4 November 2025

 

AdvancedAdvT Limited

 

Interim results - revenue and EBITDA growth

 

AdvancedAdvT Limited (AIM: ADVT, "AdvT", the "Group"), the international software solutions provider for the business solutions, compliance, and human capital management sectors, has published its unaudited interim results for the six months to 31 August 2025.

 

Financial performance

•	Revenue from operations up 28.0% to £25.4m (2024: £19.9m), of which 10.1% represented organic growth1
•	Recurring revenue of £20.6m representing 81.0% of total revenues (2024: £16.0m and 80.4%)
•	Adjusted EBITDA from operations increased by 76.3% to £7.2m, ahead of management expectations (2024: £4.1m) with 45.0% of this being organic growth1
•	Operating profit increased by 127.7% to £4.7m (2024: £2.1m)
•	Reported basic EPS: 2.17p (2024: 5.89p), Basic EPS on adjusted operating profit: 5.24p (2024: 3.02p)
•	Cash of £97.0m at 31 August 2025 (28 February 2025: £88.5m)

Highlights

•	Acquired GOSS Technology Group Limited ("GOSS") a digital transformation platform in May 2025 for £7.4m net of cash acquired
•	Acquired HFX Limited ("HFX"), a provider of a workforce management SaaS platform in May 2025 for £5.0m net of cash acquired
•	Continued operational and go-to-market improvements
•	Onboarding and integration of acquisitions with efficiency and pace

Chairperson's statement

"We are pleased with the Group's performance in the first half of the year against a backdrop of tariff uncertainty and local government devolution. The completion of two strategic acquisitions, GOSS and HFX, marks a further step forward, and it is great to welcome both teams into the Group.

Our results reflect the mission-critical nature of our solutions and the continued progress we are making in operational performance and improvement.

Over the longer term we continue to see opportunities for organic growth, particularly with AI, automation and SaaS offerings and we remain committed to exploring acquisition opportunities to further expand the Group."

 

 

1.     Unaudited proforma results for the four acquired businesses wholly owned for full six months of each period ending 31 August 2025 and 31 August 2024.

 

Enquiries:

 

AdvancedAdvT Limited
Vin Murria, Chairperson Gavin Hugill, Chief Financial Officer
Singer Capital Markets (Nominated Adviser and Broker)	Tel: 020 7496 3000
Philip Davies / Sam Butcher
KK Advisory (Investor Relations)	Tel: 020 7039 1901
Kam Bansil

 

 

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.

 

 

Management Report

Overview

In the six months ended 31 August 2025, the Group continued to advance its strategy, remaining focused on sectors shaped by long-term trends in Artificial Intelligence ("AI"), automation, digital transformation, data analytics and business intelligence. This strategic orientation continues to guide capital allocation across both M&A and operational initiatives within the portfolio.

The Group maintains a long-term approach to building a resilient and scalable business. This perspective informs investment decisions and operational priorities, with a continued emphasis on business-led digital transformation and ongoing improvement. These efforts support deeper engagement with clients and partners across both public and private sectors.

The management team brings extensive experience in software and services, having operated and invested in a range of successful businesses. This experience underpins the Group's ability to drive operational efficiency and deliver consistent organic growth. The team's track record in executing targeted and accretive acquisitions remains a core strength, supporting the development of a robust platform for future expansion.

The Group has focused on standardisation and simplification across all operations, aiming to embed best practices and enhance go-to-market execution, while improving operational alignment across the businesses.

Performance continues to be assessed against key financial metrics, including recurring revenue, adjusted EBITDA and free cash flow. These indicators remain central to tracking progress and ensuring alignment with strategic objectives and the Group's commitment to long-term value creation.

The Group retains its 9.8% stake in M&C Saatchi plc.

Current trading and outlook

Although macroeconomic and political conditions remain uncertain, the Group continues to target opportunities for growth, both organically and through acquisition.

Trading in the second half remains in line with management expectations. The Group has secured new contracts across its public and private sector client base. The integration of HFX and GOSS is progressing well, with both businesses performing in line with expectations. 

M&A

There was significant M&A activity during the half, including due diligence and the successful completion of two bolt-on acquisitions, followed by their onboarding and integration. While those efforts progressed well, other discussions were not pursued further due to concerns around strategic fit, timing, and value. We continue to actively evaluate potential opportunities.

In May 2025, the Group acquired GOSS and HFX for a combined consideration of £12.4m net of cash. GOSS provides a digital transformation platform supporting public sector organisations in improving productivity and citizen engagement. HFX offers a workforce management SaaS solution addressing time and attendance, access control and scheduling needs across both public and private sectors.

These acquisitions broadened the Group's capabilities, enhancing its automation and digital service offerings. The platforms provide opportunities to improve operational performance and stakeholder engagement, while also enabling revenue growth and efficiency gains across the Group.

With cash reserves of £97.0m as at 31 August 2025, the Group remains well-positioned to pursue disciplined and accretive M&A opportunities.

M&A continues to be a central component of the Group's strategy, targeting businesses that align with the management team's operational focus and which demonstrate the potential to deliver long-term value. The Board will continue to evaluate each potential target against its acquisition criteria, seeking businesses in highly fragmented industries with opportunities for consolidation 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, and

• sectors with high barriers to entry.

Operational review

Operational simplification and focused go-to-market execution continue to support improved customer outcomes and contribute to enhanced performance across the Group.

In the public sector, we are seeing pockets of momentum towards digital transformation, particularly where demand for digital services remains strong. However, progress is uneven, with delays in decision-making amid ongoing uncertainty around budgets and strategic priorities slowing adoption in other areas. These conditions present both opportunities and challenges, requiring a flexible and responsive approach to engagement and delivery.

The resource management business continues to grow its SaaS customer base, reflecting sustained international market demand and adoption. Investment in new capabilities and product enhancements remains a priority, aimed at delivering differentiated value. These developments offer growth potential, while requiring disciplined execution and careful management of investment risk. Recent product investment and releases have introduced AI-driven functionality, including a resource suitability engine, which is beginning to deliver efficiency gains. However, the pace of technological change and evolving client needs require continued innovation and responsiveness to maintain relevance and competitive positioning.

The Group considers AI and automation opportunities by weighing potential benefits such as efficiency gains, ease of adoption and value enhancement against the scale of change and potential disruption involved, with the aim of delivering tangible outcomes for both the business and its customers. Investment in AI and automation remains central to the Group's technology roadmap. In HCM, AI is being applied to improve resource allocation and enable intelligent skill-matching. These developments support more effective workforce planning and operational efficiency. In public sector finance operations, AI-driven tools such as intelligent e-invoicing engines have been introduced to streamline processing and reduce administrative overhead. New functionality includes: advanced data interpretation, natural language querying and enhanced reporting capabilities, supporting more informed decision-making. The Group continues to explore emerging AI use cases, leveraging leading technologies to drive automation and deliver measurable value.

