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REG - Tribal Group PLC - Interim Results for six months ended 30 June 2025

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RNS Number : 8015V  Tribal Group PLC  19 August 2025

 Tribal Group plc

("Tribal" or "the Group")

 

Interim Results for the six months ended 30 June 2025

Strengthening underlying financial performance with strong ARR and core
revenue growth and increased adjusted EBITDA margins

 

Tribal (AIM: TRB), a leading provider of software and services to the
international education market, is pleased to announce its interim results for
the six months ended 30 June 2025.

 

 Results                                                                 2025 H1                      2024 H1                Change %

 6 months to 30 June                                                               2024 H1 Reported   Constant Currency(3)   (Constant Currency)
 Revenue                                                                 £45.3m    £44.9m             £44.3m                 2.3%(3)
 Adjusted EBITDA (2)                                                     £8.3m     £7.4m              £7.0m                  18.4%(3)
 Adjusted EBITDA Margin (2)                                              18.4%     16.4%              15.9%                  -
 Annual Recurring Revenue (ARR) at period end (1) (versus 31 Dec 2024)   £59.9m    £57.0m             £56.8m(1)              5.5%(3)
 Net Debt                                                                £(3.9)m   £(10.0)m           £(10.0)m               61.0%
 Statutory Profit after Tax                                              £3.9m     £1.4m              £0.9m                  323.6%
 Statutory Earnings per Share (basic)                                    1.8p      0.6p               0.4p                   322.9%

 

Financial performance (all numbers on a constant currency basis)

 ·             ARR increased 5.5% in six months to £59.9m (£56.8m as at 31 Dec 2024).
               Successful launch of the Higher Education Full-Service (HEFS) proposition,
               with 16 additional customers signed by the end of June generating £1.3m ARR.
 ·             Revenue increased 2.3% to £45.3m:
               o                                         Student Information Systems revenue grew 4.2% to £36.1m (H1 2024: £35.2m). A
                                                         strong 9.6% growth in core revenues, including 16.5% in Foundation Cloud
                                                         services which more than offset the expected decline in legacy contracts.
               o                                         Etio revenue decreased 4.5% to £9.2m (H1 2024: £9.7m) following the
                                                         successful completion of two major projects, offset by the commencement of the
                                                         Attendance Monitors contract.
 ·             Adjusted EBITDA grew 18.4% to £8.3m, with a 2.5ppt increase to 18.4% margin,
               reflecting increases in SIS revenues and cost efficiencies across both SIS and
               Etio, which more than offset the decline in high margin legacy contracts.
               Etio operating profit increased to £1.1m, an increase of 24.3% in constant
               currency.
 ·             Statutory Profit after Tax increased to £3.9m mainly driven by improved
               EBITDA and decreased exceptional costs of £0.6m (H1 2024: £3.4m), of which
               £2.8m in the prior year related to the NTU settlement.
 ·             Overall cash performance continues to improve. Net debt at 30 June 2025
               improved by £6.1m to £(3.9)m (H1 2024: £(10.0)m). Free cash outflow,
               reflecting traditional weighting of renewals to H2 improved by £1.1m to
               £(0.8)m (H1 2024: £(1.9)m).

 

Operational highlights

 

SIS

 ·             Successful roll-out of Higher Education Full-Service subscription pricing
               model, with 54 customers now signed up, providing basis for future cloud
               transition.
 ·             Cloud migration revenues increased 16.5% from successful customer migrations
               and upsells across the existing base.
 ·             Strong H1 for Vocational Education offerings, with 7 new logos secured.
 ·             Ongoing strategic product improvements, including three major software
               upgrades released: Tribal Cloud v3, SITS v7 and EBS v4, supporting customer
               transition to the cloud and entry into new markets.

Etio

 

 ·             Etio performed well within a challenging market, benefitting from strengthened
               operations and a more efficient team following the review of the business in
               FY24.

 

Outlook

 ·             Since 30(th) June, a further £4.0m of new business has been signed, including
               two significant new SIS wins, London South Bank University, for the
               implementation of a full SITS Student Management System, and Durham
               University, for the implementation of SITS Admissions, and a further 34
               existing SITS customers have taken the HEFS proposition, which would take ARR
               to £64.0m, 12.7% growth since the start of the year.
 ·             As a result of the positive trading performance, coupled with the operational
               benefits of running as a full-service SaaS business and the anticipated
               continuation of legacy Australian contracts into H2, the Board is increasingly
               positive about delivering FY25 results ahead of current market expectations.

 

Mark Pickett, Chief Executive, commented: "The first half of FY25 has been
defined by solid trading and strong progress in our transformation into a
full-service, SaaS-business, delivering across all our strategic objectives.
This includes the rapid adoption of our new subscription licence, with 49% of
our long-term SITS customers already onboard, reflecting the strength of our
offering. This shift has underpinned 12.7% growth in ARR to £64.0m by
mid-August, as the first wave of adoption gathers pace, which alongside the
launch of our next generation Tribal Cloud supports further cloud adoption in
coming years. Tribal has entered the second half with a robust foundation of
annual recurring revenue, long-term customer relationships and clear momentum
in our journey towards becoming a pure-play EdTech SaaS company."

 

(1 ) Annual Recurring Revenue (ARR) at period end includes Software and
Cloud Services and is assessed as contracted ARR at 30 June 2025 and 31
December 2024, of which some is still to be delivered.

(2  )Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing
operations and are calculated by taking the Adjusted EBITDA after the
allocation of Central Overheads and excludes Interest, Tax, Depreciation and
Amortisation and exceptional items of £2.4m (2024: £5.7m).

(3  )2024 H1 results restated to "constant currency" using 2025 rates to
exclude foreign currency impact. All change movements are to prior year
constant currency.

(4)  In so far as the Board is aware, prior to this announcement, consensus
market expectations for FY25 were for revenue of £89.9m, adjusted EBITDA of
£14.6m and net debt of £4.9m.

 

 

 Tribal Group plc                                                    Tel: +44 (0) 330 016 4000
 Mark Pickett, Chief Executive Officer

 Diane McIntyre, Chief Financial Officer & Company Secretary

 Investec Bank plc (NOMAD & Joint Broker)                          Tel: +44 (0) 20 7597 5970
 Virginia Bull, Nick Prowting, James Smith

 Singer Capital Markets Limited (Joint Broker)                     Tel: +44 (0) 20 7496 3000
 Sara Hale, Tom Salvesen, Alex Bond

 Alma Strategic Communications                                     Tel: +44 (0) 203 405 0205
 Caroline Forde, Hannah Campbell, Emma Thompson

 

About Tribal Group plc

Tribal Group plc is a pioneering world-leader of education software and
services.  Its vision is to enable student success through expertise,
software and services on its journey to becoming a pure-play EdTech SaaS
business, with global reach. Its portfolio includes Student Information
Systems; a broad range of education services covering quality assurance, peer
review, benchmarking and improvement; and student surveys that provide the
leading global benchmarks for student experience. Working with Higher
Education, Further and Tertiary Education, schools, Government and State
bodies, training providers and employers, in over 55 countries; Tribal Group's
mission is to empower the world of education with products and services that
underpin student success.

 

 

Chief Executive's review

H1 FY25 has been defined by a healthy trading performance for the Group and
continued progress in the transformation of Tribal into a full-service, SaaS
business, with a growing proportion of our long-term SITS customer base now
having adopted Higher Education Full-Service licence (HEFS), introduced in
FY24. As a result, Group ARR grew by 5.5% to £59.9m at the end of the period,
and took another step forward by mid-August 2025 rising 12.7% to £64.0m since
the start of last year, reflecting the success of the first wave of customer
adoption and new customer contracts.

 

Growth in ARR, combined with a steady performance by Etio, saw overall Group
adjusted EBITDA and revenue growth in line with the Board's expectations. In
addition, net debt reduced by £6.1m to £3.9m at 30(th) June 2025.

 

Strategy

 

Our key strategic goal remains the transformation of Tribal to a pureplay
EdTech, SaaS business, making all our SIS products available in the cloud and
developing our modules to meet the evolving needs of education providers.

