +6%

 

Operational highlights

 

 ·             Revenue grew 23% to £48.0m, accelerating as demand for the Liberty cloud
               platform gained pace with organisations advancing automation and AI adoption;
               organic growth of 10%
 ·             Cloud ACV increased 52% to £33.9m, of which half was organic, and has
               expanded fivefold in five years, demonstrating sustained momentum in the
               Liberty cloud platform
 ·             Total ACV rose 31% to £42.2m. Cloud ACV now accounts for 80% of total ACV, up
               11 percentage points year on year
 ·             Recurring revenue represented 80% (FY24: 76%) of total revenue, enhancing
               revenue quality
 ·             Cloud comprised 94% of new bookings, with strong uptake across Liberty modules
               and growing AI adoption, around three‑quarters of ConverseCX customers also
               purchased Liberty AI products
 ·             New customer acquisition increased, with new logos contributing a larger share
               of ACV growth as enterprises move to platforms that unify automation, AI and
               customer engagement
 ·             Cloud net retention rate((3)) maintained at 118% (FY24: 117%), reflecting
               deeper adoption and strong expansion of cloud subscriptions across the Liberty
               platform
 ·             Govtech and Parble acquisitions integrated and already delivering cross-sell,
               broadening local government solutions and adding proven IDP capability to
               expand the addressable market
 ·             The Group ended the period with £27.2m net cash and no debt after making
               £12.5m of acquisition payments, providing flexibility for organic investment
               and further selective M&A
 ·             Momentum continued into the new financial year, which opened with a record
               pipeline and a contracted revenue order book((4)) of £79m

 

 

James Ormondroyd, Chief Executive, said:

"Revenue grew 23% to £48m, driven by strong demand for our Liberty cloud
platform and rising AI adoption across our customer base. Organisations are
making an ongoing shift to automation and AI as they modernise operations,
reduce complexity, and move from fragmented systems to unified platforms for
customer engagement and workflow. Liberty is designed for this transformation
and delivered another year of strong momentum.

"Cloud ACV rose by more than 50% and now accounts for 80% of total ACV,
strengthening the visibility of our recurring revenue, while cloud net
retention reached 118%. New customer acquisition delivered a higher share of
growth and around three-quarters of Liberty ConverseCX clients also purchasing
Liberty AI products.

 "We entered the new financial year with a record pipeline and a contracted
revenue order book of £79m, improving visibility. With the cloud investment
programme complete, a strong balance sheet and clear momentum from expanding
automation and cloud migrations, the Group is well positioned to capitalise on
the AI- and automation driven opportunities."

 

 

((1)) ACV, as at a given date, is the total of the value of each cloud and
support contract divided by the total number of years of the contract (save
that the contract renewal announced on 20 July 2023 was included in FY23 ACV
at the annual amount of $4m), plus the annualised value of recurring IDP
revenue.

((2)) Profit before interest, tax, depreciation and amortisation adjusted to
exclude the effects of share-based payments, impairment, profit or loss on
disposals, and acquisition, contingent consideration and non-recurring
transaction costs.

((3)) Cloud net retention rate is calculated by starting with the Cloud ACV
from all customers twelve months prior to the period end and comparing it to
the Cloud ACV from the same customers at the current period end. The current
period ACV includes any cross- or upsells and is net of contraction or churn
over the trailing twelve months but excludes ACV from new customers and
acquisitions in the current period. The Cloud net retention rate is the total
current period ACV divided by the total prior period ACV.

((4)) being the total Group Remaining Performance Obligations that represent
future contracted revenue not yet recognised, including deferred income.

 

 

For further enquiries, please contact:

 Netcall plc                                                  Tel. +44 (0) 330 333 6100
 James Ormondroyd, CEO
 Richard Hughes, CFO
 Henrik Bang, Non-Executive Chair

 Canaccord Genuity Limited (Nominated Adviser and Broker)     Tel. +44 (0) 20 7523 8000
 Simon Bridges / Harry Gooden / Andrew Potts

 Singer Capital Markets (Joint Broker)                        Tel. +44 (0) 20 7496 3000
 Charles Leigh-Pemberton / Asha Chotai

 Alma Strategic Communications                                Tel. +44 (0) 20 3405 0205
 Caroline Forde / Hilary Buchanan / Emma Thompson

 

 

About Netcall

Netcall (AIM: NET) is a UK-based enterprise software company that unites
automation and customer engagement in one AI-powered platform. Its Liberty
platform makes work easier by digitising processes and simplifying customer
interactions in a single, easy-to-use solution that reduces complexity. Today,
around 600 organisations across healthcare, government and financial services
rely on Netcall for mission‑critical workflows, including two‑thirds of
NHS Acute Health Trusts and major enterprises such as Legal & General,
Baloise and Santander. For further information, please go to www.netcall.com
(http://www.netcall.com) .

Prior to publication the information communicated in this announcement was
deemed by the Company to constitute inside information for the purposes of
article 7 of the Market Abuse Regulations (EU) No 596/2014 as amended by
regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations No
2019/310 ('MAR'). With the publication of this announcement, this information
is now considered to be in the public domain.

 

 

Overview

The Board is pleased to report a year of accelerated growth, with clear
progress on key financial metrics and strategic priorities. Revenue rose 23%
to £48.0m (FY24: 9% growth), including 10% organic growth (FY24: 8% organic
growth), alongside contributions from FY25 acquisitions. Adjusted EBITDA
increased 17% to £9.8m (FY24: 5% growth), reflecting operating leverage while
sustaining investment in the Liberty platform.

 

Growth was broad-based, driven by robust demand for Liberty amid a structural
shift towards automation and AI. New cloud bookings made up 94% of new
business signed during the year, lifting Cloud ACV by 52% to £33.9m, of which
27% was organic. Cloud ACV now represents 80% of total ACV (FY24: 69%). Total
ACV increased 31% to £42.2m, further improving the recurring revenue mix to
80% (FY24: 76%). Over the past five years, Cloud ACV has grown fivefold,
underlining sustained top-line momentum driven by industry-wide migration to
cloud subscriptions and the Group's planned pivot towards automation and
workflow.

 

Growth came from new logos and deeper adoption of Liberty among existing
customers, with a larger share than prior years from new customer wins. Sales
momentum strengthened in the second half, supported by new AI capabilities and
upgraded modules, as organisations move to flexible, lower-cost, AI-enabled
platforms.

