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REG - Tribal Group PLC - Preliminary Results year ended 31 December 2025

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RNS Number : 1666Y  Tribal Group PLC  26 March 2026

26 March 2026

Tribal Group plc

("Tribal" or "the Group")

Preliminary Results for the year ended 31 December 2025

Tribal (AIM: TRB), a leading provider of software and services to the
international education market, announces its preliminary results for the year
ended 31 December 2025 ("FY25").

Financial performance

A strong trading performance, including substantially improved cash
performance, delivering Group revenue and Adjusted EBITDA comfortably in line
with market expectations, which were upwardly revised twice in the period.

 ·      Group revenue increased 4%(2) to £92.5m (2024: £88.8m constant
 currency; £90.0m reported).
 o                                          Student Information Systems ("SIS") revenue grew 3%(2) to £73.9m driven by a
                                            32% growth in Subscription and Cloud revenue, as customers transition from
                                            Support & Maintenance contracts.
 o                                          Recurring revenue is 86% of SIS revenue (2024: 84%).
 o                                          Etio revenue grew 9%(2) to £18.6m, benefitting from the strategic
                                            improvements implemented in 2024.
 ·             Adjusted EBITDA(3) increased 8%(2) to £17.5m (2024: £16.2m constant
               currency; £16.7m reported), representing an Adjusted EBITDA(3) Margin of 19%
               (2024: 18% constant currency; 18.5% reported).
 o                                          Student Information Systems operating margin grew 1%(2) to £27.3m (2024:
                                            £26.9m constant currency; £27.6m reported).
 o                                          Etio operating margin increased to £3.0m (2024: £0.5m constant currency;
                                            £0.6m reported) with a mix of higher contract margins and cost efficiencies.
 o                                          Foreign exchange movements gave rise to a £0.5m loss (2024: £0.7m gain on a
                                            constant currency basis; £0.6m reported).
 ·             Statutory Profit before tax increased 136% to £12.5m (2024: £5.3m constant
               currency; £5.9m reported) as higher EBITDA performance was complemented by
               the £4.8m reduction in exceptional costs.
 ·             Net cash at 31 December 2025 substantially increased to £11.4m (2024: net
               debt of £3.2m).
 o                                          Free cash flow improved to an inflow of £16.1m (2024: £7.3m) primarily due
                                            to increased net cash flow from operating activities before tax.
 o                                          Reflects a significant improvement in operating cash conversion to 142% (2024:
                                            105% constant currency).
 ·             Increased total dividend for the year of 2.8p up 331% (2024: total dividend
               0.65p) comprised of a special dividend of 1.5p per share paid on 29 January
               2026, and an interim dividend of 1.3p per share to be paid on 27 March 2026 in
               place of a final dividend in respect of the year ended 31 December 2025,
               reflecting our disciplined yet flexible approach to capital returns.

 Operational performance
 ·             Annual Recurring Revenue (ARR) increased 11%(2) to £63.3m (2024: £57.0m at
               constant currency; £57.0m reported).
 ·             Successful launch of the Higher Education Full Service ("HEFS") proposition,
               with a large proportion of Tribal's Higher Education customers now signed up
               generating £2.7m of incremental ARR.
 ·             £1.8m ARR of new logo SIS business, 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 strong year for Vocational Education offerings with 14 new
               logos secured.
 ·             GRR(4) increased to 95% (2024: 93%) and NRR(4) to 108% (2024: 106%).

 

 Outlook
 ·             Committed to driving recurring revenue growth and cloud adoption, in line with
               the overarching strategic objective to transform into a fully cloud enabled
               software business.
 ·             Entered FY26 with a strengthened balance sheet, growing ARR and a strong base
               of long-term customer relationships.
 ·             As the established system of record for educational institutions in key
               markets, Tribal is well positioned to benefit from AI adoption across the
               education sector.
 ·             The Board is confident in continued sales momentum in FY26 and the delivery of
               a financial performance in line with the Board's current expectations.

 

Mark Pickett, Chief Executive, commented: "FY25 has been a strategically
important year for Tribal. We delivered strong trading, exceeded market
expectations on Adjusted EBITDA, and returned the Group to a sustainable net
cash position. Our progress reflects healthy demand within SIS and the
operational discipline we have embedded across the business.

 

"The continued roll-out of our HEFS subscription model has materially
increased recurring revenue and ARR, strengthened customer retention and
created a clear, proven pathway to Tribal Cloud and to SITS as-a-service. With
improving margins, enhanced cash generation and a growing base of high-quality
recurring revenues, we enter FY26 with momentum and confidence in our ability
to deliver sustainable, profitable growth over the medium term."

 

 1  Market expectations for FY26 as at 29 January 2026: Revenue: £93m, Adjusted
    EBITDA: £17.0m, Net Cash (excluding leases): £10.8m.
 2  Year on year movement on a constant currency basis. The Group has applied 2025
    foreign exchange rates to 2024 results to restate the 2024 comparative to
    constant currency.
 3  Adjusted EBITDA is in respect of continuing operations and is calculated by
    taking the Operating Profit after Central Overheads excluding Interest, Tax,
    Depreciation and Amortisation and exceptional items.
 4  Gross Revenue Retention (GRR) is calculated as a percentage of recurring
    revenue retained from existing customers at 1 January including contract
    expiry, cancellations or downgrades in the year. Net Revenue Retention (NRR)
    is calculated as a percentage of recurring revenue retained from existing
    customers at 1 January including upsells as well as contract expiry,
    cancellations or downgrades in the year.

 

 Tribal Group plc                                                     Tel: +44 (0) 117 311 5293
 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, Arnav Kapoor

 Singer Capital Markets Limited (Joint Broker)                      Tel: +44 (0) 20 7496 3000
 Sara Hale, 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.

 

 This Statement may contain forward-looking statements. Any forward-looking
statement has been made by the directors in good faith based on the
information available to them up to the time of approval of this Statement and
should be treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying such forward-looking
information. To the extent that this Statement contains any statement dealing
with any time after the date of its preparation, such statement is merely
predictive and speculative as it relates to events and circumstances which are
yet to occur and therefore the facts stated and views expressed may
change. Tribal undertakes no obligation to update these forward-looking
statements.

Chair statement

I am pleased to report a year of strong trading, with the Group achieving good
levels of revenue and profit growth, ahead of the market expectations at the
start of the year. Significantly, the Group has returned to a net cash
position followed by high levels of free cash flow, providing a strong
foundation for Tribal as it executes its growth strategy.

The progress made in FY25 marks a significant turning point. Leaving behind
several years of obstacles and significant structural change, Tribal has
emerged with a strengthened product proposition, a more efficient operational
structure, and a strategy that is delivering ARR growth. ARR now stands at
£63.3m (up 11% on FY24), and with the majority of customers by revenue having
adopted the Group's subscription pricing model, the Board is more confident
than ever that Tribal is firmly positioned for sustainable growth over the
medium term.

Financial performance

The Group delivered a strong financial performance in FY25, driven by healthy
demand in the Student Information Solutions business and a significantly
improved performance by Etio.

For the year ended 31 December 2025, Tribal achieved revenue growth of 4% to
£92.5m, Adjusted EBITDA growth of 8% to £17.5m and a significantly improved
cash position, closing the year with a net cash position of £11.4m.

The strong financial performance with increased recurring revenues reflects
the success of both new customer acquisitions and existing customer adoption
of the full-service offering and is evidence of the tangible benefits the
Group is already seeing from its progress towards a fully cloud enabled
software business.

Etio has benefitted from the strategic review and improvements implemented on
the business in FY24, driving operational efficiencies and strong leadership
in key markets to secure a solid FY25 performance. This was achieved despite a
softening in demand in Etio's end markets of the UK, US and Middle East where
new education-based tenders were limited. The Group has seen increased
activity levels since the year end, providing a positive medium-term outlook,
however the Board continues to monitor the situation in the Middle East.

Strategy

This year, Tribal has made material steps towards its overarching strategic
goal to transform into a fully cloud enabled software business. The primary
focus in FY25 was on transitioning the Group's extensive Higher Education
customer base onto the HEFS licence. A subscription-based pricing model
introduced in FY24, this model unlocks value from one of the Group's core
strengths; its well-established base of long-term customer relationships, by
ensuring a strong base of recurring revenue, facilitating an increased number
of cloud migrations and ultimately paving the way for broader adoption of
Tribal and partner applications.

I am pleased to report that this initiative has been very successful with the
majority of Higher Education customers by revenue now on the HEFS licence and
we expect this to continue over the following years.

In H2 FY25 the Group refocused on encouraging existing customers to migrate to
the Tribal Cloud, including a more efficient cloud proposal introduced to
customers and the continued development of cloud-based modules to meet the
evolving needs of Higher Education institutions.

Dividend

In December 2025, the strong cash performance prompted the Board to announce a
special dividend of 1.5p per share which was paid on 29 January 2026. In
February 2026, the Board announced an interim dividend of 1.3 pence per share,
which will be paid on 27 March 2026 to shareholders. This interim dividend is
in place of a final dividend in respect of the year ended 31 December 2025,
which would typically have been paid in July 2026.

People

This year has seen a re-organisation of roles and teams to ensure our
employees' expertise is best positioned to create customer value. This
included targeted investments and initiatives that support employee learning
and development, together with optimisation programmes that encourage
flexibility and enhance delivery capacity. The Board extends its thanks to the
entire team for their hard work and dedication in making Tribal what it is
today.

Outlook

The new year has started in line with our expectations and, while the
situation in the Middle East may affect the timing of certain contracts within
the Etio business and has increased FX volatility, our strong base of
recurring SIS revenues and expansion discussions with customers mean we
believe the healthy trading performance will continue.

The market expectations for FY26 reflect the long-planned completion of
certain large legacy contracts in Australia. Outside of those contracts, we
are confident in the continuation of revenue growth in our core business areas
and believe the Group is well positioned, despite current macro-economic
events, for the future.

 

Richard Last

Chairman

 

CEO statement

Overview

FY25 has been a strategically important year for Tribal. We delivered a strong
trading performance, exceeded market expectations from the start of the year
on adjusted EBITDA, and, importantly, returned the Group to a sustainable net
cash position.

