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REG - Northcoders Group - Final Results

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RNS Number : 2945C  Northcoders Group PLC  29 April 2026

29 April 2026

 

Northcoders Group PLC

('Northcoders', the 'Group' or the 'Company')

 

Final Results

 

Northcoders (AIM: CODE), a market leader in technology training and services
in the UK, announces its Final Results for the year ended 31 December 2025
('FY25' or the 'Period').

 

FY25 Financial Highlights

·    As anticipated, Group revenue decreased to £4.9 million (FY24:
£8.8 million) as a result of Northcoders' strategic reset in response to
structural changes in UK government skills funding

·   Adjusted EBITDA* of £(0.6) million (FY24: £1.0 million), reflecting a
short-term lag between restructuring actions and the full realisation of
associated cost savings as the Group resets its cost base

·    Robust cash balance of £1.6 million as at 31 December 2025 (FY24:
£1.2 million), ready to support the evolved business

·      Delivered approximately £2.1 million of annualised cost savings

·      Secured a new £1.5 million debt facility with NatWest on
improved terms, providing flexible capital

 

FY25 Operational Highlights

·    Significant progress within the Group's consultancy division,
Counter®, increasing revenue by 77% to £1.5 million (FY24: £0.8 million)
driven by repeat contracts, extensions to current engagements and new client
wins

•    The division continues to mature, winning private and public sector
contracts with frameworks, such as G-Cloud, strengthening routes to market
across both public and private sectors

·     Secured highly competitive government-funded B2C training
contracts, including with the Greater London Authority ('GLA') reflecting
Northcoders' reputation as one of the highest quality training providers

•     GLA further extended the Northcoders contract at the end of FY25

·     Achieved an 'Outstanding' Ofsted rating across all areas,
reinforcing Northcoders' position as a leading UK further education provider

·     Northcoders continued to evolve its training modules, successfully
launching a Data Engineering, AI and Machine Learning bootcamp, in response to
rapidly growing employer demand for AI capability

 

Current Trading and Outlook

·   Building on positive momentum in 2025 the Group has made a strong
start to FY26, with Counter® continuing to benefit from increasing levels of
repeat contracts and extensions to existing engagements, improving revenue
predictability

o  Approximately £1.5 million of Counter® revenue contracted, to be
recognised in 2026 with a further £1.0 million+ pipeline deals at final stage

·   The Group has over £4.0 million of pipeline deals at multiple stages
with actively engaged prospects, covering both current and new clients,
providing further confidence

·     In Q1, Counter has gained multiple ISO accreditations (ISO 9001,
14001, 27001), which, in parallel with the recently awarded places on
government frameworks gives the brand significant competitive advantage and
credibility, especially within the public sector, critical infrastructure and
financial services.

·     The B2C training bootcamps division continues to see strong demand
across both government-funded and privately funded pathways, particularly in
London, where application levels remain high,

·   Early delivery of the Group's Data Engineering, AI and Machine
Learning programmes has been encouraging, supporting diversification into
higher-value training aligned with employer demand.

 

*Adjusted EBITDA definition - see note 6

 

Commenting on the Final Results, Chris Hill, CEO of Northcoders, said: "I am
proud of Northcoders' swift and decisive response to the changes in UK
government funding for digital skills, and our efforts to fundamentally
reshape the business by focusing on B2B consultancy revenue whilst
significantly reducing the cost base, have positioned us strongly for the
future. These actions were taken with a clear focus on protecting long-term
shareholder value and positioning the Group for future growth."

 

"Our B2B division, Counter®, has continued to build momentum, supported by
repeat contracts, extensions and new client wins. Our B2C training bootcamps
division remains a critical engine for talent and demand generation,
particularly in key regions such as London. At the same time, we have aligned
our curriculum with the fastest-growing areas of employer demand, including
data, AI and cloud technologies."

 

"Whilst market conditions remain mixed in the near term, the long-term
requirement for technology skills and services is significant and we are
entering FY26 as a leaner, more focused and resilient business. With a
strengthened pipeline, improved visibility and a clearer strategic direction,
the Board remains confident in Northcoders' ability to deliver sustainable
growth and long-term value for shareholders."

 

Analyst meeting & Investor Meet Company Presentation

The Company will host a live presentation to discuss the results via Investor
Meet Company at 12:00pm today.

 

Investors can sign up to Investor Meet Company for free and add to meet
Northcoders Group plc via:
https://www.investormeetcompany.com/northcoders-group-plc/register-investor
(https://www.investormeetcompany.com/northcoders-group-plc/register-investor)

 

- Ends -

 

 For further enquiries:

Northcoders Group plc                          Via Burson Buchanan
 Chris Hill, CEO                                Tel: +44 (0) 20 7466 5000
                         investors.northcodersgroup.com (https://investors.northcodersgroup.com)

 Zeus (Nominated Adviser & Joint Broker)        Tel: +44 (0) 20 3829 5000
 Mike Coe / Darshan Patel (Investment Banking)

 Fraser Marshall (Sales)

 

AlbR Capital Limited (Joint Broker)  Tel: +44 (0) 20 7469 0930
 Martin Lampshire                     www.albrcapital.com (http://www.albrcapital.com)
 Lucy Williams

Duncan Vasey

 Burson Buchanan                      Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham                northcoders@buchanan.uk.com (mailto:northcoders@buchanan.uk.com)
 Steph Whitmore                       www.bursonbuchanan.com (http://www.bursonbuchanan.com/)

 Jesse McNab

 

