REG - Software Circle PLC - Final Results for the year ended 31 March 2025
23/07/2025 07:00
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RNS Number : 1370S Software Circle PLC 23 July 2025
Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
UK Market Abuse Regulation. With the publication of this announcement, this
information is now considered to be in the public domain.
23 July 2025
Software Circle plc
("Software Circle", "the Company" or "the Group")
Preliminary Results for the year ended 31 March 2025
Software Circle plc (AIM: SFT) announces its full year audited results for the
year ended 31 March 2025.
Financial highlights
2025 2024
Revenue £18.3m £16.2m
Operating EBITDA (oEBITDA)* £4.8m £2.8m
Adjusted EBITDA (aEBITDA)* £3.2m £1.7m
Total comprehensive loss £(0.4)m £(2.4)m
Operating cash flow per share (OCFPS)* 0.5p 0.6p
Cash generated from operating activities £2.9m £2.3m
Cash and cash equivalents £8.6m £15.4m
Earnings Per Share (EPS) (0.1)p (0.9)p
Net debt / (cash) £2.2m £(6.9)m
*Alternative performance measures defined in note 9
● Combined organic revenue growth in acquired companies of 5%
● £3.7m of revenue growth added through acquisition
● Organic growth in oEBITDA of 22%
● Increased Recurring Revenues from 57% to 70% of total revenue
● Annualised Revenue Run Rate of ~£20m
● Increased aEBITDA margin from 10% to 17%
Strategic and Operational highlights
● £6.7m settlement of Bond Facility, unlocking future funding
opportunities
● £16.7m Debt facility secured to extend deployable capital
● Acquisitions of Be The Brand Experience Ltd, Link Maker Systems
Ltd and Total Drive Ltd
● Completion of sale of the printing.com domain
● Our first ever Software Circle Summit - delivered in March 2025
For further information:
Software Circle plc
Gavin Cockerill (CEO) via investors@softwarecircle.com
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Joscelin Pinnington (Sales and Corporate Broking)
Notes to editors:
Software Circle plc (AIM: SFT) has a mission: to be a leading serial acquirer
and operator of Vertical Market Software businesses in the UK and Ireland - a
permanent home for software leaders, teams, and customers. These are
mission-critical systems, deeply embedded in the day-to-day workflows of
users.
We help founders find the right exit strategy, acquiring businesses at
appropriate valuations, supporting their organic growth over time, and
reinvesting the free cash flow they generate into further value-accretive
opportunities. We are building a group that gives shareholders diversified
exposure to these software businesses, with discipline, alignment, and
operational know-how.
Software Circle continues operations in an independent, decentralised way, and
maintains the entrepreneurial spirit and culture that exists in the businesses
acquired, enabling organic growth to be driven. Our goal is to create an
environment where motivated teams can do their best work for the benefit of
the most important stakeholder: the end customer.
Chair's Statement
This is my first statement as Chair, and I'm proud to help shape a company
with the potential to become a powerful long-term compounder.
The Company has completed a fundamental transformation-and done so with
remarkable smoothness. That's rare. It has evolved from a capital-intensive
print operation into a focused, decentralised group of vertical market
software businesses. This shift has not only reshaped our revenue profile and
operating model but also positioned Software Circle as a long-term,
value-driven acquirer.
Credit goes first to Gavin Cockerill, Iain Brown and Richard Lightfoot.
Recognising the shifting dynamics of the printing industry, they took
inspiration from Buffett's advice-they chose to change the boat rather than
spend energy patching a chronically leaking one. With Roman Rothenberg joining
and now leading our M&A, the current executive team took shape. Under Jan
Mohr's leadership, the Board also played a key role - providing stability and
guiding the transformation in its infancy with clear direction.
My involvement with the Company began simply as a curious and engaged
shareholder. As an investor, I was familiar with successful serial acquisition
models across many sectors. We've used this knowledge to help shape our
thinking and our process during our transformation. Since those early days,
and after joining the Board in September 2022, we have achieved a significant
amount in a relatively short period of time. In September 2024, the Board
asked me to take over the Chair role from Jan Mohr.
Now, I take on this responsibility at a time when the foundation is in place,
and the strategy is clear.
Let me give you a high-level view of our strategic direction:
Our mission is to be a leading serial acquirer and operator of vertical market
software (VMS) businesses - a permanent home for software leaders, teams, and
customers. Achieving our mission relies on two pillars: disciplined M&A
and operational excellence. We aim to deploy capital thoughtfully, acquiring
businesses that fit our quality requirements and exceed our return thresholds.
Equally important is what happens after the acquisition: our focus on driving
organic growth through a decentralised organisation, where leaders remain
close to their businesses and retain the freedom and accountability. At the
same time, we support them with operational tools and methods, and a network
of peers who share best practices. Our goal is to create an environment where
motivated teams can do their best work for the benefit of the most important
stakeholder: the end customer.
The clearest proof that we deserve to be in business-and that we're creating
value-is our ability to consistently earn returns above our cost of capital.
More specifically, Operating Cash Flow Per Share shows how much of that value
is true earnings power-and how effectively we are compounding it over time.
That's why we view this metric as the ultimate benchmark by which we hold
ourselves accountable, and as the foundation of long-term shareholder value
creation.
I've observed that successful companies are built on two essential qualities:
clarity and alignment. Clarity means we all understand what we're trying to
achieve, how we'll get there, and the values that guide us. Alignment means
there's no ambiguity-everyone is on the same page and moving in the same
direction. But to build a truly strong culture-one that encourages
constructive challenge-there's one more essential ingredient: trust. Trust
creates the space to be honest and open, to speak up without hiding behind
popular opinion or consensus. As Chair, my goal is to help shape such a
culture within our Board.
The Board's Role
Following recent governance changes, we have a Board with deep expertise in
software operations, finance, and capital allocation. In September 2024, we
were pleased to welcome Marc Maurer-with experience at Constellation Software
and, more recently, at Chapter's Group AG-and Brad Ormsby, who has served as
CFO of Judges Scientific plc for over a decade. Both bring invaluable insight
from their time at serial acquirers that achieved 100-bagger status,
compounding shareholder value over many years. These are exceptional companies
we greatly admire and I'm glad to have Marc and Brad on our Board.
For our M&A engine, the Board has set clear guardrails to ensure every
potential acquisition meets strict criteria. Each transaction is reviewed by
the Investment Committee, which consists of Marc and myself. Any opportunity
outside these parameters requires formal approval from the full Board. Roman
Rothenberg and the M&A team have done an outstanding job, completing three
acquisitions in the year ended 31 March 2025 ("FY25").
The Board carefully oversees capital allocation, guided by what maximises
long-term value per share. We ensure that the company selects the right mix of
internal cash flows, equity, and debt, and that capital is deployed into
acquisitions that meet clearly defined standards. Importantly, we remain
vigilant against the temptation to pursue growth for its own sake. We
prioritise quality over quantity, knowing that true value for shareholders
lies in sustainable, per-share growth-not just deal volume.
To support that discipline, the Board has designed a remuneration structure
that encourages dealmaking only when the price and quality is right (see the
Remuneration report for details). Going forward the Remuneration Committee
will monitor and review whether our compensation plan works as intended.
For our organic growth engine, first defining the right metrics to assess the
operational health of our companies was paramount. How do we measure the
success of what we're doing? What does "good" look like? (See the Key
Financial Performance Indicators and the CFO's Report) The Board also provides
strategic support to drive systematic improvement-whether through expansion,
volume growth, or cost reduction. Looking ahead, we must continue to develop
the methods, practices, and the right culture that enable our managers to
apply these principles systematically. (You can read more about this in the
CEO's Report, including insights from our first Software Circle Summit).
So, how has last year been?
During the last financial year, our total revenues grew 13% to £18.3m (2024:
£16.2m). Operating EBITDA increased to £4.8m (2024: £2.8m), representing a
growth rate of 71%. This growth can be attributed to acquisitions (£1.3m) and
organic growth (£0.7m), demonstrating that both of our growth engines are
performing well. The current level of Operating EBITDA has been created by
deploying the total capital invested since we began our acquisition strategy,
which now stands at £24.7m (2024: £15.5m). This results in an operating
Return on Capital Deployed (oROCD) of 24% (2024: 21%). While this figure
excludes central costs, it serves as a useful indicator of operational
efficiency and capital allocation discipline.
As we scale, the all-in ROCD - including central costs - along with our
ultimate yardstick, operating cash flow per share, will provide a more
comprehensive and meaningful view of our performance. During the last
financial year, we have deployed £9.2m in M&A, and we expect this
investment to further increase returns in the year ahead.
We ended the financial year with cash of £8.6m (2024: £15.4m) and net debt
of £2.2m (2024: net cash of £6.9m). In addition, we secured an extra debt
facility, giving us greater flexibility and more dry powder to pursue future
acquisitions. You'll find more detail on the Group's underlying revenues and
profits in the CEO's Report and CFO's Report.
I want to express heartfelt thanks to our teams across the Group-their hard
work, commitment, and belief in what we're building has been instrumental in
driving our progress.
Lastly, I want to thank our shareholders. Many of you are familiar with the
serial acquisition model. We're fortunate to have your full alignment with our
long-term vision. Your capital has made this journey possible-and we continue
to benefit from your thoughtful questions and valuable insights.