The progress achieved during the year reflects both the strength of demand
within our Student Information Solutions ("SIS") division and the benefits of
the strategic and operational changes implemented across the Group over recent
years. These actions have reshaped Tribal into a more focused business, with
higher-quality recurring revenues, improved visibility, enhanced cash
generation and a robust growth strategy.

As the system of record at the heart of our customers' digital estates, SIS
continues to benefit from long standing customer relationships and increasing
demand for secure, cost-effective digital transformation across the Higher
Education sector. With a growing proportion of customers adopting subscription
pricing through HEFS and progressing towards cloud migration, FY25 marks an
important step in the Group's transition towards a fully cloud enabled
software business.

This can be most clearly seen in the composition of our ARR, which has seen
double-digit growth in our focus areas:  Subscription ARR has grown by 84.5%
in the year to £30.6m and Cloud ARR has grown 14.5% to £15.7m as customers
transition from Support & Maintenance contracts.

This growth has flown through into strong growth in Subscription and Cloud
revenue, up 32% to £37.8m, demonstrating the improving quality of our revenue
streams.

Delivering on our Strategy

Our strategic objective remains unchanged: to transform Tribal into a
pure-play EdTech SaaS business, delivering full-service student information
solutions through the cloud. Central to this strategy is our position as the
system of record of our customers' digital estates, managing mission critical
student data and supporting core institutional operations, across more than
500 institutions, including universities, colleges, and vocational training
institutions globally.

This trusted system of record position gives us a clear strategic advantage
and the right to play at the centre of a significantly larger market
opportunity. Our software touches every stage of the student lifecycle and
integrates across departments, creating a platform from which to expand our
role, as well as deepen customer relationships and improve value provided to
customers.

As educational institutions face sustained financial pressure, rising cyber
risk and the growing cost and complexity of operating legacy systems in a
market where over 90% of UK Higher Education institutions experienced a
cyber-attack in the past year, they are increasingly seeking cloud-based
solutions from trusted, single-vendor partners to modernise their core systems
more efficiently and securely.

As the established system of record for educational institutions in key
markets, Tribal is well positioned to benefit from AI adoption across the
education sector. Modernising core systems will help institutions advance
their AI strategies. Reliable data quality and processing, which are
fundamental ingredients for the successful implementation of AI, depend on a
strong system of record, further motivating the move to the Tribal Cloud.

Our growth strategy is focused on executing against this opportunity through a
clear pathway that guides our customers to the cloud, providing them with a
more resilient and agile digital estate from which to deliver improved student
experience. We estimate this represents a total addressable ARR opportunity
for Tribal of over £84m in our existing customer base.

The first step is the continued roll out of our HEFS subscription model, which
delivers increased recurring revenue through simplified, subscription-based
contracting and embeds Tribal more deeply within customer operations, moving
customers from a standard support and maintenance contract to a pricing and
support model which bundles core systems and services under a single
subscription. HEFS increases customer retention, strengthens long-term
relationships and creates a platform for expanded product adoption. By the end
of FY25, the majority of our Higher Education customers by revenue had adopted
HEFS, generating £2.7m of additional ARR and providing a strong foundation
for cloud migration and broader product adoption.

Building on this, we are supporting customers in their transition to Tribal
Cloud. Our cloud offering is designed specifically for Higher Education and
enables a faster and lower cost migration than traditional approaches,
typically completed in under six months, while delivering high levels of
security, resilience and service performance. As adoption of Tribal Cloud
increases, this supports margin progression, enhances customer experience and
enables the introduction of additional cloud-based modules.

Looking further ahead, as customers adopt HEFS and move into the cloud, we can
extend our ecosystem through additional modules and partner enabled solutions,
such as Payments and wider Admission products, increasing revenue per customer
and expanding our addressable market within an already embedded customer base.

In the near term, we are focused on scaling HEFS adoption, accelerating cloud
migrations, and delivering further operational efficiencies that support
margin expansion and cash generation.

AI-First Transformation

The pace of AI development continues to accelerate, and we are confident that
Tribal is well positioned to translate that progress into value for the
education sector.

During FY25 we adopted our AI-First strategy - a deliberate and structured
programme to embed AI capabilities across our products and operations in ways
that create genuine, measurable value: for our customers, for their students,
and for the business. For our customers, this means accelerating our route to
market for new capabilities while ensuring that our customers can trust the
outcomes it produces. Internally, it means using AI to drive efficiencies and
increase productivity.

In FY26 and beyond, we expect AI to play an increasingly significant role in
our product differentiation, our operational efficiency and our ability to
serve our customers.

We are actively engaging with our customers as we develop our AI roadmap. Our
AI Innovation Team is using AI to develop meaningful enhancements to products
including SITS, Callista, and our Etio benchmarking and schools' inspections
tools, with the first such enhancements due for launch in 2026. These
capabilities will help institutions automate routine administrative tasks,
surface insights from their data more effectively, and deliver better outcomes
for students.

With focused and limited investment in 2026, we are using AI to improve
productivity in software development, customer support, and internal process
automation. These efficiency gains contribute directly to our improving cost
discipline and commitment to EBITDA margin growth.

Student Information Solutions (SIS)

SIS delivered a strong performance in FY25, driven by subscription adoption,
cloud migrations and continued product innovation. We successfully progressed
a number of major customer implementations across SITS, Tribal Cloud, EBS,
Dynamics and Maytas, while securing new contracts that further enhanced ARR.

During the year, we delivered key cloud go-lives and launched significant
product upgrades, including Cloud-First SITS releases, expanded API capability
and enhanced SaaS infrastructure. These developments strengthen our
competitive position, support customer efficiency and resilience, and ensure
our solutions remain future-ready, including for AI-enabled functionality.
 Key go-lives during the year 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. We also 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 c£1.0m. Building on this momentum, we delivered significantly stronger
customer support outcomes during the year, with a marked reduction in average
resolution time - down 73% on the previous year - reflecting the impact of our
investment in service capacity, tooling and process improvement.

In Further and Vocational Education, EBS and Maytas performed well, supported
by continued product enhancements and new customer wins - including Gower
College Swindon, Somerset Council and New College Swindon - each selecting our
solutions to modernise and streamline their learning and compliance
operations. While these markets are smaller in scale, they remain
strategically important, offering opportunities to grow share as providers
modernise systems and respond to regulatory change.

Etio

FY25 represented a year of stabilisation and recovery for Etio following the
strategic review and restructuring undertaken in 2024. Despite continuing
challenges in the trading environment due to macro-economic factors, the
business delivered a significant improvement on FY24 performance, reflecting
disciplined cost management, improved delivery efficiency and strong execution
on core contracts.

We secured extensions to key contracts within our UK Department for
Education portfolio, meaning that all but one of our long running global
contracts now have secured revenue cover of at least eighteen months. This
materially strengthens revenue visibility and underpins confidence in forward
planning.

Market conditions across our core geographies remained mixed, with continued
caution from government customers and slower release of new tenders impacting
true new business growth. Against this backdrop, our surveys business
performed well, including successful entry into the North American market. We
have seen increased pipeline activity in Q4 and have been awarded two new
school inspection contracts in the United Arab Emirates, including the award
of a three-year contract with the Sharjah Private Education Authority.

We also made good progress in Saudi Arabia, building on the establishment of
our KSA entity in 2024. During the year we transitioned from market entry to
active delivery, securing and running contracts with leading school groups and
two government agencies.

Operations and people

Tribal continues to make targeted and strategic investments in our people to
support the ongoing Cloud transition and deliver on our long-term strategy.

We remain focused on hiring high-quality talent and also continue to see
strong new-joiner retention, with over 90% remaining with the business after
12 months and lower than industry average turnover. Our key hiring focus in
2025 was the continued development of the Customer Delivery organisation,
which was restructured in H1 2025 and is now benefiting from targeted new
investment. This investment has accelerated the rollout of Strategic Customer
Readiness Assessments, which connect the specialist knowledge and expertise of
our people to customer objectives and outcomes. This directly supports value
realisation and drives an accelerated adoption of Tribal's products.

As these engagements begin to generate new optimisation programmes, we have
focused on increasing flexibility and resilience within our core Professional
Services team. In 2025, we launched a new Consultant Development Framework, an
initiative to strengthen the depth and breadth of specialist knowledge across
key domains, including functional product areas such as Admissions. This
enhances delivery capacity while maintaining cost discipline.

To support the people development strategy, we established the Tribal Learning
Academy in 2025, providing all employees with access to a unified digital
learning platform. The new cost-efficient platform strategy allows focus on
high-impact content development, designed specifically around strategic
priorities. In 2025 this included a leadership development pathway for new
consultancy leaders ensuring they were equipped to embed the Consultant
Development Framework into their teams contributing to our goal of boosting
capacity within the existing cost base.

Beyond Customer Delivery, we made several strategic appointments during 2025
to support the Group's internal SaaS transition, including structural changes
within our Product organisation to enable it to operate across a broader
portfolio, reduce silos, drive efficiency and support Tribal's long-term
product direction.

Outlook

With a strengthened balance sheet, growing ARR and improving operational
leverage, the Group has entered FY26 with momentum and confidence, trading in
line with the Board's full year expectations. While the situation in the
Middle East may affect the timing of certain contracts within the Etio
business, our strong base of recurring SIS revenues and expansion discussions
with customers mean we believe this positive underlying trading performance
will continue.

The Higher Education sector continues to face financial pressures from
constrained funding and cost inflation, accelerating demand for secure,
cost-effective and fully supported digital transformation. Tribal's software
occupies a central position in customers' digital estates as the system of
record, making us a strategic partner in their transition to modern,
cloud-based operations and AI adoption.

Our business model is increasingly characterised by high-quality, recurring
revenues, expanding EBITDA margins and improving cash conversion. The growing
adoption of HEFS provides a clear and proven pathway to cloud migration,
deeper customer engagement and long-term value creation, while ongoing cost
optimisation supports continued margin progression.

With strong execution, a resilient recurring revenue base and clear strategic
focus, we are well positioned to continue delivering profitable growth over
the medium-term.