 AlbR Capital Limited (Joint Broker)  Tel: +44 (0) 20 7469 0930
 Martin Lampshire                     www.albrcapital.com (http://www.albrcapital.com)
 Lucy Williams

Duncan Vasey

 Burson Buchanan                      Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham                northcoders@buchanan.uk.com (mailto:northcoders@buchanan.uk.com)
 Steph Whitmore                       www.bursonbuchanan.com (http://www.bursonbuchanan.com/)

 Jesse McNab

 

Notes to Editors

 

Founded in 2015, Northcoders is a market leading provider of technology
training and technology consultancy services for businesses and individuals
with courses in Software Engineering, Data Engineering, AI and Machine
Learning, and Platform Engineering. The Group's business model operates a
hybrid structure with flagship sites in Manchester and London supported by a
proven digital offering to support its students across the UK.

 

Powered by IP rich technology, Northcoders offers bootcamp courses to
individuals from a range of backgrounds, delivered through virtual and
physical learning.  The Group also works with blue chip corporates across
multiple sectors to help them to achieve their digital requirements, with
teams as a service and to supply innovative solutions for the upskilling and
reskilling of employees. With a keen focus of inclusivity, diversity and
quality at its core, Northcoders aims to address the digital skills gap in the
UK to meet the increasing demand for digital specialists at all levels, from
businesses and public agencies.

 

Northcoders was admitted to trading on AIM in July 2021 with the ticker
CODE.L, for additional information please visit
investors.northcodersgroup.com.

Chair's statement

 

Introduction

 

Despite the challenges in FY25 in the wider skills sector, I am proud of the
swift and decisive actions taken by Northcoders. Structural changes to the UK
Government's funding system through the Department for Education (DfE),
including a move towards regional funding, significantly reduced the number of
B2C funded learners across the market at a time when our B2B consultancy
business was still nascent. However, both the strong progress of the B2B
business and the B2C divisions' high profile mandate wins such as the Greater
London Authority (GLA) demonstrate the credibility and quality of Northcoders
reputation in the integral technology training market.

 

The Board prioritised the core of the business; we acted with discipline to
resize the cost base, maintain strong gross margins and preserve cash, while
ensuring the quality of our delivery remained high.

 

Our focus has been positioning the Group for sustainable long-term growth
whilst continuing to accelerate the success of Counter(®), our B2B challenger
consultancy brand.

 

Group revenue for FY25 was £4.9 million (FY24: £8.8 million) as a result of
a reduction in funded learners in our B2C division. Despite this reduction, we
maintained robust gross margins through careful direct cost control and a
deliberate shift away from volume-led delivery models adopted elsewhere in the
sector, gross margin decreased by 8% year-on-year, driven primarily by a shift
in sales mix and an increased contribution from Counter(®), which operates at
structurally lower margins. We have remained focused on quality, outcomes and
employer alignment rather than pursuing growth at any cost. As at 31 December
2025, the Group had a strong balance sheet with cash of £1.6 million and no
EBITDA or cash coverage covenants on its loan facilities.

 

This performance was delivered amid macroeconomic uncertainty, including
geopolitical tensions, elevated oil prices and persistent inflation. The Group
maintained tight cost control and operational discipline to manage cost
pressures and protect margins. The Board considers the balance sheet to be
robust and continues to apply prudent cash management in light of ongoing
market uncertainty.

 

Protecting quality and strengthening routes to market

 

While government-funded volumes reduced across the sector due to the changes
in funding system, the highly competitive B2C contract wins in Lancashire and
with the Greater London Authority were highlights of the year. These contracts
were achieved at expected seat prices and milestone allocations, reflecting
the strength of our delivery model and our reputation for high‑quality
outcomes.

 

Demand in London has been particularly encouraging, with application levels
significantly exceeding available seats, and a second grant has already been
awarded, providing improved visibility into H1 2026.

 

Alongside government‑funded delivery, we generated approximately £0.4
million in private B2C training revenue during the year.

 

This represents early but important progress in diversifying beyond reliance
on government-backed programmes. The initial response to our Next Gen Data and
AI training has been positive and aligns closely with employer demand for
advanced digital and AI capability.

 

Our mission remains clear; to create life‑changing opportunities through
high‑quality technology education and to help address the UK's digital
skills gap. Even in a constrained funding environment, we continue to see
strong underlying demand from individuals seeking careers in technology and
from employers requiring modern digital skills.

 

Growth in Counter(®) and diversification

 

A key highlight of FY25 was the continued momentum within Counter(®), our B2B
challenger consultancy brand. Counter(®) increased revenue by 77% to £1.5
million (FY24: £0.8 million), with total sales of approximately £2.5
million.

 

Around £1.0 million of contracted revenue has rolled into FY26, providing
valuable visibility, particularly for the first half of the year. Counter(®)
continues to strengthen its routes to market, including through the G-Cloud
framework and other established public‑sector procurement channels. This
positions the Group to support both public and private sector clients with
employer‑aligned digital delivery, consultancy and capability building. The
diversification of revenue through Counter® is central to our long-term
strategy. By increasing revenues in consultancy services and high-quality
training to fuel this pipeline, we are building a more resilient Group, with
less exposure to short-term policy shifts and funding cycles.

 

Operational discipline and restructuring

 

During the year, we implemented restructuring and efficiency initiatives
projected to deliver approximately £2.1 million in annualised savings. These
actions were taken swiftly to align the cost structure with current market
conditions, while retaining essential delivery capability and protecting the
student and client experience.