 

The accelerated cloud investment programme to launch and scale ConverseCX is
now complete, and the Group is leveraging that investment into sales growth.
Cloud contact centre revenue rose 34% year-on-year, and around three-quarters
of ConverseCX customers also purchased Liberty AI products, highlighting that
AI is increasingly integral to customer engagement.

 

Cloud net retention rate rose to 118% (FY24: 117%), meaning existing cloud
customers spent, on average, 18% more year-on-year, showing sustained customer
revenue expansion and platform stickiness. The breadth of the customer base
provides substantial runway for further revenue expansion as clients increase
their use of the platform over time. When customers add Liberty's Intelligent
Automation tools for the first time, ACV typically triples, yet automation
modules currently reach only around 31% of customers with engagement modules.
In parallel, around 20% of ACV comes from on-premises support contracts that
are steadily migrating to the cloud, which typically drives increased annual
spend by around 50%. Converting the remaining on-premises customer base
represents a material additional Cloud ACV opportunity, before further
potential AI and automation upsells.

 

The Group continued to execute its M&A strategy, building on last year's
activity, and delivered early cross-sell synergies. Govtech (acquired in
August 2024) and Parble (acquired in September 2024) were integrated
successfully, adding depth to local government solutions and AI-powered
intelligent document processing ("IDP"). Initial cross-sales include Liberty
solutions introduced to Govtech's council clients, and Parble's IDP sold to
existing Netcall customers. These acquisitions expand the Group's reach and
addressable market, positioning the platform for further ACV growth.

 

Netcall's SaaS model continues to generate healthy cash flow. The Group ended
the period with net cash of £27.2m (FY24: £34.0m) after £12.5m of
acquisition-related payments, and remains debt-free. The balance sheet
provides flexibility to continue investing in organic initiatives and targeted
acquisitions in line with the Group's growth strategy.

 

Current Trading and Outlook

 

Netcall enters the new financial year with strong momentum and a record
pipeline, supported by rising demand for digital automation and AI-enabled
solutions across enterprise and public sector markets. Recent acquisitions and
a robust product roadmap extend Liberty's capabilities, opening up new market
segments and increasing cross-sell opportunities.

Market trends continue to move in the Group's favour as organisations
increasingly explore replacing fragmented legacy systems with integrated
platforms that unify AI, automation and customer engagement. With the cloud
investment programme now complete, operating leverage is anticipated to
improve over time, while a resilient recurring revenue base and debt-free
balance sheet provide scope for continued innovation and selective
acquisitions.

Customer validation is strengthening with growing customer references and ROI
case studies generating more inbound interest. Combined with a growing
pipeline, this improves visibility into future bookings, while a contracted
revenue order book, now £79m, underpins future revenue. With favourable
market dynamics, an expanded platform and an established growth strategy, the
Board remains confident in the Group's continued success.

Business Review

 

Netcall unites automation and customer engagement on Liberty, its AI-powered
platform.  Liberty digitises and orchestrates processes and customer
interactions without adding complexity, making work easier for teams and
customers alike. Built on a low-code foundation with embedded AI, Liberty is
easy to use, enabling business users, not just IT teams, to deploy solutions
quickly. This supports faster time-to-value and modernisation without
wholesale system replacement.

 

The Group serves around 600 organisations, ranging from NHS hospitals and
local councils to banks and insurers. Customer advocacy remains strong;
surveys show more than nine in ten would recommend Netcall. Every day, people
in the UK interact with Liberty - managing hospital appointments, applying for
mortgages or accessing council services - showing its role in modernising
essential operations and supporting retention and expansion.

 

Many organisations rely on a patchwork of legacy tools that are hard to scale
and adapt. Liberty offers a single, composable platform that consolidates
these workflows and provides a foundation for ongoing innovation. Once on
Liberty, customers can scale and adapt solutions quickly as needs change.
Prebuilt, industry-specific packages are designed to accelerate time-to-value.
For example, Citizen Hub offers ready-made modules for common council
services, and Patient Hub, used by around three million patients, helps manage
appointments and has delivered an estimated £90m in savings for the NHS to
date.

 

As AI adoption grows, organisations are rethinking how they deliver customer
service and application development. Many recognise that layering stand-alone
AI tools onto legacy systems adds complexity and creates silos, and industry
analysts note a shift towards modular, integrated ecosystems that evolve as
technologies mature. Liberty's low-code architecture with embedded AI
positions Netcall to support customers through this shift, helping business
teams to deliver change quickly and safely.

 

With automation extending across more processes, governance and security are
critical. Liberty provides enterprise-grade control for governed automation,
with AI embedded in the same framework, enabling compliance and cost
efficiency. The architecture supports AI today and is designed to absorb
emerging generative capabilities within the same framework, so customers are
able to benefit from future innovation, without the burden of
re‑engineering.

 

Strategy

 

Netcall's growth engine is built on four pillars: Land (new customer
acquisition), Expand (growth within the existing customer base), Innovate
(ongoing product innovation), and Acquire (selective M&A). Together, these
levers continue to deliver growth and position the Group for further
expansion.

 

Land: New customer acquisition

 

FY25 delivered a step change in new customer growth, with over 50 new clients
added, ahead of prior years. Direct sales benefited from strong customer
advocacy and improved go-to-market programmes, underpinned by Netcall's
reputation in core markets.

 

Indirect channels contributed around 17% of order bookings (FY24: 20%). The
partner ecosystem expanded further, with 16 additional firms joining during
the year, including technology specialists and communication service
providers. Partners have extended reach into new segments and geographies and
Liberty ConverseCX has proven popular with resellers due to its
partner-friendly, cloud-native model, enabling partners to deploy new services
quickly.

 

Wins spanned public and private sectors. In local government, adoption
accelerated, with more new council wins. Following the Govtech integration,
Liberty now handles council tax enquiries for around a quarter of UK
dwellings. Recent wins include the London Borough of Haringey, which purchased
Liberty Create, ConverseCX, Citizen Hub and RPA, and New Forest District
Council, which adopted a similar product suite. Both also opted for Liberty's
AI capabilities, signalling a shift toward multi-module adoption from the
outset, lifting initial ACV and increasing total contract value.

 

In healthcare, Liberty's sector solutions continued to attract NHS
organisations, with strong uptake of Liberty ConverseCX and Patient Hub to
improve access, reduce waiting times and streamline patient engagement. The
Christie NHS Foundation Trust, Europe's largest single-site cancer centre,
implemented Liberty Spark's process-mapping solution to build consistency,
visibility and efficiency across operations.

