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AdvancedAdvT Limited published its financial results for the year ending 28 February 2025, reporting revenue of £43.3m, adjusted EBITDA of £11.3m, and basic EPS of 8p. As of 28 February 2025, the Group held £109.5m in cash and cash equivalent assets. AdvancedAdvT acquired Celaton Limited for £4.8m in July 2024 and, post-period end in May 2025, acquired HFX Limited for £5.3m and GOSS Technology Limited for £7.1m.
| Date | 30 Jun 2025 |
| Time | 07:00:09 |
| Category | Results |
| ID | 8603O |
30 June 2025
AdvancedAdvT Limited
Financial Results for Year Ending 28 February 2025
AdvancedAdvT Limited (LSE: ADVT, "AdvT", the "Group"), the international software solutions provider for the business solutions, compliance, and human capital management sectors, has published its year end results for the twelve months to 28 February 2025, with comparative numbers given for the period 8 months to 29 February 2024 ("PE24").
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• |
Revenue from operations of £43.3m (PE24 : £21.1m) |
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• |
Recurring revenue of £34.8m representing 80.3% of total revenues (PE24: £16.3m and 77%) |
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• |
Adjusted EBITDA from operations of £11.3m, ahead of management expectations (PE24: £4.4m) |
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• |
Pre-tax profit from continuing operations of £11.3m (PE24: £5.1m) |
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• |
Reported basic EPS: 8p (PE24: 5p) |
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• |
Cash and Cash equivalent assets of £109.5m (PE24: £102.9m), made up of Cash of £88.5m and Cash equivalents of £21.0m investment stake in M&C Saatchi plc (PE24: £82.1m and £20.8m respectively) |
|
• |
Proforma organic revenue growth of 17.8% and Adjusted EBITDA growth of 90.0%1 on the acquired businesses (12months to 29 February 2025 vs. 29 February 2024) |
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• |
Growth driven by the adoption of best practices and securing of a number of multi-year contract renewals |
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• |
Acquired Celaton Limited ("inSTREAM") an intelligent process automation (IPA) platform in July 2024 for £4.8m |
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• |
Post period end in May 2025, acquired HFX Limited, a provider of a workforce management SaaS platform for £5.3m |
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• |
Post period end in May 2025, acquired GOSS Technology Limited, a digital platform that supports public sector organisations in driving digital transformation for £7.1m |
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• |
Continued operational improvements within acquired businesses |
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• |
Refreshed the Go To Market ("GTM") strategy following the significant investment in SaaS and Cloud product offerings prior to our acquisition |
Vin Murria, AdvancedAdvT's Executive Chairperson, said
"The Group is experiencing good Revenue and EBITDA growth, with Proforma revenue up 17.8% and Adjusted EBITDA increasing by 90.0%1. This performance is being driven by better operational focus, the expansion of multiyear contracts, and the positive momentum from customers embracing the benefits of digital transformation and choosing us to support their strategic delivery. We see good opportunity for business growth, particularly with AI, automation and SaaS offerings, to support customers digital journey and transformation. Having completed three small acquisitions (one pre and two post period), the Group retains £109.5m of Cash and Cash equivalent assets to further drive organic and acquisitive growth.
1Unaudited proforma results for the 12 months to 28 February 2025 and 12 months to 29 February 2024 for the four originally acquired businesses on 31 July 2023 and Celaton acquired on 1 July 2024.
Enquiries:
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AdvancedAdvT Limited |
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Vin Murria, Chairperson Gavin Hugill, Chief Financial Officer |
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Singer Capital Markets (Nominated Adviser and Broker) |
Tel: 020 7496 3000 |
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Philip Davies / Sam Butcher |
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KK Advisory (Investor Relations) |
Tel: 020 7039 1901 |
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Kam Bansil |
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Note to Editors
AdvancedAdvT Limited (AdvT) provides software solutions and platforms across two business transformational areas: business solutions & compliance, and human capital management.
AdvT is an agent for change. The Group enables the delivery of Artificial Intelligence ("AI"), data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
AdvT is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries and digital sectors.
Chairperson's statement
In the year ended 28 February 2025, the Group made good progress in executing on its strategy which is centred around backing sectors characterised by long term AI, automation, digital transformation and data analytics, and business intelligence trends.