I look forward to seeing many of you at our AGM in September in Manchester.
Matthias Riechert
Chair
Chief Executive's Statement
Dear Shareholders
It has, once again, been a year of meaningful progress for the Group. We
continue to execute our disciplined and long-term strategy: to acquire
Vertical Market Software ("VMS") businesses that meet our criteria at
appropriate valuations. Supporting their organic growth over time, and
reinvesting the free cash flow they generate into further value-accretive
opportunities. We've delivered strong financial performance and have started
implementing what is required for continued growth in future years.
The road to now
Last year, we outlined the clear roadmap we've been working toward-what we
call our strategic gates-to track our transformation from legacy operations to
a high-performing group of Vertical Market Software ("VMS") companies.
● Gate 1 (FY22):
Pivot the business by exiting print manufacturing, defining our guardrails,
and assembling the right team.
● Gate 2 (FY23):
Build a disciplined acquisition engine, completing four acquisitions funded
through a bond raise.
● Gate 3 (FY24):
Prove our model by delivering organic growth and achieving 10% aEBITDA, while
raising equity to scale.
● Gate 4 (FY25+):
Deploy that equity to reach ~£25m revenue run-rate, exceed 15% aEBITDA
margin, and unlock access to debt facilities to fund future growth.
At each stage, we've focused on compounding cash returns, not just completing
transactions. Today, with nine operating units, ~£20m annualised revenue,
employing 160 talented people across five operating segments, 17% aEBITDA
margin, and a scalable debt facility in place, we've passed through Gate 3 and
have Gate 4 unlocked and firmly in our sights.
During the year, we welcomed three new acquisitions, deploying £8.7m of the
capital raised through equity in September 2023, plus £0.5m in acquisition
costs. We would like to extend a heartfelt welcome to all of our recently
acquired teams and our sincere thanks to all our team members for their
continued dedication, hard work, and engagement over the past year. Their
commitment has been instrumental in helping the Group make meaningful progress
once again, and we're proud of what we've achieved together so far.
Initially, our strategy was funded through a bond facility established in
2020.
In September 2023, having proven our ability to acquire and grow our first
four VMS businesses, we raised £23.1m of new equity, an important step
providing a strong foundation to continue the execution of our strategy during
its infancy. We have since begun deploying this capital into a carefully
selected pipeline of opportunities, acquiring businesses at disciplined entry
multiples to secure attractive initial cash yields and Return on Capital
Deployed ("ROCD").
Driving Organic Growth and Compounding Cash Returns
Post-acquisition, we focus on driving organic growth, margin expansion, and
operational excellence within each of our business units. Two key measures of
profitability for the Group are: Operating EBITDA ("oEBITDA"), a measure of
the cash generative profitability of our portfolio and Adjusted EBITDA
("aEBITDA"), a measure of how efficiently the Group manages that portfolio to
generate free cash flow that we can redeploy. As these measures grow, so does
free cash flow - which we then deploy into the next opportunity, creating a
flywheel of compounding returns. Each successful acquisition adds permanently
to the Group's cash-generating base, reinforcing the strength and resilience
of our growing, diverse portfolio.
A core pillar of our approach is our relentless focus on growing Operating
Cash Flow Per Share ("OCFPS"). Of course, there are a number of day-to-day
measures, many we discuss later, that we focus on delivering that ultimately
impact OCFPS. We believe this to be the single most important lag measure of
long-term shareholder value creation. While accounting earnings can be
influenced by non-cash items or acquisition timing, OCFPS reflects what truly
matters, the cash available to reinvest or reduce debt - on a per-share basis.
It gives us a clear and consistent lens through which to assess performance,
guide capital allocation, and ensure we are compounding value for our
shareholders year after year.
We believe our approach rewards patience and operational focus. It allows us
to build long-term partnerships with management teams, make investment
decisions without artificial timelines, and allocate capital with discipline
and purpose. Over time, consistent growth in OCFPS translates into growing
intrinsic value per share - and ultimately, long-term shareholder returns.
This is not a strategy that chases short-term gains. It is built to endure. In
a world of increasing complexity and volatility, we believe this long-term,
cash-focused approach offers the right combination of resilience,
predictability, and value creation.
To accelerate the compounding effect of this strategy, we entered into loan
facilities of up to £16.7m in November 2024. This enabled the full repayment
of the bond facility that started our journey and provided a £10.0m committed
acquisition facility, unlocking the Group's ability to fund M&A in the
future. We will selectively use this financial leverage to increase our
deployable capital - enabling us to execute on more opportunities without
unnecessarily diluting shareholders. We do this conservatively, maintaining a
group-wide leverage ratio below 3x aEBITDA. This strikes the right balance
between enhancing returns and preserving financial resilience.
Why founders choose Software Circle
As a group, we've built software our entire life. Software is in our DNA. That
DNA is rooted in the hard-earned lessons of building, scaling and
transitioning our business over the last two decades. Alongside this is a
background in franchising, which means developing operational playbooks and
scalable business systems has always been part of our modus operandi. A unique
blend that gives us perspective on what it takes to grow a collective of
independently run operating units, in a sustainable way.
We understand the opportunities and challenges faced by founders because we
have walked in their shoes. We understand firsthand the blood, sweat and tears
that go into building a software business.
Through that experience, we bring empathy, operational experience, and a
balanced decentralised approach to ownership-supporting growth without
disrupting what makes each business special, which is why founders choose us.
As a permanent owner we also do not rely on exits to crystallise returns - we
are builders and stewards, not sellers. That distinction shapes everything we
do and every decision we make. For founders, knowing that our view is long
term and that their customers and teams have a stable and permanent home is
often a key determining factor in choosing us as a new permanent owner. All of
which translates into three key pillars:
No Drama: We operate with simplicity, clarity and pace. Executing deals
without unnecessary fuss or drama. We bring certainty to the process and
flexibility to the outcome. Whether a founder wants to fully exit, remain
actively involved, or take on a transitional consultative role, we adapt to
the situation and respect what makes each business work.
No Meddling: Our model is decentralised by design. We believe those closest to
the customer should make the day-to-day decisions. Our job is not to
interfere, but to empower. We provide capital, support, and a long-term
perspective-allowing each business to retain its identity and build upon its
momentum.
No Bullsh*t: We're open and transparent in everything we do, from the way we
arrive at our valuations, drive the acquisition process and operate our
businesses.
Building a culture of collaboration
The previous financial year has marked our first full year operating as
Software Circle plc. A newly assembled Board and a change in identity that
signifies the direction of and clarity in our Group strategy.
The 'new suit' fits rather well.
This year also saw our first ever Software Circle plc Summit. It was an
opportunity for our business leaders not just to step back from the
day-to-day, but to step closer to one another. For many, it was the first time
meeting in person, despite having collaborated virtually. Ultimately, we hold
events like these to learn from each other, build relationships and give our
teams the belief and know-how to achieve their breakthrough objectives for the
year.
While each business operates in a different vertical, with its own systems,
customers and nuance, a palpable shared DNA was evident. Common challenges
were voiced-scaling teams, evolving systems, navigating customer demands-and
more importantly, shared solutions were offered. Best practices flowed freely,
experiences were openly exchanged, and a real sense of mutual respect and
camaraderie emerged.
It was great fun with smart, talented and thoroughly decent people from across
the Group. 'SFT Top Trumps' also made its debut appearance, crowning its first
champion!
Autonomy is core to our model but autonomy must be underpinned by a strong
cultural foundation-one that values openness, collaboration and a shared
ambition to grow sustainably and intelligently. The Summit was a timely
reminder that culture doesn't need to be uniform to be aligned. It reaffirmed
our belief that while we may operate independently, we can and must, thrive
collectively.
Meaningful Progress Delivered
We've grown revenue by 13% overall, an increase of £2.1m, ending the full
year with revenue of £18.3m (2024: £16.2m). We added £3.7m through
acquisition and we have achieved a collective topline organic growth of 5%
across our acquired business units. However, the decline in non-recurring
product revenue in the Nettl Systems business, part of our Graphics &
Ecommerce revenue segment where product and service revenue fell to £5.2m
(2024: £6.8m), meant an overall organic decline in revenue of 9%.
Sometimes simplifying and becoming smaller is necessary to create a stronger
foundation for future growth - and that's exactly the strategy for Nettl.
While the decline in lower-margin, non-recurring revenue is clear, we expect
Nettl's overall revenue to stabilise at around this year's level going
forward. Importantly, a shift in revenue mix and a sharp focus on
profitability have led to strong oEBITDA growth during the period.
The Group's recurring revenues for the year increased to £12.7m (2024:
£9.2m), with 70% of total Group revenue now recurring compared to 57% in the
prior year. This reflects the nature of the businesses we are bringing into
the Group, which typically operate with a higher proportion of recurring
revenues and at stronger Gross Margins. The impact of this evolving mix is
evident in the improvement in Group Gross Margin to 72% (2024: 63%).
Whilst the Group experienced a decline in organic Group revenue as highlighted
above, all of our business units grew profitably, meaning we have delivered
22% organic growth in oEBITDA. In addition, we added £1.3m of oEBITDA through
our acquisitions. Therefore, our total oEBITDA increased by 71% to £4.8m
(2024: £2.8m).