 

Private sector additions included a major live entertainment and venue
management company adopting Liberty ConverseCX and a global advisory, broking
and risk management firm selecting Liberty Create to accelerate internal
development. Early international activity included new customers in South
Africa, Canada, the US, Australia and New Zealand. Examples include several
financial services firms and a large retail chain in South Africa, an
insurance agency in Queensland, and a major pharmaceutical company with global
operations, all choosing Liberty Spark, demonstrating the platform's global
appeal.

 

Even with the growing footprint, penetration within core UK sectors is around
15% of target accounts, leaving substantial headroom for new logos. Digital
transformation remains a priority across sectors, with AI adoption increasing
urgency for modern solutions. At the same time, a widening digital skills gap
increases demand for tools that democratise technology, such as low-code
platforms. Combined with ongoing product innovation and a focus on customer
success, these factors underpin continued new customer acquisition and market
share gains.

 

Expand: Growth within the existing customer base

 

The 'land-and-expand' model continues to deliver. After Liberty is deployed,
customers broaden usage across departments and processes through cross-sell,
upsell and by scaling workflows within existing modules. In FY25, this
expansion was a major growth driver. The cloud net retention rate was 118%
(FY24: 117%) meaning that on average existing cloud customers spent about 18%
more year-on-year, even after churn. This reflects high satisfaction, strong
module relevance, and the advantage of a unified platform for adjacent use
cases.

 

Expansion wins included a multi-year £3m renewal with a leading UK bank
adding Liberty IDP, ConverseCX and Spark to their subscription. In local
government, follow-on sales featured a £1.6m contract with a city council for
Liberty's Citizen Hub and ConverseCX. In healthcare, multiple NHS trusts
upgraded to the new Liberty ConverseCX contact centre; for example, University
Hospitals Sussex NHS Foundation Trust adopted it to improve patient access and
experience.

 

Tewkesbury Borough Council is an illustration of our expand strategy. Starting
with a single workflow, the council rolled out Citizen Hub and Liberty Create
to redesign additional services and improve citizen engagement (for example,
planning applications and reporting). It subsequently added Liberty ConverseCX
with AI, which went live during the year, to handle enquiries more
efficiently, and most recently added Liberty Spark for process mapping and
discovery. Each step solved a new challenge and delivered incremental value,
turning Liberty into an essential platform across their operations. This
progressive, multi-module pattern has recurred across many accounts and
remains a core driver of net revenue retention and ACV growth.

 

To support expansion, Netcall invests in customer enablement. The Netcall
Community grew to over 10,000 members, providing a forum for knowledge
sharing, best practice and reusable application components. The Netcall
Academy expanded to 240 courses with over 5,000 courses completed in FY25,
helping customers build internal capability. These initiatives enable
customers to get more out of Liberty, promote feature attach, reduce
time‑to‑value, and support both expansion and retention.

 

Innovate: Ongoing product innovation

 

Netcall maintained a high pace of innovation in FY25, delivering features
that expand Liberty's reach and deepen customer value.

 

Liberty IDP, launched after the Parble acquisition, automates document-heavy
workflows using AI to extract and process information. Early uptake is
encouraging and the roadmap includes human-in-the-loop exception handling and
document generation to increase value in complex environments. IDP opens new
entry points such as claims and case intake, digital mailroom, and
back‑office processing, supporting both land and expand strategies.

 

Liberty Create, the platform's low-code engine, was enhanced to better support
enterprise case management. As part of the Govtech integration, Netcall
developed a new multi-tenant forms and workflow suite for local government,
built on Liberty Create and integrated with Govtech's automation service.
These enhancements improved margins on existing Govtech deployments (now using
Liberty as the front-end) and are creating cross-sell opportunities.

 

Liberty ConverseCX, Netcall's next-generation cloud contact centre launched
late in the prior financial year, gained traction. The platform blends AI and
intelligent automation to improve customer experience and agent productivity.
Embedded generative AI enables virtual agents to manage routine enquiries
using natural language Q&A, while human agents benefit from AI-assistance
including guidance, translation and call summarisation. These capabilities
support faster, more accurate service and are driving migrations from
on-premises systems to the cloud.

 

AI enhancements were and continue to be introduced across the Liberty suite.
Liberty RPA now includes AI-assisted bot creation, allowing users to describe
tasks in plain language to generate automation scripts. Within Patient Hub, a
new machine-learning model predicts the likelihood of missed appointments and
offers tailored reminder plans to help providers reduce patient no-shows.
These upgrades make Liberty automation tools smarter and more predictive,
while remaining accessible through its no-/low-code interface.

 

Netcall has now also begun introducing agentic AI. Within Liberty ConverseCX,
a new Agent Step for voice and chat uses autonomous reasoning to guide
customer interactions, request information, escalate to people or retrieve
knowledge as needed. A new AI-driven knowledge management system combines
static documentation and case data with AI to enable dynamic, conversational
support that improves accuracy and context.

 

To meet sector-specific needs, Netcall released several additional modules. In
healthcare, the Clinic Utilisation app helps hospitals manage ad-hoc clinic
capacity and reduce waiting lists, while a Directory app streamlines staff
directory management. For local government and housing providers, rent arrears
can be managed using Rent-IQ that offers AI-driven tools, automated processes,
streamlines workflows and makes managing tasks and tenant engagement easier.
These targeted solutions are generating incremental revenue and expanding the
sales pipeline.

 

Acquire: Expansion through selective M&A

 

Netcall's acquisition strategy complements organic growth, targeting
opportunities that fast-track Liberty's roadmap, expand the customer base and
create cross-sell paths that increase ACV and strengthen recurring revenue.

In FY25, Netcall completed two acquisitions, Govtech and Parble, both of which
were successfully integrated into Liberty and are contributing to Group
revenue and ACV growth. These deals have already unlocked cross-sell and
upsell wins: Liberty is now adopted by customers previously using only Govtech
solutions, while Liberty IDP has been deployed by local council clients. In
financial services, a leading firm signed up for Parble's IDP alongside
Liberty ConverseCX and Liberty Spark, demonstrating the platform's ability to
drive multi-product adoption.

M&A remains a strategic growth lever to accelerate innovation and extend
Liberty's capabilities. Management focuses on targets with valuable
intellectual property or niche capabilities that enhance the platform and
strengthen the value proposition. This approach aligns with ongoing industry
consolidation as organisations simplify and modernise fragmented software
portfolios.