Embracing a long-term perspective, the aim is to build a lasting and thriving business. This thinking shapes how capital is deployed on both M&A and within the acquired businesses. A strategy centred around business led digital transformation and continuous improvement aligns and deepens our relationships with our clients and partners.
The management team boasts substantial experience in the software and services sector, having invested in and operated a range of high-performing businesses in the sector. The team has successfully driven operational excellence within these enterprises, resulting in consistent organic growth. Management has a proven track record of targeted and accretive mergers and acquisitions in the software sector and this expertise, combined with the recent acquisitions, positions AdvT well to build a robust platform for future growth.
Our initial acquisition, a carve-out of five businesses from Capita on 31 July 2023, established the platform and created an opportunity to expand our capabilities and offerings through three subsequent acquisitions.
Our initiatives since acquiring both the initial and subsequent acquisitions have encompassed a concerted effort towards standardisation and simplification, aimed at harnessing best practices to optimise go-to-market strategies and operational activities.
The Group performance is measured through a set of core financial metrics, including recurring revenue, adjusted EBITDA, and free cash flow. These indicators serve as benchmarks in gauging our progress, ensuring alignment with our overarching strategic objectives and commitment to delivering sustainable value to our stakeholders.
The Group continues to hold a 9.8% stake in M&C Saatchi plc.
Current trading and outlook
Despite the macroeconomic and political uncertainty, we believe that the current environment will present numerous opportunities to develop the Group, both organically and by acquisition.
In the current financial year, which started on 1 March 2025, the Group has continued to make good progress, securing contracts across both the public and private sector customer bases. The performance of the acquired companies continues to meet expectations with the integration of HFX and GOSS progressing well. Overall, the Group is trading in line with the management's expectation.
The Group reported revenues from operations of £43.3m in the year under review, with recurring revenue of £34.8m representing 80.3% of total revenue. Adjusted EBITDA from continuing operations was £11.3m, which was ahead of management expectations. The Group ended the period with cash of £88.5m.
The Group's operational performance has improved significantly, underpinned by a combination of major contract wins and the adoption of best practices that are notably driving operational improvements. These initiatives have resulted in proforma revenue growth of 17.8% and a 90.0% increase in adjusted EBITDA for the 12 months ended 28 February 2025, compared to the 12 months ended 29 February 2024.
Building on this momentum, the Group has continued to embed operational improvements across its businesses, further enhancing their performance and strengthening their long-term prospects. These efforts have been supported by refreshed go-to-market strategies, which align with and leverage the substantial investments made in SaaS and Cloud product offerings prior to the initial acquisitions.
The Group acquired inSTREAM for £4.8m net of cash on 1 July 2024. inSTREAM is a machine-learning AI based intelligent process automation ("IPA") platform. Its functionality provides intelligent document processing ("IDP") with data recognition, classification, validation and enrichment, continual process automation with machine-learning AI algorithms and analytics.
This acquisition strengthened the Group's offering, with public sector clients able to benefit from enhanced automation in accounts payable and sales order workflows. inSTREAM's capabilities will drive greater efficiency, throughput, and compliance, improving both operational performance and supplier relationships. The integration creates opportunities for revenue growth and efficiency gains across the Group.
In the two years prior to this acquisition, inSTREAM invested £2.3m in product development, targeted at platform AI capabilities, web user interface and multi-language support. Its customers consist of multi-national enterprises with high volume process needs including Talk Talk, Currys and Capgemini.
With substantial cash reserves (£88.5m as at 28 February 2025, prior to the acquisition of HFX and GOSS), and our investment in M&C Saatchi plc (valued at £21.0m as at 28 February 2025), we remain well-positioned to execute disciplined, synergistic and accretive M&A opportunities.
M&A continues to be central to the Group's strategy, focusing on businesses that align closely with our management team's vision and demonstrate key characteristics necessary to generate long-term value.
The Board will continue to evaluate each potential target against its acquisition criteria, seeking businesses with:
• high recurring revenue streams and good forward visibility;
• sticky customer retention;
• mission critical products and services;
• opportunities for both organic and inorganic growth;
• strong cash generation;
• sectors with high barriers to entry; and in
• highly fragmented industries with opportunities for consolidation
Our business solutions and healthcare compliance operations have pivoted to place greater emphasis on the customer, their evolving needs and to deliver value-driven software and digital solutions. This focus has helped secure and deepen relationships with both new and existing customers.