Our oEBITDA margin improved to 26% (2024: 17%). This has been driven by the
profile of our newly acquired businesses and improvements in operational
efficiency and cost control across the portfolio, which in turn means more of
the organic revenue growth for each business unit drops to the bottom line.
aEBITDA increased by 88% to £3.2m (2024: £1.7m) after central administration
costs of £1.6m (2024: £1.1m), resulting in an improved aEBITDA margin of 17%
(2024: 10%) meeting our previously stated aim to exceed 15%.
We use several metrics to help improve and measure success within our
portfolio. Our live dashboards operate like an 'engine diagnostic' system,
focussing on three key areas, growth, profitability and efficiency. They help
our teams identify areas requiring specific attention. Alongside financial
metrics, we measure operational KPIs that allow our teams to spot and correct.
KPIs such as - Churn rates, sales conversions, response times, NPS scores,
Return on SaaS Employees ("ROSE") metrics and cost to serve ratios. Acting on
them strengthens the customer journey at every stage-improving retention,
conversion, and efficiency-all of which contribute to sustainable, organic
revenue growth. These real-time indicators help our operating leaders stay
close to the detail, driving continuous improvement without losing sight of
the bigger picture.
Ultimately, the barometer of health is the measurement of year-on-year
Recurring Revenue Growth % + oEBITDA %. Our Quality Score. By that measure,
our portfolio of acquired business units are collectively at 41%. A slight
improvement from last year's score of 40%. This shift, albeit a small one,
demonstrates that our portfolio companies are maintaining strong profitability
alongside their ability to grow sustainably. An improving Quality Score
reinforces the strength of our operating model-focused on disciplined cost
control, scalable platforms, and long-term value creation across the estate.
Our disciplined approach to acquisition, combined with strong underlying
organic growth in oEBITDA, has driven meaningful improvements in our Operating
ROCD, which rose to 24% (2024: 21%) and our overall ROCD, which rose to 16%
(2024: 13%). These improvements have been underpinned by several factors
including: high-margin recurring revenue growth from acquired VMS businesses;
consistent cost discipline across the portfolio; and control of central costs
as a proportion of our oEBITDA.
While OCFPS decreased to 0.5p (2024: 0.6p), this was due to the necessary and
deliberate equity raise completed in September 2023 which had a full year
effect on OCFPS for the first time in terms of the weighted average number of
shares in FY25. The raise strengthened our balance sheet, increased our
acquisition capacity, and positioned us to pursue opportunities that align
with our disciplined investment criteria. The cash flow accretive nature of
the businesses we acquire, coupled with continued operational improvements,
will drive strong growth in OCFPS over the short term.
AI and the new landscape
Artificial Intelligence is rapidly reshaping the landscape for many
businesses, bringing both significant opportunities and new challenges. It is
changing at an extraordinary pace and no one yet has all the answers. What we
do know from experience of dealing with fast past change is that you just have
to start. Make decisions and try things, in full knowledge that you may have
to adapt and adjust course. And so, we have started. Starting small and
staying nimble. Implementing ways to harness the potential of AI across our
Group, embedding intelligent automation and data-driven insights within our
central functions, including M&A, finance, and reporting.
At the operating company level, integrating AI capabilities may not be
appropriate for every platform, but for most it will. So where appropriate
we're looking to enhance user experience, streamline customer support, and
enable smarter, more predictive solutions for our customers in their
respective verticals.
We plan to invest in upskilling our teams and to pilot targeted AI projects
that can deliver meaningful improvements in operational efficiency, product
innovation, and customer value. AI is not a silver bullet, and we will remain
deliberate and pragmatic in its application-supporting our teams to use the
technology confidently and responsibly, not as a replacement but as an enabler
of better work.
In parallel, we factor AI maturity and risk exposure into our M&A
processes. As we evaluate acquisition opportunities, it is becoming
increasingly important to assess how target companies are positioned in
relation to AI-whether they face disruption from emerging tools, whether their
customer base may be eroded by automation, or conversely, whether they have
AI-enhanced products that provide a competitive edge. As with all change, AI
presents both risk and upside-and our goal is to ensure we are on the right
side of that shift.
Current trading and outlook
Our new financial year began in April, and I'm pleased to report that trading
continues to align with our internal forecasts. With the organic growth we've
driven and the acquisitions we've added to the Group, on a run-rate basis,
annualised revenue would be approximately £20m.
We have entered the new financial year with a strong pipeline of
opportunities, meaningful financial headroom, and growing internal capability
to execute transactions effectively and onboard them at pace. Alongside
acquisitions, we remain committed to operational excellence within our
existing businesses-driving organic growth, improving cash conversion, and
supporting our teams to scale sustainably.
In closing, I would like to express my sincere thanks for your continued
support and confidence in our Group's direction. I look forward to sharing
further progress with you and to meeting you in person at our Annual General
Meeting, which will be held a little earlier this year on Wednesday 3
September 2025. Thank you once again for being part of our journey.
Gavin Cockerill
Chief Executive Officer
Multi-year review of financial performance
SUMMARY INCOME STATEMENT £000 2025 2024 2023 2022
Recurring revenue 12,701 9,210 4,104 2,135
Non-recurring revenue 5,573 6,955 7,573 6,781
Total Revenue 18,274 16,165 11,677 8,916
Operating EBITDA(1) 4,752 2,784 1,315 217
Central costs (1,586) (1,096) (947) (572)
Adjusted EBITDA 3,166 1,688 368 (355)
Acquisition costs (479) (347) (353) -
Development costs capitalised 1,292 1,133 390 525
Share option charges (106) (37) - (4)
Depreciation and amortisation (4,608) (3,551) (1,556) (944)
Impairments and exceptionals 1,439 (2,111) (805) -
Operating profit / ( loss) 704 (3,225) (1,956) (778)
Net finance costs (1,375) (256) (695) (340)
Tax 342 1,111 1,243 559
Net loss from continuing operations (329) (2,370) (1,408) (559)
Net loss from discontinued operations - - (203) (1,277)
Net loss (329) (2,370) (1,611) (1,836)
(1) Our definition of Operating EBITDA has been updated to exclude non-cash
share option charges. The prior year comparatives have been restated.
SUMMARY STATEMENT OF FINANCIAL POSITION £000 2025 2024 2023 2022
Property, plant and equipment 764 1,242 1,384 1,077
Intangible assets 26,862 15,302 16,266 1,391
Other assets 1,907 2,451 3,976 4,297
Cash and cash equivalents 8,566 15,391 1,994 1,462
Total assets 38,099 34,386 23,620 8,227
Equity 21,394 21,681 928 2,488
Interest-bearing liabilities 10,800 8,495 18,716 4,150
Non-interest-bearing liabilities 5,905 4,210 3,976 1,589
Equity and liabilities 38,099 34,386 23,620 8,227
Net debt / (cash) 2,234 (6,896) 16,722 2,688
SUMMARY STATEMENT OF CASH FLOWS £000 2025 2024 2023 2022
Loss for the year from continuing operations (329) (2,370) (1,408) (559)
Adjustments for non-cash items 3,885 4,386 1,936 732
Operating cash flow before changes in working capital 3,556 2,016 528 173
Cash flow from changes in working capital (616) 283 (396) 100
Cash flow from taxes 2 (6) 67 -
Cash flow from operating activities 2,942 2,293 199 273
Cash flows from other investing activities (994) (844) (344) (572)
Cash flow from operating and other investing activities 1,948 1,449 (145) (299)
Capital deployed acquiring subsidiaries (8,685) (4,100) (8,367) -
Cash flows from disposals 1,712 - - -
Cash flows from financing activities (1,790) 16,050 9,035 (378)
Cash flow for the year from continuing operations (6,815) 13,399 523 (677)
FX on cash (10) (2) - -
Cash flow on discontinued operations - - 9 (472)
Cash movement for the year (6,825) 13,397 532 (1,149)
REVENUE ANALYSIS £000 2025 2024 2023 2022
Opening 16,165 11,677 8,916 6,944
Full year contribution from prior acquisitions 1,005 5,220 - -
Organic growth(1) (1,598) (860) 611 1,972
Partial year contribution from new acquisitions 2,702 128 2,150 -
Closing 18,274 16,165 11,677 8,916
oEBITDA ANALYSIS £000 2025 2024 2023 2022
Opening 2,784 1,315 217 n/a
Full year contribution from prior acquisitions 243 1,393 - n/a
Organic growth 656 20 379 n/a
Partial year contribution from new acquisitions 1,069 56 719 n/a
Closing 4,752 2,784 1,315 n/a
CAPITAL DEPLOYED £000 2025 2024 2023 2022
Opening 15,493 11,046 2,326 2,326
Capital deployed on new acquisitions 8,685 4,100 8,367 -
Acquisition related costs 479 347 353 -
Closing 24,657 15,493 11,046 2,326
KEY FINANCIAL PERFORMANCE INDICATORS
(CONTINUING OPERATIONS) 2025 2024(2) 2023 2022
Change in revenue, % 13.0 38.4 31.0 28.4
Change in recurring revenue, % 37.9 124.4 92.2 2.8
Organic revenue growth rate, % (1) (9.3) (5.1) 6.9 28.4
Run-rate ARR, £000 14,376 10,116 9,132 2,364
Operating EBITDA margin, % 26.0 17.2 11.3 2.4
Operating return on capital deployed, % 23.7 21.0 19.7 9.3
aEBITDA margin, % 17.3 10.4 3.2 (4.0)
Return on capital deployed, % 15.8 12.7 5.5 (15.4)
Net debt / equity ratio, times 0.1 (0.3) 18.0 1.1
Leverage 0.7 (4.1) 45.4 n/a
Interest cover ratio, times 2.3 6.6 0.5 (1.0)
Earnings per share, pence (0.1) (0.9) (1.2) (0.5)
Operating cash flow per share, pence 0.5 0.6 (0.1) (0.3)
Closing share price, pence 29.6 15.3 9.3 5.4
(1) As part of our ongoing commitment to transparency and accuracy in
financial reporting, we have updated our methodology for calculating organic
growth. Previously, growth related to acquisitions was measured against the
amount reported in the last full financial statements of the acquired
businesses prior to acquisition. To provide a more accurate reflection of the
organic growth achieved under our ownership, we now use the pro-forma
performance of acquired businesses as at the date of acquisition. This change
allows for a more meaningful comparison of underlying performance across
periods. As a result of this update, the comparative figures have been
restated.