 

ESG Initiatives

 

Environmental commitment and progress

 

Netcall remains committed to achieving carbon neutrality by the end of 2026.
Since the 2020 baseline, Scope 1 and Scope 2 emissions have reduced by 1.5% to
33.8 tCO2e in FY25. Emissions intensity improved by 20% to 0.70 tCO2e per £m
of revenue (FY24: 0.88).

 

The Group's transition plan to Net Zero is validated by the Science Based
Targets initiative (SBTi). Netcall continues to invest in woodland creation
and uses its Environmental Management System ("EMS") built on the Liberty
platform to manage actions and improvements. The EMS app is also available to
customers via the Netcall AppShare to support their sustainability goals.

 

Netcall's digital transformation solutions help customers cut carbon
emissions, leveraging AI and RPA to streamline processes, digitise systems and
reduce resource use, including a shift to electronic communications.

 

Social value and community impact

Guided by value-based operating principles and regular Social Value Policy
reviews, Netcall focuses on creating social value and serving communities. The
Group supports many UK public-sector organisations, from local councils to NHS
trusts, and its technology is used by around three million patients to manage
appointments, helping thousands access care sooner.

Netcall also supports digital inclusion, ensuring tools are accessible for
everyone, for example, by offering digital services such as incorporating
audio transcripts and British Sign Language videos, as well as offering
digital training and support to those at risk of exclusion. A recent example
is the launch of an accessible Patient Engagement Portal for Liverpool Women's
NHS trust, enabling patients to embrace digital tools without the barriers.

People and culture

Internally, the focus is on building capability and engagement. This year, the
Group launched an early-careers programme, bringing seven graduates into the
business, and initiated the second cohort of its Management Development
Programme to develop leadership skills.

Employee engagement remains high. Netcall was named one of the Financial Times
Best Employers 2025, placing the Group in the top 25 companies in its sector
based on a survey of approximately 20,000 employees. These outcomes underscore
Netcall's commitment to a positive workplace culture with high employee
satisfaction.

 

Financial Review

 

ACV remains a core key performance indicator for the Group and a lead
indicator of revenue visibility. The Board closely monitors year-on-year ACV
growth as a key financial metric. ACV reflects the annualised value of new
customer contracts together with upsell and cross-sell within the existing
base, net of reductions or cancellations.

 

At 30 June 2025, Cloud ACV was £33.9m, up 52% year on year (FY24: £22.3m).
This performance reflects the Group's effective land-and-expand strategy,
stronger new logo momentum, and the positive contribution from acquisitions
completed during the year. Total ACV increased by 31% to £42.2m (FY24:
£32.2m).

 

On an organic basis (excluding acquisitions), Cloud ACV grew by 27% and Total
ACV by 13%. FY25 acquisitions added £5.5m to Cloud ACV at year-end (FY24:
£0.4m), highlighting the way targeted acquisitions continue to strengthen the
Group's growth platform.

 

The table below sets out ACV by component at the end of the last three
financial years:

 

 £'m ACV                        FY25  FY24  FY23
 Cloud services                 33.9  22.3  18.1
 Product support contracts      8.3   9.9   9.8
 Total ACV                      42.2  32.2  27.9

 

Group revenue increased 23% to £48.0m (FY24: £39.1m), reflecting an
underlying organic increase of 10% (£4.00m) alongside contributions from
acquisition completed during the year.

 

Revenue from Intelligent Automation solutions rose 39% to £28.0m (FY24:
£20.1m), of which £4.90m was attributable to acquisitions. Customer
Engagement solutions revenue grew 5% to £19.4m (FY24: £18.5m), with Customer
Engagement Cloud services delivering a significant increase of 34% to £7.35m
(FY24: £5.50m).

 

The table below sets out revenue by component for the last three financial
year ends:

 

 £'m Revenue                                               FY25  FY24  FY23
 Cloud services                                            29.3  19.8  16.6
 Product support contracts                                 9.2   9.9   9.4
 Total Cloud services & Product support contracts          38.5  29.7  26.0
 Communication services                                    2.6   2.5   2.6
 Product                                                   1.0   1.8   2.2
 Professional services                                     5.9   5.1   5.2
 Total Revenue                                             48.0  39.1  36.0

 

Supported by strong growth in ACV, Cloud services revenue (subscription and
usage fees of our cloud-based offerings) was 48% higher at £29.3m (FY24:
£19.8m), of which £4.61m was attributable to acquisitions.

 

Product support contract revenue was £9.22m (FY24: £9.89m), reflecting the
continued customer migration to cloud and the retirement of certain legacy
products. As a result, recurring revenues from Cloud services and Product
support contracts increased to 80% of total revenue (FY24: 76%).

 

Communication services revenue was £2.57m (FY24: £2.46m), reflecting
increases in both call-back and automation-driven messaging transactions.

 

Product revenue, comprising software license sales with supporting hardware,
was £1.03m (FY24: £1.83m), in line with the expected shift in customer
preference towards cloud-based solutions over on-premises deployments.

 

Professional services revenue increased by 17% to £5.91m (FY24: £5.07m), of
which £0.29m was contributed by acquisitions. The level of professional
services varies with the mix of direct and indirect sales, scope of delivery
(from full application build to enablement of in-house teams), and the extent
to of partners-delivered services.

 

Group Remaining Performance Obligations ("RPO"), representing future
contracted revenue not yet recognised, including deferred income, increased by
24% to £78.9m at year end (FY24: £63.8m). This highlights the substantial
revenue already secured and available for recognition in future periods.
Revenue expected to be recognised within the next 12 months ("Current RPO"),
rose by 30% to £41.7m (FY24: £32.0m). Acquisitions contributed £6.2m to RPO
at the year-end, of which £3.9m was Current RPO.

 

Adjusted EBITDA increased 16% to £9.82m (FY24: £8.44m), representing a 20.5%
margin on revenue (FY24: 21.6%). The margin reflects the full-year effect of
the Group's now complete investment programme in its Cloud Customer Engagement
offering, announced in October 2023.

 

Following recent acquisitions, the Group recorded higher acquisition-related
expenses, including amortisation on acquired intangibles of £1.16m (FY24:
£0.58m) and post-completion services costs of £0.80m (FY24: £0.16m). In
addition, the launch of new share schemes during the year resulted in a higher
share-base payment charge of £0.93m (FY24: £0.65m). These factors
contributed to an operating profit of £4.65m (FY24: £5.43m).