The Group is witnessing a growing momentum in the public sector towards digital transformation, driven by an increasing demand for digital services and solutions. While this trend presents significant opportunities for innovation and growth, it is currently tempered by ongoing budgetary constraints. Public sector organisations are under pressure to adopt digital tools not only to enhance productivity and meet strategic objectives, but also to navigate financial limitations and deliver value within tighter fiscal frameworks.
Within the human capital management ("HCM") operations, the Group continues to expand its customer base on the SaaS platform, reflecting strong market interest and adoption. At the same time, we are investing in new offerings and enhanced capabilities aimed at delivering differentiated value to our clients. While these developments present clear growth opportunities, they also require careful management of investment risk and execution complexity.
Encouragingly, digitalisation trends remain positive, with both new and existing clients increasingly adopting our cloud-based resourcing SaaS platform. This shift supports process simplification and the implementation of best practices. Additionally, the integration of AI functionality, such as the resource suitability engine introduced in recent releases, offers promising efficiency gains. However, the pace of technological change and evolving client expectations necessitate ongoing innovation and agility to maintain competitive advantage.
The Group has made strategic investments in AI and automation to better serve the evolving needs of public sector customers. In HCM, AI is being applied to enhance resource allocation and support the development of intelligent skill-matching capabilities. These innovations aim to improve workforce planning and operational efficiency. We have also adapted AI-driven technologies for public sector finance operations, including the integration of an intelligent engine for e-invoicing to streamline processing and reduce administrative burden. Additionally, new platforms have been introduced with advanced data interpretation layers, natural language querying, and enhanced reporting features to support data-driven decision-making. As we continue to explore emerging AI use cases, we remain committed to leveraging leading platforms and technologies to drive further automation and deliver measurable value to our customers.
The Group has also set up an Indian offshore development centre, hiring a core team of known individuals. The team has initially focused on developing new functionality for the Human Capital management products.
On behalf of the Board, I would like to extend my sincere thanks to Mark Brangstrup Watts for his valued contribution, commitment, and support since the Company's formation. His insight and guidance have been greatly appreciated, and we wish him every success in his future endeavours.
Vin Murria, Chairperson
For the year ended 28 February 2025, the Group generated revenues of £43.3m, compared to £21.1m for the 8 months to 29 February 2024. Recurring revenues as a proportion of total revenue increased by 3.3percentage points to 80.3%, up from 77% for the 8 months to 29 February 2024. This growth was driven by enhanced go-to-market strategies, updated pricing models, and a stronger alignment with customer needs, resulting in higher revenues from existing customer budgets and the securing of new multi-year contracts.
Our cloud strategy continues to gain strong traction across both public and private sector markets. In the public sector, 60 organisations have already adopted our Centros Integra solution, built on Microsoft Azure. Meanwhile, in the private sector, our Retain cloud product has reported an impressive 96% year-on-year growth in SaaS revenue for the 12 months ending May 2025.
Adjusted EBITDA, a key underlying measure of the Group's performance, rose significantly to £11.3m, representing 26.0% of reported revenues. This marks a substantial improvement against the 8 months ended 29 February 2024 with an EBITDA of £4.4m and a margin 20.0% of revenues. The increase reflects the positive impact of ongoing enhancements to our go-to-market strategies and operational initiatives, which have driven both revenue growth and margin expansion. On a proforma basis, revenue grew by 17.8%, while adjusted EBITDA increased by 90.0% for the 12 months ended 28 February 2025, compared to the prior 12-month period.
Our focus on operational improvements has played a crucial role in this success. By systematically identifying and removing inefficiencies, we have streamlined our operations, leading to cost savings and improved margins. The adoption of fit-for-purpose systems, frameworks, and processes has further supported these efforts, ensuring that our operations are both efficient and scalable.
Looking ahead, we remain committed to these strategic initiatives, which we believe will continue to drive profitability and support sustainable growth. Our ongoing investments in technology and process optimisation are expected to yield further improvements in operational efficiency and readiness for growth.
The Group has successfully implemented core business systems across critical functions as part of an overarching program. These implementations include Customer Relationship Management (CRM) in 2024, benefits administration in 2024, and Human Resources (HR), payroll, financial management, and professional services in 2025. By establishing these foundational frameworks, we aim to streamline processes and enhance operational agility.
