3 July 2025 

ActiveOps plc 

("ActiveOps", the "Company" or the "Group") 

Results for the year ended 31 March 2025

Strong revenue momentum and enlarged opportunity through innovation and complementary M&A

ActiveOps plc (AIM: AOM), a leading provider of Decision Intelligence software for service operations, is pleased to announce its audited results for the year ended 31 March 2025 ("FY25"). The Group delivered double digit revenue growth, a record number of new customer wins and continued strong cash generation in the year, providing a strong basis for continued success in FY26.

Financial Highlights:

Operational Highlights

Current Trading and Outlook

Post Period End - Acquisition of Enlighten

On 30 June 2025, the Group announced the acquisition of Enlighten, a competitor business, for a total maximum cash consideration of up to USD 21.5m (approximately £15.9m). 

The acquisition brings an expanded offering, new enterprise customers and significantly increases ActiveOps' presence in North America and APAC. It is expected to increase ActiveOps' ARR by approximately USD11.0m (approximately £8.1m) on a pro forma basis and be earnings enhancing, with an anticipated EPS accretion of no less than 15% in the first full year of ownership, being the financial year ending 31 March 2027.

ActiveOps Executive Chair, Richard Jeffery commented: "FY25 was a significant year for ActiveOps, delivering our strongest performance since listing as a public company in 2021, achieving double digit revenue and ARR growth, alongside increased cash generation.  With nine new logos won in the year, up from three in FY24, and good expansion with our existing customers, the momentum we are seeing across the business is clear.

The world isn't getting any simpler and as the environment in which global organisations operate becomes increasingly complex, their need to respond with agility, while ensuring consistency of service, increases. The appreciation that technology like ours can help enterprises boost performance, find capacity and increase productivity is growing, creating demand for our offerings.

With an increasingly innovative set of products, clear position in the market and experienced sales team, complemented with our recently announced acquisition of Enlighten, we have built a platform from which we can seize on the market opportunity.

We were delighted to announce the acquisition of Enlighten post-period end, increasing our scale and deepening our competitive moat.  This news, coupled with encouraging trading early in the new year, underscores our confidence for FY26 and beyond.

Footnote to Financial highlights

The above non-GAAP measures are unaudited

For more information, please contact:

About ActiveOps

ActiveOps is a Software as a Service business, dedicated to helping organisations create more value from their service operations. ActiveOps' Decision Intelligence software solutions are specifically designed to support leaders with the vast number of decisions they make daily in the running their operations. Our customers make better decisions and consume less time and effort making them. The outcomes are significantly improved turnaround times and double-digit improvements in productivity with backlogs of work materially reduced. Customers can leverage the capacity created to invest in transformation and development, and more efficiently utilise resources.

The Company's AI-powered SaaS solutions are underpinned by 15+ years of operational data and its AOM methodology which is proven to enhance cross departmental decision-making.

The Company has approximately 280 employees, serving a global base of enterprise customers from offices in the UK, Ireland, USA, Canada, Australia, India, and South Africa. The Group's customers are predominantly in the banking, insurance, healthcare administration and business process outsourcing (BPO) sectors, including Nationwide, TD Bank, Elevance and Xchanging.

Executive Chair's Statement

Introduction

The close of FY25 marked our fourth year as a listed business. In that time, we have seen unprecedented macroeconomic and geopolitical disruption and yet, despite this, ActiveOps has continued to meet its targets and deliver on its growth ambitions. It is for these reasons I am incredibly proud of our team, the business we have become and all that we have achieved in this time.

FY25 was a significant year for the Group, as we delivered our strongest performance since listing as a public company, achieving double digit revenue and ARR growth, alongside increased cash generation.

We have a significant international presence, providing resilience to fluctuations in global macroeconomic performance and access to a large pool of blue-chip prospective customers. We achieved growth across all our geographies in FY25, with ARR increasing by 25%, 23% and 9% in APAC, North America and EMEIA respectively, on a constant currency basis.

With nine new customers won in the year, up from three in FY24, and good expansion with our existing customers, the momentum we are seeing across the business is clear. The world isn't getting any simpler. As the environment in which large, global organisations operate becomes increasingly complex, their need to respond with agility, while ensuring consistency of service, increases. The appreciation that technology like ours can help our customers boost performance, find capacity and increase productivity is growing, creating demand for our offerings.

With an increasingly innovative set of products, clear position in the market and experienced sales team, we have built a platform from which we can seize on this clear market opportunity.

Financial performance and progress

As a SaaS business, our operating model is highly cash generative, and the recurring nature of our high margin revenues mean we have good forwards visibility.

The Group has seen improvement across all its key financial performance indicators. Group revenue is up 14% (15% on a constant currency ("CC") basis) to £30.5m (FY24: £26.8m). This reflects both the success seen in the acquisition of new customers, and good expansion across our existing accounts. SaaS revenues increased 13% (14% on a CC basis) to £26.8m, up from £23.8m in FY24.

We saw a return to more typical levels of T&I revenue, reflecting the strong new business performance, increasing by 23% to £3.7m (FY24: £3.0m).

At a Group level, ARR grew by 13% (15% on a CC basis) to £28.4m (FY24: £25.1m), supported by a healthy NRR performance of 106%. We saw overall revenue growth in all regions, with strong performances in Africa, Australia and Canada on both Annual Recurring Revenue ("ARR") and Net Revenue Retention ("NRR") terms.

The stickiness of our platform and the benefits we quickly bring to our customers underpin the ongoing strength of our NRR performance.

The strength of our top line performance means that adjusted EBITDA for the year was £2.5 m (FY24: £2.4m) and PBT for the year was £1.3m, following our increased investment in the Group's sales capability, as planned. The Group remains well capitalised, and levels of cash generation remain high, with cash and cash investments at year end of £20.6m (FY24: £17.6m) supporting our plans for future growth.