 

Adjusted profit before tax increased by 7% to £8.28m (FY24: £7.73m),
reflecting lower net interest income.

 

Profit before tax was £5.07m (FY24: £6.33m) following the same profile as
operating profit, primarily reflecting acquisition-related costs and
share-based payment charges.

 

The Group recorded a tax charge of £1.02m (FY24: £0.48m), benefiting from
tax relief available from the exercise of share options during the period.

 

Basic earnings per share was 2.45 pence (FY24: 3.61 pence) and increased by 5%
to 3.75 pence on an adjusted basis (FY24: 3.57 pence). Diluted earnings per
share was 2.41 pence (FY24: 3.46 pence) and increased by 8% to 3.70 pence on
an adjusted basis (FY24: 3.42 pence).

 

Cash generated from operations before acquisition-related payments decreased
by 27% to £10.1m (FY24: £13.8m) due to the timing of customer receipts in
both the current and prior years. This represents a conversion of 103% (FY24:
164%) of adjusted EBITDA.

 

Research and development expenditure, including capitalised software
development, was 28% higher at £7.26m (FY24: £5.66m), of which capitalised
software expenditure was £3.23m (FY24: £2.32m). The increase in research and
development expenditure of £1.6m maintains a total spend in line with revenue
growth.

 

Total capital expenditure was £3.64m (FY24: £2.57m); with the balance after
capitalised development, £0.42m (FY24: £0.25m) primarily relating to IT
equipment and software.

 

Year-end Group cash was £27.2m (30 June 2024: £34.0m) after £12.5m of
acquisition-related payments (net of cash acquired) during the year. Net
funds, after lease liabilities and borrowings, were £26.1m at 30 June 2025
(30 June 2024: £33.5m).

 

Contribution from Acquisitions

 

On 6 August 2024, the Company acquired Govtech for a total consideration of up
to £13.0m (see note 8 for further information). During the reporting period,
Govtech generated £3.72m in revenue and an adjusted EBITDA of £0.84m.
Consideration paid in the period was £9.15m in cash, with a further £0.54m
accrued as post-completion services under IFRS 3, reflecting the continued
involvement of the former owners.

 

On 13 September 2024 the Company acquired Parble for a total consideration of
up to €8.7m (£7.4m) (see note 8 for further information). During the
reporting period, Parble generated £1.18m in revenue and an adjusted EBITDA
of £0.35m. The consideration paid in the period was £3.49m in cash, with an
additional £0.18m accrued as post-completion services under IFRS 3.

 

Dividend

 

In line with the Company's dividend policy to pay-out 25% of adjusted earnings
per share, the Board is proposing a final dividend for this financial year of
0.94p (FY24: 0.89p). If approved at the Company's 2025 Annual General Meeting,
the final dividend will be paid on 9 February 2026 to shareholders on the
register at the close of business on 30 December 2025.

 

 

Audited consolidated income statement for the year ended 30 June 2025

 

                                                                       2025       2024
                                                                       £'000     £'000
 Revenue                                                               47,961    39,057
 Cost of sales                                                         (8,092)   (5,612)
 Gross profit                                                          39,869    33,445

 Administrative expenses                                               (34,939)  (28,050)
 Other gains/(losses) - net                                            (285)     31

 Adjusted EBITDA                                                       9,819     8,440
 Depreciation                                                          (507)     (398)
 Net gain on disposal of property, plant and equipment                 20        -
 Amortisation of acquired intangible assets                            (1,164)   (581)
 Amortisation of other intangible assets                               (1,546)   (1,228)
 Non-recurring transaction costs (see note 4)                          (229)     -
 Post-completion services and fair value adjustments (see note 4)      (819)     (156)
 Share-based payments                                                  (929)     (651)
 Operating profit                                                      4,645     5,426

 Finance income                                                        568       943
 Finance costs                                                         (142)     (40)
 Finance income - net                                                  426       903
 Profit before tax                                                     5,071     6,329

 Tax charge                                                            (1,021)   (475)
 Profit for the year                                                   4,050     5,854

 Earnings per share - pence
 Basic                                                                 2.45      3.61
 Diluted                                                               2.41      3.46

 

All activities of the Group in the current and prior periods are classed as
continuing. All of the profit for the period is attributable to the
shareholders of Netcall plc.

 

Audited consolidated statement of comprehensive income for the year ended 30
June 2025

 

                                                                         2025    2024
                                                                        £'000   £'000
 Profit for the year                                                    4,050   5,854

 Other comprehensive income
 Items that may be reclassified to profit or loss
 Exchange differences arising on translation of foreign operations      35      (5)
 Total other comprehensive income for the year                          35      (5)

 Total comprehensive income for the year                                4,085   5,849

 

All of the comprehensive income for the year is attributable to the
shareholders of Netcall plc.

 

 

Audited consolidated balance sheet at 30 June 2025

 

                                                                                2025     2024
                                                                                £'000   £'000
 Assets
 Non-current assets
 Property, plant and equipment                                                  613     685
 Right-of-use assets                                                            849     357
 Intangible assets                                                              51,145  33,596
 Deferred tax assets                                                            357     876
 Financial assets at fair value through other comprehensive income              100     72
 Total non-current assets                                                       53,064  35,586
 Current assets
 Inventories                                                                    23      36
 Other current assets                                                           2,798   2,313
 Contract assets                                                                365     207
 Trade receivables                                                              4,753   4,752
 Other financial assets at amortised cost                                       88      139
 Cash and cash equivalents                                                      27,159  34,008
 Total current assets                                                           35,186  41,455
 Total assets                                                                   88,250  77,041
 Liabilities
 Non-current liabilities
 Contract liabilities                                                           325     806
 Borrowings                                                                     -       9
 Lease liabilities                                                              777     358
 Deferred tax liabilities                                                       2,386   1,407
 Total non-current liabilities                                                  3,488   2,580
 Current liabilities
 Trade and other payables                                                       11,266  7,841
 Contract liabilities                                                           28,199  26,009
 Current tax liabilities                                                        1,045   -
 Borrowings                                                                     -       10
 Lease liabilities                                                              266     104
 Total current liabilities                                                      40,776  33,964
 Total liabilities                                                              44,265  36,544
 Net assets                                                                     43,986  40,497

 Equity attributable to owners of Netcall plc
 Share capital                                                                  8,432   8,339
 Share premium                                                                  5,574   5,574
 Other equity                                                                   4,900   4,900
 Other reserves                                                                 969     403
 Retained earnings                                                              24,111  21,281
 Total equity                                                                   43,986  40,497