 

In line with this strategy, the principal focus this period has been
transitioning SITS customers onto the new subscription pricing model. In FY24,
Tribal introduced the HEFS licence, which involves offering a
subscription-based comprehensive package of products and services at one
transparent price. This licence supports customers in transitioning to a
cloud-based as-a-Service model, offering additional modules as part of the
bundle at no extra cost to the customer and without the need for a long
procurement cycle. This promotes standardisation and consistency across the
customer base, while enabling universities to improve efficiency and
ultimately achieve long-term cost savings.

 

Part of this strategy includes a new cloud proposal for customers, as
presented to customers at the Tribal Empower customer conference in July 2025,
which offers a lower initial cost for cloud services, made possible through
the optimisation work we have carried out in recent months, with the intention
of incentivising customer migration to the cloud.

 

Pleasingly, strong progress was made this half with 54 universities having
migrated to the new subscription-based pricing by mid-August 2025, accelerated
by ramped price incentives over a 3-5 year period and the strong value
proposition, as universities increasingly recognise the long-term value of the
full-service offering and subsequent streamlined transition to the cloud.

 

The subscription packages allow Tribal to benefit from a steady stream of
revenue, driving growth in high margin recurring SaaS revenues, as well as
increased cash flow generation, greater visibility and stable, long-term
customer relationships.

 

Within the vocational education market, we will continue to progress with
moving our offerings into the cloud and seeking to capitalise on a changing
competitive environment to grow our market share.

 

Market backdrop

 

The higher education sector continues to face a complex market backdrop as
mounting cost pressure on universities is causing a slowdown in market
activity. Factors contributing to this include declining international student
numbers, putting universities under financial strain with domestic students
not covering the costs of courses alone, resulting in course closures at many
universities.

 

Although these institutions still face financial pressures that may continue
to impact spending and we continue to support them in the best way we can,
this also serves as an opportunity for Tribal and our customers alike. The
stable costs offered by our standardised pricing and reduction in sales cycle
lengths, in addition to the value of our products themselves, supports
institutions to optimise operations and cost efficiencies and in turn drives
growth for the Group.

 

The opportunity in the vocational education market remains robust, with
changes in the competitive landscape and the prior investment into
improvements to the Tribal EBS and Maytas products enhancing the appeal of our
offering. While not a significant standalone market, vocational education
providers are seeking to modernise systems, boost efficiency, and comply with
evolving funding and policy reforms, providing us with the opportunity to
extend our share of the market.

 

 

Student Information Systems (SIS)

 

Higher Education

Our focus in the period has been the transition of existing higher education
customers to the new full-service subscription package, which has been
progressing well. This period has also seen the roll out of the first paid-for
SITS re-implementation program, to ensure universities are as best prepared as
possible for full cloud adoption.

 

We have continued to progress to plan the instalment of several key customers
on our SITS, Cloud, Dynamics and Maytas solutions following contract wins in
prior years. Key go-lives during the half include the University of Warwick
and the University of Wolverhampton which have both migrated to the Tribal
Cloud, as well as Cranfield University where we have implemented our Marketing
and Recruitment solution.

 

Post period end, we secured two major new SITS contracts: with Durham
University for the implementation of SITS Admissions, and with London South
Bank University for the full implementation of SITS, together generating ARR
of c1.0m.

 

This period also saw the launch of several upgrades across the product range
including a major Cloud-First SITS release, featuring new SaaS modules, over
800 APIs, and new database technology optimised for SaaS. Alongside this, a
new Cloud environment has been launched within AWS infrastructure to power the
future of our products, and our latest version of our Student Support &
Wellbeing solution now offers a new UI built on Microsoft Dynamics. Ongoing
developments include the transformation of our Admissions product to a next
generation, full-SaaS AI-ready solution, as well as upgrades to our TermTime
product for SaaS, both of which are expected to be available for sale to the
wider market during 2026.

 

Further Education and Vocational Education

Tribal's Further Education and Vocational Education offerings, EBS and Maytas,
have both performed well this period. We were particularly pleased to deliver
our first customer in the Scottish education sector, with North East Scotland
College (NESCol) now live with Tribal EBS, providing a strong case study as we
seek to win more of the 20+ colleges in Scotland.  There were also four
customer implementations during the half with Malvern University, Somerset
Council, Stockton on Tees borough council and Inspire.

 

We continue to enhance customer value and experience through regular product
improvements, with this period seeing the launch of the latest EBS version
that includes new functionality for the Scottish market as we support
expansion into new end markets. We have continuously driven product
development this period and are currently progressing the latest version of
our Maytas product, built for SaaS, which is expected to be released in H2.

 

Etio

 

As part of our strategy for targeting sustainable growth, 2024 saw the
development of Etio as a standalone business, bringing all our Education
Services businesses worldwide under a single, unified brand. As a result, H1
benefitted from more efficient operations, a strengthened global team and
repositioning in key markets. Performance was in line with expectations,
delivering £1.0m Operating Profit thanks to strong performance on ongoing
contracts and careful cost management.

 

While market activity remains subdued during H1 we have focussed on the
successful implementation of cost controls and strategic restructuring to
further develop our operating model. Through this we have achieved back-office
cost savings without reversing the benefits from investment in 2024. We
renewed our long-term project with Massachusetts Department of Elementary and
Secondary Education and signed a number of smaller contracts with government
customers in Saudi Arabia. We completed the mobilisation of our major new DfE
contract, Attendance Mentors Programme, successfully supporting 1,000 pupils
through our first wave of attendance support.

 

Continuing uncertainty in each of our core markets (UK, US and Middle East)
has limited the release of new education-based tenders. However, as we enter
H2 we are seeing encouraging signs from customers in the UK and Middle East
with some near and medium term opportunities entering the funnel and are
confident in a positive full year performance.

 

Operations and people

 

As our pricing strategy has evolved, so too has our organisational structure.
To meet the differing demands of operating as a Full-Service SaaS business, we
have been focusing on the people and culture behind the service we provide and
removing internal inefficiencies to maximise full impact, which has led to
improvements to all facets of customer engagement and delivery.

 

We introduced a new Customer Delivery organisation this year which brought
together core teams across Customer Services and Support, expert Advisory and
Professional Services teams and Project Delivery professionals. Over H1 this
has enabled the streamlining across our operations, reducing friction in the
customer experience and ensuring that we are equipped to meet increasing
customer demands and growth opportunities.

 

The significant improvements in how we support customers is evidenced this
period by an increase in customer satisfaction KPIs. So far, we have already
seen an improvement in average call resolution times from 14 days in January
25 to 6.4 days in July 2025. This progress is occurring against a backdrop of
sustained and successful delivery of a range of projects in all product areas,
delivering time to value for our customers with earlier go lives and
increasing satisfaction.

 

Elsewhere, Tribal team members have continued their commitment to
educationally focussed social initiatives. Our volunteering partnership with
Chapter One centres on transforming children's futures with 1:1 reading
support. Tribal has been shortlisted for an award in the Chapter One School
Recognition Awards 2025 for our consistent commitment, evidenced by hundreds
of hours of direct support to young learners in need.

 

Focus for H2 2025 and Outlook

 

Having achieved our principal aim in H1 of transitioning a large proportion of
existing HE customers onto the full-service licence, the strategy for H2 and
beyond re-focusses on migrating customers onto the Tribal Cloud to drive cloud
services revenue growth, building on the momentum in our Further Education and
Vocational Education software offering and returning Etio to growth and margin
contribution.

 

Trading in H2 has started very well, with two new major SITS customers secured
and the adoption of HEFS by an additional 34 customers, taking Group ARR to
£64.0m.

 

With our strong foundation of recurring revenue and long-term customer
relationships, underpinned by the operational benefits of running as a
full-service SaaS business and the anticipated continuation of legacy
Australian contracts into H2, the Board is increasingly positive about
delivering FY25 results ahead of current market expectations.