Development activity at the Group's offshore centre in India, established in November 2024, has progressed well. The team is initially focused on expanding functionality within the HCM product suite, thus contributing to the Group's broader innovation agenda.

We thank our investors for their continued support and their confidence in the Group's strategy.

Financial highlights

The Group reported revenues of £25.4m for the six months ended 31 August 2025, up from £19.9m in the prior period. Recurring revenue rose to £20.6m, representing 81.0% of total revenue (2024: £16.0m, 80.4%). Adjusted EBITDA increased to £7.2m (2024: £4.1m), with a margin of 28.2% (2024: 20.5%). The Group ended the period with cash of £97.0m.

Operational performance continues to improve, supported by contract wins and the adoption of best practices.

Operational enhancements have been embedded across the Group, supported by refreshed go-to-market strategies and further investment in SaaS and Cloud offerings. These efforts have contributed to stronger alignment with customer needs and improved commercial outcomes.

Growth in recurring revenue reflects updated pricing models and good customer retention, supported by a continued shift in emphasis towards subscription-based offerings. This approach is enhancing revenue visibility and fostering longer-term customer relationships, consistent with the Group's strategic direction.

During the period, we experienced some customer churn within our mature product lines associated with pre-acquisition activity. However, this was balanced by continued growth in customer acquisition across our SaaS platforms, reflecting the ongoing success of our strategic focus.

Our cloud strategy continued to gain traction. In the public sector, 72 organisations have adopted our Centros Integra solution. In the private sector, Resource management SaaS platform has delivered 66% year-on-year revenue growth for the 12 months ending August 2025.

Margin expansion has been supported by operational efficiencies, a balanced revenue mix, and continued investment in technology and process optimisation. The Group has simplified its hosting strategy by transitioning from a mixed private hosting environment to cloud hosting on Microsoft Azure. The investment in this shift enhances security, interoperability and data integration, delivering benefits to both customers and internal operations. These improvements are contributing to more predictable margins and supporting scalable growth.

The Group is also leveraging its previously implemented business software platforms to accelerate the integration of recent acquisitions, enabling faster alignment across core functions and supporting more consistent ways of working. Recent platform updates, including moves to a new Microsoft Azure tenancy, investment in Azure DevOps, and the standardisation of security protocols, are helping to simplify operations and improve data governance. These developments are planned to help scalability and operational consistency, allowing the Group to shift focus towards business creation and value delivery as soon as possible after making an acquisition.

The Group's offshore development centre in India, established in November 2024, continues to expand. The team is focused on product enhancements and grown to 25 employees.

The table below reconciles EBITDA to operating profit including adjusting items.

 

		Aug-25	Aug-24
		£000s	£000s
Revenue		25,436	19,868
EBITDA		6,862	3,563
Acquisition expenses, stamp duties and relisting expenses		306	504
Adjusted EBITDA		7,168	4,067
Depreciation		(109)	(38)
Adjusted operating profit		7,059	4,029
Amortisation of intangible assets		(2,076)	(1,471)
Acquisition expenses, stamp duties and relisting expenses		(306)	(504)
Operating profit		4,677	2,054

 

Proforma results for the for acquired businesses wholly owned for full six months of each period ending 31 August 2025 and 31 August 2024 reported organic revenue growth of 10.1% and Adjusted EBITDA growth of 45.0%.

 

Free cashflow from continuing activities		Aug-25 £000s	Aug-24 £000s
Operating profit		4,677	2,054
Depreciation		109	38
Acquisition expenses, stamp duties and relisting expenses		306	504
Amortisation and impairment of intangible assets		2,076	1,471
Adjusted EBITDA		7,168	4,067
Decrease/(increase) in working capital		6,310	689
Adj. Operating cashflow		13,478	4,756
Cash conversion		188%	117%
Capital expenditure		(1,282)	-
Lease payments		(36)	-
Acquisition expenses, stamp duties and relisting expenses		(306)	(504)
Unrealised exchange gains/(losses)		83	(77)
Interest and dividend income		1,879	1,857
Tax paid		(258)	-
Free Cashflow		13,558	6,032

 

Through management of cash reserves, the Group had income from financing activities of £1.9m (2024: £2.1m) and profit before tax from continuing operations of £4.7m (2024: £8.3m).

The Group's 9.8% stake in M&C Saatchi plc was valued at £19.2m at 31 August 2025 (28 February 2025: £21.0m), a decrease of £1.8m.

The Group has recognised a deferred tax asset of £0.06m with respect to timing difference.  The Group has a deferred tax liability of £4.8m relating to intangible assets recognised on acquisition. Basic and diluted EPS were 2.17p and 2.16p respectively, reflecting the impact from fair value movements on financial assets (31 August 2024: 5.89p and 5.86p). However, Basic EPS on adjusted operating profit was 5.24p (2024: 3.02p).

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 31 August 2025 was £97.0m (28 February 2025: £88.5m), this is after the net cash outflow to acquire HFX and GOSS. The total consideration for the two acquisitions comprised £5.1m in net cash outflow, the issuance of £5.0m in Ordinary Shares in the Company during the period, and an additional £2.3m in deferred consideration.

Adjusted operating cashflow was £13.5m, representing 188% cash conversion of adjusted EBITDA (31 August 2024: £4.8m and 117%). Cash conversion benefited from the timing of a few large trade receivables invoices and their collection shortly after the prior year end, billing cycles and working capital management. The Group also capitalised £1.0m of R&D cost.

Free cash flow from continuing activities was £13.6m (31 August 2024: £6.0m). This was after the acquisition of both GOSS and HFX in May 2025, with a combined cash outflow of £5.1m  of cash in the period.

Directors

The Directors of the Company have served as directors during the year and until the date of this report as set out below:

Vin Murria (Chairperson and CEO)

Gavin Hugill (Chief Financial Officer)

Karen Chandler (Chief Operating Officer)

Paul Gibson (non-executive director)

Barbara Firth (Senior Independent Director)

Director biographies can be found on the Company's website.

Directors' Interests 

Vin Murria holds 17,500,000 (12.83%), and Barbara Firth holds 70,000 (0.05%) of the issued share capital of the Company as at 31 August 2025 and at the date of this report. 

No other Directors held any direct interests in the Ordinary Shares of the Company at 31 August 2025.

The Director's interests in the participation shares are detailed in the notes to the Condensed Consolidated Interim Financial Statements.

There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for the benefit of any of the Directors.