As we continue to standardise, optimise, and integrate acquired businesses, we anticipate that the adoption of best practices and the benefits of scale will lead to growth and improved margins.
On 28 November 2024, through the creation of a new subsidiary, the group established its own Indian offshore development centre. Utilising the management teams' network and relationships we employed a core team of known individuals, and the Indian operation ended the year with a headcount of 16. The development team in its first few months has focused on accelerating functionality and capabilities of our Human Capital Management products.
The table below reconciles EBITDA to operating profit including one off adjustments and the fair value gains.
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Audited Period ending |
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Feb-25 |
Feb-24 |
|
(Feb-24 is a 8 month period) |
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£000s |
£000s |
|
|
|
|
|
|
Revenue |
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43,274 |
21,122 |
|
|
|
|
|
|
EBITDA |
|
10,510 |
2,069 |
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Acquisition expenses, stamp duties and relisting expenses |
|
838 |
2,309 |
|
Adjusted EBITDA |
|
11,348 |
4,378 |
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Depreciation |
|
(65) |
(69) |
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Adjusted operating profit |
|
11,283 |
4,309 |
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Amortisation of intangible assets |
|
(3,189) |
(1,597) |
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Acquisition expenses, stamp duties and relisting expenses |
|
(838) |
(2,309) |
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Fair Value gain on Financial Assets |
|
180 |
2,580 |
|
Operating profit |
|
7,436 |
2,983 |
Through management of cash reserves, the Group had a net finance income of £3.9m (2024: £2.3m) and profit before tax from continuing operations of £11.3m (2024: £5.1m).
The Group's 9.8% stake in M&C Saatchi plc was valued at £21.0m at 28 February 2025 (29 February 2024: £20.8m), an increase of £0.2m.
The Group has recognised a deferred tax asset of £1.3m predominantly in respect of losses expected to be utilised in future periods. The Group has a deferred tax liability of £4.0m relating to intangible assets recognised on acquisition.
Free cashflow from continuing activities |
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Feb-25 |
Feb-24 |
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(Feb-24 is a 8 month period) |
|
£000s |
£000s |
|
Operating profit from continuing activities |
|
7,436 |
2,983 |
|
Fair value on financial assets |
|
(180) |
(2,580) |
|
Depreciation |
|
65 |
69 |
|
Acquisition expenses, stamp duties and relisting expenses |
|
838 |
2,309 |
|
Amortisation and impairment of intangible assets |
|
3,189 |
1,597 |
|
Adjusted EBITDA |
|
11,348 |
4,378 |
|
Provision release |
|
(370) |
- |
|
(Increase)/decrease in working capital |
|
(712) |
823 |
|
Adj. operating cashflow |
|
10,266 |
5,201 |
|
Cash conversion |
|
90% |
119% |
|
Capital expenditure |
|
(1,358) |
(1,025) |
|
Acquisition expenses, stamp duties and relisting expenses |
|
(838) |
(2,309) |
|
Unrealised exchange (losses) |
|
(127) |
(5) |
|
Interest and dividend income |
|
3,614 |
2,530 |
|
Free cashflow |
|
11,557 |
4,392 |
Basic and diluted EPS was 8p (29 February 2024: 5 pence).
The Board does not currently recommend a dividend. It intends to review the Group's dividend policy following significant deployment of AdvT's capital and will only commence the payment of dividends when it becomes commercially appropriate.
The Group's cash position as at 28 February 2025 was £88.5m (29 February 2024: £82.1m), before the net cash outflow of £4.8m to acquire HFX and GOSS.
Adjusted operating cashflow was £10.3m, representing 90% cash conversion of adjusted EBITDA (29 February 2024: £5.1m and 119%). Cash conversion was impacted by the timing of a few large trade receivables invoices and their collection shortly after the year end. The Group also capitalised £1.3m of R&D cost.
Free cash flow from continuing activities was £11.6m (29 February 2024: £4.4m). This was impacted by the acquisition of inSTREAM on 1 July 2024, for cash consideration of £4.8m net of cash acquired of £1.7m.