 

Mark Pickett

Chief Executive Officer

 

 

 

 

Financial
review

Results

 £m                                  2025 H1  2024 H1    2024 H1(2)          Change constant currency  Change constant currency %

Reported

                                                         Constant currency
 Revenue                             45.3     44.9       44.3                1.0                       2.3%
 Student Information Systems         36.1     35.2       34.6                1.5                       4.2%
 Etio                                9.2      9.7        9.7                 (0.4)                     (4.5)%
 Gross Profit                        22.3     21.8       21.3                1.0                       4.5%
 Gross Profit Margin                 49.2%    48.5%      48.1%               1.0%                      1.0pp

 Adjusted Operating Margin
 (Before Central Overheads)          14.8     14.4       13.8                0.9                       6.8%
 Student Information Systems         13.8     13.5       13.0                0.7                       5.7%
 Etio                                1.1      0.9        0.8                 0.2                       24.3%
 Central Overheads(3)                (6.7)    (6.8)      (6.6)               (0.1)                     1.2%
 Net Foreign exchange (losses)/gain  0.2      (0.2)      (0.2)               0.4                       208.3%
 Adjusted EBITDA(1)                  8.3      7.4        7.0                 1.3                       18.4%
 Adjusted EBITDA(1) Margin           18.4%               15.9%               2.5%                      2.5pp

                                              16.4%
 Statutory Profit Before Tax         5.6      1.0        0.6                 5.0                       848.6%
 Statutory Profit After Tax           3.9      1.4       0.9                 3.0                       323.6%
 Annual Recurring Revenue            59.9     57.0       56.8                3.1                       5.5%

 

 1.  Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing
     operations and are calculated by taking the Adjusted EBITDA after the
     allocation of Central Overheads and excludes Interest, Tax, Depreciation and
     Amortisation and exceptional items of £2.4m (2024: £5.7m), refer to Note 5.
 2.  2024 results updated for constant currency - the Group has applied 2025
     foreign exchange rates to 2024 results to present a constant currency basis.
     On a constant currency basis there is a decrease in Revenue of £0.6m and a
     decrease to Adjusted EBITDA of £0.4m.
 3.  Central Overheads are made up of costs that are not directly attributable to
     either Student Information Systems or Education Services.

 

The financial review presents the reported results for H1 2025 and H1 2024,
together with the H1 2024 results restated to 'constant currency' using 2025
exchange rates. The year-on-year change is shown against the H1 2024 constant
currency numbers. In addition to EBITDA and Adjusted EBITDA, the presentation
disclosed as "Constant currency" is an alternative performance measure, not a
statutory reporting measure prepared in line with International Financial
Reporting Standards (IFRS). The Group has chosen to present its results on a
constant currency basis to reflect the year-on-year performance of the
business and eliminate the translational impact of foreign exchange movements
in the period. 26.8% (H1 2024: 33.2%) of Tribal's revenue in the period was
generated outside the UK.

 

Revenue in the six months ended 30 June 2025 was up 2.3% to £45.3m (H1 2024:
£44.3m) consisting of £1.5m growth in SIS and £0.4m reduction in Etio.

 

Student Information Systems revenue increased by 4.2% to £36.1m (H1 2024:
£34.6m).

 

Core revenue increased by 9.6% to £32.9m (H1 2024: £30.1m).

 

Software and support grew by 10.5% to £21.1m (H1 2024: £19.1m) with strong
growth across SITS, EBS, Timetabling and Student Support & Wellbeing,
driven through new customers and upsells to the existing base.

 

Foundation cloud services grew by 16.5% to £7.2m (H1 2024: £6.1m)
benefitting from both Warwick and Wolverhampton Universities going live and
increased student numbers across the base. Cloud services were also assisted
by the increased EBS sales.

 

Professional Services revenues were stable at £4.7m (H1 2024: £4.8m).

 

Other Software and Services revenue saw an expected decrease to £3.1m (H1
2024: £4.5m) due to the completion of two out of the three legacy contracts
in Australia. H1 includes £2.0m of legacy contract revenue. The last
remaining contract is now expected to conclude during the second half of 2025,
which is later than anticipated and the timing remains uncertain.

 

Etio revenue decreased by 4.5% to £9.2m (H1 2024: £9.7m). School Inspections
and Related Services decreased to £7.9m (H1 2024: £8.3m) with the completion
of the Subject Specific Training Online (SSTO) for the Emirates School
Establishment and National Tutoring Programme for the DfE in the UK, offset by
the commencement of the Attendance Monitors contract.

 

Surveys and Data Analytics revenue stayed stable at £1.3m (H1 2024: £1.3m)
with £0.2m upside in surveys offset by £0.2m decline in Benchmarking.

 

Adjusted EBITDA increased £1.3m to £8.3m (H1 2024: £7.0m) and adjusted
EBITDA margin increased to 18.4% (H1 2024: 15.9%), through a strong
performance in both SIS and Etio (£0.9m increase) combined with a £0.4m
forex shift. Following the good H1 trading performance and with certain
Australian contracts now expected to continue into H2, the Board anticipates
an improved H2 EBITDA performance, albeit not as strong as H2 FY24, which
benefitted from the recognition of certain delayed one-off revenue in relation
to student numbers, and a positive Forex impact.

 

Student Information Systems

 

Adjusted Operating Margin increased to £13.8m (H1 2024: £13.0m) and margin
increased to 38.2% (H1 2024: 37.7%) due to continuing efficiency improvements
in Property, Cloud and Professional Services, which more than offset the
decline in high margin legacy contracts.

 

Etio Adjusted Operating Margin increased to £1.1m (H1 2024: £0.8m) and
Adjusted Margin increased to 11.4% (H1 2024: 8.7%). Higher margin contracts
and back-office efficiencies led to improved margins despite lower revenues.

 

Central Overheads representing costs in HR, IT, Finance, Marketing, Management
and Board that aren't directly attributable to lines of business were stable
at £6.7m (H1 2024: £6.6m) despite inflationary pressures. The Group
continues to focus on standardisation of processes across the Group to
drive efficiency.

 

Statutory Profit after Tax for the year increased by £3.0m to £3.9m (H1
2024: £0.9m), mainly driven by increased Adjusted EBITDA of £1.3m, a
reduction of exceptional costs of £2.8m to £0.6m (H1 2024: £3.4m) offset by
an increased tax charge of £2.1m to £1.7m (H1 2024: £0.3m credit).
Exceptional costs in the prior period included £2.8m for the NTU settlement
agreement and associated legal fees. The higher tax charge is due to the prior
period benefitting from a one-off recognition of deferred tax assets.

 

Product Development Costs

 

The Group invested £5.5m (H1 2024 reported: £5.4m) in product development
activity in relation to Admissions, Timetabling and Dynamics products, of
which £1.7m was capitalised (H1 2024: £2.5m). As previously announced,
development activities reached their peak during 2022, and the team was
reduced part way through 2023 to align to our development strategy. Expensed
product development increased 32.0% to £3.7m (2024: £2.8m) due to
investments across SITS, EBS and timetabling.

 

Key performance indicators (KPIs)

 £m                                                 H1 2025  H1 2024 Reported  H1 2024 Constant Currency  Change Constant Currency  Change Constant Currency %
 Revenue                                            45.3     44.9              44.3                       1.0                       2.3%
 - Student Information Systems                      36.1     35.2              34.6                       1.5                       4.2%
 - Etio                                             9.2      9.7               9.7                        (0.4)                     (4.5)%
 Adjusted EBITDA(1)                                 8.3      7.4               7.0                        1.3                       18.4%
 Adjusted EBITDA Margin(1)                          18.4%    16.4%             15.9%                      2.5%                      2.5pp
 Annual Recurring Revenue (ARR)vs Dec 2024(2)       59.9     57.0              56.8                       3.1                       5.5%
 Gross Revenue Retention (GRR)(3)                   93%      94%                                          (0.7pp)
 Net Revenue Retention (NRR) (3)                    105%     107%                                         (2.0pp)
 Etio Committed Income (Order Book) vs Dec 2024(6)  32.3     35.1              34.2                       (1.8)                     (5.4)%
 Operating Cash Conversion(5)                       47.7%    51.4%             53.6%                      (8.7%)                    (8.7pp)
 Free Cash (Out)/In Flow                            (0.8)    (1.9)             (1.9)                      1.1                       57.9%
 Staff Retention                                    95.9%    94.2%             94.2%                      1.7%                      1.7pp
 Revenue per SIS FTE(4)                             £54.1k   £52.0k            £51.1k                     £3.0k                     5.9%

 