Substantial Shareholdings 

As at 29 August 2025 (the latest practicable date prior to the publication of this Report), the following had disclosed an interest in the issued ordinary share capital of the Company (being 3% or more of the voting rights in the Company) complying with the requirements of the Disclosure and Transparency Rules (the "DTRs"): 

Ordinary Shares Held and % of Issued share capital	Number	%
Marwyn Investment Management	20,525,000	15.04
BGF Investment Management	20,000,000	14.66
Vin Murria & Sunil Bhalla	17,500,000	12.83
Artemis Investment Mgt	6,514,504	4.78
Rathbone Investment Mgt	6,273,773	4.60
Dowgate Capital	4,692,007	3.44
Artisan Partners	4,527,579	3.32

Corporate Governance

The Directors recognise the importance of high standards of corporate governance, and effective on admission to AIM ("Admission") in January 2024, the Company adopted the Quoted Companies Alliance Corporate Governance Code ("QCA Code").  The Company's compliance with the QCA Code is detailed in the latest financial statements which are available on the Company's website www.advancedadvt.com and the Company has also included a corporate governance statement along with additional disclosures within the Governance section of its website.

Risks

The Directors have assessed the principal risks facing the Company, including those that could impact its business model, performance, solvency or liquidity. The current risk profile remains consistent with the risks outlined in the Admission Document dated January 2024. These risks are also summarised in the annual financial statements to 28 February 2025 and available on the Company's website.

The Company maintains a risk register, reviewed regularly by the Executive Directors and periodically by the Board. A risk management framework is in place to identify, assess and monitor risks, supported by appropriate governance and reporting processes.

The Company's risk management framework incorporates a risk assessment that identifies and assesses the strategic, operation and financial risks facing the business and mitigating controls.

The risk assessment is documented through a risk register which categorises the key risks faced by the business into:

•              business risks;

•              shareholder risks;

•              financial and procedural risks; and

•              risks associated with the acquisition process.

 

The risk assessment identifies the potential impact and likelihood of each of the risks detailed on the risk register and factors/actions have also been identified.

The Company's risk management process includes both formal and informal elements. The size of the Board and the frequency with which the directors interact ensures that risks, or changes to the nature of the Company's existing risks, are identified, discussed, and analysed quickly. The Company's governance framework, including formal periodic board meetings with standing agendas, ensures that the Company has a formal framework in place to manage the review, consideration, and formal approval of the risk register, including risk assessment.

Condensed Consolidated Interim Statement of Comprehensive Income 

		6 months ended	6 months ended
		31 August 2025	31 August 2024
	Note	Unaudited	Unaudited
		£000s	£000s
Revenue	5	25,436	19,868
Cost of sales		(8,060)	(6,967)
Gross profit		17,376	12,901
Administrative expenses	7	(10,514)	(9,338)
Depreciation		(109)	(38)
Amortisation	10	(2,076)	(1,471)
Operating profit		4,677	2,054
Fair value on financial assets	11	(1,800)	4,260
Dividend received		234	192
Net finance income		1,680	1,875
Share-based payment expense		(55)	(55)
Profit before tax for continuing operations		4,736	8,326
Taxation	8	(1,806)	(475)
Profit for the period from continuing operations		2,930	7,851
Total comprehensive profit for the period attributable to owners of the parent		2,930	7,851
Other comprehensive income
Items that may subsequently be reclassified to profit and loss
Translation gain/(expense)		84	(77)
Total comprehensive income for the period attributable to owners of the parent		3,014	7,774
Profit per ordinary share (£)
Basic	9	2.17	5.89
Diluted	9	2.16	5.86

 

The Group's activities derive from continuing operations.

Condensed Consolidated Interim Statement of Financial Position

		As at	As at
		31 August 2025	31 August 2024
	Note	Unaudited	Audited
		£000s	£000s
Non-current assets
Intangible assets	10	24,905	19,405
Goodwill	10	36,137	24,715
Property, plant and equipment		968	53
Contract fulfilment assets		177	308
Deferred tax		62	1,263
Financial asset at fair value through profit and loss	11	19,200	21,000
		81,449	66,744
Current assets
Inventories		88	108
Trade and other receivables	12	8,796	12,602
Cash and cash equivalents	13	96,954	88,510
Total current assets		105,838	101,220
Total assets		187,287	167,964
Equity and liabilities
Sponsor shares		-	-
Ordinary shares	18	136,166	131,166
Warrant reserve	18	98	98
Warrant cancellation reserve	18	350	350
Share-based payment reserve	18	637	582
Translation reserve		(38)	(122)
Retained earnings		11,981	9,051
Total equity		149,194	141,125
Liabilities
Current liabilities
Trade and other payables	14	8,054	6,130
Corporation taxation		1,781	727
Contract liabilities	15	18,515	13,872
Total current liabilities		28,350	20,729
Non-current Liabilities
Deferred tax liability		4,813	3,963
Contract liabilities	15	297	475
Lease Liabilities		229	-
Deferred consideration	17	2,312	-
Provisions	16	2,092	1,672
Total non-current liabilities		9,743	6,110
Total equity and liabilities		187,287	167,964

 

Condensed Consolidated Interim Statement of Changes in Equity

	Sponsor share	Ordinary shares	Warrant reserves	Warrant cancellation Reserve	Share based payment reserve	Translation Reserve	Accumulated profit/  (losses)	Total equity
	£000s	£000s	£000s	£000s	£000s	£000s	£000s	£000s
Balance as at 30 June 2022 (Audited)	-	131,166	98	350	305	-	(10,261)	121,658
Total comprehensive loss for the period	-	-	-	-	-	-	1,432	1,432
Share-based payment expense	-	-	-	-	96	-	-	96
Balance as at 30 June 2023 (Audited)	-	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 (Audited)	-	131,166	98	350	473	5	(1,826)	130,266
Total comprehensive profit for the period	-	-	-	-	-	-	7,851	7,851
Share-based payment expense	-	-	-	-	55	-	(55)	-
Translation	-	-	-	-	-	(77)	-	(77)
Balance as at 31 August 2024 (Unaudited)	-	131,166	98	350	528	(72)	5,970	138,040
Total comprehensive profit for the period	-	-	-	-	-	-	3,026	3,026
Share-based payment expense	-	-	-	-	54	-	55	109
Translation	-	-	-	-	-	(50)	-	(50)
Balance as at 28 February 2025 (Audited)	-	131,166	98	350	582	(122)	9,051	141,125
Total comprehensive profit for the period	-	-	-	-	-	-	2,930	2,930
Issuance of Ordinary shares	-	5,000	-	-	-	-	-	5,000
Share-based payment expense	-	-	-	-	55	-	-	55
Translation	-	-	-	-	-	84	-	84
Balance as at 31 August 2025 (Unaudited)	-	136,166	98	350	637	(38)	11,981	149,194

 