(2) As a result of updating our definition of Operating EBITDA to exclude
non-cash share option charges, the affected prior year comparatives have been
restated.
Chief Financial Officer's Report
Alternative Performance Measures (APMs)
The Group utilises Alternative Performance Measures (APMs) to offer
shareholders a clearer understanding of our underlying trading performance and
to provide a consistent measure of the execution of our strategy. These
measures are not intended to replace IFRS metrics but to supplement them. Our
key APMs include oEBITDA, aEBITDA, Recurring Revenue, Return on Capital
Deployed, and Operating Cash Flow per Share. A full list of definitions is
provided in note 9.
A Year of Strategic Progress and Improved Profitability
The financial year 2025 has been a period of significant progress, marked by
continued strong growth in recurring revenue, a substantial improvement in
profitability, and the successful onboarding of new acquisitions.
We have delivered a 13% increase in total revenue to £18.3m (2024: £16.2m),
and importantly, we have seen a 38% increase in recurring revenue, which now
stands at £12.7m (2024: £9.2m). This represents 70% of total revenue (2024:
57%) and underscores the successful execution of our long term strategy to
build a high-quality, predictable revenue base.
Profitability has seen a significant improvement. oEBITDA grew by 71% to
£4.8m (2024: 2.8m), whilst aEBITDA grew by 88% to £3.2m (2024: £1.7m), with
the aEBITDA margin expanding from 10% to 17%. Operating profit was £0.7m
compared to an operating loss of £3.2m in the prior year.
During the year, we deployed £9.2m on new acquisitions, including associated
costs, welcoming three new vertical market software ("VMS") businesses into
the Group that meet our criteria and enhance our portfolio. All are profitable
and cash generative, between them contributing £2.7m of revenue and £1.1m of
oEBITDA to the FY25 performance.
Revenue Performance
The Group's 13% total revenue increase to £18.3m was driven by three key factors:
● Acquisition Growth: Newly acquired businesses contributed an
additional £3.7m to revenue.
● Organic growth in acquired businesses contributed an additional
£0.4m (5% organic growth) to revenue.
● Decline in Nettl: where we experienced a revenue decline of
£2.0m.
Recurring licence and subscription revenue increased to £12.7m (2024: £9.2m)
as a result of our focus on acquiring businesses with high-quality,
subscription-based models. Excluding Nettl, the organic revenue growth of the
Group was 5% (2024: 4%). Non-recurring revenue declined to £5.6m (2024:
7.0m), driven by the decline in product revenue generated with our Graphics
and Ecommerce segment, recognising the full year impact of the closure of
Nettl's divested manufacturing hub in the prior year.
Our run-rate Annual Recurring Revenue (ARR) at year-end stood at £14.4m, an
increase of 42% from £10.1m at the end of FY24, providing strong visibility
for the year ahead.
Profitability and Earnings
The Group's focus on acquiring profitable software businesses, supporting
growth through the implementation of our business systems is translating into
enhanced financial performance:
● Operating EBITDA increased by 71% to £4.8m (2024: £2.8m).
● aEBITDA increased by 88% to £3.2m (2024: £1.7m).
● The Group generated a statutory Operating Profit of £0.7m, a
significant improvement from the loss of £3.2m in FY24.
● Statutory Loss for the year reduced to £0.3m (2024: £2.4m).
Operating EBITDA has increased by £1.3m as a result of acquisition activity
in the current and prior year, with BeTheBrand and Link Maker, acquired during
May 24 and July 24 respectively, contributing a combined £1.1m in their first
partial year. In addition, the existing portfolio has delivered £0.7m (22%)
of organic growth. All of our portfolio have individually contributed
positively to the Operating EBITDA growth. £0.4m of this has come from our
Graphics and Ecommerce segment through a shift in revenue mix and a sharp
focus on profitability in our Nettl Systems business.
The increase in central costs to £1.6m (2024: £1.1m) reflects planned
investment in our central team to support the Group's enlarged scale and to
provide the necessary resources for our disciplined acquisition and
integration process. As a percentage of Operating EBITDA, central costs fell
to 33% (2024: 39%).
Operating profit of £0.7m (2024: loss of £3.2m) includes one-off items
totalling a credit of £1.4m. £1.7m of this relates to the sale of the
printing.com (http://printing.com) domain. Restructuring charges of £0.3m
were recognised following the decision to close an unprofitable trading
location within the Nettl business unit. Operating profit was also impacted by
higher depreciation and amortisation charges of £4.6m (2024: £3.6m) as
non-cash amortisation charges related to acquisitions rose to £3.7m (2024:
£2.7m).
Our statutory loss for the year reduced to £0.3m (2024: £2.4m) leading to an
earnings per share of (0.08)p (2024: (0.92)p). Looking ahead, we expect to
transition into net profitability as we continue to acquire profitable
companies at a similar pace. Given that amortisation charges are based on
historical acquisition costs and do not scale linearly with revenue or
profitability, we anticipate that the incremental profit contribution from new
acquisitions will outweigh the fixed nature of amortisation, supporting a
sustained move into positive net earnings.
Cash Flow, Debt, and Leverage
Key Metrics (£'000 unless stated) FY25 FY24
Cash flow from operating and other investing activities 1,948 1,449
Operating Cash Flow per Share (OCFPS) 0.5p 0.6p
Capital deployed on acquisitions including related costs 9,164 4,447
Closing Cash and cash equivalents 8,566 15,391
Interest-bearing liabilities 10,800 8,495
Net debt / (cash) 2,234 (6,896)
Leverage (Net debt / aEBITDA) 0.7 (4.1)
The Group's underlying businesses continue to demonstrate strong cash
generation, with cash flow from the underlying operating units increasing to
£1.9m (2024: £1.4m). OCFPS, was 0.5p (2024: 0.6p). While this is a slight
decrease from the prior year, it reflects the significant increase in the
weighted average number of shares in issue during the year following the
equity raise in September 2023, rather than any decline in underlying cash
generation. As the remainder of that raised capital is deployed, OCFPS will
increase.
The primary use of capital was the deployment of £9.2m on strategic
acquisitions and associated costs. This investment was funded through existing
cash resources, leading to a transition from a net cash position of £6.9m at
the end of FY24 to a net debt position of £2.2m. This reflects the Board's
strategy of putting the balance sheet to work to drive growth.
During the year, the Group secured new debt facilities totalling £16.7m with
Shawbrook Bank. This included a £6.7m 5-year Term Loan Facility to 22
November 2029, which was drawn and utilised to settle the remaining bearer
bonds, and a £10.0m committed facility to support its acquisition programme.
This new financing provides a more flexible and scalable debt structure for
the future. Settling the bonds was an important and necessary step as their
terms prevented them from being subordinated, which is not compatible with
mainstream lending.
The facility is split into three parts:
A. £3,350,000 amortising loan repayable monthly over the borrowing
term;
B. £3,350,000 repayable in a bullet at the end of the borrowing term;
C. £10,000,000 committed facility, available to be utilised until 22
May 2027.
Facility C remained undrawn as at 31 March 2025. Once drawn, 50% of the drawn
portion converts into an amortising term loan over the remaining borrowing
term, the remaining 50% converting into a non-amortising loan, repayable in a
bullet at the end of the borrowing term.
The terms of the new facilities include Gross Leverage and Debt Service
covenants. Gross Leverage, being total debt, excluding consideration payable
contingent on future earnings growth, to adjusted EBITDA, is not to exceed
3.80:1.00 initially, tapering to 2.50:1:00 by December 2027. Debt service
cover, being the ratio of Cash flows available for debt service to the total
of debt service, is not to be less than 1.10:1.00 during the term of the
Facilities. The Group was in full compliance with its covenants throughout the
year.
The Group's leverage remains at a conservative level. At the year-end, net
debt to aEBITDA was 0.7, demonstrating significant headroom. The Board is
satisfied that this level of leverage is appropriate and provides a strong and
flexible foundation to continue executing our growth strategy.