 1.  Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing
     operations and exclude charges reported in 'Exceptional Items' of £0.6m (H1
     2024: £3.4m), refer to note 6.  EBITDA is calculated by taking the Adjusted
     Operating Profit after the allocation of Central Overheads and excludes
     Interest, Tax, Depreciation and Amortisation.
 2.  Annual Recurring Revenue is a forward-looking metric. Includes exit rate
     annualised recurring revenue, plus future contracted recurring revenue yet be
     delivered, and known losses within the next 12 months where customers have
     given notice.
 3.  GRR is calculated as a 12-month rolling percentage of recurring revenue
     retained from existing customers at 1 July including contract expiry,
     cancellations or downgrades in the year. NRR is calculated as a percentage of
     recurring revenue retained from existing customers at 1 July including upsells
     as well as contract expiry, cancellations or downgrades in the year.
 4.  Revenue per SIS FTE is the average SIS and Group overhead FTE for the year
     excluding average FTE associated with capitalised Product Development. In H1
     2025 48 FTE were capitalised (H1 2024: 72). Revenue used is that generated by
     SIS and excludes Etio revenue.
 5.  Operating cash conversion is calculated as net cash from operating activities
     before tax, excluding cash outflow of £nil (H1 2024: £0.3m) from an aborted
     takeover, £0.6m (H1 2024: £1.4m) of restructuring costs and £0.8m (2024:
     £nil) of NTU settlement as a proportion of Adjusted EBITDA.
 6.  Committed Income (Order Book) refers to the Total Contract Value of booked
     sales orders which have not yet been delivered. This has only been stated in
     respect of Etio as Annual Recurring Revenue is a more suitable metric for SIS.

 

Annual Recurring
Revenue

 

ARR is a key forward-looking financial metric of the Group and is an area of
strategic focus. Our aim is to grow ARR in our core products through the
delivery of SaaS contracts, providing increased quality of earnings.  The
HEFS proposition provides a number of customers a stepped increase to the new
price, over a 3 or 5 year period. The ARR number reflects the final position
that will be reached in accordance with their contract.

 

ARR increased by 5.5%, £3.1m in six months to £59.9m (FY2024: £56.8m).

 

Core product ARR increased by 5.7% to £57.7m (FY 2024: £54.5m). Software and
Support increased £2.4m, 5.8% to £43.1m (FY 2024: £40.7m), with an
additional £1.3m from 16 existing SITS customers moving to HEFS, £0.3m from
new customers mainly from our EBS product, with the remaining growth through
smaller uplifts across the base. Increases in ARR due to HEFS will typically
be phased over a 5-year period, with average revenue recognised equally over
the length of the contract. Foundation Cloud Services increased 5.6%, £0.8m
to £14.6m (FY 2024: £13.8m) with uplifts across our existing customer base.
Other software and services ARR has remained stable at £2.2m (FY 2024:
£2.2m). All of the major non-core Australian contracts have already been
removed from ARR, with a slower rate of decline expected going forward in
relation to SchoolEdge.

 

GRR 93% (H1 2024: 94%) has decreased 1pp. The metric was impacted by the
completion of two non-core legacy Australian contracts with both the
Department of Education and British Council. Excluding these items our core
underlying GRR is running at an excellent 98%, demonstrating the consistent
retention by customers of our core products.

 

NRR 105% (H1 2024: 107%) has decreased by 2pp mainly driven by the reduction
in GRR.

 

Committed Income (Order Book)

 

Committed Income (Order Book) relates to the total contract value of orders
across Etio, which have been signed on or before, but not delivered by 30 June
2025.  Annual Recurring Revenue is used by the Board as a more suitable
metric for SIS.  At 30 June 2025 this decreased to £32.3m (2024: £34.2m) as
long term contracts have unwound within Etio such as NCETM.

 

Operating cash conversion

 

Operating cash conversion has decreased to 47.7% (H1 2024: 53.6%) and reflects
the traditional seasonality of software renewals which are weighted to the
second half of the year. It is calculated as net cash from operating
activities before tax, excluding cash outflows from exceptionals and movements
in restricted cash, as a proportion of Adjusted EBITDA. Exceptional cash
outflows include £0.6m (H1 2024: £1.4m) of restructuring costs and £0.8m
(H1 2024: £nil) in relation to the NTU settlement.

 

Free cash flow

 

Free cash flow is included as a key indicator of the cash that is generated
(or absorbed) by the Group and is available for acquisition-related
investment, financing costs or distribution to shareholders. It is calculated
as net cash generated, before dividends, interest and finance charges. Free
cash flow in H1 2025 improved to an outflow of £(0.8)m (H1 2024 outflow of
£(1.9)m reported) as net cash from operating activities before tax increased
to £2.4m (H1 2024: £2.0m) and investment in capitalised product development
decreased to £1.7m (H1 2024: £2.5m).

 

Full time equivalent (FTE) and staff retention

 

Our overall workforce has increased by 2.2% to a total FTE of 901 at 30 June
2025 from 882 at 30 June 2024. Largely due to the employment of mentors for
the Etio DfE Attendance Mentors contract.

 

On an operational FTE basis (excluding Capitalised Product Development), the
revenue per average SIS FTE increased to £54.1k (H1 2024: £51.1k).

 

The reduction in headcount reflects our drive for operational efficiencies and
reduction in Edge product development, whilst growing our Philippines global
business centre. Staff retention has increased to 95.9% (H1 2024: 94.2%).

 

Exceptionals

 

The Group has adopted a policy of disclosing separately on the face of its
Group income statement the effect of any components of financial performance
considered by the Directors to be not directly related to the trading business
or significant one-off events, for which separate disclosure would assist in a
better understanding of the financial performance achieved. The charge in H1
2025 was £0.6m (H1 2024: £3.4m)

 

A full explanation of 'Exceptional items' is included in Note 6, however the
main items are as follows:

 ·             Group restructuring and associated costs: £0.6m relates to restructuring
               costs as the operating model transitions to an Edtech SaaS business (H1 2024:
               £0.5m).
 ·             NTU Settlement and associated costs: Costs of £Nil relates to the settlement
               agreed in May 2024 and associated legal fees (H1 2024: £2.8m).
 ·             The remaining costs in H1 2024 were £0.1m relating to of the lapsed offer for
               Tribal Group plc.

Net Cash and Cash Flow

 £m                                                    H1 2025  H1 2024  Change
 Net cash flow from operating activities before tax    2.4      2.0      0.4
 Tax paid                                              (0.8)    (1.0)    0.2
 Purchases of PPE                                      (0.3)    (0.1)    (0.2)
 Net lease payments                                    (0.4)    (0.4)    0.0
 Capitalised product development                       (1.7)    (2.5)    0.8
 Proceeds from shares                                  0.0      0.1      (0.1)
 Free cash flow                                        (0.8)    (1.9)    1.1
 Net cash outflow from other financing activities      (0.3)    (2.6)    2.3
 Net decrease in cash & cash equivalents               (1.1)    (4.5)    3.4
 Cash & cash equivalents at beginning of the year      5.3      6.8      (1.5)
 Effect of foreign exchange rate changes               0.1      (0.3)    0.5
 Net cash & cash equivalents at end of period          4.3      2.0      2.4
 Restricted cash                                       (0.2)    -        (0.2)
 Borrowings                                            (8.0)    (12.0)   4.0

 Net debt at end of period                             (3.9)    (10.0)   6.2

 

Net debt and cash equivalents excluding restricted cash of £0.2m at 30 June
2025 were (£3.9)m (H1 2024: (£10.0)m). The opening position in 2025 was
significantly improved by positive cashflows in H2 2024.

 

Operating cash inflow before tax for the period was £2.4m (H1 2024: £2.0m),
£0.4m higher than last year with higher operating profits offset by working
capital movements. This was after the cash impact of exceptional items of
£1.4m (2024: £1.7m).

Spend on product development decreased to £1.7m (H1 2024: £2.5m) in line
with the Group's product investment programme.

 

Cash outflow from other financing activities (per table above) decreased to
(£0.3m) (H1 2024: £(2.6)m), due to £2m repayment of the net loan facility
in the previous year and lower bank interest paid of £0.3m (H1 2024: £0.6m).

 

Restricted cash relates to funds of £0.2m (2024: £Nil) to settle contractual
payments under a grant scheme that the Group administers for the Department
for Education.