Condensed Consolidated Interim Statement of Cash Flow

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
	Note	£000s	£000s
Cashflow from operating activities
Profit/(loss) before taxation for the period		4,736	8,326
Adjustments for:
Depreciation		109	38
Amortisation	10	2,076	1,471
Interest income		(1,680)	(1,875)
Fair value (gains)/losses on financial assets	11	1,800	(4,260)
Add back share-based payment expense		55	55
Dividend		(234)	(192)
Working capital adjustments:
(Increase)/decrease in trade and other receivables and prepayments	12	5,249	(3,150)
Decrease in contractual fulfilment assets		131	285
(Decrease) in trade and other payables	14	(17)	(478)
Increase in contractual liabilities	15	946	4,032
Tax paid		(258)	-
Net cash flows from operating activities		12,913	4,252
Cash flow used in investing activities
Purchase of property, plant and equipment		(290)	-
Development of intangible assets	10	(992)	-
Acquisition of subsidiaries, net of cash acquired	17	(5,114)	(4,793)
Lease payments		(36)	-
Net cash flow used in investing activities		(6,432)	(4,793)
Financing activities
Dividend income		234	192
Interest income		1,645	1,665
Net cash flows from financing activities		1,879	1,857
Net increase in cash and cash equivalents		8,360	1,316
Net foreign exchange differences		84	(77)
Cash and cash equivalents at the beginning of the period		88,510	82,111
Cash and cash equivalents at the end of the period	13	96,954	83,350

 

Notes to the Condensed Consolidated Interim Financial Statements

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. The Company was admitted to the AIM Market of the London Stock Exchange on 10 January 2024 and has its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110 and UK establishment address at 11 Buckingham Street, London WC2N 6DF.

The Company has acquired a number of software and services businesses. 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), GOSS (digital transformation platform), CHKS (healthcare intelligence compliance and accreditation software), Celaton (Intelligent Process Automation software solutions), Retain (global resource planning and talent management software), WFM (enterprise workforce management software) and HFX (workforce management SaaS platform). The Company is an agent for change, enabling the delivery of 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 Company's wholly-owned subsidiaries are set out in the notes, together with the Company, the "Group".

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 on 31 July 2023 constituted a reverse takeover and shares were therefore suspended from 8 June 2023, the Company was subsequently admitted to AIM from 10 January 2024.

Certain items in the Consolidated Statement of Comprehensive income have been reclassified for presentational purposes, the effect of which is immaterial.

 

2.   MATERIAL ACCOUNTING POLICIES

(a)  Basis of preparation

The Interim Results have been prepared in accordance with the IAS 34 Interim Financial Reporting and are presented on a condensed basis.

The Interim Report does not include all the notes of the type normally included in an annual financial report. The Interim Report should be read in conjunction with the annual consolidated financial statements for the year ended 28 February 2025, which were prepared in accordance with International Accounting Standards as adopted by the EU ("IFRS"), and the public announcements made by the Company during the interim period, in addition the Admission Document dated 8 January 2024 is available on the Company's website.

The principal accounting policies adopted in the preparation of the Interim Results are set out below. They have been consistently applied throughout the reporting period and are aligned with the most recent audited annual financial statements.

(b)  Going concern

The Group meets its day-to-day working capital requirements from the positive cash flows generated by its trading activities and its available cash resources. The information in these Interim Results has been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months from the date of approval.

The Directors confirm that they have re-assessed the principal risks and reviewed current performance and forecasts, combined with expenditure commitments and including capital expenditure. The Group's forecasts demonstrate it should generate profits and cash in the year ending 28 February 2026 and beyond and the Directors are satisfied that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financial statements.

(c)  New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretation effective and adopted by the Group

IFRSs applicable to the Interim Results of the Group for the period from 1 March 2025 to 31 August 2025 have been applied.

Standards issued but not yet effective

The following standards are issued but not applicable for the six months to 31 August 2025. The Group intends to adopt these standards, if applicable, when, and as they become effective. It is not expected that these standards will have a material impact on the Group.

 

Standard	Effective date
IFRS 18 Presentation and Disclosure in Financial Statement IFRS 19 - Subsidiaries without Public Accountability Disclosures	1 January 2027
Amendments to IFRS 7 and IFRS 9 - Amendments to the Classification and Measurement of Financial Instruments	1 January 2026
IFRS 7 and IFRS 9 - Contracts Referencing Nature-dependent Electricity	1 January 2026
Amendments to IAS 21 - Lack of Exchangeability of Currencies	1 January 2025
IFRS 19 - Subsidiaries without Public Accountability: Disclosures	1 January 2027

* subject to EU endorsement

(d)  Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

 

The Condensed Consolidated Interim Financial Statements incorporate the results of business combinations using the acquisition method. In the Statement of Financial Position, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Condensed Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

 

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the Interim Results.

(e)  Revenue recognition

The revenue and profits recognised in any period are based on the delivery of performance obligations and an assessment of when control is transferred to the customer and revenue has been earned.

In determining the amount of revenue and profits to record, and related balance sheet items (such as contractual liabilities, contract fulfilment assets, trade receivables and accrued income) to recognise in the period, management is required to form a number of key judgements and assumptions. These include an assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised. These judgements are inherently subjective and may cover future events such as the achievement of contractual milestones, performance KPIs and planned cost savings. In addition, key assumptions are made concerning contract extensions and amendments, as well as opportunities to use the contract developed systems and technologies on other similar projects.

Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer.

In determining the transaction price, this includes, but is not limited to, estimating variable consideration, adjusting the consideration for the effects of the time value of money and measuring non-cash consideration.

The Group determines if the arrangement with a customer creates enforceable rights and obligations. The Group enters into contracts which contain extension periods, where either the customer or both parties can choose to extend the contract or there is an automatic annual renewal, and/or termination clauses that could impact the actual duration of the contract. Judgement is applied to assess the impact that these clauses have when determining the appropriate contract term. The term of the contract impacts both the period over which revenue from performance obligations may be recognised and the period over which contract fulfilment assets and capitalised costs to obtain a contract are expensed.

For contracts with multiple components to be delivered, management applies judgement to consider whether those promised goods and services are (i) distinct - to be accounted for as separate performance obligations; (ii) not distinct - to be combined with other promised goods or services until a bundle is identified that is distinct or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer.

At contract inception the total transaction price is estimated, being the amount to which the Group expects to be entitled and has rights to under the present contract. This includes an assessment of any variable consideration where the Group's performance may result in additional revenues based on the achievement of agreed KPIs. Such amounts are only included based on the expected value or the most likely outcome method, and only to the extent that it is highly probable that no revenue reversal will occur.

The transaction price does not include estimates of consideration resulting from change orders for additional goods and services unless these are agreed.

Transactional (point in time) contracts

The Group delivers a range of goods and services in all reportable segments that are transactional services for which revenue is recognised at the point in time when control of the goods or services has transferred to the customer. This may be at the point of physical delivery of goods and acceptance by a customer or when the customer obtains control of an asset or service in a contract with customer-specified acceptance criteria.