Supportive market backdrop and increasing awareness drives demand

The market in which we operate continues to evolve. Business leaders are facing a multitude of increasingly complex challenges every day. In recent months alone we have seen examples from around the world of the types of issues that can have material impacts on a business's ability to serve its customers and operate efficiently. Whether it be a cyberattack, geopolitical and trade disruption or nationwide power outages, the range of issues that companies could face are increasingly diverse and equally threatening.

Organisations not only need to prepare for these events, but also better manage people and capacity to ensure effective management and compliant service delivery. Across our target markets potential customers have visibility of the increasing complexities of running operations teams and as such, they are becoming much more sensitive to the need for control and insight over their resources, and the risk to their businesses of getting this wrong.

The need for our Decision Intelligence software is therefore increasing. We are seeing growth in the value service operations leaders place in using technology to visualise capacity in real-time and quickly and accurately forecast where human capital resources are needed most.

Another positive we are seeing in the market stems from the growing awareness across executive teams of the power of Applied AI and ML as well as an understanding of the value of clear, aggregated data to power AI across a business. This trend in increasing awareness of the power and benefits AI brings outside of specialist IT procurement teams means we are meeting potential customers who are more attuned to the benefits and value our technologies can bring.

Close customer relationships ensure we deliver innovative products that are needed most

FY25 was a busy year for our product teams. When bringing new products to market, we are focused on innovation and the delivery of functional technology. The emerging power of the AI and ML technologies embedded within our suite of Decision Intelligence products is creating the mechanisms to resolve some of the most complex issues service operations teams face on a day-to-day basis.

ActiveOps is a powerful example of how technology can be leveraged in a functional way to easily improve performance when applied to a specific problem. By embedding these technologies into our tools, we make them available to our customers who, in turn, can do more with less and achieve improved results themselves. Better insights, faster decisions and ability to plan ahead means they are better equipped than ever to deal with the issues they might face.

One of the most significant developments this year is the speed at which we have been able to bring new technologies to the market. This is testament to both the quality of our product team and our experience in the sector. We see this as a major success for the year ensuring we continue to grow market share and build traction in our target markets.

Innovation and enhancement of our products remains a cornerstone of our growth strategy. With close customer relationships and over 15 years of experience in resolving problems faced by large service operations teams, we are well equipped to continue to bring the products our customers need most.

A key focus is on ensuring the ease of cross and upselling between our products, to support our land and expand sales strategy.

ControliQ

Q4 of FY25 saw the launch of ControliQ Series 4. This follows the launch of ControliQ Series 3 at the end of 2023. With these two releases our customers can harness the power of the latest AI tools for the back-office, increasing automation and releasing capacity, all with zero technical effort.

Initial uptake of ControliQ Series 4 has been encouraging, with six customers using Series 4 by the year end. Of this six, three were upsells to existing customers while three were new customer wins.

We continue to seek new ways to drive further growth through innovation. With this in mind, we are now turning our attention to ControliQ Series 5 and have started to invest in the discovery phase of the development process.

CaseWorkiQ

CaseWorkiQ continues to build strongly, with ARR growth of 38%. Pleasingly we have seen a good level of expansion within existing customers which helped to deliver NRR for CaseWorkiQ of 131%, underscoring the value our customers are able to derive from the product.

WorkiQ

Following the completion of the Cloud delivered version of WorkiQ, momentum has started to build as improved rollout speeds across new customers, decreased cost of ownership and a more conducive platform for integration with our other products has led to improved customer acquisition and a healthy pipeline of interest.

WorkiQ ARR grew by 11% in the year, supported by good uptake in the US and the launch of a fully cloud version of the software, WorkiQ Cloud, with the first customers secured. The cloud version of the software provides for easier implementation and considerable scalability, increasing the attractiveness of the offering to new customers and facility customer expansion. Post period-end a significant North-American banking customer signed a contract to migrate from the OnPrem platform to the Cloud.

Growth of our customer base: land & expand

With a total addressable market of c. £900m within our top 250 target accounts at the period end, of which £98m relates to the cross and upsell of our solutions to our existing customers, we have a large opportunity for further growth within our target sectors and geographies. We remain tightly focused on a well-defined set of industries and geographies, but with large-scale service operations present across many industries and sectors the potential for further expansion is large.

Enterprise sales cycles remain dynamic and while we have seen some shortening of sales cycles in select cases, we believe it prudent to presume that enterprise spending will continue to be impacted to some extent by the wider macroeconomic uncertainty, as it was in FY25.

In the US we saw growth supported by new logo successes and the cross sell of ControliQ into an existing US health provider customer. This was our first significant cross sell of ControliQ into a legacy WorkiQ customer, which provides an opportunity for further expansion.

Market position clearer than ever, leaving us primed for growth following investment in our sales team

We are closer than ever to our customers and target market. Our understanding of the issues service operations leaders face on a day to day is unparalleled. Relationships are at the heart of our business - whether it be relationships with customers, employees or external stakeholders.

Our marketing team has been instrumental in leveraging these relationships to drive customer awareness, clarify our messaging and stake out a clear position in the market, under the label of Decision Intelligence for service operations.

Attendance at Capacity 24 was up 90% versus the prior year. These events are a great medium through which we can meet with existing and potential customers, demonstrate customer successes and hear what issues are the most pressing for our customers.

A fundamental takeaway for me is always the quality of the relationships we enjoy with our customers. People believe in what we do and the growth and success of this event over the years means that we have built a sense of community, where our customers can talk to each other and compare experiences.

In the year we were delighted to start working with Great Britain's men's and women's Rugby Sevens, as their Official Analytics partner. This has put the ActiveOps brand front and centre at some major sporting events.

Crucially, we believe the nine new logos we secured this year largely came as a result of the progress we made following the investments in product and marketing.

Having laid solid foundations following these investments, in the year we completed the onboarding of six new sales hires, increasing both the capacity and experience within our sales team. These hires were H2 weighted so still in the early stages, but initial results are encouraging.

With an experienced sales team fully up to speed, we are confident in our ability to continue to drive growth through new customer acquisition, to support our growth through expansion.