 

Mark Pickett

Chief Executive Officer

 

Financial
review

Results

 £m                                  2025    2024 Reported  Constant           Change constant currency  Change constant currency %

                                                            currency 2024(2)
 Revenue                             92.5    90.0           88.8               3.7                       4.2%
 Student Information Systems         73.9    72.7           71.7               2.2                       3.1%
 Etio                                18.6    17.3           17.1               1.5                       8.8%
 Gross Profit                        46.0    43.5           42.8               3.3                       7.8%
 Gross Profit Margin                 49.7%   48.3%          48.0%              1.7%                      1.7pp

 Adjusted Segment EBITDA
 (Before Central Overheads)          30.3    28.1           27.4               2.8                       10.4%
 Student Information Systems         27.3    27.6           26.9               0.4                       1.3%
 Etio                                3.0     0.6            0.5                2.5                       455.5%
 Central Overheads(3)                (12.3)  (12.1)         (11.9)             (0.4)                     3.2%
 Net foreign exchange (losses)/gain  (0.5)   0.6            0.7                (1.1)                     (171.4)%
 Adjusted EBITDA(1)                  17.5    16.7           16.2               1.3                       8.1%
 Adjusted EBITDA Margin(1)           18.9%   18.5%          18.2%              0.7%                      0.7pp
 Statutory Profit before Tax         12.5    5.9            5.3                7.2                       135.8%
 Statutory Profit after Tax          8.9     5.5            5.0                3.9                       78.0%
 Annual Recurring Revenue            63.3    57.0           57.0               6.2                       11.0%

 

 

 1.  Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing
     operations and exclude charges reported in 'Exceptional items' of £0.8m
     (2024: £5.6m), refer to Note 4. EBITDA is calculated by taking the Adjusted
     Operating Profit after the allocation of Central Overheads and excludes
     Interest, Tax, Depreciation and Amortisation.
 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 £1.2m and a
     decrease to Adjusted EBITDA (before Central Overheads) of £0.7m compared to
     2024 reported.
 3.  Central Overheads are made up of costs that are not directly attributable to
     either Student Information Systems or Etio.

 

The financial review presents the reported results for 2025 and 2024, together
with the 2024 results restated to 'constant currency' using 2025 foreign
currency exchange rates. The year-on-year change is shown against the 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) and is not included in the audited
financial statements. The Group has chosen to present its results on a
constant currency basis to better reflect the year-on-year performance of the
business and eliminate the translational impact of foreign exchange movements
in the year. 26.3% (2024: 30.5%) of Tribal's revenue in the year was
generated outside the UK and is therefore subject to foreign exchange
movement.

The Group provides software and non-software related services to the
international educational market. These services are managed across two
divisions, SIS and Etio.

Overall Results

Revenue grew by 4.2% to £92.5 million (2024: £88.8 million at constant
currency, £90.0 million reported), driven by a 3.1% increase in SIS, fuelled
by robust Cloud and Subscription revenues, alongside an 8.8% growth in Etio.

Gross Profit increased 7.8% to £46.0m (2024: £42.8m constant currency,
£43.5m reported) with an increase in the margin percentage to 49.7% (2024:
48.0% constant currency, 48.3% reported). Gross margin percentage improved due
to improved profitability in Etio driven by regional mix and higher margin
projects in the year.

Central Overheads, representing costs in HR, IT, Finance, Legal, Marketing and
Management that aren't directly attributable to lines of business increased by
£0.4m to £12.3m (2024: £11.9m constant currency; £12.1m reported). The
cost base was impacted by inflation, increase in employers national insurance,
and dual running transition costs as activities were moved to our shared
service centre in the Philippines. Foreign exchange had a significant year on
year movement with a £0.5m negative impact in 2025, whereas 2024 had a £0.7m
positive impact. Given the Group's international footprint, EBITDA remains
sensitive to foreign exchange movements, and recent global events have
resulted in more volatility and uncertainty, with an adverse FX impact of
approximately £0.5 million at the start of FY26. Adjusted EBITDA increased
£1.3m to £17.5m (2024: £16.2m constant currency; £16.7m reported).
Adjusted EBITDA margin increased to 18.9% (2024: 18.2% constant currency;
18.5% reported).

The Statutory Profit after tax for the year increased by £3.9m to £8.9m
(2024: £5.0m constant currency; £5.5m reported), with exceptional costs
reducing from £5.6m to £0.8m offset by a significantly higher tax charge at
£3.6m (2024: £0.2m constant currency and £0.4m reported) due to an
increased level of deferred tax assets recognised in the prior year which
reduced the tax charge as a one-off.

 

 Student Information Systems (SIS)
 £m                                 2025   2024 Reported  Constant currency 2024  Change constant currency  Change constant currency %

 Subscriptions                      23.2   15.7           15.6                    7.5                       48.2%
 Support & Maintenance              21.1   25.8           25.3                    (4.2)                     (16.6)%
 Cloud Services                     14.6   13.0           12.9                    1.7                       13.3%
 Professional Services              8.2    9.4            9.4                     (1.2)                     (12.4)%
 Core Revenue                       67.1   63.9           63.2                    3.9                       6.1%
 Other Software & Services          6.8    8.8            8.5                     (1.7)                     (19.9)%
 Total Revenue                      73.9   72.7           71.7                    2.2                       3.1%

 Adjusted Segment EBITDA            27.3   27.6           26.9                    0.4                       1.3%
 Adjusted Segment EBITDA Margin     36.9%  37.9%          37.5%                   (0.6)%                    (0.6)pp

 

SIS focuses on software-related solutions to the Higher Education and
Vocational Learning (Further Education and Apprenticeship) sectors with the
main geographic markets being the UK, Australia, New Zealand, Malaysia,
Netherlands and Canada.

SIS revenue increased 3.1% to £73.9m (2024: £71.7m constant currency;
£72.7m reported). Revenue generated from our core product offerings increased
6.1% to £67.1m (2024: £63.2m constant currency and £63.9m reported).

'Subscriptions' includes subscription licence revenue for all Foundation
products (such as SITS, EBS and Maytas) and revenues for newer associated
cloud native products (such as Engage, Termtime and Dynamics). 'Support &
Maintenance' includes the relevant support and maintenance revenues for
Foundation products, where customers are yet to move to a Subscription service
such as HEFS. 'Cloud Services' includes Tribal Cloud, a fully managed public
cloud service for our Foundation products and other hosting services.

Subscriptions revenue increased 48.2% to £23.2m (2024: £15.6m constant
currency; £15.7m reported), reflecting continued migration of existing
customers to the HEFS proposition (partially offset by drop in Support and
Maintenance), new customer acquisition across Foundation products, and growth
from inflation and rising student numbers.

Support & Maintenance revenue decreased 16.6% to £21.1m (2024: £25.3m
constant currency; £25.8m reported), as customers transition from the
traditional support and maintenance model to HEFS subscription. £0.8m of
perpetual licence revenues are included in 2025 from FTE increases across the
base, and will fall away over time as the remaining customers move to a
subscription model.

Cloud Services revenue have continued to increase and are up 13.3% to £14.6m
(2024: £12.9m constant currency; £13.0m reported) mainly due to the delivery
of prior year Cloud migration sales, as existing customers transition their
existing on-premise SITS software into the Tribal Cloud. 35 of out c100 SITS
customers have already moved to the Cloud.

Professional Services includes the implementation of all software products,
typically working alongside customer teams. Implementation projects vary in
length and complexity, ranging from a small number of days to more than two
years for complex projects. Professional services have continued to be
delivered remotely where appropriate, and the team continues to be bolstered
by the Global Delivery Centre (GDC) in Kuala Lumpur, Malaysia. Professional
Services revenue decreased by 12.4% to £8.2m (2024: £9.4m constant currency,
£9.4m reported), driven by reduced demand for cloud migrations whilst the
focus is on HEFS.

Other Software & Services revenue decreased 19.9% to £6.8m (2024: £8.5m
constant currency, £8.8m reported) due to the previously announced
termination of the Australian Department of Education (DoE) contract with
schools in New South Wales, the completion of the British Council contract in
February 2025 and continued School Edge churn as expected. Looking forward,
the previously announced completion of the Technical and Further Education
Colleges New South Wales (TAFE NSW) contract is now expected at the end of
2026.  Some overall decline is expected over 2026, but £3-4m of revenue is
expected to fall away in 2027, given contract completion and continued School
Edge churn but is anticipated to be partially offset by growth in revenue
share from our partner agreements.

Adjusted Segment EBITDA increased by 1.3% to £27.3m (2024: £26.9m constant
currency; £27.6m reported) and Adjusted Segment EBITDA Margin decreased to
36.9% (2024: 37.5% constant currency and 37.9% reported). The margin
percentage declined slightly due to increased product development investment
to support the HEFS proposition and this will continue into 2026, alongside
additional investment into AI capabilities.

 

Etio

 £m                              2025   2024 Reported  Constant currency 2024  Change constant currency  Change constant currency %
 Revenue                         18.6   17.3           17.1                    1.5                       8.8%
 Government services(1)          15.8   14.8           14.8                    1.1                       7.2%
 Performance benchmarking(2)     2.8    2.4            2.4                     0.4                       18.6%

 Adjusted Segment EBITDA         3.0    0.6            0.5                     2.5                       455.5%
 Adjusted Segment EBITDA Margin  16.2%  3.2%           3.2%                    13.1%                     13.1pp

 

1.        Previously called Schools inspections and other related
services (QAS)

2.        Previously called i-graduate survey and data analytics

Etio provides non-software related solutions globally across the same market
sectors. The core offerings are inspection and review services which support
the assessment of educational delivery, performance benchmarking, student
surveys, and data analytics.

Etio revenue increased by 8.8% to £18.6m (2024: £17.1m constant currency;
£17.3m reported) with growth in Government Services and Performance
benchmarking.

The revenue from Government Services increased by 7.2% to £15.8m (2024:
£14.8m constant currency; £14.8m reported). Growth was driven by contracts
in the UK, particularly the Attendance Monitors project for DfE.