 

Our people

 

I would like to thank our employees for their professionalism, adaptability
and commitment throughout a demanding year. They have responded to significant
change with resilience and focus, maintaining high standards of delivery for
both learners and corporate clients. Their dedication has been instrumental in
preserving the Group's reputation and positioning us for the future.

 

Outlook and summary

 

FY26 has started well, and we have seen strong demand across both funded and
private pathways, particularly in London, where application volumes continue
to exceed available capacity. Counter(®) has maintained positive momentum,
with a healthy pipeline and continued conversion across both public and
private sector clients. Initial delivery of our expanded data and AI offering
has also been well received, reinforcing alignment with current employer
demand. While it remains early in the year, with a simplified cost base,
resilient gross margins, visible funding in key regions and a growing B2B
pipeline, the Board believes Northcoders is well placed to grow sustainably as
market conditions stabilise.

 

That said, external conditions in government‑funded skills programmes remain
uncertain in the short term. Therefore, we will continue to adopt a cautious
and disciplined approach, with a clear focus on cash management, margin
protection and delivery quality. The UK's increasing emphasis on technology
capability, particularly in AI and data, presents a significant long-term
opportunity.

 

The Board would like to thank our shareholders for their continued support
during a period of transition for both the Group and the wider sector. Their
backing has enabled us to take decisive action, protect the core business and
invest in areas of long-term growth. We remain committed to delivering
sustainable value as the business continues to evolve.

 

 

Angela Williams

Non-Executive Chair

28 April 2026

 

 

 

Chief Executive Officer's review

 

Introduction

 

FY25 was a year defined by structural change across the UK skills landscape,
yet it will be remembered for Northcoders' ability to respond to shifting
market conditions. The Labour Government's decision to move from a national
funding model to a fully regionalised structure, alongside revised allocation
mechanisms, materially reduced funded learner volumes across the sector.
Whilst Northcoders had already begun diversifying revenues, we accelerated
plans in response as well as reducing the cost base to align with the new
market conditions.

 

Our focus throughout the year has been clear: protect gross margin, preserve
cash, maintain delivery quality and accelerate diversification, particularly
through Counter(®), our B2B consultancy brand. While revenue fell
year-on-year, the business has proven resilient. We have resized the cost
base, strengthened the cash balance and positioned Northcoders to grow
sustainably as our B2B business builds, regional funding beds in and market
conditions stabilise.

 

Operational review

 

The confirmation that the DfE national Skills Bootcamp contract would not be
extended beyond its initial 18-month term marked a significant inflection
point and the shift to a regional funding model required rapid adaptation and
a more selective, commercially disciplined approach to publicly funded
delivery.

 

As a result, our approach to government funding has evolved and we will deploy
funded bootcamps only where they strategically support Counter(®) growth and
long-term commercial returns. For example, we believe the opportunity in
London is significant and we are focusing our efforts to further build
Northcoders' presence in the capital. This disciplined alignment between B2C
training and B2B consultancy strengthens our overall model, reduces reliance
on volume-based funding and is proving successful.

 

During the year, Northcoders also underwent its first full Ofsted inspection
and was awarded the highest possible rating of 'Outstanding' across all areas.
This places us among the top tier of UK further education providers.

 

The report recognised our ambitious, industry-informed curriculum and
exceptional learner support.

 

At a time of sector disruption, this external validation of quality is
particularly significant. Diversifying revenue and expanding into AI are core
priorities in FY25. A key step has been reducing dependency on
government-funded delivery by launching a new 14-week AI and Machine Learning
bootcamp, commencing in June 2025. Since its launch, we have graduated three
cohorts who have gone on to secure employment in the Data & AI field. The
curriculum integrates Data Engineering, Machine Learning, Cloud Technologies
and the engineering principles underpinning AI language models. Demand for AI
capability continues to grow rapidly across employers and this course
positions Northcoders firmly within one of the most strategically important
areas of UK technology skills development. Northcoders remains committed to
demand‑led, high‑calibre, industry-aligned training. We continue to
champion diversity within technology, ensuring access for individuals from
non-traditional backgrounds while maintaining strong employment outcomes.

 

Counter(®): momentum and market opportunity

 

Counter(®) has been a standout performer in FY25, with revenue up 77%
year‑on‑year.

 

We secured repeat and extended engagements with key clients. These repeat
contracts validate our differentiated model: deploying advanced engineers from
our alumni and Tech Returners networks into embedded consultancy teams, with
the option for clients to convert consultants into permanent hires. This model
delivers immediate capability alongside long-term talent solutions. As we
expand Counter(®) geographically, particularly into London, we are investing
in commercial leadership to support this next stage of growth. Our pricing
model allows us to compete with nearshore and offshore alternatives while
delivering higher‑quality, UK-based expertise.

 

The pipeline remains strong, with growing traction across public‑sector
frameworks, including G-Cloud. Approximately £1.0 million of contracted
Counter(®) revenue has rolled into FY26, improving near‑term visibility.

 

Financial review

 

Financial discipline and focus on retaining a strong balance sheet in parallel
with operational repositioning, ensuring the Group's financial foundations
remain resilient.

 

We agreed a £1.5 million facility with NatWest on materially improved terms,
refinancing the previous 11% APR growth loan with a facility priced at an
average of 3% above the Bank of England base rate. These facilities are
secured against the Group's internal IP and provide flexibility to scale as we
diversify revenue streams.