Diversity and ESG

The Board continues to work diligently to ensure our high standards are maintained and practiced in line with the sound governance structures we have in place.

While not related to our own governance, something I am very proud of is the positive impact our technology has on the lives of the staff members working across our customer base. With better visibility on capacity, skill set and experience, our technology can help senior operations leaders protect their staff from overworking, ensure they get proper training and see which of their team are well placed for promotion and advancement. We can make a really positive impact on the lives of operations workers which is hugely rewarding for us as a company.

We maintain a structured approach to advancing our ESG agenda, aligning our initiatives with the GRI framework and carefully chosen environmental, social, economic, and governance standards. Over the past year, we have placed greater emphasis on training and education across the organisation to ensure our teams are equipped for their roles and supported in their development alongside the business.

Our long-standing Chair, Sean Finnan, stepped down from his role in September 2024 as planned, and I would once again like to thank him for the valuable guidance he provided, both to me and the wider business, over the nine years' he spent with us. Sean's impact on the business cannot be overstated and we remain very grateful for the many valuable contributions he made over the years.

Following Sean Finnan's departure, we were delighted to welcome Bruce Lee to the Board as an Independent Non-Executive Director. Bruce has been a strong addition to the team and brings with him a wealth of experience as we continue to grow.

Not only has our partnership with GB Rugby 7's helped raise brand awareness with a large audience, but it has also seen us support and be involved in some extraordinary charitable causes around the world, donating £34k across seven charities improving inclusion and access to sport.

Focus for the year ahead

Our focus now is on building on the momentum we have seen this year. We have worked incredibly hard to get to this point, where our product, marketing and sales functions are all primed for an accelerated phase of growth.

Further product development and the planned ongoing investment in our sales team in FY26 will ensure we continue to build on what was achieved this year.

Key to our ability to scale will be on exploring how we can work with partners. Partner sales represent an exciting growth vertical for us and would create further opportunities for the Group. Our technology is rapid to implement and requires low technical input to launch. These are major assets and should complement our ambition to grow through both direct and partner sales. We have announced one such partnership so far, in April 2025 with Rulesware, a premier provider of Pega-based intelligent automation services, and while still in the early phases, we look forward to being able to update shareholders on this addition to our strategy in due course.

M&A has always been a part of our capital allocation policy. While in recent years we have been focused on using cash to invest in our own operations and drive organic growth, the Board recognises the value M&A could offer the Group and continues to evaluate opportunities.

In this vein, we were delighted to announce the acquisition of Enlighten post-period end. The quality of its customer base, offering and strength in both the North America and the Asia Pacific markets makes it a strong addition to our business, expanding our capabilities into organisational transformation, bringing major new enterprise customers into the Group, and deepening our competitive moat. The successful integration of Enlighten within our business, alongside the continued execution of our organic growth strategy, will be an important area of focus in the year ahead.

Outlook

As we look ahead to the current financial year, I am pleased with the strong start we have made. Trading in the new year has begun encouragingly, including sales of ControliQ to three new customers and multiple expansion sales with existing customers, underscoring our confidence for FY26.

Richard Jeffery

Executive Chair

Group Financial Performance and Chief Financial Officer's Report

I am pleased to report on a strong year for the Group, delivering double digit revenue growth with continued strong cash generation.

Revenue

Total revenue of £30.5m (2024: £26.8m) was 14% ahead of the prior year (15% ahead on constant currency), with SaaS revenues increasing 13% to £26.8m (2024: £23.8m) arising from both new and existing customers.

Revenue growth was exceptionally high in North America, increasing by 22% to £7.7m (2024: £6.4m), driven by customer expansion and new customer acquisitions, with the region securing five new customers during the year.

T&I revenues have increased to £3.7m (2024: £3.0m) returning to more normalised levels, predominantly driven by increased new customer acquisitions during the year. T&I revenues continue to vary by product and region depending on the mix of customer implementation requirements as well as the timing of implementations dictated by customer plans.

Annual Recurring Revenue

Annual recurring revenue ('ARR') of £28.4m (2024: £25.1m) was 13% higher (15% on constant currency) than the prior year as a result of sales to existing customers, and the addition of nine new customers, which although contributing little to revenue in 2025, were generating ARR of £1.8m at the year end, with the opportunity to contribute further in FY26. Net revenue retention ('NRR') of existing customers on a constant currency was 108% (2024: 110%) with customer logo churn increasing slightly to 3.4% (2024: 2.7%).

ARR was notably elevated in APAC, increasing by 25% on a constant currency basis, driven by four of the largest customers in the region moving to ControliQ series 3.

As previously flagged, a top 10 customer notified us of their intention to reduce their use of our software. However, this reduction during the year was less than initially stated and discussions with the customer are progressing well with regards to ongoing usage.

Overall, 85% of customers increased or maintained ARR (2024: 82%), including 34% who increased ARR by 20% or more (2024: 27%), demonstrating that once secured, we are adept at expanding our services into new teams, divisions, and geographies at the customer.

Margins and Operating Profit

Gross profit margins of 84% (2024: 84%) have remained consistent year on year. SaaS gross profit margins have increased to 88% (2024: 87%) due to prudent cost management. T&I gross profit margins have reduced slightly to 57% (2024: 59%)

Operating expenses (excluding share-based payments, depreciation and amortisation) increased to £22.7m (2024: £19.9m) due to increased investment in the Group's sales capability as planned.

Adjusted EBITDA increased to £2.5m (2024: £2.4m) excluding the costs associated with share-based payments at £0.3m (2024: £0.2m) and translation reserve loss of £0.3m (2024: loss £0.1m).

Product and Technology Expenditure

Total expenditure on product management, research, development and support in the year remained flat at £5.5m (2024: £5.5m) excluding capitalisation of labour. This investment has enabled the group to deliver several new features to the product set to provide additional benefit to customers.

The Group continues to focus on the development of advanced AI-based product features within ControliQ and CaseWorkiQ, and the Group capitalised development costs of £1.0m (2024: £1.3m) were capitalised during the year relating to new features incorporated into ControliQ and CaseWorkiQ.