The revenue for Performance benchmarking increased by 18.6% to £2.8m (2024:
£2.4m constant currency; £2.4m reported). Surveys and Benchmarking benefited
from to the seasonality of the Southern Hemisphere International Student
Barometers in which most institutions participate every other year.

The Adjusted Segment EBITDA in Etio increased by 455.5% to £3.0m (2024:
£0.5m constant currency; £0.6m reported), the Adjusted Segment EBITDA Margin
also increased 13.1pp to 16.2% (2024: 3.2% constant currency; 3.2% reported),
this increase is largely due to a mix more weighted to higher margin contracts
than the prior year and continued back office cost efficiencies.

Product development

 £m                           2025  2024 Reported  Change
 Product Development          11.5  10.6           9.2%

 Of which capitalised         3.3   4.4            (25.3)%
 Core Products                3.3   4.4            (25.3)%

 Of which expensed            8.2   6.1            34.0%
 Core Products                7.9   5.6            41.2%
 Other Software and Services  0.3   0.5            (46.5)%

 Amortisation                 1.9   1.9            1.3%

The Group spent £11.5m on Product Development, of which £3.3m was
capitalised in relation to Admissions, Termtime and Dynamics (2024: £10.6m
spent, £4.4m capitalised).

With the successful development of key SaaS products, including Engage,
Submissions and Admissions, product development activity has scaled back from
the 2021 peak as the portfolio has matured and in accordance with our
strategy.

Capitalised development spend is now tightly focused on Admissions and
TermTime and is expected to remain flat in 2026. As Admissions is anticipated
to be ready for the wider UK customer base towards the end of 2026,
capitalised development spend is expected to taper to zero during 2027. As a
result, amortisation is expected to increase by approximately £1.5m in 2027,
with ongoing development costs becoming embedded within EBITDA.

Expensed product development increased 34.0% to £8.2m (2024: £6.1m) of
which £7.9m (2024: £5.6m) related to our core products and £0.3m (2024:
£0.5m) related to Other Software and Services.

 

Key performance indicators (KPIs)

 £m                                 2025      2024 Reported  2024                  Change constant currency  Change constant currency %

                                                              Constant currency

 Revenue                            92.5      90.0           88.8                  3.7                       4.2%
 - Student Information Systems      73.9      72.7           71.7                  2.2                       3.1%
 - Etio                             18.6      17.3           17.1                  1.5                       8.8%
 Adjusted EBITDA(1)                 17.5      16.7           16.2                  3.3                       8.1%
 Adjusted EBITDA Margin(1)          18.9%     18.5%          18.2%                 0.7%                      0.7pp
 Annual Recurring Revenue (ARR)(2)  63.3      57.0           57.0                  6.2                       10.9%
 Gross Revenue Retention (GRR)(3)   95%       93%            93%                   2.0%                      2.0pp
 Net Revenue Retention (NRR)(3)     108%      106%           106%                  2.0%                      2.0pp
 Committed Income (Etio only) (4)   34.6      35.1           34.4                  0.2                       0.6%
 Operating Cash Conversion(6)       141.5%    101.5%         104.6%                36.9%                     36.9pp
 Free Cash Inflow                   16.1      7.3            7.3                   8.8                       120.5%
 Staff Retention                    92.1%     89.3%          89.3%                 2.8%                      2.8pp
 Revenue per Operational FTE(5)     £106.3k   £108.8k        £106.4k               (£0.1k)                   0.0%

 

 1.  Adjusted EBITDA and Adjusted EBITDA Margin are in respect of continuing
     operations and exclude charges reported in 'Exceptional items' of £0.8m
     (2024: £5.6m), refer to Note 4. 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 contracted recurring revenue within a 12
     month timeframe and in some cases yet be delivered, including known losses
     within the next 12 months where customers have a high probability of ending or
     have given notice.
 3.  GRR is calculated as a percentage of recurring revenue retained from existing
     customers at 1 January including contract expiry, cancellations or downgrades
     in the year. NRR is calculated as a percentage of recurring revenue retained
     from existing customers at 1 January including upsells as well as contract
     expiry, cancellations or downgrades in the year.
 4.  Committed Income (Order Book) refers to the Total Contract Value of booked
     sales orders which have not yet been delivered (including two years Support
     and Maintenance, where it is contracted on an annual recurring basis).
 5.  Revenue per Operational FTE uses the average FTE for the year excluding
     average FTE associated with capitalised Product Development. In 2025 42.0 FTE
     were capitalised (2024: 56.0).
 6   Operating cash conversion is calculated as net cash from operating activities
     before tax, excluding cash outflow of £nil (2024: £0.2m) from an aborted
     takeover, £0.7m (2024:£0.5m) of restructuring costs, and £1.7m of NTU
     settlement (2024:£1.4m) as a proportion of Adjusted EBITDA.

The above Alternative Performance Measures (APM) are not Statutory Accounting
Measures and are not intended as a substitute for statutory measures. A
reconciliation of Statutory Operating Profit and Adjusted EBITDA has been
provided in the financial statements.

Annual recurring revenue (ARR)

                                      2024      Constant currency
 £m                             2025  Reported  2024               Change  Change %
 Subscriptions                  30.6  16.6      16.6               14.0    84.5%
 Support & Maintenance          14.9  24.5      24.5               (9.6)   (39.1)%
 Cloud Services                 15.7  13.7      13.7               2.0     14.5%
 Core product ARR               61.2  54.8      54.8               6.4     11.8%
 Other Software & Services      2.1   2.3       2.3                (0.2)   (8.2)%
 Total ARR                      63.3  57.0      57.0               6.3     11.0%

 

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 Software-as-a-Service contracts, providing increased quality of
earnings.

ARR shows recurring revenue looking forward 12 months, and in some cases yet
to be delivered and includes known losses over the same time period where
customers have a high probability of ending or have given notice.

At H1 2025, ARR disclosed included future contracted ARR looking forward to
the end of the contract period, whereas the 'ARR' metric above only includes
future contracted revenue looking forward over the next 12 months. 2024 year
end numbers are consistent between the two definitions, with only an
immaterial variance. The ARR number would increase to £65.0m if ARR had been
calculated looking forward to the end of the contract period.

ARR increased by 11.0% to £63.3m (2024: £57.0m constant currency) driven by
£2.7m strong cross selling to existing customers, £2.6m from the new HEFS
proposition, £1.8m from new customer wins, offset by £0.9m decrease from
customer exits.

GRR 95% (2024: 93%) has increased by 2.0pp highlighting the high quality of
the recurring revenue streams with limited churn.

NRR 108% (2024: 106%) has increased by 2.0pp in line with the improved GRR
metric and shows consistent growth opportunities within our existing customer
base.

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 31
December 2025. At 31 December 2025 this increased to £34.6m (2024: £35.1m
constant currency, £34.4m reported) as contracts continue to be replaced or
renewed. Annual Recurring Revenue is used by the Board as a more suitable
metric for SIS.

Operating cash conversion

Operating cash conversion is calculated as net cash from operating activities
before tax (excluding the cash outflow of £nil (2024: £0.2m) from costs
associated with the lapsed offer from Ellucian, £0.7m (2024: £0.4m) of
restructuring costs and £1.7m (2024: £1.4m) in relation to the NTU
settlement) as a proportion of Adjusted EBITDA. In 2025, operating cash
conversion was 141.5% (2024: 101.5% reported).

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, interest and finance charges, and distribution to shareholders.
Free cash flow in 2025 improved to an inflow of £16.1m (2024: £7.3m
reported) as product development expenditure decreased, net cash flow from
operating activities before tax increased to £22.3m (2024: £14.9m) due to
working capital management, with lower tax payments £1.4m (2024: £2.2m).

Full time equivalent (FTE) and staff retention

                             2025  2024  Change
 UK                          593   558   35
 Asia Pacific                308   291   17
 Rest of world(1)            15    18    (3)
 Full Time Equivalent (FTE)  916   867   49

1.             Including USA, Canada and Middle East.

Our overall workforce has increased by 4.5% to a total FTE of 916 from 867 at
31 December 2024. The increase in headcount reflects the greater number of
employees required for the Etio DfE Attendance Monitors program, and increased
SIS investment in support and product development to support the HEFS
proposition.

On an operational FTE basis (excluding Capitalised Product Development), the
revenue per average operational FTE decreased to £106.3k (2024: £108.8k).

Staff retention has increased to 92.1% (2024: 89.3%).

Exceptional items

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 not be 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.

Exceptional items amounted to £0.8m (2024: £5.6m) and a full explanation is
included in Note 4, however the main items are as follows:

 

 ·         Restructuring and associated costs: Relate to the restructuring of the Group's
           operations to support the Group's transition to a pureplay Edtech, SaaS
           business (2025: £0.7m; 2024: £0.7m).
 ·         Etio restructure costs: Board's strategic review of Etio and establishing Etio
           as a standalone entity (2025: £nil; 2024: £0.3m).
 ·         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 contact between Tribal and NTU which was terminated on 23 March 2023
           (2025:£0.1m; 2024:£3.0m).

 

Net cash and cash flow

 £m                                                          2025                  2024                  Change
 Net cash flow from operating activities before tax          22.3                  14.9                  7.4
 Tax paid                                                    (1.4)                 (2.2)                 0.8
 Purchases of PPE                                            (0.9)                 (0.3)                 (0.6)
 Net lease payments                                          (0.6)                 (0.8)                 0.2
 Capitalised product development                             (3.3)                 (4.4)                 1.1
 Proceeds from shares                                        -                     0.1                   (0.1)
 Free cash flow                                              16.1                  7.3                   8.8
 Net cash outflow from other financing activities (1)        (10.1)                (8.5)                 (1.6)
 Net increase/(decrease) in cash & cash equivalents          6.0                   (1.2)                 7.2
 Cash & cash equivalents at beginning of the year            5.3                   6.8                   (1.5)
 Effect of foreign exchange rate changes                     0.1                   (0.3)                 0.4
 Cash & cash equivalents at end of period                    11.4                  5.3                   6.1
 Restricted cash (2)                                         -                     (0.5)                 0.5
 Borrowings                                                  -                     (8.0)                 8.0
 Net cash/(debt) at end of period                            11.4                  (3.2)                 14.6
 1.                            Net cash outflow from other financing activities consists of Interest Paid
                               £0.7m (2024: £1.1m), Net Loan Repayment £8.0m (2024: £6.0m) and Dividends
                               paid of £1.4m (2024: £1.4m).
 2.                            Restricted cash relates to funds of £nil (2024: £0.5m) to settle contractual
                               payments under a grant scheme that the Group administers for the Department of
                               Education.