Treasury Policies and Capital Allocation
Our capital allocation strategy remains focused on creating long-term
shareholder value. Our priorities are:
1. To acquire vertical market software businesses that meet our
criteria at appropriate valuations.
2. To support their organic growth over time.
3. To reinvest the free cash flow generated into further
value-accretive opportunities.
Surplus funds are held on short-term deposit to ensure liquidity for working
capital and to be readily available for future acquisition opportunities.
The Board continually assesses the most appropriate long-term financing
structure to support our growth strategy. Where cash flows allow, acquisitions
will be funded through the free cash flow generated by the existing group.
Beyond this, we will selectively use financial leverage to increase our
deployable capital - enabling us to execute on more opportunities without
unnecessarily diluting shareholders. We do this conservatively, maintaining a
group-wide leverage ratio below 3x aEBITDA.
Outlook
The Group has entered the new financial year with significant momentum. Our
run-rate ARR of £14.4m provides a strong foundation for FY26. Our acquisition
pipeline remains robust, and we continue to identify compelling opportunities
that meet our stringent investment criteria.
Our strategic priorities are driving organic growth, and continuing the
disciplined M&A strategy. Through the existing portfolio we expect to
deliver revenue of approximately £20m in FY26.
Iain Brown
Chief Financial Officer
Consolidated statement of comprehensive income
FOR THE YEAR ENDED 31 MARCH 2025 Note 2025 2024
£000 £000
Revenue 2 18,274 16,165
Direct costs (5,028) (5,971)
Gross profit 13,246 10,194
Staff costs (7,433) (5,332)
Other operating charges (2,404) (3,397)
Depreciation and amortisation 5 (4,608) (3,551)
Profit on disposal of domain 1,712 -
Impairment of assets - (1,440)
Value adjustment of consideration payable 6 191 301
Operating profit / (loss) 2 704 (3,225)
Financial income 386 400
Financial expenses (887) (1,278)
Value adjustment on bond settlement 6 (874) 622
Net financing expense (1,375) (256)
Loss before tax (671) (3,481)
Tax credit 3 342 1,111
Loss for the year (329) (2,370)
Other Comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign subsidiaries (64) (59)
Loss and total comprehensive income for the year (393) (2,429)
Earnings per share attributable to the ordinary equity shareholders of
Software Circle plc basic and diluted(1), pence per share
4 (0.08)p (0.92)p
(1) Earnings per share suffers no dilution as the Group has reported a net
loss after tax
Consolidated statement of financial position
AT 31 MARCH 2025 Note Group Group
2025 2024
£000 £000
Non-current assets
Property, plant and equipment 764 1,242
Intangible assets 5 26,862 15,302
Total non-current assets 27,626 16,544
Current assets
Inventories 26 33
Trade and other receivables 1,881 2,418
Cash and cash equivalents 8,566 15,391
Total current assets 10,473 17,842
Total assets 38,099 34,386
Current liabilities
Trade and other payables 3,830 3,144
Other interest-bearing loans and borrowings 6 2,692 1,511
Total current liabilities 6,522 4,655
Non-current liabilities
Other interest-bearing loans and borrowings 6 8,108 6,984
Deferred tax liabilities 2,075 1,066
Total non-current liabilities 10,183 8,050
Total liabilities 16,705 12,705
Net assets 21,394 21,681
Equity attributable to equity holders of the parent
Share capital 7 3,901 3,901
Merger reserve 838 838
Share premium 28,255 28,255
Share based payment reserve 143 37
Translation reserve (15) 58
Retained earnings (11,728) (11,408)
Total equity 21,394 21,681
Consolidated statement changes in shareholders' equity
GROUP - YEAR ENDED 31 MARCH 2025
Share capital Merger reserve Share premium Share based payment reserve Translation reserve Retained earnings Total
£000 £000 £000 £000 £000 £000 £000
Balance at 31 March 2023 1,145 838 7,866 88 117 (9,126) 928
Total comprehensive income for the year - - - - (59) (2,370) (2,429)
Transfer of lapsed option reserve - - - (88) - 88 -
Issue of Ordinary Shares 2,756 - 20,669 - - - 23,425
Costs associated with shares issued - - (280) - - - (280)
Share option charge - - - 37 - - 37
Total movement in equity 2,756 - 20,389 (51) (59) (2,282) 20,753
Balance at 31 March 2024 3,901 838 28,255 37 58 (11,408) 21,681
Total comprehensive income for the year - - - - (64) (329) (393)
Transfer of translation reserve on closure of foreign subsidiaries - - - - (9) 9 -
Share option charge - - - 106 - - 106
Total movement in equity - - - 106 (73) (320) (287)
Balance at 31 March 2025 3,901 838 28,255 143 (15) (11,728) 21,394
Consolidated statement of cash flows
FOR YEAR ENDED 31 MARCH 2025 Note Group Group
2025 2024
£000 £000
Cash flows from operating activities
Loss for the year (329) (2,370)
Adjustments for:
Depreciation, amortisation and impairment 4,789 3,551
Profit on disposal of plant and equipment (223) (13)
Profit on disposal of intangible assets 2 (1,712) -
Share based payments 106 37
Financial income (386) (400)
Financial expense 887 1,278
Value adjustment on bond settlement 874 (622)
Bad debt expense 83 527
Tax income (342) (1,111)
Impairment of consideration receivable - 1,440
Value adjustment on consideration payable (191) (301)
Operating cash flow before changes in working capital and provisions 3,556 2,016
Change in trade and other receivables 978 (274)
Change in inventories 7 (2)
Change in trade and other payables (1,601) 559
Cash generated from operations 2,940 2,299
Corporation tax paid (156) (6)
R&D tax income received 158 -
Net cash inflow from operating activities 2,942 2,293
Cash flows from investing activities
Acquisition of property, plant and equipment (61) (70)
Disposal of property, plant and equipment 46 25
Disposal of intangible assets 1,712 -
Capitalised development expenditure 5 (1,292) (1,133)
Purchase of other intangible assets (16) -
Interest received 329 334
Acquisition of subsidiaries net of cash 8 (7,367) (444)
Payment of deferred consideration (1,318) (3,656)
Net cash used in investing activities (7,967) (4,944)
Cash flows from financing activities
Proceeds from share issue - 23,425
Costs associated with share issue - (280)
Proceeds from loans 6 6,700 -
Repayment of loans 6 (7,361) (6,894)
Finance costs paid (913) -
Capital payment of lease liabilities (132) (136)
Interest payment of lease liabilities (84) (65)
Net cash (used in) / generated from financing activities (1,790) 16,050
Net (decrease) / increase in cash and cash equivalents (6,815) 13,399
Foreign exchange movements (10) (2)
Cash and cash equivalents at the start of the year 15,391 1,994
Cash and cash equivalents at the end of the year 8,566 15,391
Notes to the financial statements
1. BASIS OF PREPARATION
GENERAL INFORMATION
Software Circle plc (the "Company") is a public limited company incorporated
and domiciled in the UK. The Company's registered office is C/O Gateley Legal,
Ship Canal House, 98 King Street, Manchester, England, M2 4WU.
The financial information set out herein does not constitute statutory
accounts as defined in Section 434 of the Companies Act 2006. The financial
information for the year ended 31 March 2025 has been extracted from the
Company's audited financial statements which were approved by the Board of
Directors on 22 July 2025 and which, if adopted, will be delivered to the
Registrar of Companies for England and Wales. Statutory accounts for the years
ended 31 March 2025 and 31 March 2024 have been reported on by the auditor.
Their report in respect of both years (i) was unqualified; (ii) did not
include a reference to any matters which the auditor drew attention by way of
emphasis without qualifying their audit report and (iii) did not contain a
statement under section 498(2) or 498 (3) of the Companies Act 2006.
GOING CONCERN
The Directors have prepared the financial statements on a going concern basis.
This assessment considers the Company's cash reserves and the associated risks
related to its ongoing operations and strategic initiatives.
As of the balance sheet date, the Company maintains a substantial cash
balance, providing a strong liquidity position to support its business
operations and strategic growth plans. The cash reserves are considered
sufficient to meet the current operational requirements and short-term
obligations of the Company.
The Company's primary strategic objective includes expansion through
acquisitions, which involves inherent risks, particularly concerning deferred
consideration payments. While the Company has a significant cash balance, the
Directors recognise the following risks:
● Acquisition Volume and Payment Obligations: The risk of
acquiring multiple companies in a short time frame could potentially strain
the Company's liquidity if not managed prudently.
● Deferred Consideration Payments: The Company must ensure that it
can meet deferred consideration payments as they fall due, without
compromising its operational liquidity.
To mitigate these risks, the Directors have implemented the following
measures:
● Due Diligence and Acquisition Strategy: Rigorous due diligence
processes are in place to evaluate potential acquisition targets, ensuring
that each acquisition aligns with the Company's strategic objectives and
financial capacity.
● Cash Flow Forecasting and Management: Detailed cash flow
forecasting is conducted regularly to project the timing and amounts of
deferred consideration payments, ensuring that adequate cash reserves are
maintained.
● Contingency Planning: Contingency plans are established to
address any potential shortfalls in liquidity, including securing additional
financing if necessary.
After considering the Company's strong cash position, the comprehensive risk
management strategies in place, and the ability to adjust the pace of
acquisitions if required, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the application of the
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
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 and in any future periods affected.
Significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the
amounts recognised in the financial statements are described below:
CAPITALISATION OF DEVELOPMENT COSTS
The Board considers that the Group's key differentiators stem from its
proprietary software. It is essential to continue investing in these assets.
Separate projects are defined for new initiatives as they are identified.
Development costs are capitalised where a project has been defined, tested and
expected to realise future economic benefits. Programming is carried out to a
detailed specification and schedule. The Board exercises judgement in
determining the costs to be capitalised and determine the useful economic life
to be applied typically 3 years or whilst the asset in question remains in
use. The amounts capitalised are disclosed in note 5.
FAIR VALUE ASSESSMENT OF A BUSINESS COMBINATION
Following an acquisition the Group makes an assessment of all assets and
liabilities, inclusive of making judgements on the identification of specific
intangible assets which are recognised separately from goodwill. Where future
consideration is contingent on a performance obligation, judgement is required
in assessing the likelihood of the obligation being achieved when determining
its fair value at the time of acquisition. Acquired intangible assets include
items such as the customer base and technology, to which a value is first
attributed at the time of acquisition. The valuation is based upon future
discounted cash flows and expectations for the business and requires a number
of judgements to be made regarding future performance of an acquisition. For
VMS businesses acquired in line with the Group's stated strategy, the expected
useful lives of the customer base has been determined by reviewing the
existing Logo churn at the time of acquisition whilst the Technology's
expected useful life is estimated based on the expected requirement for
ongoing development. See note 8.
IMPAIRMENT OF INTANGIBLE ASSETS
In assessing impairment, Management estimates the recoverable amount of cash
generating units based on expected future cash flows and uses the weighted
average cost of capital to discount them. At the end of each reporting period
the Management reviews a five year forward looking financial projection
including a terminal value for the Group. The Management has further evaluated
the terminal growth expectations and the applied discount rate applicable to
derive a Net Present Valuation (NPV) of the Group. If the NPV of the Group
shows a lower valuation than the net assets, an impairment will be made. Based
on this evaluation, including management estimates and assumptions, no
impairment was made during the reporting period. Estimation uncertainty
relates to assumptions about future operating results in particular sales
volumes and the determination of a suitable discount rate.
ESTIMATION OF THE EXPECTED CREDIT LOSSES ON TRADE RECEIVABLES
In assessing the expected credit losses, in respect of the trade receivables
under IFRS 9, the Group considers the past performance of the receivable book
along with future factors that may affect the credit worthiness of the
receivables. Estimations have therefore been made within these assumptions
which could affect the carrying value of the trade receivables.
BEARER BONDS
The bearer bonds issued by the Company had no fixed maturity. In order to
establish an effective interest rate, management was required to determine the
expected life of the bonds and did this for each tranche of bond issued. The
expected life of bond tranches issued ranged from 9 months to 20 years. In
assessing the fair value of the embedded derivative relating to the exclusive
one-way call option, judgement was required in order to assess the likelihood
of the business exercising this option. Early settlement of these bonds
resulted in a value adjustment charge of £874,000 (2024: credit of
£622,000).
2. REVENUE AND SEGMENTAL INFORMATION
Segmental reporting is prepared for the Group's operating segments based on
the information which is presented to the Board, which reviews revenue and
adjusted EBITDA by segment. The Group's costs, finance income, tax charges,
non-current liabilities, net assets and capital expenditure are only reviewed
by the Board at a consolidated level and therefore have not been allocated
between segments in the analysis below.
The Group assigns CGUs to operating segments based on the nature of the
platform and the clients it serves. Details of which CGUs are assigned to each
segment are disclosed in note 5.
ANALYSIS BY LOCATION OF REVENUE UK & Ireland Europe Other Total
£000 £000 £000 £000
Year ended 31 March 2025 17,690 122 462 18,274
Year ended 31 March 2024 15,568 169 428 16,165
Revenue generated outside the UK & Ireland is in Belgium, The Netherlands,
France, New Zealand, South Africa and the USA.
No single customer provided the Group with over 1% of its revenue.
DISAGGREGATION OF REVENUE AND OPERATING PROFIT / (LOSS)
Year ended 31 March 2025 Graphics & Ecommerce Professional & financial services Health & social care Property Education Operating Total Central overhead Total
£000 £000 £000 £000 £000 £000 £'000 £000
Licence and subscription revenue 3,474 2,842 3,488 1,618 1,279 12,701 - 12,701
Product and service revenue 5,203 289 62 4 15 5,573 - 5,573
Revenue 8,677 3,131 3,550 1,622 1,294 18,274 - 18,274
adjusted EBITDA 974 1,162 1,337 784 495 4,752 (1,586) 3,166
Development costs 307 287 616 63 19 1,292 - 1,292
Acquisition costs - - - - - - (479) (479)
Share based payment charges - - - - - - (106) (106)
Exceptional items (283) - (55) - - (338) 1,586 1,248
Value adjustments on contingent consideration - - - - - - 191 191
Depreciation and amortisation (578) (256) (174) (29) (27) (1,064) (3,544) (4,608)
Operating profit / (loss) 420 1,193 1,724 818 487 4,642 (3,938) 704
Exceptional items
On 2 April 2024, the Company announced the sale of the printing.com domain to
JAL Equity Corp for £1,772,000. Related disposal costs totalled £60,000. In
November 2024 the Company entered into a new financing facility and incurred
associated legal and professional fees of £126,000. £55,000 of restructuring
costs were incurred in our Health & social care division to enable the
required reinvestment into development of the operating unit's platform,
future proofing and preparing that business for growth. £283,000 of
restructuring costs were provided for in our Graphics & Ecommerce division
for the closure of an unprofitable trading location within the Nettl business.
Year ended 31 March 2024 Graphics & Ecommerce Professional & financial services Health & social care Property Education Operating Total Central overhead Total
£000 £000 £000 £000 £000 £000 £'000 £000
Licence and subscription revenue 3,687 1,266 2,584 1,545 128 9,210 - 9,210
Product and service revenue 6,763 146 42 4 - 6,955 - 6,955
Revenue 10,450 1,412 2,626 1,549 128 16,165 - 16,165
adjusted EBITDA 609 550 814 755 56 2,784 (1,096) 1,688
Development costs 688 287 82 76 - 1,133 - 1,133
Acquisition costs - - - - - - (347) (347)
Share based payment charges - - - - - - (37) (37)
Exceptional items - - - - - - (972) (972)
Impairment of consideration receivable - - - - - - (1,440) (1,440)
Value adjustments on contingent consideration - - - - - - 301 301
Depreciation and amortisation (685) (1) (99) - (8) (793) (2,758) (3,551)
Operating profit / (loss) 612 836 797 831 48 3,124 (6,349) (3,225)
Exceptional items
In addition to the deferred consideration impairment resulting from the
administration of Works Manchester Limited (WML) and Rymack Sign Solutions
Limited, outstanding charges due from WML, net of trading balances due to
Rymack's group that the Company set off, resulted in a further charge of
£220,000. As a further consequence of WML's administrator vacating the hub in
Trafford Park, the Company, as a guarantor of the lease, became liable for
unpaid rent arrears, ongoing rent for the remainder of the lease term and
dilapidations. The Company agreed a full and final settlement of this
liability with the landlord and other lease providers for £632,000. This was
paid during April and May 2024 and was included as a liability at 31 March
2024. This, combined with some additional costs on liquidating our operating
entity in France, resulted in exceptional items for FY24 totalling £972,000.
Location of non-current assets
Of the Group's non-current assets (excluding deferred tax) of £27,812,000
(2024: £16,544,000), £24,145,000 (2024: £12,087,000) are located in the UK.
Non-current assets located outside the UK are in Ireland and total £3,667,000
(2024: £4,457,000).
3. TAXATION
Recognised in the income statement 2025 2024
£000 £000
Current tax expense
Current year 86 -
Adjustments for prior years (14) (5)
Overseas corporation tax charge 2 70
74 65
Deferred tax expense
Origination and reversal of temporary differences (483) (519)
Recognition of previously unrecognised deferred tax asset - (657)
Adjustments in respect of prior periods 67 -
(416) (1,176)
Total tax in income statement (342) (1,111)
RECONCILIATION OF EFFECTIVE TAX RATE
Factors affecting the tax charge for the current period:
The current tax charge for the period is lower (2024: lower) than the standard
rate of corporation tax in the UK of 25% (2024: 25%).
The differences are explained below:
2025 2024
£000 £000
Loss before tax (671) (3,481)
Tax using the UK corporation tax rate of 25% (2024: 25%) (168) (870)
Effects of:
Other tax adjustments, reliefs and transfers (132) (167)
Adjustments in respect of prior periods - current tax (14) (5)
Adjustments in respect of prior periods - deferred tax 67 -
Deferred tax not recognised - (52)
Chargeable losses (124) -
Impact of tax in a foreign jurisdiction 29 (17)
Total tax credit (342) (1,111)
The Group tax debtor amounts to £96,000 (2024: £232,000) and tax creditor
amounts to £331,000 (2024: £nil). The deferred tax liabilities as at 31
March 2025 have been calculated using the tax rate of 25% which was
substantively enacted at the balance sheet date.