Sales and Marketing expenditure

As stated, this time last year, the progress achieved in advancing our product offerings and simplifying our marketing messages, provided the Board with the confidence to increase planned spend on Sales and Marketing this year, aiming to generate increased levels of new customer acquisition and revenue growth.

As a result, Sales and Marketing spend increased to £6.5m (2024: £4.9m), which is 21% of Group revenue during the year (2024: 18%), a level that is more in line with a typical enterprise SaaS organisation. The increase has largely been driven by growth in the number of experienced enterprise SaaS sales executives, with five onboarded during FY25. The positive early indicators of performance and uptick in the year in new customer acquisition mean the Board have agreed to add select further personnel during FY26, aiming for totals Sales and Marketing spend to remain at approximately 21% of revenue.

Long-Term Incentive Plan (LTIP) charges

During the year the income statement charge for the LTIP schemes was £0.3m (2024: £0.2m).

Foreign Exchange

The Group has 51% (2024: 50%) of revenues invoiced in currencies other than GBP, with the Group's cost base predominantly located in the same base jurisdictions as revenues, providing a natural hedge to currency exchange risk. Movements on exchange rates throughout the year represent income of £125k (2024: £749k).

Depreciation and Amortisation

Depreciation and amortisation of £1.4m (2024: £1.3m) principally comprised intangible amortisation following the acquisition of the OpenConnect entity in 2019 and the assets retained from the subsequent sale in 2020, and acquisition of the Australian entities in 2017.

Taxation

The Group had a tax charge in the year of £0.2m (2024: £0.1m). The Group operates a transfer pricing policy to ensure that profits are correctly recorded in each of the jurisdictions in which it operates. ActiveOps has brought forward tax losses in the UK and Irish legal entities that currently reduce the overall tax rate of the business.

Statutory Results

The Group reported total comprehensive income of £0.8m (2024: £0.7m) for the year.

Earnings per Share

Following the Group's move to making a profit before tax, the profit attributable to equity shareholders basic earnings per share for continuing operations was a profit of 1.55p (2024: 1.18p). The diluted earnings per share for the year was a profit of 1.47p (2024: 1.13p).

Dividend

The Board has determined that no dividend will be paid in the year. The Group is primarily seeking to achieve capital growth for shareholders at this time. It is the Board's intention during the current phase of the Group's development to retain distributable profits from the business to the extent they are generated.

Balance Sheet

The Group has a strong balance sheet position with no debt and net assets of £9.9m (2024: £8.8m) including cash and cash equivalents of £20.6m at the end of the year (2024: £11.3m) and cash investments of £nil (2024: £6.3m).

Goodwill and intangible assets

The carrying value of the Group's goodwill of £1.2m (2024: £1.2m) was reviewed for impairment with no indications of impairment. The intangible assets at £4.4m (2024: £4.6m) arising from business combinations for customer relationships, purchased software and capitalised development costs are amortised over an appropriate period.

Cash flow

The Group continues to generate positive working capital with the ratio of operating cashflow to EBITDA at 200% for the year (2024: 175%).

The Group continues to bill most customers annually in advance for software revenues with deferred income increasing to £16.7m (2024: £14.4m). The seasonality of existing contract customer renewals in the second half of the year delivered a strong increase in cash over the period.

Post period end - acquisition of Enlighten

After the period end, on 27 June 2025, the Group signed a sale and purchase agreement to acquire the entire issued share capital of Enlighten Group Pty Ltd, a competitor business. Enlighten is a software & professional services company in workforce optimisation, predominantly serving the North America and Asia Pacific markets. The Group has agreed to pay a total maximum consideration of up to USD21.5m (approximately £15.9m), payable in cash from the Group's existing cash resources and the operating cash flow generated over the period up to 30 June 2027. 

The total consideration consists of an initial consideration of USD8.5m (approximately £6.3m), on a cash free, debt free basis, and a contingent deferred consideration of up to USD13m (approximately £9.6m), payable in cash dependent on the financial performance of Enlighten in relation to a mix of SaaS revenues delivered and contract renewals achieved, consistent with the current run rate of the business. The maximum contingent deferred consideration payable is up to USD8.0m (approximately £5.9m) for the year ended 30 June 2026, and up to USD5m (approximately £3.7m) for the year ended 30 June 2027.

With over 20 enterprise customers, the Acquisition is expected to increase ActiveOps' ARR by approximately USD11.0m (approximately £8.1m), on a pro forma basis, and be earnings enhancing, with an anticipated EPS accretion of no less than 15% in the first full year of ownership, being the financial year ending 31 March 2027.

Minority investment

On 26 November 2024, the Group made a minority investment in Contact Web Limited ("Contact Web"), acquiring 21% of the share capital for a cost of £400,000. Contact Web, a contact centre founded in 2023, provides both inbound and outbound customer support for the retail, healthcare and technology sectors.

Emma Salthouse

Chief Financial Officer

Consolidated Statement of Profit and Loss and Other Comprehensive Income

for the year ended 31 March 2025

Consolidated Statement of Financial Position

as at 31 March 2025

Consolidated Statement of Cash Flows

for the year ended 31 March 2025

Consolidated Statement of Changes in Equity

for the year ended 31 March 2025

Notes Forming Part of the Financial Statements

for the year ended 31 March 2025

1. General information

ActiveOps plc (the 'Company') is a public company limited by shares incorporated in England and Wales and domiciled in the United Kingdom. The registered office and principal place of business is One Valpy, 20 Valpy Street, Reading, Berkshire, RG1 1AR. On the 17 March 2021 the company became a public limited company, having formerly been known as ActiveOps Limited.

The Company, together with its subsidiary undertakings (the 'Group') is principally engaged in the provision of hosted operations management Software as a Service ('SaaS') solutions to industry leading companies around the world.

Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). These Financial Statements are presented in Pounds Sterling, which is the Company's functional and the Group's presentation currency. Monetary amounts are rounded to the nearest thousand.