Net debt and cash equivalents at 31 December 2025 were £11.4m (2024: £(3.2)m
excluding restricted cash of £0.5m).

Operating cash inflow before tax for the period was £22.3m (2024: £14.9m),
£7.8m higher than last year driven by higher operating profit and exceptional
working capital movements, including a £3.2m advance payment from a customer
in relation to 2026. Cash expenditure on exceptionals was £2.4m, with £1.7m
of the NTU settlement and £0.7m of reorganisation costs.

Capitalised product development decreased to £3.3m (2024: £4.4m) in line
with the Group's product investment programme.

Cash outflow from other financing activities as defined above increased to
£10.1m (2024: inflow of £8.5m). The main impact being the repayment of the
multicurrency revolving facility where a net £8.0m was repaid (2024: £6.0m).
The Group paid an interim dividend of 0.65p per share in the year with £1.4m
returned to shareholders. Bank loan arrangement fees and all interest in the
period totalled £0.7m (2024: £1.1m).

It is expected that the business will move into a net debt position at H1 26,
following £6m of dividend payments, a one-off advance supplier payment of
£3m, natural reversal of year end working capital position and traditional
weighting of customer payments to H2, and then returning to a net cash
position by the end of the financial year.

Funding arrangements

On 29 December 2023 the Group entered into 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 activated in February 2026. The facility was
put in place to cover general corporate and working capital requirements of
the Group; as at 31 December 2025 £nil (2024: £8.0m) 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 2026 and October 2026
respectively. At 31 December 2025 none of the overdraft facilities were drawn.

Shareholders returns and dividends

As noted in the Trading Update on 12 December 2025 the Board announced a
special dividend of 1.5p per share which was paid on 29 January 2026. No final
dividend is proposed in respect of the year ended 31 December 2025. As noted
in the Dividend Announcement on 18 February 2026 an interim dividend of 1.3p
per share will be paid on 27 March 2026.

Going concern

As at 31 December 2025, the Group had cash and cash equivalents of £11.4m
(2024: £5.3m) and borrowings of £nil (2024: £8.0m). The Group has funding
arrangements in place as described earlier, also please see Note 14.

The Group benefits from strong annual recurring revenues and cash generation,
it also has a significant pipeline of committed income as it enters 2026. The
Group's net current liability position has decreased to £23.2m from £23.4m
in 2024. Net current liabilities primarily consists of net contract
liabilities of £31.4m (2024: £29.8m) relating to deferred customer revenue
recognised in accordance with IFRS 15.

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 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. 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.

Taxation

The corporation tax on profit before tax was £3.6m (2024: £0.4m). This
increase is primarily driven by the increased profit before tax in the year,
and the impact of previously unrecognised deferred tax assets in 2024.

Share options and share capital

On 16 September 2025, 950,000 nil-cost share options were granted to Mark
Pickett (550,000) and Diane McIntyre (400,000) as part of their ongoing
remuneration.

On 16 September 2025, 200,925 nil-cost share options were granted to eligible
employees on the Executive Board under the terms of its 2018 Long-Term
Incentive plan.

On 21 October 2025, 750,000 nil-cost share options were granted to eligible
employees on the Executive Board under the terms of its 2018 Long-Term
Incentive plan.

Earnings per share (EPS)

Adjusted basic earnings per share from continuing operations before
exceptional items and intangible asset impairment charges and amortisation,
which reflects the Group's underlying trading performance, decreased to 4.4p
(2024: 4.7p) due to the increased tax charge in the year.

Statutory basic earnings per share increased to 4.2p (2024: 2.6p) as a result
of the statutory profit in the year of £8.9m (2024: £5.5m).

Pension obligations

At 31 December 2025, the Group operated two defined benefit pension schemes
for the benefit of certain deferred employees of its subsidiaries in the UK.
These schemes are administered by separate funds that are legally separated
from the Company. The trustees of the pension funds are required by law to act
in the interest of the funds and of all relevant stakeholders in the schemes.
The trustees of the pension funds are responsible for the investment policy
with regard to the assets of the funds.

The surplus recognised under IAS 19 at the end of the year was £0.1m (2024:
surplus of £0.1m), with gross assets of £7.9m and gross liabilities of
£4.7m (2024: £7.9m and £4.7m respectively). Total actuarial losses
recognised in the consolidated statement of comprehensive income are £0.2m
(2024:  £0.1m). The Company does not have an unqualified right to apply any
surplus on one of the schemes and consequently a surplus of £3.1m has not
been recognised.

Diane McIntyre

Chief Financial Officer

 

Consolidated Income Statement

For the year ended 31 December 2025

 

                                                  Note      Year ended 31 December 2025

                                                            Total                        Year ended 31 December 2024

                                                            £'000                        Total

                                                                                         £'000
 Revenue                                          2         92,514                       90,008
 Cost of sales                                              (46,511)                     (46,513)
 Gross profit                                               46,003                       43,495
 Total administrative expenses                              (32,980)                     (36,602)
 Operating profit                                     3     13,023                       6,893
 Analysed as:                                     3                                      12,465

 Operating profit (before exceptional items)

                                                            13,819
 Exceptional items                                4         (796)                        (5,572)
 Operating profit (EBIT)                                    13,023                       6,893
 Finance income                                             175                          137
 Finance costs                                    5         (706)                        (1,172)
 Profit before tax                                          12,492                       5,858
 Tax charge                                         6       (3,564)                      (370)
 Profit attributable to the owners of the parent            8,928                        5,488

 Earnings per share
 Basic                                              8       4.2p                         2.6p
 Diluted                                            8       4.1p                         2.5p

 

Consolidated statement of comprehensive income

For the year ended 31 December 2025

 

                                                                                Note  Year ended         Year ended

                                                                                      31 December 2025   31 December 2024

                                                                                        £'000            £'000
 Profit for the year                                                                  8,928              5,488
 Other comprehensive income/(expense):                                                                   (89)

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

 Remeasurement of defined benefit pension schemes

                                                                                      (165)
 Deferred tax on measurement of defined benefit pension schemes                       5                  (8)
 Items that may be reclassified subsequently to profit or loss:                                          (1,453)

 Exchange differences on translation of foreign operations

                                                                                      285
 Other comprehensive income/(expense) for the year net of tax                         125                (1,550)
 Total comprehensive income for the year attributable to equity holders of the                           3,938
 parent

                                                                                      9,053

 

Consolidated balance sheet

As at 31 December 2025

                                                            Note  2025  £'000    2024  £'000
 Non-current assets
 Goodwill                                                   9     27,641         27,600
 Other intangible assets                                    10    50,836         50,041
 Property, plant and equipment                                    1,058          621
 Right-of-use assets                                              983            1,693
 Trade and other receivables                                11    624            -
 Deferred tax assets                                              2,737          6,873
 Retirement benefit scheme assets                                 118            102
                                                                  83,997         86,930
 Current assets
 Trade and other receivables                                11    11,143         16,197
 Contract assets                                            2     2,348          3,441
 Current tax assets                                               386            1,206
 Cash and cash equivalents                                  12    11,418         5,293
                                                                  25,295         26,137
 Total assets                                                     109,292        113,067
 Current liabilities
                                                            13                   (7,034)

 Trade and other payables                                         (4,522)
 Accruals                                                         (7,284)        (9,193)
 Contract liabilities                                       2     (33,725)       (29,783)
 Current tax liabilities                                          (1,969)        (2,352)
 Lease liabilities                                                (544)          (706)
 Provisions                                                       (424)          (502)
                                                                  (48,468)       (49,570)
 Net current liabilities                                          (23,173)       (23,433)
 Non-current liabilities
 Other payables                                             13    (34)           (66)
 Deferred tax liabilities                                         -              (2,547)
 Contract liabilities                                       2     (27)           (26)
 Lease liabilities                                                (415)          (903)
 Borrowings                                                 14    -              (8,000)
 Provisions                                                       (451)          (489)
                                                                  (927)          (12,031)
 Total liabilities                                                (49,395)       (61,601)
 Net assets                                                       59,897         51,466
 Equity
 Share capital                                                    10,719         10,693
 Share premium                                                    83             83
 Other reserves                                                   29,982         29,287
 Accumulated profits                                              19,113         11,403
 Total equity attributable to equity holders of the parent        59,897         51,466

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

                                                          Note  Share capital    Share premium      Other reserves    Accumulated                Total equity

                                                                £'000            £'000              £'000             (losses) /profits £'000    £'000
 Balance at 31 December 2023                                    10,611                   83         28,893            8.888                      48,475
 Profit for the year                                            -                -                  -                 5,488                      5,488
 Other comprehensive expense for the year                       -                -                  -                 (1,550)                    (1,550)
 Total comprehensive income for the year                        -                -                  -                 3,938                      3,938
 Issue of equity share capital                                  82               -                  -                 -                          82
 Equity dividend paid                                     7     -                -                  -                 (1,389)                    (1,389)
 Credit to equity for share-based payments                      -                -                  394               -                          394
 Tax charge on credit to equity for share-based payments  6     -                -                  -                 (34)                       (34)
 Contributions by and distributions to owners                   82               -                  394               (1,423)                    (947)
 Balance at 31 December 2024 and 1 January 2025                    10,693        83                   29,287          11,403                     51,466
 Profit for the year                                            -                -                  -                 8,928                      8,928
 Other comprehensive expense for the year                       -                -                  -                 125                        125
 Total comprehensive income for the year                        -                -                  -                 9,053                      9,053
 Issue of equity share capital                                  26               -                  -                 -                          26
 Equity dividend paid                                     7     -                -                  -                 (1,392)                    (1,392)
 Credit to equity for share-based payments                      -                -                  695               -                          695
 Tax charge on credit to equity for share-based payments  6     -                -                  -                 49                         49
 Contributions by and distributions to owners                   26               -                  695               (1,343)                    (622)
 At 31 December 2025                                            10,719           83                 29,982            19,113                     59,897