 

 

Audited consolidated statement of cash flows for the year ended 30 June 2025

 

                                                                                     2025       2024
                                                                                     £'000     £'000
 Cash flows from operating activities
 Profit before income tax                                                            5,071     6,329
 Adjustments for:
 Depreciation and amortisation                                                       3,216     2,207
 Share-based payments                                                                929       651
 Finance income - net                                                                (426)     (903)
 Net gain on disposal of property, plant and equipment                               (20)      -
 Other non-cash expenses                                                             14        -
 Changes in operating assets and liabilities, net of effects from purchasing of
 subsidiary undertaking:
 Decrease/ (increase) in inventories                                                 13        (5)
 Decrease/ (increase) in trade receivables                                           594       (249)
 (Increase)/ decrease in contract assets                                             (126)     393
 Decrease/ (increase) in other financial assets at amortised cost                    74        (77)
 (Increase)/ decrease in other current assets                                        (48)      29
 Increase in trade and other payables                                                1,310     182
 (Decrease)/ increase in contract liabilities                                        (686)     5,249
 Cash flows from operations                                                          9,915     13,806
 Analysed as:
   Cash flows from operations before payment of non-recurring transaction            10,144    13,806
 costs
   Non-recurring transaction cost payments                                           (229)     -
 Interest received                                                                   568       943
 Interest paid                                                                       (17)      (10)
 Income taxes paid                                                                   (132)     (11)
 Net cash inflow from operating activities                                           10,334    14,728
 Cash flows from investing activities
 Payment for acquisition of subsidiary, net of cash acquired                         (12,007)  (1,633)
 Payment for property, plant and equipment                                           (222)     (252)
 Payment of software development costs                                               (3,226)   (2,322)
 Payment for other intangible assets                                                 (194)     -
 Payment for financial assets at fair value through other comprehensive income       (28)      -
 Proceeds from sale of property, plant and equipment                                 21        -
 Net cash outflow from investing activities                                          (15,656)  (4,207)
 Cash flows from financing activities
 Proceeds from issues of ordinary shares                                             93        231
 Repayment of borrowings                                                             (19)      (4)
 Lease payments                                                                      (163)     (152)
 Dividends paid to Company's shareholders                                            (1,470)   (1,338)
 Net cash outflow from financing activities                                          (1,559)   (1,263)
 Net increase in cash and cash equivalents                                           (6,881)   9,258
 Cash and cash equivalents at beginning of the financial year                        34,008    24,753
 Effects of exchange rate on cash and cash equivalents                               32        (3)
 Cash and cash equivalents at end of financial year                                  27,159    34,008

 

 

Audited consolidated statement of changes in equity for the year ended 30 June
2025

 

                                                           Share capital  Share premium  Other equity  Other reserves  Retained earnings  Total

                                                           £'000          £'000          £'000         £'000           £'000              £'000
 Balance at 1 July 2023                                    8,108          5,574          4,900         3,056           13,739             35,377
 Proceeds from share issue                                 231            -              -             -               -                  231
 Increase in equity reserve in relation to options issued  -              -              -             740             -                  740
 Tax credit relating to share options                      -              -              -             (362)           -                  (362)
 Reclassification following exercise or lapse of options   -              -              -             (3,026)         3,026              -
 Dividends paid                                            -              -              -             -               (1,338)            (1,338)
 Transactions with owners                                  231            -              -             (2,648)         1,688              (729)
 Profit for the year                                       -              -              -             -               5,854              5,854
 Other comprehensive income                                -              -              -             (5)             -                  (5)
 Total comprehensive income for the year                   -              -              -             (5)             5,854              5,849
 Balance at 30 June 2024                                   8,339          5,574          4,900         403             21,281             40,497
 Proceeds from share issue                                 93             -              -             -               -                  93
 Increase in equity reserve in relation to options issued  -              -              -             991             -                  991
 Tax charge relating to share options                      -              -              -             (210)           -                  (210)
 Reclassification following exercise or lapse of options   -              -              -             (250)           250                -
 Dividends paid                                            -              -              -             -               (1,470)            (1,470)
 Transactions with owners                                  93             -              -             531             (1,220)            (596)
 Profit for the year                                       -              -              -             -               4,049              4,049
 Other comprehensive income                                -              -              -             35              -                  35
 Total comprehensive income for the year                   -              -              -             35              4,049              4,084
 Balance at 30 June 2025                                   8,432          5,574          4,900         969             24,110             43,985

 

 

Notes to the financial information for the year ended 30 June 2025

 

1. General information

Netcall plc (AIM: "NET", "Netcall", or the "Company"), is a leading provider
of intelligent automation and customer engagement software. It is a public
limited company and is quoted on AIM (a market of the London Stock Exchange).
The Company's registered address is Suite 203, Bedford Heights, Brickhill
Drive, Bedford, UK MK41 7PH and the Company's registered number is 01812912.

 

2. Basis of preparation

The Group financial statements consolidate those of the Company and its
subsidiaries (together referred to as the 'Group').

 

The financial information set out in these final results has been prepared in
accordance with UK-adopted International Accounting Standards in conformity
with the requirements of the Companies Act 2006. The accounting policies
adopted in this results announcement have been consistently applied to all the
years presented and are consistent with the policies used in the preparation
of the statutory accounts for the period ended 30 June 2025.

 

The consolidated financial information is presented in sterling (£), which is
the Company's functional and the Group's presentation currency.

 

The financial information set out in these results does not constitute the
Company's statutory accounts for 2025 or 2024. Statutory accounts for the
years ended 30 June 2025 and 30 June 2024 have been reported on by the
Independent Auditors; their report was (i) unqualified; (ii) did not draw
attention to any matters by way of emphasis; and (iii) did not contain a
statement under 498(2) or 498(3) of the Companies Act 2006.

 

Statutory accounts for the year ended 30 June 2024 have been filed with the
Registrar of Companies. The statutory accounts for the year ended 30 June 2025
will be delivered to the Registrar in due course. Copies of the Annual Report
2025 will be posted to shareholders on or about 14 November 2025. Further
copies of this announcement can be downloaded from the website www.netcall.com
(http://www.netcall.com) .