 

Funding arrangements

 

On 29 December 2023 the Group entered a three-year £20m multicurrency
revolving facility with a further £5m accordion with HSBC, with the option to
extend by a further two years. In January 2025 the first one-year extension
was activated with the second available later in 2025. The facility was put in
place to cover general corporate and working capital requirements of the Group
and as at 30 June 2025 £8.0m (H1 2024: 12.0m) of the loan was utilised. The
Group has a £2m committed overdraft facility in the UK and an AUD $2m
committed overdraft facility in Australia; both facilities are committed for a
12-month period ending August 2025 and October 2025 respectively. As at 30
June 2025 none of the overdraft facilities were utilised (30 June 2024: £2.9m
drawn of the GBP facility).

 

Shareholders returns and dividends

 

As announced on 28 May 2025, an interim dividend in respect of the year ended
31 December 2024 of 0.65p per share was paid on 24 July 2025.

 

Diane McIntyre

Chief Financial Officer

 

 

Condensed consolidated income statement

For the six months to 30 June 2025

 

                                                                      Six months    Six months   Year

                                                                      ended       ended           ended

                                                                      30 June     30 June        31 December

                                                               Note   2025        2024           2024

                                                                      £'000       £'000          £'000

 Revenue                                                       4      45,286      44,942         90,008
 Cost of sales                                                        (23,014)    (23,149)       (46,513)
 Gross profit                                                         22,272      21,793         43,495
 Total administrative expenses                                        (16,311)    (20,143)       (36,602)
 Operating profit                                              4      5,961       1,650          6,893
 Analysed as:
 Operating profit (before exceptional items)                          6,521       5,059          12,465
 Exceptional items                                             6      (560)       (3,409)        (5,572)
 Operating profit (EBIT)                                              5,961       1,650          6,893
 Finance income                                                       0           1              137
 Finance costs                                                 7      (317)       (628)          (1,172)
 Profit before tax                                                    5,644       1,023          5,858
 Tax credit/(charge)                                           8      (1,730)     329            (370)
 Profit attributable to the owners of the parent                      3,914       1,352          5,488
 Earnings per share
 Basic                                                         9      1.8p        0.6p           2.6p
 Diluted                                                       9      1.8p        0.6p           2.5p

 

 

All activities are from continuing operations.

 

 

Condensed consolidated statement of comprehensive income and expense

For the six months to 30 June 2025

 

                                                                               Six months  Six months  Year

                                                                               ended       ended        ended

                                                                               30 June     30 June     31 December

                                                                               2025        2024        2024

                                                                               £'000       £'000       £'000

 Profit for the period                                                         3,914       1,352       5,488

 Other comprehensive expense
 Items that will not be reclassified subsequently to profit or loss:

 Re-measurement of defined benefit pension schemes                             -           -           (89)
 Deferred tax on measurement of defined benefit pension schemes                                        (8)

 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                     (671)       (61)        (1,453)

 Other comprehensive expense for the period net of tax                         (671)       (61)        (1,550)

 Total comprehensive income for the period attributable to equity holders of   3,243       1,291       3,938
 the parent

 

 

Condensed consolidated balance sheet

As at 30 June 2025

 

                                                                            30 June   30 June   31 December

                                                                            2025      2024      2024

                                                                     Note   £'000     £'000     £'000
 Non-current assets
 Goodwill                                                            10     27,258    28,354    27,600
 Other intangible assets                                             11     50,527    50,787    50,041
 Property, plant and equipment                                              665       655       621
 Right of use assets                                                        1,157     1,998     1,693
 Deferred tax assets                                                        6,854     7,306     6,873
 Retirement benefit scheme assets                                           102       81        102
                                                                            86,563    89,181    86,930
 Current assets
 Trade and other receivables                                         13     13,025    13,369    16,197
 Contract assets                                                            2,988     4,408     3,441
 Current tax assets                                                         163       212       1,206
 Cash and cash equivalents                                           12     4,355     4,853     5,293
                                                                            20,531    22,842    26,137
 Total assets                                                               107,094   112,023   113,067
 Current liabilities
 Trade and other payables                                            14     (6,055)   (7,660)   (7,034)
 Contract liabilities                                                       (24,562)  (21,343)  (29,783)
 Accruals                                                                   (6,881)   (9,524)   (9,193)
 Current tax liabilities                                                    (2,080)   (1,741)   (2,352)
 Lease liabilities                                                          (530)     (685)     (706)
 Borrowings                                                          18     -         (2,888)   -
 Provisions                                                          15     (268)     (475)     (502)
                                                                            (40,376)  (44,316)  (49,570)
 Net current liabilities                                                    (19,845)  (21,474)  (23,433)
 Non-current liabilities
 Contract liabilities                                                       (32)      (165)     (26)
 Lease liabilities                                                          (577)     (1,208)   (903)
 Other payables                                                      14     (32)      (975)     (66)
 Deferred tax liabilities                                                   (2,634)   (2,940)   (2,547)
 Borrowings                                                          18     (8,000)   (12,000)  (8,000)
 Provisions                                                          15     (485)     (431)     (489)
                                                                            (11,760)  (17,719)  (12,031)
 Total liabilities                                                          (52,136)  (62,035)  (61,601)
 Net assets                                                                 54,958    49,988    51,466
 Equity
 Share capital                                                       16     10,709    10,679    10,693
 Share premium                                                              83        83        83
 Other reserves                                                             29,520    29,047    29,287
 Accumulated profits                                                        14,646    10,179    11,403
 Total equity attributable to equity holders of the parent                  54,958    49,988    51,466

 

 

Condensed consolidated cash flow statement

For the six months to 30 June 2025

 

                                                                                Six months ended 30 June  Six months ended 30 June  Year ended 31 December

                                                                                2025                      2024                      2024

                                                                                £'000                     £'000                     £'000

                                                                         Note
 Net cash from operations                                                17     1,538                     1,025                     12,710
 Investing activities
 Purchases of property, plant and equipment                                     (246)                     (87)                      (273)
 Expenditure on intangible assets                                        11     (1,725)                   (2,517)                   (4,427)
 Payment of deferred contingent consideration for acquisitions                  -                         -                         -
 Proceeds from sub-leases                                                       -                         17                        17
 Net gain on forward contracts                                                  -                         -                         -
 Net cash outflow from investing activities                                     (1,971)                   (2,587)                   (4,683)
 Financing activities
 Interest paid                                                                  (288)                     (612)                     (1,066)
 Loan arrangement fees                                                          -                         34                        -
 Loan drawdown                                                           18     -                         5,000                     8,000
 Loan repayment                                                          18     -                         (7,000)                   (14,000)
 Gross proceeds on issue of shares                                       16     16                        68                        82
 Equity dividend paid                                                           -                         -                         (1,389)
 Principal paid on lease liabilities                                            (374)                     (420)                     (768)
 Interest paid on lease liabilities                                             (26)                      (38)                      (76)
 Net cash used in financing activities                                          (672)                     (2,968)                   (9,217)
 Net decrease in cash and cash equivalents                                      (1,105)                   (4,530)                   (1,190)
 Net cash and cash equivalents at beginning of period                           5,293                     6,797                     6,797
 Effect of foreign exchange rate changes                                        167                       (302)                     (314)
 Net cash and cash equivalents at end of period                          12     4,355                     1,965                     5,293

 

 

Condensed consolidated statement of changes in equity

For the six months to 30 June 2025

 

                                                                                    Share Capital        Share Premium     Other reserves       Accumulated profits        Total Equity

                                                                                    £'000                £'000             £'000                 £'000                     £'000
 Balance at 31 December 2023                                                                      10,611          83              28,893                 8,888                         48,475
 Profit for the period                                                                            -               -               -                      1,352                         1,352
 Other comprehensive expense for the period                                                       -               -               -                      (61)                          (61)
 Total comprehensive income for the period                                                        -               -               -                      1,291                         1,291
 Issue of equity share capital                                                                    68              -               -                      -                             68
 Credit to equity for share-based payments                                                        -               -               154                    -                             154
 Contributions by and distributions to owners                                                     68              -               154                    -                             222
 Balance at 30 June 2024                                                                          10,679          83              29,047                 10,179                        49,988
 Profit for the period                                                                            -               -               -                      4,136                         4,136
 Other comprehensive expense for the period                                                       -               -               -                      (1,489)                       (1,489)
 Total comprehensive income for the period                                                        -               -               -                      2,647                         2,647
 Equity dividend paid                                                                             -               -               -                      (1,389)                       (1,389)
 Issue of equity share capital                                                                    14              -               -                      -                             14
 Credit to equity for share-based payments                                                        -               -               240                    -                             240
 Tax credit on credit to equity for share-based payments                                          -               -               -                      (34)                          (34)
 Contributions by and distributions to owners                                                     14              -               240                    (1,423)                       (1,169)
 Balance at 31 December 2024                                                                      10,693          83              29,287                 11,403                        51,466
 Profit for the period                                                                            -               -               -                      3,914                         3,914
 Other comprehensive expense for the period                                                       -               -               -                      (671)                         (671)
 Total comprehensive income for the period                                                        -               -               -                      3,243                         3,243
 Issue of equity share capital                                                                    16              -               -                      -                             16
 Credit to equity for share-based payments                                                        -               -               233                    -                             233
 Contributions by and distributions to owners                                                     16              -               233                    -                             249
 Balance at 30 June 2025                                                                   10,709                 83                     29,520                   14,646         54,958