 

Consolidated cash flow statement

For the year ended 31 December 2025

                                                       Note  Year ended         Year ended

                                                             31 December 2025   31 December 2024

                                                             £'000              £'000
 Net cash from operating activities                    15    20,889             12,710
 Investing activities
 Purchases of property, plant and equipment                  (876)              (273)
 Expenditure on intangible assets                      10    (3,289)            (4,427)
 Proceeds from sub-leases                                    -                  17
 Net cash outflow from investing activities                  (4,165)            (4,683)
 Financing activities
 Interest paid                                               (648)              (1,066)
 Loan drawdown                                               -                  8,000
 Loan repayment                                              (8,000)            (14,000)
 Proceeds on issue of shares                                 26                 82
 Principal paid on lease liabilities                         (693)              (768)
 Interest paid on lease liabilities                          (53)               (76)
 Equity dividend paid                                   7    (1,392)            (1,389)
 Net cash (used in)/from financing activities                (10,760)           (9,217)
 Net (decrease)/increase in cash and cash equivalents        5,964              (1,190)
 Cash and cash equivalents at beginning of year              5,293              6,797
 Effect of foreign exchange rate changes                     161                (314)
 Cash and cash equivalents at end of year                    11,418             5,293

1.   General information

 

The basis of preparation of this preliminary announcement is set out below.

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2025 or 2024 but is derived
from those accounts. Statutory accounts for 2024 have been delivered to the
Registrar of Companies and those for 2025 will be delivered following the
Company's annual general meeting. The auditor BDO LLP has reported on the
statutory financial statements for the year ended 31 December 2025 and the
audit report was unqualified.

Whilst the financial information included in this preliminary announcement has
been completed in accordance with International Financial Reporting Standards
(IFRSs), this announcement itself does not contain sufficient information to
comply with IFRSs. The financial information has been prepared on the
historical cost basis, contingent consideration, share-based payments and
forward exchange contracts which are recognised at fair value.

Copies of this announcement can be obtained from the Company's registered
office at St Mary's Court, 55 St Mary's Road, Sheffield S2 4AN.

The full financial statements which comply with IFRSs will be communicated to
shareholders via their selected preference and are available to members of the
public at the registered office of the Company from that date and are now
available on the Company's website: www.tribalgroup.com
(http://www.tribalgroup.com/) .

 

2. Revenue for contracts with customers

The Group has split revenue into various categories which is intended to
enable users to understand the relationship between revenue streams and
segment information.

 31 December 2025                         UK £'000   Australia £'000   Other APAC  North America and Rest of the world  Total £'000

                                                                       £'000       £'000
 Subscriptions                            20,561     872               746         995                                  23,174
 Support and maintenance                  12,212     6,235             1,666       1,004                                21,117
 Cloud Services                           12,383     1,432             565         218                                  14,598
 Professional Services                    6,332      1,115             609         154                                  8,210
 Core Student Information Systems (SIS)   51,488     9,654             3,586       2,371                                67,099
 Other software & services                2,877      3,896             4           6                                    6,783
 Total Student Information Systems (SIS)  54,365     13,550            3,590       2,377                                73,882
 Government services                      13,024     -                 1           2,803                                15,828
 Performance benchmarking                 780        202               1,027       795                                  2,804
 Total Etio                               13,804     202               1,028       3,598                                18,632
 Total                                    68,169     13,752            4,618       5,975                                92,514

 

 31 December 2024                         UK £'000   Australia £'000   Other APAC £'000   North America and Rest of the world  Total £'000

                                                                                          £'000
 Subscriptions                            13,756     738               537                668                                  15,699
 Support and maintenance                  16,699     6,351             1,706              1,043                                25,799
 Cloud Services                           10,785     1,452             546                192                                  12,975
 Professional Services                    7,431      561               1,211              241                                  9,444
 Core Student Information Systems (SIS)   48,671     9,102             4,000              2,144                                63,917
 Other software & services                3,562      5,258             -                  5                                    8,825
 Total Student Information Systems (SIS)  52,233     14,360            4,000              2,149                                72,742
 Government services                      9,343      2                    6               5,487                                14,838
 Performance benchmarking                 1,013      117               982                316                                  2,428
 Total Etio                               10,356     119               988                5,803                                17,266
 Total                                    62,589     14,479            4,988              7,952                                90,008

Net contract liabilities
                                                        Contract asset/  Contract asset/

                                                        (liability)      (liability)

                                                        2025 £'000       2024 £'000
 Opening contract balance                               (26,368)         (21,814)
 Of which released to income statement                  26,342           21,814
 New billings and cash in excess of revenue recognised  (31,378)         (26,368)
 Closing contract balance                               (31,404)         (26,368)

Balances arise on contract assets and liabilities when cumulative payments
received from customers at the balance sheet date do not necessarily equal the
amount of revenue recognised on contracts. Customers are on standard payment
terms, which may result in settlement of invoices prior to the recognition of
associated revenue.

Contract assets inherently have some contractual risks associated with them
related to the specific and ongoing risks in each individual contract with a
customer. The impairment of contract assets reflects provisions recognised
against contract assets in relation to these risks.

 

The amount of incremental costs to obtain or fulfil a contract which extends
over a period of more than 12 months has been recognised as an asset in
prepayments totalling £0.4m (2024: £0.1m) and will be released in line with
the total contract revenue. No amount has been impaired at 31 December 2025 or
2024.

Remaining performance obligations

The amount of revenue that will be recognised in future periods on revenue
contracts entered into prior to 31 December when the remaining performance
obligations will be satisfied is analysed as follows:

 

At 31 December 2025

                                2026     2027      2028          Thereafter            Total

                                £'000    £'000     £'000         £'000                 £'000
 Subscriptions                  30,668   30,033    21,767        19,656                102,124
 Support and maintenance        15,416   8,968     4,244         371                   28,999
 Cloud Services                 15,355   14,685    8,600         7,698                 46,338
 Professional Services          5,412    291       77            -                     5,780
 Core SIS                       66,851   53,977    34,688        27,725                183,241
 Other software & services      4,768    1,880     712           65                    7,425
 Total SIS                      71,619   55,857    35,400        27,790                190,666
 Government services            16,100   12,203    3,016         1,153                 32,472
 Performance benchmarking       1,340    438       272           36                    2,086
 Total Etio                     17,440   12,641    3,288         1,189                 34,558
 TOTAL                          89,059   68,498    38,688        28,979                225,224
 At 31 December 2024            2025     2026      2027          Thereafter            Total

                                £'000    £'000     £'000         £'000                 £'000
 Subscriptions                  14,786   14,396     7,460        523                      37,165
 Support and maintenance        25,143   24,458    8,834           40                    58,475
 Cloud Services                 12,690   12,558    7,911           1,405                 34,564
 Professional Services          6,519       508    37             -                    7,064
 Core SIS                       59,138   51,920    24,242        1,968                 137,268
 Other software & services      3,938    2,133         996                268          7,335
 Total SIS                      63,076   54,053    25,238         2,236                144,603
 Government services            13,830   7,488        6,856            4,890           33,064
 Performance benchmarking       1,371    567         78                   59           2,075
 Total Etio                     15,201   8,055         6,934           4,949           35,139
 TOTAL                          78,277   62,108      32,172      7,185                 179,742

 

The Group's disclosure of remaining performance obligations includes the
aggregate transaction price allocated to unsatisfied performance obligations
arising from existing signed customer contracts at the reporting date.

In addition to contracted commitments, the disclosure also includes expected
future performance obligations associated with anticipated renewals of SITS
Cloud and SITS (nonHEFS) customer agreements. Although these renewal amounts
do not meet the definition of a current performance obligation under IFRS 15,
management considers their inclusion to provide users of the financial
statements with relevant and meaningful insight into the Group's future
revenue profile, these are typically customers who are considered low risk of
termination and there is an expectation that customers will need a longer time
to switch if they did terminate (two years in this case). This approach is
consistent with the methodology applied in the prior year.

The information presented is derived from the Group's committed income model,
which allocates the transaction price of contracted revenue and expected
renewal revenue across the periods in which the related services are
contracted to be delivered. The amounts disclosed therefore represent a
combination of contracted and anticipated revenues, based on observable
customer behaviour and established renewal patterns.

 

An analysis of the Group's revenue, all from continuing operations is as
follows:

                     2025     2024 £'000

                     £'000
                     92,514   90,008

 Sales of services
 Total revenue       92,514   90,008

Further details of the nature of the services provided are disclosed in Note
3. Sales of goods are not material and are therefore not shown separately.
Included in sales of services is £0.8m (2024: £1.3m) related to software
license revenues recognised as a result of a periodic review of our license
entitlement resulting from changes in our customers' enrolled student numbers.

All of the Group's revenue in 2025 and 2024 are from continuing operations,
there is no revenue in respect of discontinued operations.

3. Business Segments

Information reported to the Group's Chief Executive 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 Systems (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 (ES) 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.