 

As a result of the level of cash generated from operating activities the Group
has maintained a healthy liquidity position as shown on the consolidated
balance sheet. The Board has carried out a going concern review and concluded
that the Group has adequate cash to continue in operational existence for the
foreseeable future. To support this the Directors have prepared cash flow
forecasts for a period in excess of 12 months from the date of approving the
financial statements. When preparing the cash flow forecasts the Directors
have reviewed a number of scenarios, including the severe yet plausible
downside scenario, with respect to levels of new business and client
retention. In all scenarios the Directors were able to conclude that the Group
has adequate cash to continue in operational existence for the foreseeable
future.

 

3. Segmental analysis

Management considers that there is one operating business segment being the
design, development, sale and support of software products and services, which
is consistent with the information reviewed by the Board when making strategic
decisions. Resources are reviewed on the basis of the whole of the business
performance.

 

The key segmental measure is adjusted EBITDA which is profit before interest,
tax, depreciation, amortisation, acquisition and reorganisation expenses and
share-based payments, which is set out on the consolidated income statement.

 

Reconciliation of profit before tax to adjusted profit before tax

The table below reconciles profit before tax to adjusted profit before tax by
excluding share-based payments and acquisition-related items:

 

 £'000                                             30 June 2025  30 June 2024
 Profit before tax                                 5,071         6,329
 Share-based payments                              929           651
 Post-completion services (see note 4)             819           156
 Non-recurring transaction costs (see note 4)      229           -
 Amortisation of acquired intangible assets        1,164         581
 Unwinding of discount - contingent consideration  69            10
 Adjusted profit before tax                        8,281         7,727

 

4. Material profit or loss items

The Group identified the following items which are material due to the
significance of their nature and/or their amount. They are listed separately
here to provide a better understanding of the financial performance of the
Group in this and the prior year.

                                             2025     2024
                                            £'000    £'000
 Non-recurring transaction costs((1))       (229)    -
 Post completion services expense((2))      (819)    (156)
                                            (1,048)  (156)

 

((1)) The Company incurred professional advisor fees of £0.23m in connection
with the acquisition of Govtech Holdings Limited and Smart & Easy NV all
of which was paid in the period. These costs are included in 'administrative
expenses'.

( )

((2)) The former owners of Skore Labs Limited (acquired in January 2024),
Govtech Holdings Limited (acquired in August 2024), and Smart and Easy NV
(acquired in September 2024) continued to work in the business following their
acquisitions and in accordance with IFRS 3 a proportion of the contingent
consideration arrangement is treated as remuneration and expensed in the
income statement.

 

5. Earnings per share

The basic earnings per share is calculated by dividing the net profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year, excluding those held in treasury.

 

                                                                  30 June 2025  30 June 2024
 Net earnings attributable to ordinary shareholders (£'000)       4,050         5,854
 Weighted average number of ordinary shares in issue (thousands)  165,473       162,293
 Basic earnings per share (pence)                                 2.45          3.61

 

The diluted earnings per share has been calculated by dividing the net profit
attributable to ordinary shareholders by the weighted average number of shares
in issue during the year, adjusted for potentially dilutive shares that are
not anti-dilutive.

 

                                                                            30 June 2025  30 June 2024
 Weighted average number of ordinary shares in issue (thousands)            165,473       162,293
 Adjustments for share options (thousands)                                  2,397         7,021
 Weighted average number of potential ordinary shares in issue (thousands)  167,870       169,314
 Diluted earnings per share (pence)                                         2.41          3.46

 

Adjusted earnings per share have been calculated to exclude the effect of
acquisition, contingent consideration and reorganisation costs, share-based
payment charges, amortisation of acquired intangible assets and with a
normalised rate of tax. The Board believes this gives a better view of
on-going maintainable earnings. The table below sets out a reconciliation of
the earnings used for the calculation of earnings per share to that used in
the calculation of adjusted earnings per share:

 

 £'000                                                          30 June 2025  30 June 2024
 Profit used for calculation of basic and diluted EPS           4,050         5,854
 Share-based payments                                           929           651
 Post-completion services (see note 4)                          819           156
 Non-recurring transaction costs (see note 4)                   229           -
 Amortisation of acquired intangible assets                     1,164         581
 Unwinding of discount - contingent consideration               69            10
 Tax effect of adjustments                                      (1,049)       (1,457)
 Profit used for calculation of adjusted basic and diluted EPS  6,211         5,795

 

                                              30 June 2025  30 June 2024
 Adjusted basic earnings per share (pence)    3.75          3.57
 Adjusted diluted earnings per share (pence)  3.70          3.42

 

6. Dividends

 

 Year to June 2025                                  Paid    Pence per share  Cash flow statement  Statement of changes in equity  June 2025 balance sheet

                                                                             (£'000)              (£'000)                         (£'000)

 Final ordinary dividend for the year to June 2024  7/2/25  0.89p            1,470                1,470                           -

 Year to June 2024                                  Paid    Pence per share  Cash flow statement  Statement of changes in equity  June 2024 balance sheet

                                                                             (£'000)              (£'000)                         (£'000)

 Final ordinary dividend for the year to June 2023  9/2/24  0.83p            1,338                1,338                           -
                                                                             1,338                1,338                           -

 

It is proposed that this year's final ordinary dividend of 0.94p pence per
share will be paid to shareholders on 9 February 2026. Netcall plc shares will
trade ex-dividend from 29 December 2025 and the record date will be 30
December 2025. The estimated amount payable is £1.57m. The proposed final
dividend is subject to approval by shareholders at the Annual General Meeting
and has not been included as a liability in these financial statements.

 

7. Net funds reconciliation

 

 £'000                        30 June 2025  30 June 2024
 Cash and cash equivalents    27,159        34,008
 Borrowings - fixed interest  -             (19)
 Lease liabilities            (1,043)       (462)
 Net funds                    26,116        33,527

 

8. Business combinations

 

Acquisition of Govtech Holdings Limited

On 6 August 2024, the Company acquired 100% of the issued share capital of
Govtech Holdings Limited ('Govtech'), a provider of digital process automation
solutions.

 

On acquisition of a business, IFRS 3 'Business Combinations' requires the
Group to assess the fair value of the consideration transferred and the fair
value of the assets acquired.