Following the year-end, the Group completed two additional acquisitions: HFX Limited and GOSS Technology Group Limited. HFX provides a workforce management SaaS platform, while GOSS offers a digital platform that supports public sector organisations in driving digital transformation through innovative online solutions.
Gavin Hugill, Chief Financial Officer
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Year |
Eight months |
|
|
|
ended |
ended |
|
|
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28-Feb-2025 |
29-Feb-2024 |
|
|
|
£000s |
£000s |
|
|
|
|
|
|
Revenue |
|
43,274 |
21,122 |
|
Cost of sales |
|
(15,580) |
(8,333) |
|
Gross Profit |
|
27,694 |
12,789 |
|
|
|
|
|
|
Administrative expenses |
|
(17,184) |
(10,720) |
|
Depreciation |
|
(65) |
(69) |
|
Amortisation |
|
(3,189) |
(1,597) |
|
Fair value on financial assets |
|
180 |
2,580 |
|
Operating profit |
|
7,436 |
2,983 |
|
|
|
|
|
|
Dividend received |
|
192 |
- |
|
Net finance income |
|
3,740 |
2,295 |
|
Share-based payment expense |
|
(109) |
(72) |
|
Profit before tax for continuing operations |
|
11,259 |
5,206 |
|
|
|
|
|
|
Taxation |
|
(382) |
(458) |
|
Profit for the period from continuing operations |
|
10,877 |
4,748 |
|
|
|
|
|
|
Discontinued Operations |
|
|
|
|
Profit for period from discontinued operations |
|
- |
37 |
|
Gain on disposal of discontinued operations |
|
- |
2,218 |
|
Total comprehensive profit for the period attributable to owners of the parent |
|
10,877 |
7,003 |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Items that may subsequently be reclassified to profit and loss |
|
|
|
|
|
|
|
|
|
Translation |
|
(127) |
(5) |
|
Total comprehensive income for the period attributable to owners of the parent |
|
10,750
|
6,998 |
|
|
|
|
|
|
Profit per ordinary share (£) |
|
|
|
|
Basic |
|
0.08 |
0.05 |
|
Diluted |
|
0.08 |
0.05 |
|
|
|
As at |
As at |
|
|
|
28-Feb-2025 |
29-Feb-2024 |
|
|
|
£000s |
£000s |
|
Non-current assets |
|
|
|
|
Intangible assets |
|
19,405 |
18,987 |
|
Goodwill |
|
24,715 |
22,145 |
|
Property, plant and equipment |
|
53 |
70 |
|
Contract fulfilment assets |
|
308 |
775 |
|
Deferred tax |
|
1,263 |
1,170 |
|
Financial asset at fair value through profit or loss |
|
21,000 |
20,820 |
|
|
|
66,744 |
63,967 |
|
Current assets |
|
|
|
|
Inventories |
|
108 |
81 |
|
Trade and other receivables |
|
12,602 |
7,067 |
|
Cash and cash equivalents |
|
88,510 |
82,111 |
|
Total current assets |
|
101,220 |
89,259 |
|
|
|
|
|
|
Total assets |
|
167,964 |
153,226 |
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
Sponsor shares |
|
- |
- |
|
Ordinary shares |
|
131,166 |
131,166 |
|
Warrant reserve |
|
98 |
98 |
|
Warrant cancellation reserve |
|
350 |
350 |
|
Share-based payment reserve |
|
582 |
473 |
|
Translation reserve |
|
(122) |
5 |
|
Retained Earnings |
|
9,051 |
(1,826) |
|
Total equity |
|
141,125 |
130,266 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
6,130 |
5,036 |
|
Corporation taxation |
|
727 |
248 |
|
Contract liabilities |
|
13,872 |
11,051 |
|
Total current liabilities |
|
20,729 |
16,335 |
|
|
|
|
|
|
Non-current Liabilities |
|
|
|
|
Deferred tax liability |
|
3,963 |
3,769 |
|
Contract liabilities |
|
475 |
814 |
|
Provisions |
|
1,672 |
2,042 |
|
Total non-current liabilities |
|
6,110 |
6,625 |
|
|
|
|
|
|
Total equity and liabilities |
|
167,964 |
153,226 |
|
|
Sponsor share
|
Ordinary shares |
Warrant reserves |