The nature of contracts or performance obligations categorised within this revenue type is diverse and includes (i) fees received in relation to delivery of professional services; (ii) passive software licence agreements; (iii) provision of IT hardware goods; and (iv) commission received as agent from the sale of third party software.

Performance obligations over time contracts

Passive software licences are licences which have significant stand-alone functionality, and the contract does not require, and the customer does not reasonably expect, the Group to undertake activities that significantly affect the licence code. Any ongoing maintenance or support services for passive licences are typically separate performance obligations.

Software licences delivered by the Group can either be right to access ('active') or right to use ('passive') licences. Active licences are licences which require continuous upgrade and updates for the software to remain useful, often as part of a subscription or SaaS obligation. All other licences are treated as passive licences and recognised upon delivery. The assessment of whether a licence is active or passive involves judgement. The key determinant of whether a licence is active is whether the Group is required to undertake activities that significantly affect the licensed intellectual property and code (or the customer has a reasonable expectation that it will do so), so that the customer is, therefore, exposed to positive or negative impacts resulting from those changes.

The Group considers for each contract that includes a separate licence performance obligation all the facts and circumstances in determining whether the licence revenue is recognised over time or at a point in time from the go live date of the licence.

Consultancy, training and upgrades are typically assessed as a service contract to provide distinct service work based on clear statements of work, demonstrating separately identifiable obligations and standalone benefit to the customer. The services are contracted for on either a time and materials or fixed priced basis. Time and materials are recognised in the period in which it is performed. Fixed price work is recognised on a percentage completion basis of the remaining unbilled milestones. The percentage completed is determined with reference to time incurred to date and time required to complete the agreed works.

Support and maintenance, hosting and managed service revenue is typically recognised over the period of the contract as the customer simultaneously receives and consumes the benefits of the services provided by the Group consistently over the contract term.

Contract modifications

The Group's contracts are often amended for changes in contract specifications and requirements. Contract modifications exist when the amendment either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and the Group's measure of progress for the performance obligation to which it relates, is recognised as an adjustment to revenue in one of the following ways:

a.     prospectively as an additional separate contract;

b.     prospectively as a termination of the existing contract and creation of a new contract;

c.     as part of the original contract using a cumulative catch up; or

d.     as a combination of (b) and (c).

For contracts for which the Group has decided there is a series of distinct goods and services that are substantially the same and have the same pattern of transfer where revenue is recognised over time, the modification will always be treated under either (a) or (b); (d) may arise when a contract has a part termination and a modification of the remaining performance obligations.

The facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract by contract and may result in different accounting outcomes.

Principal versus agent

The Group has arrangements with some of its customers whereby it needs to determine if it acts as a principal or an agent as more than one party is involved in providing the goods and services to the customer. The Group acts as a principal if it controls a promised good or service before transferring that good or service to the customer. The Group is an agent if its role is to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most notably the discretion the Group has in establishing the price for the specified good or service, whether the Group has inventory risk and whether the Group is primarily responsible for fulfilling the promise to deliver the service or good.

This assessment of control requires judgement in particular in relation to certain service contracts. Where the Group is acting as a principal, revenue is recorded on a gross basis. Where the Group is acting as an agent revenue is recorded at a net amount reflecting the margin earned.

Contract fulfilment assets

Contract fulfilment costs are divided into (i) costs that give rise to an asset; and (ii) costs that are expensed as incurred.

When determining the appropriate accounting treatment for such costs, the Group firstly considers any other applicable standards. If those other standards preclude capitalisation of a particular cost, then an asset is not recognised under IFRS 15.

If other standards are not applicable to contract fulfilment costs, the Group applies the following criteria which, if met, result in capitalisation: (i) the costs directly relate to a contract or to a specifically identifiable anticipated contract; (ii) the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (iii) the costs are expected to be recovered.

The assessment of this criterion requires the application of judgement, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recoverable. Contract fulfilment assets are amortised on a systematic basis consistently with the transfer of goods or services related to the asset.

Contractual liabilities and contract assets

The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of goods and services being provided. These payment schedules may include performance-based payments or progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional goods and services may be at delivery date, in arrears or part payment in advance.

Where payments received are greater than the revenue recognised at the period end date, the Group recognises a contractual liability for this difference. Where payments received are less than the revenue recognised at the period end date, the Group recognises an accrued income contract asset for this difference.

At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by considering whether the revenue remains highly probable that no revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. There are no obligations for refunds or returns.

The period between when it is expected that the services will be transferred to the customer and when payment will be made at contract inception is less than one year, and the Group therefore applies IFRS 15's practical expedient, removing the need to adjust the promised amount of consideration for the effects of a significant financing component.

Impairment

Financial Assets: impairment is based on expected credit losses for all financial assets not held at fair value through profit or loss, reflecting the Group's expectation of the creditworthiness of the financial asset and includes accrued income.

Non-Financial Assets: including contract fulfilment assets, are subject to impairment tests when there is an indication that the asset may be impaired, comparing the carrying amount of the asset with its recoverable amount, which is the higher of its fair value less costs to sell and its value in use.

(f)   Intangible assets

All intangible assets, except goodwill, are stated at cost less accumulated amortisation and any accumulated impairment losses.

Goodwill

Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated at cost less any accumulated impairment losses.

The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units expected to benefit from the synergies of the combination. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Acquisition-related intangible assets

Net assets acquired as part of a business combination includes an assessment of the fair value of separately identifiable acquisition-related intangible assets, in addition to other assets, liabilities and contingent liabilities purchased. These are amortised on a straight-line basis over their useful lives which are individually assessed.

Branding
Branding intangible value Is the deemed fair value attributable to the acquired brands.

Customer relationships

Customer relationships intangible is the allocated fair value of the customer relationships of the acquired companies.

Software and IP on acquisition

Software and IP intangible value is the allocated fair value to the software and IP acquired. 

Internal software development

Research and development expenditure

Research expenditure is recognised as an expense when it is incurred and included in administrative expenses.

Capitalised internally generated research and development expenditure

Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised only if it meets the criteria for capitalisation under IAS 38.

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as an asset in subsequent periods.

Capitalised development expenditure is amortised using the straight-line method over a period of between five and ten years when the products or services are ready for sale or use. In the event that it is no longer probable that the expected future economic benefits will be recovered, the development expenditure is written down to its recoverable amount. The amortisation charge is recognised within operating expenses.

Amortisation periods of intangible assets

Intangible Asset	Amortisation period
Branding	5 years
Customer relationships	5-10 years
Intellectual Property	5-10 years
Internal software development	5-10 years

 

(g)  Functional and foreign currencies

(i) Functional and presentation currency

The individual Financial Statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates, which is the functional currency.

The Interim Results are presented in Pounds Sterling, which is the Group's presentation currency.