2. Accounting policies

a) Basis of preparation

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

The financial statements of the Group have been prepared on a going concern basis under the historical cost convention, except where otherwise stated within the accounting policies, and in accordance with UK-adopted International Financial Reporting Standards (IFRS), and with the requirements of the Companies Act 2006 as applicable to Companies reporting under those standards. The financial statements are presented in pound sterling.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

b) Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to operate and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements.

The Directors have prepared detailed financial forecasts and cash flows looking three years from the date of these consolidated financial statements. In developing these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. During this assessment the Directors have also considered the impact of the recent acquisition of Enlighten Group Pty Ltd, with downside scenarios been prepared to ensure the Group can continue to operate in a worse-case scenario.

On the basis of the above projections, the Directors are confident that the Group has sufficient working capital and available funds to honour all of its obligations to creditors as and when they fall due. In reaching this conclusion, the Directors have considered the current strong levels of cash and cash equivalents, lack of external funding arrangements and its forecasted cash headroom. The Directors have considered the resources available to the Group and the potential impact of changes in forecast growth, severe but plausible downside scenarios and other assumptions, including the potential to avoid or defer certain costs and to reduce discretionary spend as mitigating actions in the event of such changes. Accordingly, the Directors continue to adopt the going concern basis in preparing these consolidated financial statements.

c) New accounting standards, amendments and interpretations issued but not yet effective

The following new accounting standards were issued or amended during the year:

- IFRS 18 Presentation and Disclosure of Financial Statements. IFRS 18 is not yet mandatory and has not been adopted by the Group for the year ended 31 March 2025. The Directors are assessing the impact of this standard for the year ended 31 March 2028.

- IAS 1 non-current liabilities with covenants. The standard clarifies that the classification of liabilities as current or non current should be based on rights which exist at the end of the reporting period. This is not expected to impact the results of the Group.

d) Basis of consolidation

Subsidiaries are entities controlled by the Group. The Group controls a group when it is exposed to, or has rights to, variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. In assessing control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated.

e) Revenue

The Group's revenues consist primarily of SaaS solutions and Training and Implementation revenues ('T&I').

SaaS solutions are sold as both a cloud IT environment or as an on-premise solution which can be hosted within a customer's server. Alongside the software, the Group provides ongoing management services contracts which involves ongoing support of the software. This support is typically achieved by accessing the software to ensure it is operating efficiently and to make changes as requested by the customer. The licence and associated management services contract are considered to be a single performance obligation because although the customer obtains possession of the software, they are unable to benefit from the software solution without the associated management services. The associated management services cannot be provided by a third party and can only be provided by ActiveOps. The performance obligation is recognised over time which is considered to be the manner that best depicts the satisfaction of the performance obligation.

SaaS solutions, both hosted and on-premise, are recognised on a straight-line basis over the length of the contract during which the customer has daily access to these services. This method reflects the continuous transfer of access to, and consumption if, the software's benefits by the customer evenly throughout the contract term.

T&I relates to implementation of the SaaS solution and training in the Group's methodology on how to use the solution to the best effect. This is typically delivered at the start of a new customer relationship, or when a customer expands the use of the Group's software into other parts of their business. Ad-hoc training is also provided to existing customers. T&I is considered a single performance obligation.

T&I services are recognised over time based upon the delivery of the service, comparing the actual effort expended (typically measured by labour hours or costs incurred) to the total estimated effort required.

Variable and contingent consideration exists in certain contracts with customers which could be in relation to SaaS or T&I. The Group estimates variable and contingent consideration using either the expected value method or the most likely outcome method, depending on which method is expected to better predict the amount of consideration to which the Group will be entitled. Variable and contingent consideration is included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable and contingent consideration is subsequently resolved. At present, the application of judgement to variable and contingent consideration is not significant to the financial statements, as the amounts involved are relatively small, and historically, the outcomes of variable and contingent consideration have consistently resulted in no significant revenue reversals, supporting the judgement that the highly probable threshold for recognition is met.

Where a contract covers multiple performance obligations, such as where SaaS licenses are sold and implemented as separate performance obligations, the transaction price is allocated to each distinct performance obligation based on its standalone selling price. The Group determines the standalone selling prices using a combination of observable evidence and estimation techniques, to ensure faithful depiction of the price the Group would charge if sold separately.

For SaaS solutions, the standalone selling price is often directly observable through renewal contracts where these services are sold independently. For T&I services the standalone selling price is calculated based on at daily rates that are comparable to third party training providers who run management courses or similar for organisations that are comparable to the broad customer base of the Group.  Where there is no directly observable standalone selling price, the Group estimates these based on various factors, including the Group's historical pricing practices for similar arrangement, market conditions, and the expected cost of delivering these services. This approach aims to allocate the transaction price to these performance obligations in a manner consistent with what the Group would charge for them if sold separately, and ensure that the initial allocation does not misrepresent the ongoing annual recurring revenue derived from the SaaS component.

Both SaaS and T&I performance obligations are provided under fixed-price contracts. SaaS contracts are priced for a period of time for up to a contractual number of users, but can also be achieved via a price per user. SaaS contracts are typically for a period of one year. Where the number of users is determined in arrears, a best estimate of the expected revenue is accrued each month based upon recent usage.

The Group's standard credit terms offered to customers require payment within a short period, typically one year or less, from the transfer of goods or services. Therefore, the Group's credit terms do not give rise to a significant financing component in its contracts with customers. Warranty fixes are provided as required within the agreed services of the SaaS solutions performance obligations. These are assurance-type warranties (i.e. a product guarantee) and so are not separate performance obligations.

 The Group applies the practical expedient available under IFRS 15 by expensing the incremental costs of obtaining a contract with a customer as incurred. This is because the amortisation period of the asset that would otherwise have been recognised is one year or less, which aligns with the typical contract term for which these costs are incurred. These costs primarily relate to sales commissions directly attributable to securing new customer contracts

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. Contract assets and liabilities are recognised within 'accrued income' and 'deferred income' respectively.

f) Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group's presentational currency, sterling, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions.

Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and accumulated in the translation reserve.

When a foreign operation is disposed of, such that control, joint control or significant influence (as the case may be) is lost, the entire accumulated amount in the translation reserve, net of amounts previously attributed to non-controlling interests, is recycled to the Statement of Comprehensive Income as part of the gain or loss on disposal.

g) Classification of instruments issued by the Group

Instruments issued by the Group are treated as equity (i.e., forming part of shareholders' funds) only to the extent that they meet the following two conditions:

•   They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and

•   Where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the items are classified as a financial liability.

Interest payments are dealt with as part of finance expenses.

Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy.

h) Financial instruments

Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

A. Financial assets

Classification and initial measurement of financial assets:

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

•   Amortised cost

•   Fair value through profit or loss ('FVTPL')

•   Fair value through other comprehensive income ('FVOCI')

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement of financial assets

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

•   They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

•   The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents and cash investments, trade and most other receivables fall into this category of financial instruments.

Impairment of financial assets

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

'12-month expected credit losses' are recognised for the first category while 'lifetime expected credit losses' are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Trade and other receivables (including accrued income)

The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial

instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.

The Group does not have a history of material credit losses on its trade receivables and no change to this is expected when considering forward looking information.

B. Financial liabilities

Classification and measurement of financial liabilities:

The Group's financial liabilities include trade payables and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

i) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Depreciation is charged to administrative expenses in the Statement of Comprehensive Income. The principal annual rates used for this purpose are:

•   Leasehold improvements - straight line over 3 years

•   Plant and machinery - straight line over 3 years

•   Furniture, fittings and equipment - straight line over 5 years

•   Right of use assets - straight line over the shorter of useful life of the right of use asset or the lease term

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.

j) Leases

The Group has applied IFRS 16 throughout the financial statements. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a Right of Use (ROU) asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. The ROU asset is subsequently depreciated using the straight-line method from the commencement date to the shorter of the end of the useful life of the ROU asset or the end of the lease term. In addition, the ROU asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liabilities. Depreciation is charged to administrative expenses in the Statement of Comprehensive Income.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The Group uses its incremental borrowing rate as the discount rate.

Interest is recognised on the lease liability at an even rate on the carrying amount of the lease liability. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset or is recorded in profit or loss if the carrying value of the ROU asset has been reduced to zero.

The Group presents ROU assets and lease liabilities separately from property, plant and equipment.

Short term leases and low value assets

The Group has elected not to recognise ROU assets and lease liabilities for short-term leases of machinery and office spaces that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. There are several property leases in the Group on a one-month rolling contract. These are treated as short-life assets and are recognised on a straight-line basis.

k) Intangible assets and goodwill

Goodwill

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units ('CGU') for the purposes of impairment testing, and is not amortised but is tested annually for impairment.

Development costs

Costs relating to the development of intangible assets are capitalised when the following criteria are met:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale

• its intention to complete the intangible asset and use or sell it

• its ability to use or sell the intangible asset

• how the intangible asset will generate probable future economic benefits

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset

• its ability to measure reliably the expenditure attributable to the intangible asset during its development

Internally-generated development intangible assets are amortised in the statement of comprehensive income on a straight-line basis over their estimated useful lives of 5 years.

If the above conditions are not met, development and research expenditures are expensed in the period in which they are incurred.

Other intangible assets

Expenditure on internally generated goodwill and brands is recognised in the Statement of Comprehensive Income as an expense as incurred.

Other intangible assets that are acquired by the group are stated at cost less accumulated amortisation and accumulated impairment losses.

Internally generated intangible assets are recognised where it is probable that there will be future economic benefits from the asset, the cost can be reliably measured, the completion of the intangible asset so that it will be available for sale is technically feasible, and there is intention and ability to complete and sell the intangible asset.

Amortisation is charged to the administrative expenses in the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance sheet date. The Group has no assets with indefinite lives, other than Goodwill, throughout the reporting periods.

Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

•   Customer relationships - 10 years straight line

•   Software acquired as a result of business combinations included within purchased software - 10 years straight line

•   Purchased software - 3 years straight line

•   Intellectual property rights acquired on acquisition - 3 years straight line

The estimated useful lives are derived from management's judgement of the expected life of the asset. Useful lives are reconsidered at least every financial year-end, or sooner if circumstances relating to the asset change or if there is an indication that the initial estimate requires revision.

l) Impairment

Non-financial assets

The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets.

An impairment loss is recognised if the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or the conditions that gave rise to the impairment no longer exist. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

m) Employee benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Statement of Comprehensive Income in the periods during which services are rendered by employees.

Short term employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are rendered.

Termination benefits

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

n) Share-based payments

Employees of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments, known as equity settled transactions.

The Group records compensation expense for all share-based compensation awards based on the grant date fair value, as adjusted for estimated forfeitures over the requisite service period of the award. The fair value determined on the grant date is expensed on a straight-line basis over the term of the grant. A corresponding adjustment is made to equity.

Modifications and cancellations

When the terms and conditions of equity settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms is determined. Any excess of the modified fair value is recognised over the remaining vesting period in addition to the original grant date fair value. The share-based payment is not adjusted if the modified fair value is less than the original grant date fair value.

Cancellations or settlements, including those resulting from employee redundancies, are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Valuation and amortisation method

The Company estimates the fair value of stock options granted using the Black-Scholes option pricing formula for CSOP awards and a Monte Carlo simulation for PSP awards.

Provision is made for National Insurance Contributions (NICs) on outstanding share options that are expected to be settled based upon the latest enacted NIC rates.

o) Cash investments

Cash investments include cash held on short term deposit for six months and are held at amortised cost.

p) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and deposits which mature within three months or less from inception.

q) Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, which can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by the expected future cash flows specific to the liability.

r) Net financing costs

Financing expenses comprise interest payable, finance charges on finance leases recognised in the Statement of Comprehensive Income using the effective interest method. Financing income comprise bank interest receivable.