 

Despite reduced funding volumes, our online‑first delivery model continues
to focus on quality and scalability, with an emphasis on cost control.
Headcount has been carefully aligned with revenue, with future growth expected
to be weighted towards Counter(®) as consultancy momentum continues.

 

During the year, we implemented restructuring and efficiency initiatives
projected to deliver approximately £2.1 million in annualised savings
relative to FY24. These actions ensure the cost base is aligned with current
trading levels while retaining essential delivery capability. Revenue for the
year stood at £4.9 million, down from £8.8 million in 2024. Despite the drop
in revenue, the gross profit margin remained strong at 59%.

 

Adjusted EBITDA for the period was £(0.6) million and the loss before tax
reported was £(2.9) million, due to a write-down of internal assets no longer
retained following the change in the core business model. Basic EPS for the
year was (-.37.80) pence and adjusted EPS was (-15.89) pence.

 

Outlook

 

FY25 was a year of reset and repositioning. We have moved from a predominantly
volume-led, government-funded training model to a more balanced structure
built on:

 

·   Regional funding aligned to strategic priorities

·   Growing privately funded B2C revenue

·   A scaling B2B consultancy division

·   Gross margin discipline

·   A significantly reduced cost base

 

While near-term visibility in government‑funded skills programmes remains
subject to regional implementation timelines, we enter FY26 with improved
clarity, contracted Counter(®) revenue with an active pipeline, and a strong
balance sheet.

 

The UK's long-term need for software engineering, data capability, AI
expertise and secure digital infrastructure has not diminished. If anything,
it has intensified. Northcoders remains committed to delivering exceptional
training and employer‑aligned solutions across these critical disciplines.

 

FY25 required decisive leadership and difficult decisions. We acted swiftly
and deliberately. As a result, Northcoders is leaner, more diversified and
better positioned to build sustainable, profitable growth as market conditions
stabilise.

 

Chris Hill

Founder and Chief Executive Officer

28 April 2026

 

 

The Directors have used adjusted EBITDA as an Alternative Performance Measure
(APM) in the preparation of these financial statements. EBITDA represents
earnings before interest, tax, depreciation and amortisation. The adjusted
element removes non-recurring items which are not relevant to the underlying
performance and cash generation of the business; in 2025 this comprised of
share‑based payment expenses.

 

1)   This amount is not recognised on the balance sheet, as it relates to
contracted income that has not yet been received.

 GROUP STATEMENT OF COMPREHENSIVE INCOME

 FOR THE YEAR ENDED 31 DECEMBER 2025

                                                                                          2025                                              2024
                                              Notes                                       £                                                 £

 Revenue                                      4                                           4,949,641                                         8,819,083
 Cost of sales                                                                                      (2,026,348)                                       (2,916,871)

 Gross profit                                                                             2,923,293                                         5,902,212

 Other operating income                                                                   12,998                                            1,000
 Expenditure                                                                                        (3,541,735)                                       (4,922,462)

 Adjusted EBITDA                                                                                    (605,444)                               980,750

 Depreciation                                                                                       (131,670)                                         (131,838)
 Amortisation and non-exceptional impairment                                                        (370,173)                                         (265,716)
 Share-based payments                                                                               (54,958)                                          (138,446)

 Total administrative expenses                                                                      (4,098,536)                                       (5,458,462)

 Non-recurring items                          5                                                     (1,700,557)                             -

 Operating (loss)/profit                      7                                                     (2,862,802)                             444,750

 Investment revenues                                                                      33,422                                            29,957
 Finance costs                                                                                      (120,268)                                         (85,843)

 (Loss)/profit before taxation                                                                      (2,949,648)                             388,864

 Income tax expense                                                                                 (78,913)                                          (9)

 (Loss)/profit for the year                                                                         (3,028,561)                             388,855

 Other comprehensive income:

 Items that will not be reclassified to profit or loss
 Tax adjustment on share-based payments                                                             (15,606)                                          (32,746)

 Total items that will not be reclassified to profit or loss                                        (15,606)                                          (32,746)

 Total other comprehensive income for the year                                                      (15,606)                                          (32,746)

 Total comprehensive income for the year                                                            (3,044,167)                             356,109

 Loss for the financial year is all attributable to the owners of the parent
 company.

 Total comprehensive loss for the year is all attributable to the owners of the
 parent company.

 

 GROUP STATEMENT OF COMPROHENSIVE INCOME (CONTINUED)

 FOR THE YEAR ENDED 31 DECEMBER 2025
                                   2025                  2024
                         Notes     £                     £

 Earnings per share
 Basic (pence/share)                   (37.80)           4.85
 Diluted (pence/share)                 (37.80)           4.85
 Adjusted (pence/share)                (15.89)           6.58

 GROUP STATEMENT OF FINANCIAL POSITION

 AS AT 31 DECEMBER 2025
                                             2025                                2024
                                Notes        £                                   £

 Non-current assets
 Goodwill                                    1,310,086                           1,310,086
 Intangible assets                           252,260                             2,054,942
 Property, plant and equipment               30,263                              222,149
 Deferred tax asset                          -                                   127,807

                                             1,592,609                           3,714,984

 Current assets
 Contract assets                             151,426                             1,624,485
 Trade and other receivables                 726,964                             456,363
 Current tax recoverable                     4,900                               4,900
 Cash and cash equivalents                   1,624,401                           1,185,780

                                             2,507,691                           3,271,528

 Current liabilities
 Trade and other payables                    518,083                             978,219
 Contract liabilities                        56,463                              73,557
 Borrowings                                  397,551                             258,276
 Lease liabilities                           -                                   47,583

                                             972,097                             1,357,635

 Net current assets                          1,535,594                           1,913,893

 Non-current liabilities
 Borrowings                                  805,238                             216,859
 Lease liabilities                           -                                   99,844

                                             805,238                             316,703

 Net assets                                  2,322,965                           5,312,174

 Equity
 Called up share capital                     80,115                              80,115
 Share premium account                       4,801,444                           4,801,444
 Share option reserve                        334,235                             371,663
 Merger reserve                              500                                 500
 Other reserve                               946,774                             946,774
 Retained earnings                                    (3,840,103)                      (888,322)

 Total equity                                2,322,965                           5,312,174

 The notes on pages 8 to 41 form part of these group financial statements.