(ii) Transactions and balances

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

(iii) Foreign operations

Assets and liabilities of foreign operations are translated to Pounds Sterling at the rates of exchange ruling at the

end of the reporting period. Revenues and expenses of foreign operations are translated at the average rate of exchange. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the foreign exchange translation reserve.

Goodwill and fair value adjustments arising from the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the closing rate at the end of the reporting period. Exchange differences are recognised in other comprehensive income.

(h)  Stated capital

Ordinary shares and sponsor shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in the associated stated capital as a deduction from the proceeds.

(i)   Share based payments

The A ordinary shares in MAC I (BVI) Limited (the "Incentive Shares"), represent equity-settled share-based payment arrangements under which the Company receives services as a consideration for the additional rights attached to these equity shares.

Equity-settled share-based payments to Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity instruments granted are considered to vest immediately, the services are deemed to have been received in full, with a corresponding expense and increase in equity recognised at grant date.

(j)   Warrants

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants. Under the terms of the warrant instrument, warrant holders can acquire one ordinary share per warrant at a price of £1 per ordinary share.  The Warrants are exercisable until 4 December 2025 being any time up to five years after the IPO date (4 December 2020). Warrants are accounted for as equity instruments under IAS 32 and are measured at fair value at the date of issue. Fair value of the warrants has been calculated using a Black Scholes option pricing methodology, which considered the exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Warrants. Of these factors estimates and judgement are required when determining the expected volatility, dividends, and warrant term. No revisions have been made in the period. Details of which are contained in the audited financial statements to 28 February 2025.

(k)  Earnings per ordinary share

Earnings per ordinary share ("EPS") is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive instruments into ordinary shares.

(l)   Provisions

General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Onerous contracts

If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. 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. The cost of fulfilling a contract comprises the costs that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities).

(m) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, and subsequently measured at fair value through profit or loss ("FVPL"), amortised cost, or fair value through other comprehensive income ("FVOCI").

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. In order for a financial asset to be classified and measured at amortised cost or FVOCI, it needs to give rise to cash flows that are 'solely payments of principal and interest' on the principal amount outstanding (the "SPPI Criterion").

Financial assets are initially measured at their fair value plus, for those financial assets not at fair value through profit or loss, transaction costs.

Subsequent measurement

For the purposes of subsequent measurement, all of the Group's financial assets (except its Level 1 financial asset as detailed below) are classified as financial assets at amortised cost. Financial assets at amortised cost comprise of assets that are held within a business model with the objective to hold the financial assets to collect contractual cash flows that meet the SPPI Criterion. This category includes the Group's other receivables. These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses, interest income, foreign exchange gains and losses and impairment losses are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

The Group holds an investment in M&C Saatchi plc which it has classified as a Level 1 financial asset as detailed in the notes.  The Company accounts for the investment at FVTPL and did not make the irrevocable election to account for the investment at FVOCI. The fair value was determined in line with the requirements of IFRS 13 'Fair Value Measurement'. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions.

As at the balance sheet date the Group has not classified any assets as being financial assets at FVOCI.

Derecognition

A financial asset is primarily derecognised and removed from the Condensed Consolidated Statement of Financial Position when the rights to receive cash flows from the asset have expired.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified as financial liabilities at fair value through profit or loss or amortised cost. All financial liabilities are recognised initially at fair value and, in the case of payables, net of directly attributable transaction costs.

Subsequent measurement

Financial liabilities are subsequently measured at amortised cost and in the case of interest-bearing financial liabilities at amortised cost using the effective interest rate method. Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

3.   CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the 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. 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.

The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset

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.

Whilst the accounting for business combinations is substantially complete, certain acquisition fair value estimates are in the process of being finalised.  Management have engaged with specialists in this regard and at the date of this report do not expect any differences to have a material effect on the numbers as reported in these Interim Results.

Critical accounting judgements

Revenue recognition

There are a number of areas where judgement has been applied in respect of revenue recognition.  A description of the way in which revenue and associated assets are recognised is detailed in the notes. 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 period to 31 August 2025, the Directors do not consider that they have made any other significant estimates, judgments or assumptions which would materially affect the balances and results reported in these Financial Statements.

4.   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 Condensed Consolidated Interim 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	See note 5	Recurring Revenues are income occurring continuously and repeatedly.
Transactional Revenue	Revenue	See note 5	Transactional Revenue are recognised at the point of transfer (delivery) to a customer.
Balance Sheet Measures
Net cash or debt	None	See note 13	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.

 

5.   SEGMENT INFORMATION

Revenue from continuing operations

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
		£000s	£000s
Recurring revenues		20,606	15,976
Transactional revenues		4,830	3,892
		25,436	19,868

 

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.

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
		£000s	£000s
Revenue		25,436	19,868
EBITDA		6,862	3,563
Acquisition expenses, stamp duties and relisting expenses		306	504
Adjusted EBITDA		7,168	4,067
Depreciation		(109)	(38)
Adjusted operating profit		7,059	4,029
Amortisation of acquired intangible assets		(2,076)	(1,471)
Acquisition expenses, stamp duties and relisting expenses		(306)	(504)
Operating profit		4,677	2,054

6.   EMPLOYEES AND DIRECTORS

(a)   Employment costs for the Group during the period:

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
		£000s	£000s
Wages and salaries		10,162	7,897
Pension contributions		324	239
Social security costs		1,222	870
Total employment costs expense		11,708	9,006

 

(b)   Key management compensation

The Board considers the Directors of the Company, to be the key management personnel of the Group. 

During the six months ended 31 August 2025, the Company had the following Executive Directors: Vin Murria, Gavin Hugill and Karen Chandler.

Full details in respect of the Directors' roles and remuneration can be found in the Company's annual financial statements to 28 February 2025. Since this date no changes were made to directors' remuneration.

Vin Murria, Gavin Hugill, Karen Chandler and Mark Brangstrup Watts all have a beneficial interest in the A ordinary shares (Incentive Shares) issued by the Company's subsidiary. This is disclosed in the notes of these Interim Results.

(c)   Employed persons

The average monthly number of persons employed by the Group (including Directors) during the period was as follows:

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
		number	number
Leadership		12	12
Management		6	6
Technical		272	182
Sales and marketing		36	20
Administration		26	18
		352	238

 

7.   OPERATING EXPENSES ARE STATED AFTER CHARGING

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
		£000s	£000s
Group operating expenses by nature
Short-term lease costs		77	81
Depreciation		109	38
Amortisation		2,076	1,471
Auditor's remuneration:
Fees payable to the Company's auditor for the audit of consolidated accounts		36	35
Audit of subsidiary undertakings		154	150
Net foreign exchange (gains)/losses		77	(25)
Non-recurring project costs		306	504
Share based payment expense		55	55

 

8.   TAXATION

Income tax expense is recognised based on management's estimate of the weighted average income tax rate expected for the full financial year.  Tax is charged at 24.8% for the six months ended 31 August 2025 (31 August 2024: 20.4%) representing the best estimate of the average annual tax rate expected to apply for the full year applied to the pre-tax income of the six month period.