 

 

 
Revenue
Adjusted segment operating profit

                                                                               Year ended         Year ended         Year ended         Year ended

                                                                               31 December 2025   31 December 2024   31 December 2025   31 December 2024

                                                                               £'000              £'000              £'000              £'000
 SIS                                                                           73,882             72,742             24,614             24,938
 Etio                                                                          18,632             17,266             2,933              409
 Total                                                                         92,514             90,008             27,547             25,347
 Unallocated corporate expenses                                                                                      (13,171)           (11,921)
 Amortisation of acquired software and customer contracts & relationships                                            (557)              (961)
 Adjusted operating profit                                                                                           13,819             12,465
 Exceptional items (see Note 4)                                                                                      (796)              (5,572)
 Operating profit                                                                                                    13,023             6,893
 Finance income                                                                                                      175                137
 Finance costs                                                                                                       (706)              (1,172)
 Profit before tax                                                                                                   12,492             5,858
 Tax charge                                                                                                          (3,564)            (370)
 Profit after tax                                                                                                    8,928              5,488

Associated depreciation and amortisation is allocated to segment profits and
is included in adjusted segment operating profit as above. The amount included
in SIS is £2.7m (2024: £2.7m) and within Etio £0.1m (2024: £0.2m). The
accounting policies of the reportable segments are the same as the Group's
accounting policies. Adjusted segment operating profit represents the
operating profit earned by each segment, without 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 14% (2024: 9%) have arisen from the
segment's largest customer; within SIS revenues of approximately 4% (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 the geographical location of the
customer, is shown below:

                    2025 £'000   2024 £'000
 UK                 68,167       62,589
 Australia          13,753       14,479
 Other APAC         4,618        4,988
 North America      3,450        3,243
 Rest of the world  2,526        4,709
                    92,514       90,008

Non-current assets (excluding deferred tax)

                    2025 £'000   2024

                                 £'000
 UK                 69,079       67,796
 Australia          11,643       11,719
 Other APAC         372          435
 North America      5            13
 Rest of the world  161          94
                    81,260       80,057

 

4. Exceptional Items

                                           2025 £'000   2024

                                                        £'000
 Takeover costs                            -            (191)
 Etio restructure                          -            (288)
 NTU settlement and associated costs       (81)         (3,023)
 Impairment of development costs           -            (1,405)
 Group restructuring and associated costs  (715)        (665)
 Total exceptional items                   (796)        (5,572)

The 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 Education Services Restructure.
(2025: £0.7m, 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. (2025: £nil, 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 contact between Tribal and NTU which
was terminated on 23 March 2023.

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

5. Finance Costs

                                        2025 £'000   2024 £'000
 Interest on bank overdrafts and loans  646          1,105
 Loan arrangement fees                  -            (24)
 Interest expense on lease liabilities  54           76
 Unwinding of discounts                 6            15
 Total finance costs                    706          1,172

 

6. Tax

                                        2025 £'000   2024 £'000
 Current tax                            155          (72)

 UK corporation tax
 Overseas tax                           1,804        2,630
 Adjustments in respect of prior years  (40)         9
                                        1,919        2,567
 Deferred tax                           1,454        (2,197)

       Current year
 Adjustments in respect of prior years  191          -
                                        1,645        (2,197)
 Tax charge on profits                  3,564        370

The continuing tax charge can be reconciled to the profit from continuing
operations per the income statement as follows:

                                                   2025 £'000   2024 £'000
 Profit before tax on continuing operations        12,492       5,858
 Tax charge at standard UK rate of 25.0%           3,123        1,465
 Effects of:                                       258          274

 Overseas tax rates
 Expenses not deductible for tax purposes          (9)          (33)
 Adjustments in respect of prior years             152          9
 Deferred tax on losses not previously recognised  6            (1,204)
 Foreign exchange differences                      -            (84)
 Losses not recognised                             -            15
 Other differences                                 34           -
 Movement in IFRIC 23 tax provision                -            (72)
 Tax expense for the year                          3,564        370

In addition to the amount charged to the income statement a deferred tax
charge of £49,000 (2024: £34,000) has been recognised directly in equity
during the year in relation to Share Schemes.

A deferred tax charge of £5,000 (2024: £8,000) has been recognised in the
Consolidated Statement of Comprehensive Income in relation to defined benefit
pension schemes.

The Group continues to hold appropriate uncertain tax provisions.

The income tax expense for the year is based on the UK statutory rate of
corporation tax for the period of 25.0% (2024: 25.0%).

Tax for other jurisdictions is calculated at the prevailing rates in the
respective jurisdictions.

7. Dividends

                                                                                  2025 £'000   2024 £'000
                                                                                  1,392        1,389

 Amounts recognised as distributions to equity holders in the period:

 Interim dividend for the year ended 31 December 2025 of 0.65 pence per share

 (Interim dividend for the year ended 31 December 2024 of 0.65 pence) per share
                                                                                  3,216        1,390

 Proposed dividend:

 Special dividend for the year ended 31 December 2025 of 1.5 pence per share
 (Proposed final dividend for the year ended 31 December 2024 of 0.65 pence per
 share)

 

The special dividend for the year ended 31 December 2025 of 1.5 pence per
share was paid on 29 January 2026 to shareholders on the register at 5 January
2026. No final dividend is proposed in respect of the year ended 31 December
2025. As noted in the dividend announcement on 18 February 2026 an interim
dividend of 1.3 pence per share will be paid on 27 March 2026.

The Board regularly reviews the available distributable reserves of Tribal
Group plc to ensure they are protected for future dividend payments.

8. Earnings per share

Basic earnings per share and diluted earnings per share are calculated by
reference to a weighted average number of Ordinary Shares calculated as
follows:

                                                                                2025 '000   2024 '000
 Weighted average number of shares outstanding:                                 214,067    213,520

 Basic weighted average number of shares in issue
 Dilutive weighted average number of employee share options                     2,402      2,515
 Total weighted average number of shares outstanding for dilution calculations  216,469    216,035

Diluted earnings per share reflects the dilutive effect of LTIP and CSOP share
options for which vesting 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 2,697,214 (2024:
2,737,673).

The adjusted basic and diluted earnings per share figures shown 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:

                                                                  2025 £'000

                                                                               2024

                                                                               £'000
 Net profit                                                       8,928        5,488
 Earnings per share                                               4.2p         2.6p

 Basic
 Diluted                                                          4.1p         2.5p
 Net profit (before exceptional items) *                          9,525        10,138
 Adjusted earnings per share                                      4.4p         4.7p

 Basic
 Diluted                                                          4.4p         4.7p
 * Net profit (before exceptional items) is calculated as below:  2025 £'000   2024 £'000
 Operating profit (before exceptional items)                      13,819       12,465
 Finance income                                                   175          137
 Finance costs                                                    (706)        (1,172)
 Profit (before exceptional items) before tax                     13,288       11,430
 Tax charge (before exceptional items)                            (3,763)      (1,292)
 Net profit (before exceptional items)                            9,525        10,138

 

9. Goodwill

                                2025 £'000   2024 £'000
 Cost                           108,831      109,755

 At 1 January
 Exchange differences           (41)         (924)
 At 31 December                 108,872      108,831
 Accumulated impairment losses  81,231       81,231

 At 1 January
 At 31 December                 81,231       81,231
 Net book value                 27,641       27,600

 At 31 December
 At 1 January                   27,600       28,524

Goodwill acquired in a business is allocated, at acquisition, to CGUs that are
expected to benefit from the business combination. The carrying amount of
goodwill has been allocated as follows:

                                    2025 £'000   2024 £'000
 Student Information Systems (SIS)  24,107       24,066
 Etio                               3,534        3,534
                                    27,641       27,600

Goodwill is reviewed at least annually for impairment by comparing the
recoverable amount of each CGU with the goodwill, intangible assets and
property, plant and equipment allocated to that CGU.

The recoverable amount of a CGU is determined based on value in use
calculations. These calculations use risk adjusted cash flow projections based
on the financial budget approved by management for the period to 31 December
2026. The budget was prepared based on past experience, strategic plans and
management's expectation for the markets in which they operate including
adjustments for known contract ends, contract related inflationary increases
and planned cost savings. From the budget a forecast was extrapolated by
product over a five-year period to give greater clarity on future cash flows.
Cash flows beyond the budget and extrapolation period were calculated into
perpetuity using a growth assumption of up to 2%. This growth rate is in line
with the expected long-term growth rate of the markets in which the business
operates.

The cash flow projections are discounted at a pre-tax discount rate of 15.1%
(2024: 13.2%). The single discount rate, which is consistently applied for
both CGUs, is determined with reference to available industry information and
reflects specific risks relevant to the Group.

Impairment testing inherently involves a number of judgemental areas,
including the preparation of cash flow forecasts for periods that are beyond
the normal requirements of management reporting, the assessment of the
discount rate appropriate to the Group and the estimation of the future
revenue and expenditure of each CGU.

Management does not believe a reasonably possible change in the key
assumptions would occur in the period of assessment that may cause an
impairment to arise.

10. Other Intangible Assets

                        Acquired software   Acquired Customer contracts & relationships      Acquired                Development costs £'000   Business systems  Software licenses  Total £'000

                       £'000                £'000                                            Intellectual property                             £'000             £'000

                                                                                             £'000
 Cost                  12,199               9,739                                            1,873                   63,623                    75                44                 87,553

 At 1 January 2024
 Additions             -                    -                                                -                       4,427                     -                 -                  4,427
 Impairments           -                    -                                                -                       (1,526)                   -                 -                  (1,526)
 Exchange differences  (545)                (232)                                            -                       (229)                     -                 (1)                (1,007)
                       11,654               9,507                                            1,873                   66,295                    75                43                 89,447

 At 31 December 2024
 Additions             -                    -                                                -                       3,289                     -                 -                  3,289
 Exchange differences  28                   12                                               -                       16                        -                 (1)                55
 At 31 December 2025   11,682               9,519                                            1,873                   69,600                    75                42                 92,791

 Amortisation

 At 1 January 2024     9,167                7,518                                            1,047                   19,876                    7                 44                 37,659
 Charge for the year   267                  694                                              97                      1,813                     8                 -                  2,879
 Impairments           -                    -                                                -                       (121)                     -                 -                  (121)
 Exchange differences  (545)                (222)                                            -                       (243)                     -                 (1)                (1,011)
 At 31 December 2024   8,889                7,990                                            1,144                   21,325                    15                43                 39,406
 Charge for the year   267                  290                                              98                      1,835                     8                 -                  2,498
 Exchange differences  27                   12                                               -                       13                        -                 (1)                51
 At 31 December 2025   9,183                8,292                                            1,242                   23,173                    23                42                 41,955
 Carrying amount
 At 31 December 2025   2,499                1,227                                            631                     46,427                    52                -                  50,836
 At 31 December 2024   2,765                1,517                                            729                     44,970                    60                -                  50,041

Software, customer contracts and relationships and intellectual property that
have arisen from acquisitions 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
licenses are all included within administrative expenses.