4. EARNINGS PER SHARE
The calculations of earnings per share are based on the following profits and
numbers of shares:
2025 2024
£000 £000
Loss after taxation for the financial year (329) (2,370)
Weighted average number of shares 2025 2024
For basic earnings per ordinary share 390,083,306 256,844,295
For diluted earnings per ordinary share 390,083,306 256,844,295
Basic earnings per share (0.08)p (0.92)p
Diluted earnings per share (0.08)p (0.92)p
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at meetings of the
Company. The holders of deferred shares shall not be entitled to any
participation in the profits or the assets of the Company and the deferred
shares do not carry any voting rights.
As of 31 March 2025, the dilutive effect of share options would be 5,348,211
(2024: 750,488). The calculation is based on the treasury method prescribed in
IAS 33. This calculates the theoretical number of shares that could be
purchased at the average market price in the period from the proceeds of
exercised options. The difference between the number of shares under option
and the theoretical number of shares that could be purchased from the proceeds
of their exercise is deemed liable to be issued at nil value and represents
the dilution.
As the Group has reported a net loss after tax, including the options would be
anti-dilutive, therefore all outstanding options have no dilutive effect.
5. INTANGIBLE ASSETS
Domains Software Development Customer Technology Goodwill Other Total
& brand costs Lists
£000 £000 £000 £000 £000 £000 £000 £000
Cost
Balance at 31 March 2023 363 4,544 5,393 5,192 10,792 635 162 27,081
Additions - - 1,133 - - - - 1,133
Addition through subsidiary acquisition
- - - 547 785 319 - 1,651
Acquisition adjustment - - - (265) (265) - - (530)
Disposals - - - - - - (23) (23)
Balance at 31 March 2024 363 4,544 6,526 5,474 11,312 954 139 29,312
Additions - 16 1,292 - - - - 1,308
Addition through subsidiary acquisition (note 8) - - - 2,487 3,211 8,832 - 14,530
Disposals (337) (251) - (279) - - - (867)
Balance at 31 March 2025 26 4,309 7,818 7,682 14,523 9,786 139 44,283
Amortisation and impairment
Balance at 31 March 2023 348 4,483 4,513 745 583 12 131 10,815
Amortisation for the year 1 53 445 462 2,253 - 4 3,218
Disposals - - - - - - (23) (23)
Balance at 31 March 2024 349 4,536 4,958 1,207 2,836 12 112 14,010
Amortisation for the year 1 5 573 667 3,029 - 3 4,278
Disposals (337) (251) - (279) - - - (867)
Balance at 31 March 2025 13 4,290 5,531 1,595 5,865 12 115 17,421
Net book value
At 31 March 2023 15 61 880 4,447 10,209 623 31 16,266
At 31 March 2024 14 8 1,568 4,267 8,476 942 27 15,302
At 31 March 2025 13 19 2,287 6,087 8,658 9,774 24 26,862
IMPAIRMENT TESTING
The Group's recognised goodwill amounts to £9,774,000 (2024: £942,000).
Goodwill and other intangible assets are assigned to Cash Generating Units
("CGUs"). Our primary consideration in defining CGUs is the distinctiveness of
business operations and segmentation. Each CGU represents a major line of
business or geographical area that generates cash inflows largely independent
of other units. The Group has the following identified CGUs:
Carrying value of Goodwill
2025 2024
CGU Operating Segment £000 £000
Nettl Systems Graphics & Ecommerce 128 128
Vertical Plus Graphics & Ecommerce 480 480
Watermark Professional & Financial Services - -
CareDocs Health and Social Care 17 17
Topfloor Property - -
Arc Technology Education 317 317
BeTheBrand Professional & Financial Services 2,079 -
Linkmaker Health and Social Care 2,898 -
Total Drive Education 3,855 -
Total 9,774 942
The recoverable amount of goodwill and intangible assets is determined from
value in use calculations. The Group prepares cash flow forecasts derived from
budgets and five-year business plans. The sales growth relates to all key
revenue streams of the business and have been determined based on the
experience to date of operating these sales channels and ranges from 2.5% to
30%. Costs have been assumed to increase in line with an inflationary rate of
3%.
For the purposes of impairment testing inflationary growth of 0.5% is assumed
beyond this period. A pre-tax discount factor of 13.55% (2024: 12.18%) was
applied.
The Directors have considered the sensitivity of the key assumptions.
Increasing the pre-tax discount factor to 15.0% would not result in an
impairment charge against intangible assets. Should revenue growth be reduced
to nil across all business units, and product revenue decline in the first
year by 2.5%, no impairment would be recognised. As a result, the intangible
assets are not considered to be impaired.
Amortisation and impairment charge
The amortisation charge of £4,278,000 (2024: £3,218,000) is recognised in
profit or loss within depreciation and amortisation expenses. An impairment
charge of nil (2024: £nil) was recognised during the year.
6. BORROWINGS
Current Liabilities 2025 2024
£000 £000
Lease liabilities 159 160
Bearer bonds - 402
Loans 634 324
Deferred consideration 1,634 440
Contingent consideration 265 185
2,692 1,511
Non-Current Liabilities
Lease liabilities 499 847
Bearer bonds - 5,697
Loans 5,678 26
Contingent consideration 1,931 414
8,108 6,984
Contingent consideration is where the amount of future consideration payments
payable depend on the future performance of the acquired companies. A fair
value credit of £191,000 (2024: £301,000) has been recognised in the
Statement of Comprehensive Income due to a reduced likelihood of post
acquisition targets being met.
In November 2024 the Company entered into new loan facilities of up to
£16,700,000 with Shawbrook Bank Limited over a 5-year period to 22 November
2029.
The facility is split into three parts:
A. £3,350,000 amortising loan repayable monthly over the borrowing
term;
B. £3,350,000 repayable in a bullet at the end of the borrowing term;
C. £10,000,000 committed facility, available to be utilised until 22
May 2027.
Facilities A and B were drawn and utilised to settle the existing Bearer
Bonds. Facility C remained undrawn as at 31 March 2025.
The terms of the facilities include Gross Leverage and Debt Service covenants
as follows:
● Gross Leverage, being total debt to EBITDA, not to exceed
3.80:1.00 initially, tapering to 2.50:1:00 by December 2027.
● Debt service cover, not to be less than 1.10:1.00 during the
term of the Facilities.
The Bank has a fixed and floating charge over the Group's assets and the Group
was in compliance with the above covenants throughout the period.
In July 2020 the Company created a bond facility which could issue up to a
maximum of £50,000,000 nominal value. Any bonds issued were interest-free
within the first three years of the facilities existence and thereafter paid
6% of the nominal value, annually in arrears, until the Company exercised its
call option. The bonds were initially measured at fair value, which was
considered to be the transaction price. Subsequently the liability was
measured at amortised cost based on the expected cash flows over the expected
life of the instrument. On 26 September 2023 the Company repurchased Bearer
Bonds with a nominal value of £7,500,000 for £6,525,000 plus accrued
interest of £84,000. The carrying value at the date of repurchase was
£7,231,000, resulting in a value adjustment on bond settlement of £622,000.
On 27 November 2024 the Company repurchased the remaining Bearer Bonds with a
nominal value of £6,700,000 for £6,700,000 plus accrued interest of
£143,000. The carrying value at the date of repurchase was £5,969,000,
resulting in a value adjustment on bond settlement of £874,000.
In August 2020 an additional term loan for £1,000,000, repayable over six
years, was secured through the Coronavirus Business Interruption Loan Scheme
at an effective annual interest rate of 8.6%. At 31 March 2025 the liability
was £26,000 (2024: £350,000).
7. SHARE CAPITAL
Ordinary shares Ordinary shares
In thousands of shares 2025 2024
In issue at 1 April 390,083 114,491
Issued by the Company - 275,592
Shares on the market at 31 March - fully paid 390,083 390,083
Allotted, called up and fully paid £000 £000
390,083,306 (2024: 390,083,306) ordinary shares of £0.01 each 3,901 3,901
63 deferred shares of £0.10 each - -
3,901 3,901
The company issued 154,705,874 shares on 20 September 2023 and 120,886,604 on
29 September 2023 with a nominal value of £0.01 each at an issue price of
£0.085, raising a total of £23.15m after issue costs of £0.28m.
Dividends
During the year and prior year no dividends were proposed or paid. After the
balance sheet date, the Board proposed no final dividend would be made (2024:
£nil).
8. ACQUISITIONS
Acquisition of Be The Brand Experience Limited (BeTheBrand)
The entire issued share capital of BeTheBrand, a provider of marketing
compliance and digital asset management workflow solutions for businesses
providing financial services, was acquired on 30 May 2024 for consideration of
£3,500,000. The initial consideration paid at completion was £2,800,000,
with deferred consideration of £700,000 to be paid on the first anniversary
of completion. In addition, the consideration was increased by a further
£413,000 in respect of surplus cash within the business at the acquisition,
£171,000 of which was paid on completion with the remainder deferred until
the agreement of completion accounts. The present value of expected
consideration payments at acquisition totalled £3,838,000.
BeTheBrand met Software Circle's acquisition criteria by being a software
business and having a prominent position in its vertical market. Delivering
solutions that generate revenues of a recurring nature.