Warrant cancellation Reserve |
Share based payment reserve |
Translation Reserve |
Accumulated losses/ Retained Earnings |
Total equity |
|
|
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
£000s |
|
Balance as at 30 June 2022 |
- |
131,166 |
98 |
350 |
305 |
- |
(10,261) |
121,658 |
|
Total comprehensive profit for the period |
- |
- |
- |
- |
- |
- |
1,432 |
1,432 |
|
Share-based payment expense |
- |
- |
- |
- |
96 |
- |
- |
96 |
|
Balance as at 30 June 2023 |
- |
131,166 |
98 |
350 |
401 |
- |
(8,829) |
123,186 |
|
Total comprehensive profit for the period |
- |
- |
- |
- |
- |
- |
7,003 |
7,003 |
|
Share-based payment expense |
- |
- |
- |
- |
72 |
- |
- |
72 |
|
Translation |
- |
- |
- |
- |
- |
5 |
- |
5 |
|
Balance as at 29 February 2024 |
- |
131,166 |
98 |
350 |
473 |
5 |
(1,826) |
130,266 |
|
Total comprehensive profit for the period |
- |
- |
- |
- |
- |
- |
10,877 |
10,877 |
|
Share-based payment expense |
- |
- |
- |
- |
109 |
- |
- |
109 |
|
Translation |
- |
- |
- |
- |
- |
(127) |
- |
(127) |
|
Balance as at 28 February 2025 |
- |
131,166 |
98 |
350 |
582 |
(122) |
9,051 |
141,125 |
|
|
|
Year |
Eight months |
|
|
|
ended |
ended |
|
|
|
28-Feb-2025 |
29-Feb-2024 |
|
|
|
£000s |
£000s |
|
Cashflow from operating activities |
|
|
|
|
Profit before taxation for the period |
|
11,259 |
7,461 |
|
Adjustments for: |
|
|
|
|
Depreciation |
|
65 |
69 |
|
Amortisation |
|
3,189 |
1,597 |
|
Interest income |
|
(3,740) |
(2,295) |
|
Fair value gains on financial assets |
|
(180) |
(2,580) |
|
Gain on disposal of discontinued operation |
|
- |
(2,218) |
|
Add back share-based payment expense |
|
109 |
72 |
|
Provision release |
|
(370) |
- |
|
Dividend |
|
(192) |
- |
|
|
|
|
|
|
Working capital adjustments: |
|
|
|
|
(Increase)/decrease in trade and other receivables and prepayments |
|
(4,336) |
54 |
|
Decrease in contractual fulfilment assets |
|
467 |
43 |
|
Increase in trade and other payables |
|
675 |
2,588 |
|
Increase/(decrease) in contractual liabilities |
|
2,482 |
(1,862) |
|
Tax paid |
|
(365) |
- |
|
Net cash flow from operating activities |
|
9,063 |
2,929 |
|
|
|
|
|
|
Cash flow used in investing activities |
|
|
|
|
Purchase of property, plant and equipment |
|
(38) |
(17) |
|
Development of intangible assets |
|
(1,320) |
(1,133) |
|
Acquisition of subsidiaries, net of cash acquired |
|
(4,793) |
(30,139) |
|
Sale of subsidiary, net of cash retained |
|
- |
3,250 |
|
Net cash flow used in investing activities |
|
(6,151) |
(28,039) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Dividend income |
|
192 |
- |
|
Interest income |
|
3,422 |
2,530 |
|
Net cash flows from financing activities |
|
3,614 |
2,530 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
6,526 |
(22,580) |
|
Net foreign exchange differences |
|
(127) |
(5) |
|
Cash and cash equivalents at the beginning of the period |
|
82,111 |
104,696 |
|
Cash and cash equivalents at the end of the period |
|
88,510 |
82,111 |
1. GENERAL INFORMATION
AdvancedAdvT Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040954) under the BVI Business Company Act, 2004 and has its registered address at Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands VG1110 and UK establishment at 11 Buckingham Street, London WC2N 6DF. The Company has one direct subsidiary, MAC I (BVI) Limited and a number of indirectly held subsidiaries (together with the Company, the "Company" or "Group").