 The financial statements were approved by the board of directors and
 authorised for issue on 28 April 2026 and are signed on its behalf by:

 Mr CD Hill

 Director

 Company registration number 13378742 (England and Wales)

 GROUP STATEMENT OF CHANGES IN EQUITY

 FOR THE YEAR ENDED 31 DECEMBER 2025
                                                                        Share capital     Share premium account     Other reserves      Share option reserve       Merger reserve       Retained earnings       Total
                                                                        £                 £                         £                   £                          £                    £                       £

 Balance at 1 January 2024                                              80,115            4,801,444                 946,774             401,714                    500                          (1,412,928)           4,817,619

 Year ended 31 December 2024:
 Profit                                                                 -                 -                         -                   -                          -                    388,855                 388,855
 Other comprehensive income:
 Deferred tax on share-based payment transactions                       -                 -                         -                   -                          -                            (32,746)              (32,746)

 Total comprehensive income                                             -                 -                         -                   -                          -                    356,109                 356,109
 Transactions with owners:
 Share options expense                                                  -                 -                         -                   138,446                    -                    -                       138,446
 Cancellation of share options                                          -                 -                         -                            (168,497)                -             168,497                 -

 Balance at 31 December 2024                                            80,115            4,801,444                 946,774             371,663                    500                          (888,322)             5,312,174

 Year ended 31 December 2025:
 Profit                                                                 -                 -                         -                   -                          -                            (3,028,561)           (3,028,561)
 Other comprehensive income:
 Deferred tax on share-based payment transactions                       -                 -                         -                   -                          -                            (15,606)              (15,606)

 Total comprehensive income                                             -                 -                         -                   -                          -                            (3,044,167)           (3,044,167)
 Transactions with owners:
 Share options expense                                                  -                 -                         -                   54,958                     -                    -                       54,958
 Cancellation of share options                                          -                 -                         -                            (92,386)                 -             92,386                  -

 Balance at 31 December 2025                                            80,115            4,801,444                 946,774             334,235                    500                          (3,840,103)           2,322,965

 GROUP STATEMENT OF CASH FLOWS

 FOR THE YEAR ENDED 31 DECEMBER 2025
                                                                                                                            2025                                2024
                                                                                           £                                £                 £                 £

 (Loss)/profit for the year after tax                                                                                             (3,028,561)                   388,855

 Adjustments for:
 Taxation charged/(credited)                                                                                                78,913                              9
 Finance costs                                                                                                              120,268                             85,843
 Investment income                                                                                                                (33,422)                            (29,957)
 Loss on disposal of property, plant and equipment                                                                                (29,732)                            (246)
 Amortisation and impairment of intangible assets                                                                           1,887,439                           263,842
 Depreciation of property, plant and equipment                                                                              131,670                             131,838
 Equity settled share based payment expense                                                                                 54,958                              138,446
 Movement in provisions                                                                                                     -                                   -

                                                                                                                                  (818,467)                     978,630
 Movements in working capital:
 Decrease/(increase) in contract assets                                                                                     1,473,059                                 (226,467)
 (Increase)/decrease in trade and other receivables                                                                               (270,601)                     215,361
 Decrease in contract liabilities                                                                                                 (17,094)                            (132,943)
 (Decrease)/increase in trade and other payables                                                                                  (460,136)                     109,014

 Cash (absorbed by)/generated from operations                                                                                     (93,239)                      943,595

 Income taxes refunded                                                                                                      33,288                              32,383

 Net cash (outflow)/inflow from operating activities                                                                              (59,951)                      975,978

 Investing activities
 Purchase of intangible assets                                                                        (84,757)                                      (571,384)
 Purchase of property, plant and equipment                                                            (2,647)                                       (38,411)
 Proceeds from disposal of property, plant and equipment                                   9,252                                              1,656
 Payment of deferred consideration                                                         -                                                        (240,902)
 Interest received                                                                         33,422                                             29,957

 Net cash used in investing activities                                                                                            (44,730)                            (819,084)

 Financing activities
 Repayment of borrowings                                                                              (750,925)                                     (292,520)
 Proceeds from new bank loans                                                              1,466,400                                          -
 Payment of lease liabilities                                                                         (64,084)                                      (218,755)
 Interest paid                                                                                        (108,089)                                     (77,011)

 Net cash generated from/(used in) financing activities                                                                     543,302                                   (588,286)

 Net increase/(decrease) in cash and cash equivalents                                                                       438,621                                   (431,392)

 Cash and cash equivalents at beginning of year                                                                             1,185,780                           1,617,172

 Cash and cash equivalents at end of year                                                                                   1,624,401                           1,185,780

 

 

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE YEAR ENDED 31 DECEMBER 2025

 1                                General Information

                                  Company information
                                  Northcoders Group Plc is a public company limited by shares incorporated in
                                  England and Wales. The registered office is Cubo, No.1, Spinningfields,
                                  Manchester, United Kingdom, M3 3EB. The company's principal activities and
                                  nature of its operations are disclosed in the directors' report.