Interest income and interest payable is recognised in the Statement of Comprehensive Income as it accrues, using the effective interest method.

s) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ('CODM'). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of ActiveOps plc.

The Group will provide information to the CODM on the basis of products and services, being SaaS and T&I services. The CODM receives information for these two segments down to gross margin level.

t) Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

u) Reserves

Share capital

Share capital represents the nominal value of shares that have been issued.

Share premium account

Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Merger relief

Merger relief represents the excess of the Company's investment over the nominal value of ActiveOps Pty Ltd.'s shares acquired and the share price at acquisition.

Share option reserve

The share option reserve is used to recognise the grant date fair value of options issued to employees but not exercised.

Foreign exchange reserve

The foreign exchange reserve includes all cumulative translation differences on conversion of the Group's foreign operations from their functional currencies to its presentation currency of sterling.

Retained earnings

Retained earnings includes all current and prior period retained profits and losses.

v) Investment in Associates

Where the Group has made an investment in a business for between 20% and 50% of share capital the interest in the business will be treated as an associate and will be accounted for using the equity method. The investment is initially recognised at cost and subsequently adjusted for the Group's share of the post acquisition profit or loss and other comprehensive income of the associate. Investments in associates are presented as non-current assets in the statement of financial position.

3. Key accounting estimates and judgements

The preparation of the financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement and use assumptions in applying the Group's accounting policies. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. Management believe that the estimates utilised in preparing the financial statements are reasonable and prudent.

The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are discussed below.

Key judgements

Capitalisation of development costs

The Group invests on a continual basis in the development of software for sale to third parties. There is a continual process of enhancements to and expansion of the software with judgement required in assessing whether the development costs meet the criteria for capitalisation.

In making this judgement, the Group evaluates, amongst other factors, whether there are future economic benefits beyond the current period and management's ability to measure reliably the expenditure attributable to the project. Judgement is therefore required in determining the practice for capitalising development costs.

During the year the Group has capitalised development costs of £1.0m (2024: £1.3m) associated with the delivery of new features across the product set that are expected to further enhance the proposition for the customer and drive future economic benefit. The amount capitalised has been calculated based on the time spent by individual developers on these new features. The costs are amortised using the straight-line method from the launch of the product over the expected life cycle of the enhancements which is expected to be five years. The group has not capitalised costs of £2.6m (2024: £2.2m) associated with maintenance work, projects with no future economic benefit, and internal time including meetings and annual leave.

Revenue

The Group's contracts with customers can include multiple distinct performance obligations, primarily comprising SaaS licenses and associated T&I services. In accordance with IFRS 15, the total transaction price for these contracts is allocated to each distinct performance obligation based on its standalone selling price (SSP).

Determining the SSP for the SaaS licence component involves management judgement. Customer contracts typically include T&I services, with SaaS sales linked to the implementation of incremental licenses both within existing and new customers. SSP determination is crucial for the appropriate timing and allocation of revenue and discounts given between the SaaS and T&I services.

Management determines the SSP using the following approach:

·      International Price Lists and Policies: The Group has an established international price list for commercial negotiations, applying a defined governance framework for regional pricing and volume discounts, ensuring a consistent and controlled pricing approach across geographies.

·      Observable Prices: The SSP for SaaS products can be difficult to determine due to variable pricing components such as volume discounts, tiered pricing for the number of users, and the complexity of support for licences. Consequently, estimation techniques are used in accordance with IFRS 15.

·      Estimated Prices: For T&I services, where directly observable SSPs are not consistently available, the Group primarily determines the SSP by applying a cost-plus-margin approach in adherence with the internal price list, considering various factors including historical pricing practices and market conditions.

Management regularly reviews these SSPs to ensure their ongoing appropriateness.

Accounting estimates

Share based payment charge

The Group issues share based incentives to certain employees. An element of judgement is involved in the calculation of the charge. Directors estimate the percentage of options that are expected to vest considering the likelihood of achieving performance targets and employee churn rates.

Impairment of goodwill and other intangible assets

The Group reviews the carrying value of its intangible assets and goodwill annually to determine whether there is any indication of impairment. If any such indication exists a review of the recoverable amount of the asset is performed. During the year no impairment charge was recognised as a result of these reviews.

4. Revenue

The Group's revenue is primarily derived from the transfer of goods and services over time.

A disaggregated geographical split of revenue by operating segment is shown below between EMEIA (Europe, the Middle East, India and Africa), North America and Asia Pacific. EMEIA are aggregated together as they operate and are managed as one business. Revenue is attributed to geographical areas based on the location of the Group's contract legal entity which formally enters into the agreement with the external customer.

SaaS contracts delivered over time are mostly invoiced in advance and incomplete performance obligations at the year-end are recorded in deferred income in the statement of financial position. T&I revenues are invoiced once the T&I is completed or earlier if contractually allowed with contract assets or contract liabilities recognised in accordance with performance obligations satisfied. The Group has recognised the following assets and liabilities related to contracts with customers.

Due to the nature of the customer contracts, being annual service-related fees that are performed over time, there is always an element of the contractual performance obligation that has not been delivered at the year end. As performance obligations delivered over time are invoiced in advance the aggregate amount of the transaction price allocated to the performance obligations unsatisfied, or partially unsatisfied, at the end of each reporting period equates to the contract liability.

For performance obligations satisfied over time that extend beyond the amounts recognised as contract liabilities, the transaction price related to future unbilled periods is not presented as a contract asset or liability. The Group's contracts for SaaS solutions typically range from one to three years, with most T&I services completing in the first year. Revenue from SaaS solutions is recognised on a straight-line basis over the contract term. Consequently, for longer-term contracts, the unbilled transaction price for future years is expected to be recognised as revenue over the remaining contractual term.

The following is an estimate of aggregated amounts of transaction prices relating to the performance obligations for existing contracts that are unsatisfied or partially unsatisfied as at 31 March 2025:

The following table shows revenue recognised in the current reporting period relating to brought forward contract liabilities.