The effective rate applied for 2025 was lower than the standard rate of UK corporation tax due to the brought forward tax losses held by the Group and its subsidiaries and the effective rate of tax in Ireland.  The effective tax rate applied for the interim period to 31 August 2025 is also affected by deferred tax liability releases in relation to the intangibles created upon the business combination.

9.   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.

As more fully detailed in the annual financial statements to 28 February 2025, 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.

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.

 

		6 months ended	6 months ended
		31 August 2025	31 August 2024
		Unaudited	Unaudited
Basic
Profit/(Loss) attributable to owners of the parent (£000s)		2,930	7,851
Weighted average number of ordinary shares in issue		134,795,371	133,200,000
Basic profit/(loss) per ordinary share (pence)		2.17	5.89
Diluted
Profit /(loss) attributable to owners of the parent (£000s)		2,930	7,851
Weighted average number of ordinary shares in issue		134,795,371	133,200,000
Adjustment to number of shares for warrants		700,000	700,000
Adjusted weighted average shares in issue		135,495,371	133,900,000
Diluted profit/(loss) per ordinary share (pence)		2.16	5.86
Basic EPS on adjusted operating profit
Adjusted operating profit		7,059	4,029
Weighted average number of ordinary shares in issue		134,795,371	133,200,000
Basic profit/(loss) per ordinary share (pence)		5.24	3.02

Adjusted operating profit has been calculated using the definitions in note 4 with further detail in note 5 to these financial statements.

10. INTANGIBLE ASSETS

	Goodwill	Customer relationships	Brand names	Software and IP on Acquisition	Internal Software Development	Total
	£000s	£000s	£000s	£000s	£000s	£000s
Cost
At 1 March 2025	24,715	9,513	1,833	10,517	2,328	48,906
Acquisitions of subsidiaries	11,422	1,958	357	4,269	-	18,006
Additions	-	-	-	-	992	992
At 31 August 2025	36,137	11,471	2,190	14,786	3,320	67,904
Accumulated amortisation
At 1 March 2025	-	1,444	530	2,601	211	4,786
Amortisation	-	539	201	1,103	233	2,076
At 31 August 2025	-	1,983	731	3,704	444	6,862
Carrying amount
At 1 March 2025	24,715	8,069	1,303	7,916	2,117	44,120
At 31 August 2025	36,137	9,488	1,459	11,082	2,876	61,042

 

11. SUBSIDIARIES AND INVESTMENTS

Principal subsidiary undertakings of the Company

The Company directly owns the whole of the issued ordinary share capital of its subsidiary undertaking. Details of the Company's subsidiary are presented below:

Subsidiary	Nature of business	Country of incorporation	Proportion of ordinary shares held by parent	Proportion of ordinary shares held by the Company
MAC I (BVI) Limited	Incentive vehicle	BVI	100%	100%

The registered office of MAC I (BVI) Limited Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands VG1110.

Details of the indirectly held subsidiaries are presented below:

Subsidiary	Nature of business	Country of incorporation	Proportion of ordinary shares held by the Group
ADV Holding Group Limited	Holding company	England and Wales	100%
ADV Finance Holding Limited	Holding company	England and Wales	100%
ADV People Holding Limited	Holding company	England and Wales	100%
GOSS Technology Group Limited	Holding company	England and Wales	100%
ADV US Inc.	Holding company	USA	100%
Integrated Business Software and Solutions Limited (1)	Trading company	England and Wales	100%
CHKS Limited ("CHKS")	Trading company	England and Wales	100%
Retain International Software Limited (2)	Trading company	England and Wales	100%
Workforce Management Software Limited ("WFM")	Trading company	England and Wales	100%
Celaton Limited ("inSTREAM")	Trading company	England and Wales	100%
GOSS Interactive Limited	Trading company	England and Wales	100%
HFX Limited	Trading company	England and Wales	100%
IB Software and Solutions (Ireland) Limited (1)	Trading company	Ireland	100%
Retain International Software USA Limited (2)	Trading company	USA	100%
ADVT Software India Private Limited	Trading company	India	100%

(1)   Integrated Business Software and Solutions Limited and IB Software and Solutions Limited together ("IBSS").

(2)   Retain International Software Limited and Retain International Software USA Limited together ("Retain").

The Group acquired 100% of the equity interest in HFX Limited on 13 May 2025 and 100% of the equity interests in GOSS Technology Limited (with a 100% owned subsidiary GOSS Interactive Limited) on 29 May 2025. Details of the acquisitions are disclosed in note 17.

ADVT Software India Private Limited have a year end of 31 March to align with local requirements. HFX Limited, GOSS Technology Limited and GOSS Interactive Limited year ends are 30 June. For the preparation of Group accounts, the year end of all the subsidiaries is intended to align with Group's year end of 28 February.

Financial assets of the Company

The Company directly owns equity investments (Level 1) for which the Company has not elected to recognise fair value gains and losses through Other Comprehensive Income.

 

The following gains/(losses) were recognised in profit or loss:

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Level 1 Financial assets at fair value through profit or loss (FVTPL) opening fair value		21,000	20,820
Fair value gains/(losses) on equity investments at FVTPL recognised in other gains/(losses)		(1,800)	180
Closing fair value		19,200	21,000

There were no transfers between levels for fair value measurements during the year. The Company's policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

a)     Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

b)    Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

c)     Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

 

There are no restrictions on the Group's ability to access or use any of its assets to settle the liabilities of the Group.

12. TRADE AND OTHER RECEIVABLES

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Amounts receivable within in one year:
Trade receivables		5,433	10,261
Prepayments		1,073	848
Accrued income		2,010	1,138
Other receivables		280	355
		8,796	12,602

There is no material difference between the book value and the fair value of the receivables. Receivables are considered to be past due once they have passed their contracted due date.

 

13. CASH AND CASH EQUIVALENTS

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Cash and cash equivalents
Cash at bank		44,413	28,661
Deposits on call		52,541	59,849
		96,954	88,510

Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions.

14. TRADE AND OTHER PAYABLES

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Amounts falling due within one year:
Trade payables		1,019	1,563
Taxes and Social Security		2,338	632
Accruals		4,390	3,819
Lease Liabilities		129	-
Other payables		62	-
A ordinary share liability		116	116
		8,054	6,130

There is no material difference between the book value and the fair value of the trade and other payables.

15. CONTRACT LIABILITIES

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Contractual Liabilities up to 1 year		18,515	13,872
Contractual Liabilities over 1 year		297	475
		18,812	14,347

The contract liabilities balance relates to revenue from contracts with customers.