In the period during the current financial year that BeTheBrand was owned by
the Group, it contributed revenue of £1,650,000 and a profit before tax of
£462,000. Had it been owned by the Group for the full year, it would have
contributed revenue of £1,958,000 and a profit before tax of £567,000.
Net assets of BeTheBrand on acquisition:
Book Value Adjustments Fair value
£000 £000 £000
Customer base - 905 905
Technology - 994 994
Development costs 229 (229) -
Cash and cash equivalents 770 - 770
Trade and other receivables 196 - 196
Trade and other payables (631) - (631)
Deferred tax - (475) (475)
Net assets acquired 564 1,195 1,759
Consideration 3,838
Goodwill 2,079
Consideration satisfied by: £000
Cash on completion 2,971
Deferred consideration 867
3,838
An income approach was used to value contractual customer lists and
relationships, using a discount factor of 12.1%. The useful life has been
estimated at 10 years. The technology was valued by using a relief from
royalty approach, based on a royalty rate of 40% and using a discount factor
of 12.1%. The useful life has been estimated at 3 years.
Trade and other receivables include gross contractual amounts due of £148,000
of which £nil was expected to be uncollectible at the date of acquisition.
The goodwill arising from the acquisition of BeTheBrand is attributable to a
number of factors, including the specialised knowledge and expertise of the
assembled workforce and the market position.
The deferred tax liabilities recognised represent the tax effect which will
result from the amortisation of the intangible assets, estimated using the tax
rate substantively enacted at the balance sheet date.
Acquisition of Link Maker Systems Limited (Link Maker)
The entire issued share capital of Link Maker, whose adoption platform
joins-up children's social care across the UK, was acquired on 25 July 2024
for consideration of £4,500,000. The initial consideration paid at completion
was £3,000,000. Up to a further £1,500,000 is payable contingent upon the
achievement of certain targets relating to the future financial performance of
Link Maker and may be achieved over the 12 months following the 1st
anniversary of completion. In addition, the consideration was increased by a
further £580,000 in respect of surplus cash within the business at the
acquisition, payable in full on the agreement of completion accounts. The
present value of expected consideration payments at acquisition totalled
£4,774,000.
Link Maker met Software Circle's acquisition criteria by being a software
business and having a prominent position in its vertical market. Delivering
solutions that generate revenues of a recurring nature.
In the period during the current financial year that Link Maker was owned by
the Group, it contributed revenue of £993,000 and a profit before tax of
£541,000. Had it been owned by the Group for the full year, it would have
contributed revenue of £1,339,000 and a profit before tax of £625,000.
Net assets of Link Maker on acquisition:
Book Value Adjustments Fair value
£000 £000 £000
Customer base - 1,279 1,279
Technology - 1,137 1,137
Property, plant and equipment 13 - 13
Cash and cash equivalents 1,032 - 1,032
Trade and other receivables 324 - 324
Trade and other payables (1,305) - (1,305)
Deferred tax - (604) (604)
Net assets acquired 64 1,812 1,876
Consideration 4,774
Goodwill 2,898
Consideration satisfied by: £000
Cash on completion 3,000
Deferred consideration 580
Contingent consideration 1,194
4,774
An income approach was used to value contractual customer lists and
relationships, using a discount factor of 12.1%. The useful life has been
estimated at 10 years. The technology was valued by using a relief from
royalty approach, based on a royalty rate of 50% and using a discount factor
of 12.1%. The useful life has been estimated at 3 years.
Trade and other receivables include gross contractual amounts due of £206,000
of which £nil was expected to be uncollectible at the date of acquisition.
The goodwill arising from the acquisition of Link Maker is attributable to a
number of factors, including the specialised knowledge and expertise of the
assembled workforce and the market position.
The deferred tax liabilities recognised represent the tax effect which will
result from the amortisation of the intangible assets, estimated using the tax
rate substantively enacted at the balance sheet date.
Acquisition of Total Drive Software Limited (Total Drive)
The entire issued share capital of Total Drive, who provide an end-to-end
software solution for Driving Instructors, was acquired on 13 March 2025 for
consideration of up to £7,500,000. The initial consideration paid at
completion was £3,500,000, with deferred consideration of £1,000,000 to be
paid on the first anniversary of completion. Up to a further £3,000,000 is
payable contingent upon the achievement of certain targets relating to the
future financial performance of Total Drive and may be achieved over the
calendar year 2026. In addition, the consideration was increased by a further
£91,000 in respect of surplus cash within the business at the acquisition,
£27,000 of which was paid on completion with the remainder deferred until the
agreement of completion accounts. The present value of expected consideration
payments at acquisition totalled £4,952,000.
Total Drive met Software Circle's acquisition criteria by being a software
business and having a prominent position in its vertical market. Delivering
solutions that generate revenues of a recurring nature.
In the period during the current financial year that Total Drive was owned by
the Group, it contributed revenue of £60,000 and a profit before tax of
£37,000. Had it been owned by the Group for the full year, it would have
contributed revenue of £986,000 and a profit before tax of £533,000.
Net assets of Total Drive on acquisition:
Book Value Adjustments Fair value
£000 £000 £000
Customer base - 303 303
Technology - 1,080 1,080
Property, plant and equipment 4 - 4
Cash and cash equivalents 330 - 330
Trade and other receivables 2 - 2
Trade and other payables (276) - (276)
Deferred tax - (346) (346)
Net assets acquired 60 1,037 1,097
Consideration 4,952
Goodwill 3,855
Consideration satisfied by:
Cash on completion 3,527
Deferred consideration 946
Contingent consideration 479
4,952
An income approach was used to value contractual customer lists and
relationships, using a discount factor of 13.4%. The useful life has been
estimated at 9 years. The technology was valued by using a relief from royalty
approach, based on a royalty rate of 50% and using a discount factor of 13.4%.
The useful life has been estimated at 3 years.
Trade and other receivables include gross contractual amounts due of £2,000
of which £nil was expected to be uncollectible at the date of acquisition.
The goodwill arising from the acquisition of Total Drive is attributable to a
number of factors, including the specialised knowledge and expertise of the
assembled workforce, the market position and the revenue growth profile.
The deferred tax liabilities recognised represent the tax effect which will
result from the amortisation of the intangible assets, estimated using the tax
rate substantively enacted at the balance sheet date.
9. ALTERNATIVE PERFORMANCE MEASURES
The Group has adopted alternative performance measures ("APMs") in order to
provide readers of the accounts with a clearer picture of the Group's actual
trading performance and future prospects.
Defined term Definition Usage
EBITDA Earnings before interest, tax, depreciation, amortisation Measures our operating efficiency
Adjusted EBITDA (aEBITDA) Operating EBITDA less central administration costs Adjustments to EBITDA to better measure how efficiently the Group manages our
portfolio to generate free cash flow
Operating EBITDA (oEBITDA) EBITDA before impairments, share option charges, exceptional costs, Used to measure the performance of decentralised business units without the
acquisition related costs, central administration costs and the capitalisation application of central Software Circle management and overheads
of qualifying development costs
Capital deployed Opening value plus closing value of cash paid, including acquisition related Provides the average amount of capital deployed on the acquisition of
expenditure, in respect of investments in subsidiary companies, divided by 2 subsidiaries during the year
Return on capital deployed (ROCD) aEBITDA as a percentage of capital deployed A KPI to measure how efficiently we are deploying the group's total capital
invested in acquisitions to generate recurring cash returns after central
costs, available for debt service and reinvestment
Operating return on capital deployed (oROCD) oEBITDA as a percentage of capital deployed A KPI to reflect how efficiently we are deploying the Group's total capital
invested in acquisitions to generate recurring operational cash returns
Earnings per share Net profit / loss for the year divided by the weighted average number of IFRS performance indicator
shares
Operating cash flow per share Cash flow from operating and other investing activities divided by the A measure to demonstrate the Group's cash generating ability on a per share
weighted average number of shares basis
Cash flows from other investing activities Cash flows from investing activities less acquisition of subsidiaries net of Used in the calculation of operating cash flow per share
cash and payment of deferred consideration
Interest cover ratio aEBITDA divided by net finance costs Demonstrates the ability to cover interest costs through operating activities
Net debt Interest bearing liabilities less cash and cash equivalents Used to assess the ability to meet long-term obligations
Net debt / equity ratio Net debt divided by equity Used to assess the financial leverage
Leverage Net debt divided by aEBITDA Used to assess the financial leverage
Recurring revenue Subscription and contract-based revenue expected to continue into the future Estimating future revenue
Run-rate ARR The annualised value of recurring revenue streams at the end of the year Estimating future revenue
Quality Score oEBITDA percentage plus recurring revenue growth percentage Measures overall business performance
Organic growth In respect of businesses owned for the full year, the change in the current Used to assess the revenue, oEBITDA and aEBITDA performance of our portfolio
year divided by the total of the previous year plus the effect of additional
contributions from acquisitions completing a full year for the first time
10. ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
The Annual Report and Notice of Annual General Meeting ("AGM") will be sent to
shareholders on 8 August 2025 and will be available on the Company's website
at softwarecircle.com from that date. The AGM is due to be held at 10:00 a.m.
on 3 September 2025 at the offices of Gateley Plc at Ship Canal House, 98 King
Street, Manchester M2 4WU.
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