Contract assets have decreased due to timing of customer billing. Contract liabilities have increased due to growth in SaaS revenues invoiced in advance.

During the year ended 31 March 2025 approximately £3,763k (2024: £5,675k) of the Group's external revenue was derived from sales to one (2024: two) specific customers with revenues of 10% or more of the total through SaaS and T&I operating segments.

5. Segmental analysis

The Group has three reporting segments, being EMEIA, North America and APAC. The Group focuses its internal management reporting predominantly on revenue and cost of sales. No non-GAAP reporting measures are monitored. Total assets and liabilities are not provided to the CODM in the Group's internal management reporting by segment and therefore a split has not been presented below. Information about geographical revenue by segment is disclosed in note 4.

The Group's revenues from external customers are disaggregated by geographical location as follows:

6. Taxation

At 31 March 2025 the Company and its Group had tax losses of approximately £17.9m (2024: £18.1m) to carry forward to offset against future taxable profits.

7. Intangible assets

All amortisation charges are included within depreciation and amortisation in the Statement of Comprehensive Income.

There are two assets included in capitalised development costs which are material to the financial statements.

The aggregate research and development expenditure recognised as an expense during the period is £4.2m (2024: £4.3m).

The Group tests internally generated intangible assets for impairment on an annual basis. There was no indication of impairment of any internally generated intangible assets during the year.

Customer relationships consists of two individual assets: the acquired relationships from the purchase of Open Connect on the 1 August 2019, which has a netbook value of £880k (2024: £1.1m) and is being amortised until 31 July 2029; and the acquired relationships from the purchase of ActiveOps Pty Ltd and Active Operations Management Australia on the 1 April 2017, which has a netbook value of £835k (2024: £1.3m) and is being amortised until 31 March 2027.

The total carrying amounts of goodwill have been allocated to the below cash generating units:

The APAC goodwill relates to the purchase of ActiveOps Pty Limited and Active Operations Management Australia Pty Ltd on 1 April 2017.

The North America goodwill relates to the purchase of OpenConnect on the 1 August 2019. The residual amount relates to the amount retained in ActiveOps USA Inc. on disposal of OpenConnect on 19 October 2020.

The Group tests whether goodwill has suffered any impairment on an annual basis, or more frequently where evidence of impairment indicators exist, by comparing the value of the assets relating to each CGU with their value in use. Value in use is estimated based on expected future five-year cashflows, assuming a retention decrease of 10% each year (2024: 10%), discounted to present value using a discount rate that reflects current market assumptions of the time value of money. An impairment charge arises where the carrying value exceeds the value in use.

The inputs into the expected cashflows are based on the most recent forecasts approved and reviewed by the Directors for the next three years based on expected growth within those CGU's over that period.

The key inputs and assumptions into the cashflow forecast are:

•    Revenue growth, based upon management's expected growth in the Group's products. These are determined by understanding the needs of current customers and expected number of license sales pipeline to determine expected future sales volumes. These sales volumes are coupled with the current pricing to determine the forecast revenues. Considerations are also made for customer churn which is based upon current churn rates. T&I revenues are derived from forecast additional SaaS sales using historical customer behaviours as a basis

•    Cost of sales and any other direct costs based upon expected revenues

•    Expected movements in the overhead costs of the business given the need to indirectly service growth in revenue

•    Future capital expenditure and other changes to working capital as required to facilitate the forecast revenue growth

In determining the potential for impairment of the cash generating units, management considered 5 years of recoverability of each asset and assumed a customer attrition rate of 10%. The Group has discounted the cashflows at 12.0% for the Australian CGU and 12.0% for the United States of America CGU. Sensitivity testing has been performed on the impact of the discount rate changing by 5%, and there is still no indication of impairment. Therefore there is substantial headroom in the value in use calculations and management have therefore not identified any reasonably possible changes in any key assumption that would lead to the need for impairment of either CGU.

8. Property, plant and equipment

All depreciation and impairment charges are included within depreciation and amortisation in the Statement of Comprehensive Income.

9. Right of use assets

The right of use asset relates to the property leases for operating premises across the group.

Amounts recognised in the Statement of Financial Position

Amounts recognised in the Statement of Profit or Loss

Amounts recognised in the Statement of Cashflows

ActiveOps plc is required to restore its leased premises to their original condition at the end of the respective lease terms (expiring March 2027). A provision of £50k has been recognised for the estimated expenditure required to remove any leasehold improvements.

Lease payments include variable payments for service charges which have been deducted from the lease liability during the year.

10. Trade and other receivables

The Directors consider the carrying value of trade and other receivables to be approximately equal to their fair value due to their short term nature.

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method. Details about the group's impairment policies and the calculation of the loss allowance are provided in note 2.

11. Events after the reporting period

On 27 June 2025, the Group completed the acquisition of the entire issued share capital of Enlighten Group Pty Ltd ("Enlighten"), a competitor business. Enlighten is a privately owned software & professional services company in workforce optimisation, predominantly serving the North America and Asia Pacific markets. The Group has agreed to pay a total maximum consideration of up to USD $21.5m (approximately £15.9m), payable in cash from the Groups existing cash resources and the operating cash flow generated over the period up to 30 June 2027. 

The total consideration consists of an initial consideration of $8.5m (approximately £6.3m) and a contingent deferred consideration of up to $13m (approximately £9.6m), payable in cash dependent on the financial performance of Enlighten in relation to a mix of SaaS revenues delivered and contract renewals achieved, consistent with the current run rate of the business. The maximum contingent deferred consideration payable is up to $8m (approximately £5.9m) for the year ended 30 June 2026, and up to $5m (approximately £3.7m) for the year ended 30 June 2027.

As the acquisition occurred after the reporting date of 31 March 2025, it is considered a non-adjusting event. The initial accounting for the acquisition is in progress and the Group is in the process of determining the fair value of assets and liabilities. The financial effect of the acquisition has not been recognised in the 2025 financial statements.