                                  The group consists of Northcoders Group Plc and all of its subsidiaries.

 1.1                              Basis of preparation
                                  The final results for the year ended 31 December 2025 have been prepared in
                                  accordance with the accounting policies set out in the annual report and the
                                  accounts for the year ended 31 December 2024.

                                  The Group Financial Statements have been prepared in accordance with the
                                  International Financial Reporting Standards ('IFRS') as adopted by the United
                                  Kingdom, IFRS IC interpretations and the Companies Act 2006 applicable to
                                  companies reporting under IFRSs and the AIM Rules for Companies. The Group
                                  Financial Statements have been prepared under the historical cost convention.

                                  While the financial information included in this final announcement has been
                                  computed in accordance with IFRS, this announcement does not itself contain
                                  sufficient information to comply with IFRS.  The accounting policies used in
                                  preparation of this final announcement have remained unchanged from those set
                                  out in the Group's 2024 statutory financial statements other than those
                                  described below.  They are also consistent with those in the Group's
                                  statutory financial statements for the year ended 31 December 2025 which have
                                  yet to be published.  The final results for the year ended 31 December 2025
                                  were approved by the Board of Directors on 28 April 2026.

                                  The financial information set out in this final announcement does not
                                  constitute the Group's statutory financial statements for the year ended 31
                                  December 2025 but is derived from those financial statements which were
                                  approved by the Board of Directors on 28 April 2026. The Auditors have
                                  reported on the Group's statutory financial statements and their report was
                                  unqualified and (ii) did not contain a statement under section 498(2) or
                                  498(3) Companies Act 2006.  The statutory financial statements for the year
                                  ended 31 December 2025 have not yet been delivered to the Registrar of
                                  Companies and will be delivered following the Company's Annual General
                                  Meeting.

                                  The comparative figures are derived from the Group's statutory financial
                                  statements for the year ended 31 December 2024 which carried an unqualified
                                  audit report, did not contain a statement under section 498(2) or 498(3)
                                  Companies Act 2006 and have been filed with the Registrar of Companies.

 2   Adoption of new and revised standards and changes in accounting policies

     In the current year, the following new and revised standards and
     interpretations have been adopted by the Group:

     ·         Supplier Finance Arrangements (Amendments to IAS7 and
     IFRS7);

     ·      Non-current Liabilities with Covenants (Amendments to IAS1) and
     Classification of Liabilities as Current or Non-current (Amendments to IAS1);

     ·         Lease Liability in a Sale and Leaseback (Amendments to
     IFRS16);

     ·         Lack of Exchangeability (Amendments to IAS1).

     The adoption of these standards has not had any effect on the reported
     financial position or results of the Group.

 2  Adoption of new and revised standards and changes in accounting policies         (Continued)

    Standards which are in issue but not yet effective

    At the date of authorisation of these financial statements, the Group has not
    applied the following new and revised standards that have been issued but are
    not effective yet:

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

    ·       Annual Improvements to IFRS Standards (Amendments to IFRS 1, IFRS
    7, IFRS 9, IFRS 10 and IAS 7) effective 1 January 2026;

    ·         Contracts Referencing Nature-Dependent Electricity
    (Amendments to IFRS 7 and IFRS 9) effective 1 January 2026;

    ·          IFRS18 'Presentation and Disclosure in Financial
    Statements' effective 1 January 2027; and

    ·          IFRS19 'Subsidiaries without Public Accountability:
    Disclosures' effective 1 January 2027.

    The Group is not expecting to change its reported profits or net asset
    position as a result of these disclosures, although it is expected to change
    the presentation of these results as a consequence of the disclosure
    requirements of IFRS 18.

 3                                         Critical accounting estimates and judgements

                                           In the application of the company's accounting policies, the directors are
                                           required to make judgements, estimates and assumptions about the carrying
                                           amount of assets and liabilities that are not readily apparent from other
                                           sources. The estimates and associated assumptions are based on historical
                                           experience and other factors that are considered to be relevant. Actual
                                           results may differ from these estimates.

                                           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 affects only that period, or in the
                                           period of the revision and future periods if the revision affects both current
                                           and future periods.

                                           The estimates and assumptions which have a significant risk of causing a
                                           material adjustment to the carrying amount of assets and liabilities are
                                           outlined below.

                                           Critical judgements
                                           Capitalisation of development costs
                                           The Group recognises as intangible fixed assets development costs that are
                                           considered to meet the relevant capitalisation criteria. The measurement of
                                           such costs and assessment of their eligibility in line with the appropriate
                                           capitalisation criteria requires judgement and estimation around the time
                                           spent by eligible staff on development, expectations around the ability to
                                           generate future economic benefit in excess of cost and the point at which
                                           technical feasibility is established.

 3  Critical accounting estimates and judgements  (Continued)

    Useful lives and impairment of non-current assets
    Depreciation is provided so as to write down the assets to their residual
    values over their estimated useful lives as set out in the Group's accounting
    policy. The selection of these estimated lives requires the exercise of
    management judgement. Useful lives are regularly reviewed and should
    management's assessment of useful lives shorten/increase then depreciation
    charges in the financial statements would increase/decrease and carrying
    amounts of tangible assets would change accordingly.