As at 31 December 2025, development costs of £23.0m (2024: £25.3m) remain
unamortised as assets under construction. This includes costs directly
incurred on developing the Edge Admissions module together with a proportion
of costs incurred in developing the Edge Platform.

The useful lives of Development costs are based on management's estimate of
the period that the software assets will generate revenue. Tribal's highly
customised software provides seamless transfer of critical data sets and is
sold into a market which is characterised by the need for high levels of
interoperability with other systems and processes. Management consider a
useful economic life of up to 15 years is appropriate.

This estimate is periodically reviewed for continued appropriateness. Changes
to estimates can result in significant variations in the carrying value and
amounts charged to the Consolidated Income Statement in specific periods. If
the useful life of each asset were reduced by two years, this would result in
a £0.4m increase in the amortisation charge for the year.

All amortisation is charged within Administrative expenses

The Group is required to test annually if there are any indicators of
impairment and perform an impairment test on all assets which are under
development, irrespective of whether there is an indicator of impairment. The
recoverable amount is determined based on value in use calculations of
identified CGUs. The use of this method requires the estimation of future cash
flows based on the Group's mid-range plans; the key assumption that affects
this is revenue growth. This assumption has been sensitised as part of current
year testing.

The discount and growth rates are estimated using a pre-tax weighted-average
cost of capital ("WACC") that is indicative of current market assessments of
the time value of money, based on risks specific to the market in which the
Group operates.

Cash flow projections are prepared for a 15-year period from 31 December 2025
as this is the expected life cycle of the CGUs. The pre-tax discount rate used
in the models is 15.1%.

Other products under development have been allocated to CGUs (SITS and
Callista) being the foundation products into which the new modules will be
incorporated.

The impairment testing allocates all assets relating to specific CGUs and an
allocation of corporate assets that are not directly attributable to one CGU.

11. Trade and other receivables

                                               2025 £'000   2024 £'000
 Current

 Amounts receivable for the sale of services   6,554        11,637
 Less: Allowance for expected credit loss      (535)        (819)
                                               6,019        10,818
 Other receivables                             1,141        648
 Prepayments                                   3,983        4,731
                                               11,143       16,197

 Non-current

 Prepayments                                   624          -
                                               624          -
 Total                                         11,767       16,197

 

The Group's principal financial assets are cash and cash equivalents and trade
and other receivables which represent the Group's maximum exposure to credit
risk in relation to financial assets. The Group's credit risk is primarily
related to its trade receivables. The credit risk on liquid funds is limited
because the counterparties are banks with high credit ratings assigned by
international credit rating agencies.

All receivables are due within one year in both current and prior years.

The Directors consider that the carrying amount of trade and other receivables
approximates to their fair value.

Trade receivables

Trade receivables are measured at amortised cost. The average credit terms on
sales is 30 days (2023: 30 days). The Group sells the majority of its services
to the public sector or related bodies and institutions, and as such there is
a low incidence of default experience.

Of the total trade receivables balance at the end of the year there were three
customers (2024: four) who held balances outstanding of more than 5% (2025:
£1.0m; 2024: £4.0m). The average age of receivables is 26 days (2024: 37
days).

The Group applies the IFRS 9 simplified approach to measure expected credit
losses using a lifetime expected credit loss allowance for trade receivables
and accrued income. To measure expected credit losses on a collective basis,
trade receivables and accrued income are grouped based on similar credit risk
and ageing.

At 31 December 2025 the lifetime expected loss allowance for trade receivables
is as follows:

              Expected loss rate  Gross carrying amount  Loss provision £'000

                                  £'000
 Current      2%                  4,266                  84
 30-60 days   1%                  666                    5
 60-90 days   2%                  753                    18
 90-180 days  3%                  454                    14
 180+ days    100%                415                    414
 Total                            6,554                  535

 

At 31 December 2024 the lifetime expected loss allowance for trade receivables
is as follows:

              Expected loss rate  Gross carrying amount  Loss provision £'000

                                  £'000
 Current      0.4%                8,723                  33
 30-60 days   1%                  563                    6
 60-90 days   35%                 92                     32
 90-180 days  4%                  1,519                  61
 180+ days    93%                 740                    687
 Total                            11,637                 819

 

 
 

Movement in the expected credit loss allowance for trade receivables is as
follows:

                                         2025 £'000   2024 £'000
 Balance at the beginning of the year    819          665
 IFRS 9 expected credit loss adjustment  301          583
 Amounts written off during the year     34           16
 Movements on unused amounts             (619)        (445)
 Balance at the end of the year          535          819

 
Contract assets

Contract assets are measured at amortised cost. Contract assets inherently
have some contractual risks associated with them related to the specific and
ongoing risks in each individual contract with a customer. These are subject
to the expected credit loss impairment under IFRS 9.

Revenue provisions recognised in the income statement in respect of contract
assets amount to £0.1m (2024: £0.1m).

12. Cash and cash equivalents

                            2025 £'000   2024 £'000
 Cash and cash deposits     11,418       4,845
 Other deposits             -            448
 Cash and cash equivalents  11,418       5,293

 

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

13. Trade and other payables

                                     2025 £'000   2024 £'000
 Current                             477          960

 Trade payables
 Other taxation and social security  3,268        3,450
 Other payables                      777          2,624
                                     4,522        7,034
 Non-current                         34           66

 Other payables
                                     34           66
 Total                               4,556        7,100

The average credit period taken for trade purchases is 30 days (2024: 30
days). For most suppliers, no interest is charged on the trade payables for
the first 30 days from the date of invoice. Thereafter, in some cases,
interest may be charged on the outstanding balances due to certain suppliers
at various interest rates. The Group has financial risk management policies in
place to ensure that all payables are paid within a reasonable time frame. The
Directors consider that the carrying amount of trade and other payables
approximates their fair value.

Other payables are split as follows:

                  2024 £'000   2024 £'000
 Grant creditor   -            448
 Other creditors  777          509
 NTU settlement   -            1,667
                  777          2,624

14. Borrowings

The Group has a £2.0m committed overdraft facility in the UK and a AUD$2.0m
committed overdraft facility in Australia, both facilities are committed for a
12-month rolling period ending August 2026 and October 2026 respectively. At
31 December 2025 none of the overdraft facilities were drawn.

On 29 December 2023 the Group entered into a three-year £20.0m multicurrency
revolving facility with HSBC, plus a £5.0m accordion, with the option to
extend by a further two years. On 10 January 2025 the first extension option
of one year was invoked and on 3 February 2026 the second extension was
invoked. The facility was put in place to cover general corporate and working
capital requirements of the Group, as at 31 December 2025 £nil (2024: £8.0m)
of the loan was utilised.

The facility interest charge is set at SONIA +1.40% and the loan is subject to
two covenants: Senior interest cover (ratio of EBITDA to Senior interest
charge) and Total debt cover (ratio of total debt to EBITDA). The Directors
have reviewed the forecast covenants and do not expect any breach for the
foreseeable future.

15. Notes to the cash flow statement

                                                           2025 £'000   2024 £'000
 Operating profit from continuing operations               13,023       6,893
 Depreciation of property, plant and equipment             416          433
 Depreciation of right-of-use assets                       746          889
 Amortisation and impairment of other intangible assets    2,496        2,879
 Impairment of development costs                           -            1,405
 Share-based payments                                      692          394
 Research and development tax charge                       -            44
 Net pension (credit)/charge                               (6)          13
 Other non-cash items                                      (37)         (280)
 Operating cash flows before movements in working capital  17,330       12,670
 Decrease/(increase) in receivables                        5,509        (81)
 (Decrease)/Increase in payables                           (502)        2,273
 Net cash from operating activities before tax             22,337       14,862
 Net tax paid                                              (1,448)      (2,152)
 Net cash from operating activities                        20,889       12,710

Net cash from operating activities before tax can be analysed as follows:

                        2025 £'000   2024 £'000
 Continuing operations  22,337       14,862

16. Analysis of net cash/(debt)

                                   2025 £'000   2024 £'000
 Cash and cash deposits (Note 12)  11,418       4,845
 Borrowings                        -            (8,000)
                                   11,418       (3,155)

 

 Reconciliation of changes in net cash/(debt)          2025 £'000   2024 £'000

 Opening net debt                                      (3,155)      (7,203)
 Net increase/(decrease) in cash and cash equivalents  5,964        (1,190)
 Movement in borrowings                                8,000        6,000
 Restricted cash                                       448          (448)
 Non-cash effect of foreign exchange rate changes      161          (314)
 Closing net cash/(debt)                               11,418       (3,155)

 

Restricted cash related to funds of £nil (2024: £0.4m) to settle contractual
payments under a grant scheme that the Group administers for the Department of
Education.

17. Alternative performance measures (APM)

A number of non-IFRS adjusted profit measures are used in this preliminary
announcement. 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 (see Note 4).

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.

                                                                       2025 £'000   2024 £'000
 Statutory operating profit                                            13,023       6,893
 Amortisation of development costs and acquired intellectual property  1,933        1,910
 Amortisation of other intangibles                                     8            8
 Depreciation of property, plant and equipment                         416          433
 Depreciation of right-of use assets                                   747          889
 Amortisation of software and customer contracts and relationships     557          961
 Exceptional items (Note 4)                                            796          5,572
 Adjusted EBITDA                                                       17,480       16,666

 

                                 2025 £'000   2024 £'000
 Adjusted EBITDA                 17,480       16,666
 Exceptional items (Note 4)      (796)        (5,572)
 EBITDA after exceptional items  16,684       11,094
 Depreciation and amortisation   (3,661)      (4,201)
 Operating profit (EBIT)         13,023       6,893
 Net financing costs             (531)        (1,035)
 Profit before tax               12,492       5,858

 

18. Contingent liabilities and commitments

The Company and its subsidiaries have provided performance guarantees issued
by its banks on its behalf, in the ordinary course of business, totalling
£0.1m (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.

The Group delivers complex multi-year projects which from time to time give
rise to significant operational and commercial risks. Such risks may, in
certain circumstances, lead to potential negotiations or disputes with
customers which may give rise to consequential financial or commercial
obligations or liabilities arising.

 

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