 

 

Notes to the condensed consolidated financial information

for the six months to 30 June 2025

 

1.         General information

 

The condensed consolidated financial information for the six months ended 30
June 2025 was approved by the Board of Directors on 18 August 2025. This
condensed consolidated interim financial information does not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006.

 

Statutory accounts for the year ended 31 December 2024 were approved by the
Board of Directors on 26 March 2025.  A copy of the statutory accounts for
that year has been delivered to the Registrar of Companies.  The auditor
reported on those accounts: its report was unqualified, and did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.

 

2.         Accounting policies

 

The condensed consolidated set of financial statements included in this
half-yearly financial report has been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Services Authority and IAS
34 "Interim Financial Reporting".

 

The condensed consolidated financial information should be read in conjunction
with the annual financial statements for the year ended 31 December 2024 which
have been prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006.

 

In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were as stated within the
consolidated financial statements for the year ended 31 December 2024.

 

The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2024.

 

3.         Going concern

 

Tribal had cash and cash equivalents of £4.4m at the end of H1 2025, and
borrowings of £8.0m. The Group has access to a £2.0m committed overdraft
facility in the UK and a $AUD 2.0m committed overdraft facility in Australia.
As at 30 June 2025 there was $2.0m available but undrawn in respect of the AUS
overdraft facility and £2.0m available but undrawn in respect of the UK
overdraft facility. Tribal Group plc has undertaken to make adequate financial
resources available to the Group to meet its current and future obligations as
and when they fall due.

 

Tribal's main business is software related through the provision of Student
Information Systems (SIS) to education institutions globally. Revenue is
generated from the sale of software licenses and related implementation work,
and the ongoing provision of support & maintenance and cloud/hosting
services. The Group benefits from strong annual recurring revenues and cash
generation, it also has a significant pipeline of committed income for the
remainder of 2025 and into 2026 which provides a good level of protection and
certainty to the business. The Group's net current liability position has
decreased to £19.8m from £23.4m, mainly driven by net contract liabilities
relating to deferred customer revenue recognised in accordance with IFRS 15.

 

The Group had a positive start to the year, closing several significant sales
to new and existing customers, and expanding its global footprint. The
investments the Group continue to make position Tribal at the forefront of
this evolution in the industry. The start of the year has been cash generative
and although management anticipates an improved cash position by year end, a
net debt position is still expected. Management is monitoring costs closely
and would also introduce cost saving measures to mitigate the impact on profit
and cash if necessary.

 

The Company has guaranteed the year-end liabilities of its subsidiaries.

 

In assessing the Group's going concern position the Directors have considered
all relevant facts, latest forecasts, an assessment of the risks faced by the
Group, and considered potential changes in trading performance. In addition,
management have sufficiently stress tested the latest forecasts to the point
where either the Group cannot meet its liabilities or is in breach of banking
covenants and have concluded that this position is highly unlikely, and
therefore does not have a significant impact on the Group's ability to
continue as a going concern. Accordingly, the Directors have a reasonable
expectation that the Group and the Company have adequate resources to continue
in operational existence for at least 12 months from the date of approval of
the financial statements and the foreseeable future. Thus, they continue to
adopt the going concern basis in preparing the financial statements.

 

4.         Segmental analysis

 

Information reported to the Group's Chief Executive Officer for the purposes
of resource allocation and assessment of segment performance is focused on the
nature of each type of activity. The Group's reportable segments and principal
activities under IFRS 8 are detailed below:

 

 ·           Student Information ("SIS") represents the delivery of software and subsequent
             maintenance and support services and the activities through which we deploy
             and configure our software for our customers, including software solutions,
             asset management and information managed services; and

 ·           Etio ("Etio") represents inspection and review services which support the
             assessment of educational delivery, and a portfolio of performance improvement
             tools and services, including analytics.

 

In accordance with IFRS 8 'Operating Segments' information on segment assets
is not shown as this is not provided to the Chief Operating decision-maker,
being the Chief Executive.  Inter-segment sales are charged at prevailing
market prices.

 

                                                                                       Total Revenue                     Adjusted segment operating profit
                                                                               Six months      Six months  Year          Six months    Six months    Year

                                                                               ended           ended       ended         ended         ended         ended

                                                                               30 June         30 June     31 December   30 June       30 June       31 December

                                                                               2025            2024        2024          2025          2024          2024

                                                                               £'000           £'000       £'000         £'000         £'000         £'000
 SIS                                                                           36,060          35,208      72,742        12,477        12,210        24,938
 Etio                                                                          9,226           9,734       17,266        981           768           409

 Total                                                                         45,286          44,942      90,008        13,458        12,978        25,347
 Unallocated corporate expenses                                                                                          (6,659)       (7,236)       (11,921)
 Amortisation of acquired software and customer contracts & relationships

                                                                                                                         (278)         (683)         (961)
 Adjusted operating profit                                                                                               6,521         5,059         12,465
 Exceptional items                                                                                                       (560)         (3,409)       (5,572)

 Operating profit                                                                                                        5,961         1,650         6,893

 

Depreciation and amortisation is allocated to segment profits and is included
in adjusted segment operating profit as above. The amount included in SIS is
£1.5m (30 June 2024: £1.3m; 31 December 2024 £2.7m) and within Etio £0.1m
(30 June 2024: £0.1m; 31 December 2024: £0.2m). The accounting policies of
the reportable segments are the same as the Group's accounting policies.
Segment profit represents the profit earned by each segment, without the
allocation of central administration costs, including Directors' salaries,
finance costs and income tax expense.  This is the measure reported to the
Group's Chief Executive for the purpose of resource allocation and assessment
of segment performance.

 

Within Etio revenues of approximately 9% (31 December 2024: 9%) have arisen
from the Segment's largest customer: within SIS revenues of approximately 4%
(31 December 2024: 4%) have arisen from the Segment's largest customer. These
percentages are calculated against total revenue.

 

Geographical information:

Revenue from external customers, based on location of the customer, are shown
below:

                     Six months  Six months  Year

                     ended       ended       ended

                     30 June     30 June     31 December

                     2025        2024        2024

                     £'000       £'000       £'000
 UK                  33,151      30,040      62,589
 Australia           6,902       7,650       14,479
 Other Asia Pacific  2,176       2,479       4,988
 North America       1,782       2,259       3,243
 Rest of the world   1,275       2,514       4,709
                     45,286      44,942      90,008

 

5.         Alternative Performance Measures (APM)

 

A number of non-IFRS adjusted profit measures are used in this Annual Report
and financial statements. Exceptional items are excluded from our headline
performance measures by virtue of their size and nature, in order to reflect
management's view of the underlying performance of the Group.

 

Summarised below is a reconciliation between statutory results to adjusted
results. The Group believes that alternative performance measures such as
adjusted EBITDA are commonly reported by companies in the markets in which it
competes and are widely used by investors in comparing performance on a
consistent basis without regard to factors such as depreciation and
amortisation, which can vary significantly depending upon accounting methods
(particularly when acquisitions have occurred), or based on factors which do
not reflect the underlying performance of the business. The adjusted profit
after tax earnings measure is also used for the purpose of calculating
adjusted earnings per share.