The Group provides software solutions and platforms across two business transformational areas: business solutions & healthcare compliance, and human capital management. The Group's operations are IBSS (financial management software), CHKS (AI based healthcare intelligence compliance and accreditation software), inSTREAM (intelligent process automation software), Retain (global resource planning and talent management software) and WFM (workforce management software provider). The Company is an agent for change, enabling the delivery of Artificial Intelligence ("AI"), data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
The Group is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries, and digital sectors.
The Company was listed on the Main Market of the London Stock Exchange from 4 December 2020, the Acquisitions constituted a reverse takeover, and shares were therefore suspended from 8 June 2023, the Company was subsequently admitted to AIM from 10 January 2024.
The accounting reference date was changed from 30 June to 28 February (or 29 February, as the case may be), resulting in a short accounting period of 8 months to 29 February 2024 in the prior period. A shorter accounting period was selected on the Admission to AIM.
Certain items in the Consolidated Statement of Comprehensive income have been reclassified for presentational purposes, the effect of which is immaterial.
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Consolidated Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities including those that would result in a material adjustment to carrying amounts within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Key sources of estimation uncertainty
Identifiable assets acquired and liabilities assumed
As required by IFRS 3, we have measured the assets acquired and liabilities assumed on the acquisitions in the period at their fair value on acquisition. The fair values of contract liabilities at acquisition dates were estimated to obtain a price that would be paid to transfer the liability in an orderly transaction between market participants. The approach used was based on a market participant's estimate of the costs that will be incurred to fulfil the obligation plus a normal profit margin, based on the overall cost profile over the life of the contract.
The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of businesses, the acquisition of branding, customer relationships and intellectual property, whether arising from separate purchases or from the acquisition as part of business combinations, and development expenditure, which is expected to generate future economic benefits, are based, to a considerable extent, on management's estimations. Independent specialists were engaged to review the assessment.
The fair value of these assets is determined by discounting estimated future net cash flows the asset is expected to generate where no active market for the assets exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets
Goodwill impairment
Goodwill is not considered impaired based on cash flow projections.
Critical accounting judgements
Revenue Recognition
There are a number of areas where judgement has been applied in respect of revenue recognition. In applying IFRS 15 Revenue from Contracts with Customers significant judgement which may affect the determination of the amount and timing of revenue from contracts with customer include: assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Provisions
Onerous contract provisions are recognised where the unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
For the year to 28 February 2025, the Directors do not consider that they have made any other significant estimates, judgements or assumptions which would materially affect the balances and results reported in these Consolidated Financial Statements or in the Consolidated Financial Statements for the next period.
3. ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information, the Group presents alternative performance measures ("APMs") which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally. The alternative performance measures are not defined by IFRS and therefore may not be directly comparable with other companies' alternative performance measures. The key APMs that the Group uses are outlined below.
|
|
Closest equivalent IFRS measure |
Reconciling items to IFRS measure |
Definition and purpose |
|
Income Statement Measures |
|||
|
Adjusted EBITDA or Profit before tax (PBT) |
Operating Profit OR Profit before Tax |
Adjusting items |
Adjusted Operating profit/Profit before tax excludes adjusting items |
|
Adjusting items |
None |
Refer to definition |
Items which are not considered part of the normal operating costs of the business, are separately disclosed because of their size, nature or incidence are treated as adjusting. The Group believes the separate disclosure of these items provides additional useful information to users of the Consolidated Financial Statements to enable a better understanding of the Group's underlying financial performance. These may include the financial effect of adjusting items such as, inter alia, restructuring costs, impairment charges, amortisation of intangibles, costs relating to business combinations, one-off foreign exchange gains or losses, integration costs, acquisition-related expenses, share-based payment charges, contingent consideration and earn-outs, cloud computing configuration and customisation costs, and right-of-use asset disposal gains or losses |
|
Recurring revenue |
Revenue |
Refer to definition |
Recurring revenues are income occurring continuously and repeatedly |
|
Transactional revenue |
Revenue |
Refer to definition |
Transactional revenue are recognised at the point of transfer (delivery) to a customer |
|
Balance Sheet Measures |
|||
|
Net cash or debt |
None |
Refer to definition |
Net cash debt is defined as Cash and cash equivalents and short-term deposits, less Bank overdrafts and other current and non-current borrowings |
|
Cash Flow Measures |
|||
|
Cash conversion |
None |
Refer to definition |
Adjusted operating cash flow as a percentage of Adjusted EBITDA |
|
Free cash flow |
None |
Refer to definition |
Cash flow in the period after accounting for operating activities, investing activities, lease payments, interest and tax |
4. SEGMENT INFORMATION
Revenue from continuing operations
|
|
|
Year |
Eight months |
|
|
|
ended |
ended |
|
|
|
28-Feb-2025 |
29-Feb-2024 |
|
|
|
£000s |
£000s |
|
Recurring revenues |
|
34,768 |
16,250 |
|
Transactional revenues |
|
8,506 |
4,872 |
|
|
|
43,274 |
21,122 |
Revenue is recognised for each category as follows:
• Recurring revenues: income occurring continuously and repeatedly; and
• Transactional revenues: recognised at the point of transfer (delivery) to a customer
Operating segments
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision makers to allocate resources to the segments and to assess their performance.