16. PROVISIONS

		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Opening balance		1,672	2,042
Acquired with subsidiaries		420	-
Utilised		-	(370)
Closing balance		2,092	1,672

The opening provision was recognised upon acquisition for certain contracts with customers of IBSS, for which the unavoidable costs of meeting the obligations, relating to hosting costs at a data centre, exceed the economic benefits expected to be received. The acquired balance has been recognised upon the acquisitions of HFX and GOSS, representing provisions for property dilapidations. It is anticipated that a majority of the costs will be incurred over the next one to two financial years. No reimbursement is expected.

17. ACQUISITIONS

In the Interim Period, the Group acquired 100% of the equity interests in HFX Limited, GOSS Technology Group Limited. Outlined below is a summary of the consideration paid, the provisional fair value of acquired intangible assets, the provisional fair value of other acquired assets and liabilities assumed at the acquisition date and the resulting goodwill for each entity acquired, subject to the finalisation of the purchase price allocation report.

 

The following table summarises the consideration paid for acquisitions, the fair value of assets acquired and liabilities assumed at the acquisition date.

	HFX	GOSS	Total
	Fair value	Fair value	Fair value
	£000s	£000s	£000s
Consideration
Total consideration	5,620	13,507	19,127
Cash and cash equivalents acquired	630	6,071	6,701
Net of Cash	4,990	7,436	12,426
PPE: Computer equipment	256	70	326
Trade and other receivables	806	582	1,388
Trade and other payables	(910)	(1,252)	(2,162)
Contractual Liabilities	(1,054)	(2,465)	(3,519)
Tax liability on intangibles	(226)	(967)	(1,193)
Provision	(50)	(370)	(420)
Customer relationships identified on acquisition	769	1,189	1,958
Software and intellectual property identified on acquisition	1,812	2,457	4,269
Brand name identified on acquisition	134	223	357
Total identifiable net assets	1,537	(533)	1,004
Goodwill	3,453	7,969	11,422
	4,990	7,436	12,426
Amortisation period
Customer relationships	8 years	10 years
Software and IP on acquisition	5 years	5 years
Brand name identified	5 years	5 years

 

Acquisition related costs of £0.3m has been charged to the statement of comprehensive income within administration expenses in the six months to 31st August 2025 (2024: £0.1m).

 

On 13 May 2025, the Group acquired 100% of the share capital of HFX Limited for an equity value of £5.6m. The acquisition is financed through a combination of the Group's own cash resources of £5.0m and £0.6m of cash held by HFX Limited at the time of acquisition. A portion of the consideration, totalling to £2.3m, is payable as deferred consideration, £0.47m paid in September 2025 as part of completion accounts and two instalments of £1.0m due on the first two anniversaries of the acquisition. The two remaining instalments have been recognised at its present value of £1.84m in accordance with IFRS 3.

 

HFX Limited is a cloud-based workforce management software solution that helps manage the customers workforce more efficiently. The software is used for optimising staffing level, improve operational performance and support flexible working arrangement.

 

On 29 May 2025, the Group acquired 100% of the share capital of GOSS Technology Group Limited for a total equity value of £13.5m. Part of the consideration, amounting to £6.1m, was funded by the cash held by GOSS Technology Group Limited at the acquisition date. An amount of £5.0m of the total consideration was satisfied through the issuance of shares in the Company. The net cash outflow of the Group with respect to the acquisition was £2.4m.

 

GOSS Technology Group Limited is a UK-based software company that specialises in providing digital platforms and solutions to help public sector organisations achieve digital transformation. The platform enables customers to create and manage websites and online services, automate business processes and enhance self-service capabilities for citizens.

 

Goodwill has been recognised as it reflects the anticipated future economic benefits arising from factors such as: going concern value, excess earnings capacity, brand reputation and recognition, proprietary technologies, a strong and loyal customer base, employee expertise, the company's social impact, operational stability, and synergistic advantages that do not meet the criteria for separate recognition as intangible assets. None of the recognised goodwill is expected to be deductible for tax purposes.

Following the acquisitions, HFX Limited contributed £0.9m in revenue and £0.01m in profit before tax attributable to equity holders of the parent, for the period from the acquisition date to the balance sheet date. GOSS Technology Group Limited contributed £1.5m in revenue and £0.24m in profit before tax attributable to equity holders of the parent, over the same period.

18. EQUITY AND RESERVES

Authorised
Unlimited ordinary shares of no par value
Unlimited A shares of no par value
100 sponsor shares of no par value
		Stated Capital	Stated Capital
		As at	As at
		31 August 2025	28 February 2025
		Unaudited	Audited
		£000s	£000s
Issued
Ordinary shares of no par value (2025: 136,425,806, 2024: 133,200,000)		136,166	131,166
Sponsor shares of no par value (2025: 2, 2024: 2)		-	-
Reserves
Warrant reserve		98	98
Warrant cancellation reserve		350	350
Share-based payment reserve		637	582

 

19. RELATED PARTY TRANSACTIONS

Transactions between Group undertakings, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

The Directors: Vin Murria, Gavin Hugill and Karen Chandler have beneficial interests in the Incentive Shares issued by the Company's subsidiary

Antoinette Vanderpuije (the Company Secretary) is a partner of Marwyn Capital and beneficially interested in the Marwyn shareholding and an indirect beneficiary of the Long-Term Incentive Plan. 

Details of their respective interests can be found in the Company's annual financial statements to 28 February 2025, there have been no changes to these interests in the period.

20. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 31 August 2025 that requires disclosure or adjustment in these Condensed Consolidated Interim Financial Statements.

21. POST BALANCE SHEET EVENTS

No other matter or circumstance has arisen since 31 August 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs as at the date of this report.

 

Advisors

Nominated Adviser and Broker Singer Capital Markets Advisory LLP One Bartholomew Lane London EC2N 2AX	Company Secretary  Antoinette Vanderpuije  11 Buckingham Street London WC2N 6DF
Registrar MUFG Corporate Markets (Guernsey) Limited Mont Crevelt House, Bulwer Avenue St Sampson, Guernsey GY2 4LH	Registered Agent and Assistant Company Secretary  Conyers Corporate Services (BVI) Limited Commerce House, Wickhams Cay 1 Road Town, VG1110 Tortola, British Virgin Islands
Depository MUFG Corporate Markets Trustees (UK) Limited Central Square, 29 Wellington Street, Leeds, LS1 4DL	Solicitors to the Company (as to English law) Akin Gump LLP 10 Bishops Square 8th Floor London, El 6EG United Kingdom
Auditor Baker Tilly Channel Islands Limited 2nd Floor, Lime Grove House Green Street St Helier Jersey JE2 4UB	Solicitors to the Company (as to BVI Law) Conyers Dill & Pearman Commerce House, Wickhams Cay 1 Road Town, VG1110 Tortola, British Virgin Islands
UK establishment address   11 Buckingham Street London WC2N 6DF