 

                                                                      Six months                           Six months                   Year

                                                                      ended                                ended                        ended

                                                                      30 June                              30 June                      31 December

                                                                      2025                                 2024                         2024

                                                                      £'000                                £'000                        £'000
 Statutory operating profit                                           5,961                                1,650                        6,893
 Amortisation of Development cost and acquired Intellectual Property  961                                  927                          1,910
 Amortisation of other intangibles                                    4                                    4                            8
 Depreciation on Property, Plant & Equipment                          182                                  233                          433
 Depreciation of right of use assets                                  402                                  445                          889
 Amortisation of software and customer contracts & relationships      278                                  683                          961
 Exceptional costs                                                    560                                  3,409                        5,572
 Adjusted Operating Profit (EBITDA)                                                                   8,348                 7,351       16,666

                                                                                          Six months                        Six months  Year

                                                                                          ended                             ended       ended

                                                                                          30 June                           30 June     31 December

                                                                                          2025                              2024        2024

                                                                                          £'000                             £'000       £'000
 Adjusted EBITDA                                                                          8,348                             7,351       16,666
 Exceptional items                                                                        (560)                             (3,409)     (5,572)
 EBITDA before exceptional items                                                          7,788                             3,942       11,094
 Depreciation & amortisation                                                              (1,827)                           (2,292)     (4,201)
 Operating profit (EBIT)                                                                  5,961                             1,650       6,893
 Net financing costs                                                                      (317)                             (627)       (1,035)
 Profit before tax                                                                        5,644                             1,023       5,858

 

6.    Exceptional items

 

                                           Six months  Six months  Year

                                           ended       ended       ended

                                           30 June     30 June     31 December

                                           2025        2024        2024

                                           £'000       £'000       £'000
 Takeover costs                            -           (88)        (191)
 Etio restructure                          -           (274)       (288)
 Impairment of development costs           -           -           (1,405)
 NTU Settlement and associated costs       -           (2,844)     (3,023)
 Group restructuring and associated costs  (560)       (203)       (665)
 Total exceptional items                   (560)       (3,409)     (5,572)

 

Exceptional items are not part of the Group's underlying trading activities
and include the following:

 

Restructuring and associated costs relate to the restructuring of the Group's
operations, including properties and the Etio Restructure £0.6m. (30 June
2024: £0.5m; 31 December 2024: £1.0m). These costs relate to one-off
initiatives that support the Group's transition to a Pureplay EdTech, SaaS
business.

 

Takeover costs: Amounts relating to the lapsed offer for Tribal Group plc by
Ellucian. Costs of £nil (30 June 2024: £0.1m; 31 December 2024: £0.2m) were
spent on due diligence and external advisors.

 

NTU Settlement and associated costs: Amounts payable in respect of the full
and final settlement with Nanyang Technological University ("NTU") resolving
all outstanding issues in relation to the contract between Tribal and NTU
which was terminated on 23 March 2023 of £nil (30 June 2024: £2.8m; 31
December 2024 £3.0m) .

 

Impairment of development costs: Amounts relating to the impairment of TDE
(The Data Engine) asset following an impairment review at 31 December 2024.

 

7.       Finance costs

 

                                                                                                                                                                                                                   Six months  Six months  Year

                                                                                                                                                                                                                   ended       ended       ended

                                                                                                                                                                                                                   30 June     30 June     31 December

                                                                                                                                                                                                                   2025        2024        2024

                                                                                                                                                                                                                   £'000       £'000       £'000
 Interest on bank overdrafts and loans                                                                                                                                                                             287         613         1,105
 Loan arrangement fees                                                                                                                                                                                             -           (34)        (24)
 Interest expense on lease liabilities and dilapidation provisions                                                                                                                                                 26          49          76
 Unwinding of                                                                                                                                                                                                      4           -           15
 discounts

 Total finance costs                                                                                                                                                                                               317         628         1,172

 

8.    Tax

 

                                                    Six months  Six months  Year

                                                    ended       ended       ended

                                                    30 June     30 June     31 December

                                                    2025        2024        2024

                                                    £'000       £'000       £'000

 Current tax
 UK Corporation tax                                 -           -           (72)
 Overseas tax                                       1,643       1,828       2,630
 Adjustments in respect of prior periods            -           -           9
                                                    1,643       1,828       2,567

 Deferred tax
 Current period                                     87          (1,370)     (2,197)
 Adjustments in respect of prior periods            -           (787)       -
                                                    87          (2,157)     (2,197)

 Tax charge/(credit)                                1,730       (329)       370

 

The Group continues to hold appropriate Group provisions.

 

Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual earnings.

 

9.         Earnings per share

 

Earnings per share and diluted earnings per share are calculated by reference
to a weighted average of ordinary shares calculated as follows:

 

                                                                                 Six months   Six months   Year

                                                                                 ended        ended        ended

                                                                                 30 June      30 June      31 December

                                                                                 2025         2024         2024

                                                                                 thousands    thousands    thousands

 Basic weighted average number of shares in issue                                213,858      213,507      213,520
 Dilutive weighted average number of employee share options                      1,886        2,067        2,515

 Total weighted average number of shares outstanding for dilution calculations   215,744      215,574      216,035

 

 

Diluted earnings per share only reflects the dilutive effect of share options
for which performance criteria have been met.

 

The maximum number of potentially dilutive shares, based on options that have
been granted but have not yet met vesting criteria, is 1,886,190 (31 December
2024: 2,737,673).

 

The "adjusted" basic and diluted earnings per share figures are included as
the Directors believe that they provide a better understanding of the
underlying trading performance of the Group.

 

A reconciliation of how these figures are calculated is set out below:

                                          Six months  Six months  Year

                                          ended       ended       ended

                                          30 June     30 June     31 December

                                          2025        2024        2024

                                          £'000       £'000       £'000

 Net profit                               3,914       1,352       5,488
 Earnings per share
 Basic                                    1.8p        0.6p        2.6p
 Diluted                                  1.8p        0.6p        2.5p

 Net profit (before exceptional items)*   4,415       3,975       10,138
 Adjusted earnings per share
 Basic                                    2.1p        1.9p        4.7p
 Diluted                                  2.0p        1.8p        4.7p

 

*Net profit (before exceptional items) is calculated as below:

 Operating profit (before exceptional items)             6,521    5,059  12,465
 Finance income                                          -        1      137
 Finance costs                                           (317)    (628)  (1,172)
 Operating profit (before exceptional items) before tax  6,204    4,432  11,430
 Tax charge (before exceptional items)                   (1,789)  (457)  (1,292)
 Net profit (before exceptional items)                   4,415    3,975  10,138

 

10.          Goodwill

 

                                £'000

 Cost
 At 1 January 2025              108,831
 Exchange differences           (342)

 At 30 June 2025                108,489
 Accumulated impairment losses
 At 1 January 2025              81,231

 At 30 June 2025                81,231
 Net book value
 At 30 June 2025                27,258

 At 31 December 2024            27,600

 

The Group tests annually for impairment, or more frequently if there are
indicators that goodwill could be impaired.  At the half year, a review has
been undertaken to ascertain if any indicators have arisen of potential
impairments.  Based on the review performed, no impairment indicators that
would require an impairment review have been noted.

 

11.          Other intangible assets

 

                        Acquired Software  Acquired Customer                                   Development  Business  Software   Total

                        £'000              contracts and                                       costs        systems   licences   £'000

                                           relationships      Acquired intellectual property   £'000        £'000     £'000

                                           £'000              £'000
 Cost
 At 1 January 2025      11,654             9,507              1,873                            66,295       75        43         89,447
 Additions              -                  -                  -                                1,725        -         -          1,725
 Exchange differences   (200)              (85)               -                                (85)         -         (1)        (371)

 At 30 June 2025        11,454             9,422              1,873                            67,935       75        42         90,801
 Amortisation
 At 1 January 2025      8,889              7,990              1,144                            21,325       15        43         39,406
 Charge for the period  133                145                49                               912          4         -          1,243
 Exchange differences   (200)              (85)               -                                (89)         -         (1)        (375)

 At 30 June 2025        8,822              8,050              1,193                            22,148       19        42         40,274
 Carrying amount
 At 30 June 2025        2,632              1,372              680                              45,787       56        -          50,527

 At 31 December 2024    2,765              1,517              729                              44,970       60        -          50,041

 

Software and customer contract and relationships have arisen from
acquisitions, and are amortised over their estimated useful lives, which are 3
to 8 years and 3 to 15 years respectively.  The amortisation period for
development costs incurred on the Group's product development is 3 to 15
years, based on the expected life-cycle of the product.  Amortisation and
impairment of development costs, amortisation for software, customer contracts
and relationships, intellectual property, business systems and software
licences are all included within administrative expenses.