The chief operating decision makers have been identified as the Executive Directors. The Group revenue is derived from the sale and subscription of recurring and transactional revenue engagements with its customers. Consequently, the Executive Directors review the two revenue streams, but as the costs are not recorded in the same way, the information on costs is presented as one segment and as such the information included below is presented in line with management information.
|
|
|
Year |
Eight months |
|
|
|
ended |
ended |
|
|
|
28-Feb-2025 |
29-Feb-2024 |
|
|
|
£000s |
£000s |
|
|
|
|
|
|
Revenue |
|
43,274 |
21,122 |
|
|
|
|
|
|
EBITDA |
|
10,510 |
1,997 |
|
Acquisition expenses, stamp duties and relisting expenses |
|
838 |
2,309 |
|
Adjusted EBITDA |
|
11,348 |
4,306 |
|
Depreciation |
|
(65) |
(69) |
|
Adjusted operating profit |
|
11,283 |
4,237 |
|
Amortisation of intangible assets |
|
(3,189) |
(1,597) |
|
Acquisition expenses, stamp duties and relisting expenses |
|
(838) |
(2,309) |
|
Fair value gain on financial assets |
|
180 |
2,580 |
|
Operating profit |
|
7,436 |
2,911 |
5. EARNINGS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit/(loss) attributable to equity holders of a company by the weighted average number of ordinary shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive instruments into ordinary shares.
The Company has issued 700,000 warrants, each of which is convertible into one ordinary share.
Incentive shares in MAC I (BVI) Limited have been issued. On exercise, the value of these shares is expected to be delivered by the Company issuing new ordinary shares, and hence the Incentive Shares could have a dilutive effect, although the Company has the right at all times to settle such value in cash. Although the Preferred Return is currently being met, the Incentive Shares remain outside the exercising period and therefore cannot be redeemed. As a result, they have not been included in the calculation of diluted EPS.
As a Post Balance Sheet Event, 3,225,806 new ordinary shares were issued in connection with an acquisition. These shares became effective on 2 June 2025 and were therefore excluded from the calculation of earnings per share (EPS).
The Company has issued two sponsor shares, the sponsor shares have no right to receive distributions and so have been ignored for the purposes of IAS 33.
|
|
|
Year |
Eight months |
|
|
|
ended |
ended |
|
|
|
28-Feb-2025 |
29-Feb-2024 |
|
Basic |
|
|
|
|
Profit attributable to owners of the parent (£000s) |
|
10,877 |
7,003 |
|
Weighted average number of ordinary shares in issue |
|
133,200,000 |
133,200,000 |
|
Basic profit per ordinary share (pence) |
|
8.17 |
5.26 |
|
Diluted |
|
|
|
|
Profit attributable to owners of the parent (£000s) |
|
10,877 |
7,003 |
|
Weighted average shares in issue |
|
133,200,000 |
133,200,000 |
|
Adjustment to number of shares for warrants |
|
700,000 |
700,000 |
|
Adjusted weighted average shares in issue |
|
133,900,000 |
133,900,000 |
|
Diluted profit per ordinary share (pence) |
|
8.12 |
5.23 |
|
|
|
|
|
|
Basic EPS on adjusted operating profit |
|
|
|
|
Adjusted operating profit |
|
11,283 |
4,309 |
|
Weighted average number of ordinary shares in issue |
|
133,200,000 |
133,200,000 |
|
Basic profit per ordinary share (pence) |
|
8.47 |
3.23 |