 

The fair value of the consideration transferred is:

 

                                     £000
 Initial cash consideration          9,150
 Deferred cash consideration         433
 Contingent cash consideration       415
 Contingent share consideration      11
                                     10,009

 

The consideration for the transaction comprised:

 

 ·             cash consideration of £9.15m paid on completion;
 ·             deferred cash consideration of £0.45m (undiscounted) payable and paid in
               August 2025; and
 ·             contingent consideration of up to £2.73m in cash and £0.67m in Netcall
               shares, payable upon achievement of specific performance targets within the
               two-year period following the completion date. As the arrangement requires
               on-going provision of services to the Group by a number of the previous
               shareholders of Govtech then: the cash components will be recognised in the
               income statement as services are rendered, in line with the requirements of
               IAS 19 'Employee benefits'; and the share components will be recognised in the
               income statement based on the volume of shares that are ultimately expected to
               vest, in line with the requirements of IFRS 2 'Share based payments'.

The assets and liabilities recognised as a result of the acquisition are as
follows:

                                                  £000
 Intangible assets - proprietary software         1,200
 Intangible assets - customer relationships       3,350
 Intangible assets - brand                        300
 Property, plant and equipment                    35
 Right-of-use assets                              225
 Other current assets                             433
 Trade receivables                                561
 Cash and cash equivalents                        1,689
 Trade and other payables                         (575)
 Contract liabilities                             (2,225)
 Lease liabilities - current liabilities          (27)
 Lease liabilities - non-current liabilities      (207)
 Deferred tax liabilities                         (1,221)
 Net identifiable assets acquired                 3,538
 Goodwill                                         6,471
 Net assets acquired                              10,009

 

The goodwill recognised is attributable to the future economic benefits
expected to be obtained from the integration of Govtech's solutions into the
Liberty product and to the workforce.

 

Subsequent to the date of acquisition, Govtech generated £3.72m of revenue
and profit after tax of £0.79m during the reporting period, which is included
within the Consolidated income statement. If the acquisition had occurred at
the beginning of the reporting period, Govtech would have generated £3.94m of
revenue and a £0.43m profit after tax.

 

During the year, the post completion services expense recognised in relation
to contingent consideration required to be settled in cash was £0.50m. This
has been included within 'Post completion services' in the income statement.
The post completion services expense recognised in relation to contingent
consideration required to be settled in equity was £0.10m. This has been
included within 'Share based payments' in the income statement.

 

During the year, an expense of £0.02m has been recognised in relation to the
unwinding of discounting on contingent consideration payable in cash and an
expense of £0.02m in relation to the unwinding of discount on deferred
consideration. The deferred consideration balance is included within 'Other
liabilities'

 

The cash outflow as a result of the transaction is as follows:

                                                 £000
 Initial cash consideration                      9,150
 Less: cash acquired                             (1,689)
 Net cash outflow from investing activities      7,461

 

Acquisition of Smart & Easy NV

On 13 September 2024, the Company acquired 100% of the issued share capital of
Smart & Easy NV (trading as 'Parble'), a provider of digital process
automation solutions.

 

The fair value of the consideration transferred is:

 

                                     £000
 Initial cash consideration          3,489
 Deferred cash consideration         490
 Contingent cash consideration       42
 Contingent share consideration      67
                                     4,088

 

The consideration for the transaction comprised:

 

 ·             cash consideration of €4.13m (£3.49m) paid on completion. Additionally,
               €1.01m (£0.86m) in net debt was assumed and repaid at completion;
 ·             deferred cash consideration of €0.60m (undiscounted) payable and paid in
               September 2025; and
 ·             contingent consideration of up to €2.00m in cash and €2.00m in Netcall
               shares, payable upon achievement of specific performance targets within the
               three-year period following the completion date. As the arrangement requires
               on-going provision of services to the Group by a number of the previous
               shareholders of Parble then: the cash components will be recognised in the
               income statement as services are rendered, in line with the requirements of
               IAS 19 'Employee benefits'; and the share components will be recognised in the
               income statement based on the volume of shares that are ultimately expected to
               vest, in line with the requirements of IFRS 2 'Share based payments'.

 

The assets and liabilities recognised as a result of the acquisition are as
follows:

                                                 £000
 Intangible assets - proprietary software        1,985
 Intangible assets - customer relationships      279
 Property, plant and equipment                   3
 Other current assets                            24
 Trade receivables                               35
 Contract assets                                 40
 Cash and cash equivalents                       481
 Trade and other payables                        (333)
 Contract liabilities                            (168)
 Borrowings                                      (1,338)
 Deferred tax liabilities                        (161)
 Net identifiable assets acquired                847
 Goodwill                                        3,241
 Net assets acquired                             4,088

 

The goodwill recognised is attributable to the future economic benefits
expected to be obtained from the integration of Parble's digital process
automation solutions into the Liberty product and to the workforce.

 

Subsequent to the date of acquisition, Parble generated £1.18m of revenue and
profit after tax of £0.35m during the reporting period, which is included
within the Consolidated income statement. If the acquisition had occurred at
the beginning of the reporting period, Parble would have generated £1.49m of
revenue and a £0.26m loss after tax.

 

During the year, the post completion services expense recognised in relation
to contingent consideration required to be settled in cash was £0.14m. This
has been included within 'Post completion services' in the income statement.
The post completion services expense recognised in relation to contingent
consideration required to be settled in equity was £0.11m. This has been
included within 'Share based payments' in the income statement.

 

During the year, an expense of £0.01m has been recognised in relation to the
unwinding of discounting on contingent consideration payable in cash and an
expense of £0.01m in relation to the unwinding of discount on deferred
consideration. The deferred consideration balance is included within 'Other
liabilities'

 

The cash outflow as a result of the transaction is as follows:

                                                         £000
 Initial cash consideration                              3,489
 Less: cash acquired                                     (481)
 Add: debt assumed and repaid in full at completion      1,338
 Net cash outflow from investing activities              4,346

 

Acquisition payments

Total cash outflow relating to acquisition in the year was

                                                                                   £000
 Payments for acquisition of subsidiaries, net of cash acquired/ debt assumed      12,007
 Non-recurring transaction fees                                                    229
 Payment of pre-acquisition tax and other payables                                 266
 Total net cash outflow                                                            12,502

 

Other payables - acquisition-related liabilities

 

 £'000                                      30 June 2025  30 June 2024
 Opening balance                            483           -
 Acquisition of Skore                       -             317
 Acquisition of Govtech                     848           -
 Acquisition of Parble                      532           -
 Charged/ (credited) to profit or loss:
 - Post-completion services expense         819           156
 - Unwinding of discount                    69            10
 - Effect of exchange rate                  7             -
 Amounts paid during the year:
 - Payment for acquisition of subsidiaries  (200)         -
 Closing balance                            2,558         483

 

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