 

12.          Cash and cash equivalents

 

                                 30 June  30 June  31 December

                                 2025     2024     2024

                                 £'000    £'000    £'000
 Cash and cash deposits          4,136    4,853    4,845
 Bank overdrafts                 -        (2,888)  -
 Other deposits                  219      -        448
                                 4,355    1,965

 Net cash and cash equivalents                     5,293

 

Other deposits relate to restricted funds of £0.2m (31 December 2024: £0.4m)
to settle contractual payments under a grant scheme that the Group administers
for the Department for Education.

 

13.          Trade and other receivables

 

                                              30 June  30 June  31 December

                                              2025     2024     2024

                                              £'000    £'000    £'000
 Amounts receivable for the sale of services  8,366    8,490    11,637
 Less: loss allowance                         (517)    (493)    (819)
                                              7,849    7,997    10,818
 Other receivables                            903      976      648
 Prepayments                                  4,273    4,396    4,731
                                              13,025   13,369

                                                                16,197

 

14.        Trade and other payables

 

                                     30 June  30 June  31 December

                                     2025     2024     2024

                                     £'000    £'000    £'000
 Current                             690      1,662    960

 Trade payables
 Other taxation and social security  3,739    3,848    3,450
 Other payables                      1,626    2,150    2,624
                                     6,055    7,660    7,034
 Non-current
 Other payables                      32       975      66
 Total                               6,087    8,635    7,100

 

15.          Provisions

 

                                                      Property

                                                      related    Restructuring   Other    Total

                                                      £'000      £'000           £'000    £'000
 At 1 January 2025                                    563        225             203      991
 Net movement in provision                            (13)       -               25       12
 Unwinding of discount                                3          -               -        3
 Utilisation of provision                             (7)        (221)           -        (228)
 Exchange rate movement                               (8)        (4)             (13)     (25)

 At 30 June 2025                                      538        -               215      753

 The provisions are split as follows:

 Within one year                                      52         -               215      268
 More than one year                                   485        -               -        485

 Total                                                537        -               215      752

 

Provisions are recognised when the Group has a present obligation as a result
of a past event, and it is probable that the Group will be required to settle
the obligation. Provisions are measured at the Directors' best estimate of the
expenditure required to settle the obligation at the balance sheet date and
are discounted to present value where the effect is material.

 

Property related provision relates to the estimated future dilapidation costs
arising from exiting leasehold properties, under IAS 37. This provision is
discounted by property and is between 2.65% and 6.25%.

 

Other provision relates to the recoverability of input VAT in the Philippines.
This provision is not discounted.

 

Restructuring provision represents amounts provided in respect of the Group's
restructuring and reorganisation and principally reflects redundancy costs.

 

16.          Share capital.

 

                                     Six months   Six months  Six months   Six months  Year

                                     ended        ended       ended        ended        ended                                               Year ended

                                     30 June      30 June     30 June      30 June     31 December 2024                                     31 December

                                     2025         2025        2024         2024        number                                               2024

                                     number       £'000       number       £'000                                                            £'000
 Allotted, called up and fully paid
 At beginning of the period          213,854,698  10,693      212,221,746  10,611      212,221,746                                          10,611
 Issued during the period            326,284      16          1,357,429    68                                1,632,952                      82
 At end of the period                214,020,604  10,709      213,579,175  10,679      213,854,698                                          10,693

 

The Company has one class of ordinary shares of 5p which carry no right to
fixed income. 326,284 shares were issued during the period in order to satisfy
exercises of share-based payment schemes. The exercise costs of 5p per share
for the LTIPs resulted in cash receipts of £0.01m.

 

17.          Notes to the cash flow statement

 

                                                                                                           Six months

                                                                                                           ended            Six months    Year

                                                                                                           30 June         ended          ended

                                                                                                           2025            30 June        31 December

                                                                                                           £'000           2024           2024

                                                                                                                           £'000          £'000
 Operating profit from continuing operations                                                               5,961           1,650          6,893
 Depreciation of property, plant and equipment                                                             182             233            433
 Depreciation of right of use assets                                                                       402             445            889
 Amortisation and impairment of other intangible assets                                                    1,243           1,614          2,879
 Impairment of development costs                                                                           -               -              1,405
 Share-based payments                                                                                      281             163            394
 Research and development tax credit                                                                       -               (50)           44
 Net pension credit                                                                                        -               -              13
 Other non-cash items                                                                                      (55)            (63)           (280)
 Operating cash flows before movements in working capital                                                  8,014           3,992          12,670
 Decrease/(increase) in receivables                                                                        3,621           1,787          (81)
 (Decrease)/Increase in payables                                                                           (9,276)         (3,736)        2,273
 Net cash from operating activities before tax                                                             2,359           2,043          14,862
 Net tax paid                                                                                              (821)           (1,018)        (2,152)

 Net cash from operating activities                                                                        1,538           1,025          12,710

 Net cash from operating activities before tax can be analysed as follows:
 Continuing operations                                                      2,359                                  2,043                           14,862

 

18.          Analysis of net debt

 

                                       30 June  30 June   31 December

                                       2025     2024      2024

                                       £'000    £'000     £'000
 Cash and cash deposits (see Note 12)  4,136    4,853     4,845
 Overdrafts                            -        (2,888)   -
 Borrowings                            (8,000)  (12,000)  (8,000)
                                       (3,864)  (10,035)  (3,155)

 Net debt

 

 Reconciliation of changes in net debt
                                                       30 June     30 June     31 December

                                                       2025        2024        2024

                                                       £'000       £'000       £'000
 Opening net debt                                      (3,155)     (7,203)     (7,203)
 Movement in borrowings                                -           2,000       6,000
 Net (decrease)/increase in cash and cash equivalents  (1,105)     (4,530)     (1,190)
 Restricted cash movement in the period (see Note 12)  229         -           (448)
 Non-cash effect of foreign exchange rate changes      167         (302)       (314)

 Closing net debt                                      (3,864)     (10,035)    (3,155)

 

 

19.          Contingent liabilities

 

The Company and its subsidiaries have provided performance guarantees issued
by their banks on their behalf, in the ordinary course of business totalling
£0.2m (30 June 2024: £0.1m; 31 December 2024: £0.2m).  These are not
expected to result in any material financial loss and the likelihood of using
these guarantees is assessed as remote.

 

20.          Related party disclosures

 

Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.

 

The remuneration of the key management personnel of the Group is set out below
in aggregate for each of the categories specified in IAS 24 'Related Party
Disclosures'.  The members of the Group Board and the Group's Executive Board
are considered to be the key management personnel of the Group.

 

                                            30 June  30 June  31 December

                                            2025     2024     2024

                                            £'000    £'000    £'000
 Salaries and short-term employee benefits  1,533    1,413    2,756
 Share-based payments                       204      121      445
                                            1,737    1,534    3,201

 

 

21.          Seasonality

 

There is limited annual seasonality within the Group. Our SIS customers are on
an annual billing cycle with implementation projects being invoiced based on
milestones being met. There is some seasonality within the Etio business as
Surveys revenue is reduced as institutions only participate in the Southern
Hemisphere International Student Barometer every other year.

 

Responsibility statement

The Directors confirm that these condensed interim financial statements have
been prepared in accordance with the Disclosure and Transparency Rules (DTR)
of the Financial Services Authority and that the interim management report
includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:

 

• An indication of important events that have occurred during the first six
months and their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the financial year; and

 

• Material related-party transactions in the first six months and any
material changes in the related-party transactions described in the last
annual report

 

The Directors of Tribal Group plc are listed in the Tribal Group plc Report
and accounts for the 12 month period ended 31 December 2024.  A list of
current Directors is maintained on the Tribal Group plc website:
www.tribalgroup.com (http://www.vernalis.com) .

 

The Directors are responsible for the maintenance and the integrity of the
Group's website.  Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions.

 

 

By order of the Board

 

 

 

 

Mark
Pickett

Chief
Executive

 

18 August 2025

 

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