    The Group also assesses the useful life of intangible development assets based
    on experience of past use of those assets, and likely renewal periods to
    maintain and replace and renew aspects such as coding. Based on this the
    useful life is 10 years, which reflects management's expectation of
    consumption of the assets.

    The Group is required to consider, on an annual basis, whether indications of
    impairment relating to such assets exist and, if so, perform an impairment
    test. The recoverable amount is determined based on the higher of value-in-use
    calculations or fair value less costs to sell. The use of value-in-use method
    requires the estimation of future cash flows and the choice of a discount rate
    in order to calculate the present value of the cash flows. Details of the
    inputs to this are provided in note 16.

    The Company considers its investment in subsidiaries, and exposure to credit
    loss from intercompany receivables, on a similar basis. The expected cashflows
    from these subsidiaries forms a key judgement and estimate for the Company's
    total assets.

    Deferred tax
    The Group makes provision for anticipated tax consequences based on the
    likelihood of whether additional taxes may arise. The Group recognises
    deferred tax assets to the extent to which it expects to be able to utilise
    the balances against future taxable profits.

    Key sources of estimation uncertainty
    Share-based payments
    The determination of the fair values of EMI options and warrants has been made
    by reference to the Black-Scholes model; the input with the greatest amount of
    estimation being the volatility of the Company's share price which has been
    derived via benchmarking against similar companies in the industry. Other key
    inputs are set out in note 31.

    Expected credit losses
    The amount recognised as a provision is the best estimate of the expected
    credit loss that the Group is projected to incur on receivables, including
    intercompany balances. Each year end the Directors assess the risks and
    uncertainties surrounding receivable balances and use expected loss rates
    based on the historical credit losses experienced by the Group. Further
    details on the assumptions made are disclosed in note 21.

    Revenue provision
    An estimate of variable consideration is recognised against regional
    contracts, local contracts, and DFE income due to the performance based nature
    of the contract. The measurement of the consideration requires judgment and
    estimation around the expectation of what percentage of students who finish
    the DFE course go into a relevant job within the timescales of the contract.
    Job outcomes are regularly reviewed by management and the consideration is
    flexed as necessary. At the end of 2025, all expectations of revenue have been
    reversed on the basis that the contract was coming to an end and hence the
    actual revenue has been recognised.

 4  Revenue and segmental analysis

    IFRS 8 'Operating Segments' requires operating segments to be identified on
    the basis of internal reports of the Group that are regularly reviewed by the
    Group's chief operating decision maker. The chief operating decision maker of
    the Group is considered to be the Board of Directors.

    The results of the Group are allocated to the single operating segments
    consistent with the requirements of IFRS 8. All assets, liabilities and
    revenues are located in, or derived from, the United Kingdom.

                                   2025                                      2024
                                   £                                         £
    Revenue                        4,949,641                                 8,819,083
    Cost of sales                                (2,026,348)                               (2,916,871)

    Gross profit                   2,923,293                                 5,902,212
    Operating costs                              (4,098,536)                               (5,458,462)
    Other operating income         12,998                                    1,000
    Non-recurring costs                          (1,700,557)                               -

    Operating profit                             (2,862,802)                               444,750
    Net finance costs                            (86,846)                                  (55,886)

    Profit/(loss) before taxation                (2,949,648)                               388,864

                                   2025                                      2024
                                   £                                         £
    Revenue analysed by geographical market
    United Kingdom                 4,949,641                                 8,819,083

                                   2025                                      2024
                                   £                                         £
    Revenue analysed by class of business
    Consumer                       3,460,661                                 7,686,220
    Corporate                      1,488,980                                 840,126

    Also included within revenue are StepEx sales of £93,493 (2024: £177,361).
    StepEx sales are governed by a formal credit agreement facilitated by a third
    party. The revenues are not discounted as the amount receivable represents
    variable consideration, which is recognised on a portfolio basis using the
    expectation of a typical amount received per person.

    Revenue from customers who individually accounted for more than 10% of total
    Group revenue amounted to £3,966,396 (2024: £7,259,267) from three
    customers (2024: one customer).

    All revenue is recognised over time as the services are delivered. All revenue
    has fixed consideration except for the StepEx sales disclosed above.

 4  Revenue and segmental analysis                                                                                                                                  (Continued)

    Contract assets
                                                                                                                                2025                                                  2024
                                                                                                                                £                                                     £
    At 1 January                                                                                                                1,624,485                                             1,398,018
    Transfers from contract asset to trade receivables                                                                                   (1,624,485)                                           (1,293,905)
    Non-recurring item: irrecoverable amounts written off                                                                       -                                                              (104,113)
    Excess of revenue recognised over cash (or rights to cash) being recognised                                                 151,426                                               1,624,485
    during the year

    At 31 December                                                                                                              151,426                                               1,624,485

    Contract liabilities
                                                                                                                                2025                                                  2024
                                                                                                                                £                                                     £
    At 1 January                                                                                                                73,557                                                206,500
    Amounts recognised as revenue                                                                                                        (73,557)                                              (206,500)
    Amounts received in advance of performance                                                                                  56,463                                                73,557

                                                                                                                                56,463                                                73,557
    At 31 December

    Contract assets and contract liabilities are both shown on the face of the
    statement of financial position. They arise from the Group's contracts because
    cumulative payments received from customers at each balance sheet date do not
    necessarily equal the amount of revenue recognised on the contracts.

 5  Non-recurring items
                                                                                                            2025                                                             2024
                                                                                                            £                                                                £
    Expenditure
    Business restructuring costs                                                                            143,291                                                          -
    Impairment losses                                                                                       1,517,266                                                        -
    Dilapidations expense not previously provided for                                                       40,000                                                           -

                                                                                                            1,700,557                                                        -

    Business restructuring costs

    Non-recurring restructuring costs in the form of redundancy and severance
    payments were incurred by the Group as part of its shift of focus from
    technology training courses to consultancy services.

    Impairment losses

    Details of these are provided in note 15 of the Report and Accounts.

    Dilapidations expense

    This represents amounts incurred in excess of previous estimates on exit of
    the Leeds office lease in November 2025, where in previous years there had
    been no expectation of such a cost being incurred. The amounts were agreed and
    settled subsequent to the year end.

 6  Adjusted EBITDA

    The Directors have used an Alternative Performance Measure (APM) in the
    preparation of these financial statements. The consolidation income statement
    has presented adjusted EBITDA, where EBITDA represents earnings before
    interest, tax, depreciation and amortisation. The adjusted element removes
    non-recurring items which are not relevant to the underlying performance and
    cash generation of the business. Non-recurring items are disclosed and
    explained in note 5.

    The Directors have presented this APM because they feel it most suitably
    represents the underlying performance and cash generation of the business, and
    allows comparability between the current and comparative period in light of
    the rapid changes in the business (most notably its admission to AIM and
    associated costs), and will allow an ongoing trend analysis of this
    performance based on current plans for the business.

 7             Operating profit/(loss)
                                                                                               2025                                2024
               Operating (loss)/profit for the year is stated after charging/(crediting):      £                                   £

               Exchange losses                                                                 1,267                               1,851
               Depreciation of property, plant and equipment                                   131,670                             131,838
               Profit on disposal of property, plant and equipment                                         (29,732)                            (246)
               Amortisation of intangible assets (included within administrative expenses)     301,545                             263,842
               Impairment of intangible assets (included within administrative expenses)       1,517,266                           -
               Share-based payments                                                            54,958                              138,446

 8             Auditor's remuneration
                                                                                               2025                                2024
               Fees payable to the company's auditor:                                          £                                   £

               For audit services
               Audit of the financial statements of the group and company                      65,000                              60,000
               Audit of the financial statements of the company's subsidiaries                 50,500                              47,500

                                                                                               115,500                             107,500

 9             Employees

               The average monthly number of persons (including directors) employed by the
               group during the year was:

                                                                                               2025                                2024
                                                                                               Number                              Number

               Executive Directors                                                             3                                   3
               Non-Executive Directors                                                         2                                   2
               Administration and operations                                                   32                                  55
               Client service delivery                                                         42                                  69

               Total                                                                           79                                  129

 9   Employees                                                                                             (Continued)

     Their aggregate remuneration comprised:
                                                                                         2025                       2024
                                                                                         £                          £

     Wages and salaries                                                                  3,526,737                  5,184,932
     Social security costs                                                               424,780                    518,987
     Pension costs                                                                       175,146                    245,703

                                                                                         4,126,663                  5,949,622

     In addition to the above, further employee costs have been incurred as part of
     the development costs, as disclosed in note 16 of the Report and Accounts. The
     total employment costs which have been capitalised as development are £63,771
     (2024: £546,403).

     Employee costs relating to redundancy costs have been incurred as part of
     business restructuring. The total redundancy costs were £143,291 (2024:
     £23,819).

 10  Directors' remuneration
                                                                                         2025                       2024
                                                                                         £                          £

     Remuneration for qualifying services                                                544,867                    539,268
     Amounts receivable under long term incentive schemes                                26,398                     43,339
     Company pension contributions to defined contribution schemes                       68,400                     35,705

                                                                                         639,665                    618,312

     Remuneration disclosed above includes the following amounts paid to the
     highest paid director:

                                                                                         2025                       2024
                                                                                         £                          £

     Remuneration for qualifying services                                                171,709                    183,313
     Company pension contributions to defined contribution schemes                       46,000                     11,169

     During the year the directors received remuneration as follows:
                       Salary                Share options*        Benefits in kind      Pension                    Total
                       £                     £                     £                     £                          £
     Mr A Batra        130,000               -                     3,074                 10,400                     143,474
     Mr C D Hill       170,000               -                     1,709                 46,000                     217,709
     Ms C Prior        149,417               26,398                667                   12,000                     188,482
     Mr A N Parker     35,000                -                     -                     -                          35,000
     Mrs A M Williams  55,000                -                     -                     -                          55,000

                       539,417               26,398                5,450                 68,400                     639,665

 10  Directors' remuneration                                                                   (Continued)

     During the previous year the directors received remuneration as follows:
                       Salary              Share options*      Benefits in kind      Pension             Total
                       £                   £                   £                     £                   £
     Mr A Batra        130,000             -                   1,782                 10,400              142,182
     Mr C D Hill       176,667             -                   845                   14,133              191,645
     Ms C Prior        139,615             43,339              359                   11,169              194,482
     Mr A N Parker     35,000              -                   -                     -                   35,000
     Mrs A M Williams  55,000              -                   -                     -                   55,000

                       536,282             43,339              2,986                 35,702              618,309

     * Share options represent the fair value of the scheme award as determined and
     expensed under IFRS 2.

     The Directors of the Group control 28.70% (2024: 28.68%) of the voting shares
     of the Group, and hold 175,000 (2024: 175,000) share options. No Directors
     exercised share options during the current or comparative year.

 

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