Final Results - Replacement - Skillcast Group PLC | RNS

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Final Results - Replacement - Skillcast Group PLC | RNS | Ticker

RNS Number : 4331C

Skillcast Group PLC

29 April 2026

The following amendments have been made to the 'Final Results' announcement released on 29 April 2026 at 7.00 a.m. under RNS No 2884C.

"The final dividend will be paid on 24 July 2026 to shareholders on the register on 4 July 2026."

Has been updated to:

"The final dividend will be paid on 24 July 2026 to shareholders on the register on 3 July 2026."

All other details remain unchanged.

The full amended text is shown below.

The information contained within this announcement is deemed by the Company to constitute inside information pursuant to Article 7 of EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended.

29 April 2026

Skillcast Group PLC

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

Results for the twelve months ended 31 December 2025.

Strong SaaS execution delivers step‑change in profitability, cash generation and dividend growth

Skillcast (AIM: SKL), the Governance, Risk and Compliance ("GRC") software and e-learning provider, is pleased to announce its audited results for the twelve months ended 31 December 2025.

Highlights

			2025	2024	% YOY
Financial
	ARR* at 31 December	£m	13.8	11.6	19%
	ARR YoY Growth %	%	19%	25%	-6%
	Total Revenue	£m	15.3	13.2	16%
	Subscription revenue	£m	13.3	11.0	21%
	Recurring revenue mix	%	87%	83%	4%
	Total Gross Margin	%	75.7%	73.6%	2%
	EBITDA	£m	1.5	0.5	202%
	Rule of 40***	%	29%	29%	0%
	Basic EPS	p	1.450	0.572	154%
	Total dividend per share	p	0.620	0.517	20%
	Cash in bank	£m	12.7	9.1	39%
	Free cash flow**	£m	3.7	2.0	87%

Non-Financial
	Average ARR per client (excl Core)	£	11,133	10,206	9%
	ARR from Core/Enhanced/Premium at 31 December	£m	1.9	0.8	125%
	% Total ARR from Core/Enhanced/Premium	%	14%	7%	90%
	Net revenue retention (NRR) %	%	101%	101%	0%
	Churn	%	7.4%	11.4%	-4%
	Headcount at 31 December		125	120	4%

*Annualised Recurring Revenue (ARR) is calculated by annualising revenue recognised in a given month from all client subscriptions on annual contracts.

** Free cash flow is calculated as net cash flows from operations less capital expenditure and lease costs.

*** The Rule of 40 is defined as the addition of the EBITDA percentage margin in the year and the ARR percentage growth on the previous year.

Financial Highlights

· ARR* increased to 19% to £13.8 million (December 2024: £11.6 million) driven primarily by new client wins acquisitions and continued demand for subscription-based compliance solutions.

· Total revenues increased to 16% £15.3 million (2024: £13.2 million).

o Revenue increase was again driven by strong growth in recurring subscription revenues, up 21% at £13.3 million (2023: £11.0 million).

o Recurring subscriptions contributed to 87% of total revenues (2024: 83%).

o Professional services revenues declined 9% to £2.0 million (2024: £2.3 million) as the Group continued to prioritise scalable, high-margin subscription revenues.

· Gross margin increased by 2.1ppts to 75.7% (2024: 73.6%).

· EBITDA increased 202% to £1.5 million (2024: £0.5 million) through operational gearing.

o Overhead increased £0.9m/9% to £10.4m on the prior year (2024: £9.5 million).

o Research and development fully expensed.

· Strong cash generation increased net cash to £12.7 million at 31 December 2025 (31 December 2024: £9.1 million), equating to c. 14 pence per ordinary share in the Company.

o Up-front payments on increased subscription revenues.

o Faster cash conversion following the introduction of auto-renewal terms in 2024.

o Free cash flow** of £3.7 million (2024: £2.0 million).

· Basic EPS 1.450 pence per share (2024: 0.572 pence).

· Total dividend up 20% to 0.620 pence per share (2024: 0.517 pence).

o Final dividend proposed: 0.418 pence (2024: 0.349 pence).

o Interim dividend paid: 0.202 pence (2024: 0.168 pence).

Operational highlights

· Total client numbers (excluding Core Compliance) grew 8% to 1,221 (2024: 1,133).

· Average ARR per client increased 9% to £11,133, 2024: (£10,206).

· Net retention of 101% in line with last year (2024: 101%)

o Lower price rises of 3% in 2025 (2024: 7%).

o Churn returning to normal levels of 7% (2024: 11%)

o Supported by product upsells

· Non-standard plans ARR increased 125% in the year to represent 14% of total ARR (2024: 7%).

· AI adoption accelerated across products and operations.

o Digital assistant (Aida) launched across courses and software tools.

o Internal use extended from developers to all functions.

· Strengthened commercial tech stack to increase automation and improve client experience.

· New EU library developed for 2026 launch.

· New website and rebrand in March 2025, Advisory Board launched.

· Maintained excellent customer service records (Feefo Platinum Service Award 4.9/5.0, CSAT >93%).

· SOC Type 2 and Cyber Essentials Plus reaccredited.

· Headcount increased by 4% to 125 at 31 December 2025 (2024: 120).

Current trading and outlook

ARR has continued to grow strongly in 2026, supported by new customer wins, resilient net retention and disciplined pricing. Growth rates have moderated to around 15% due to slower decision-making as a result of the global uncertainty, particularly among larger clients. We continue to attract many new logos and grow our pipeline. Net retention has remained above 100%, with slightly lower-than-expected churn and downsell offset by similarly lower upsells.

Our professional services business is typically lumpy and has poor visibility, but has had a strong start to the year.

The Group remains confident of meeting EBITDA expectations through productivity improvements and continued operational leverage.

Vivek Dodd, Chief Executive Officer of Skillcast, said:

"We delivered a strong performance in 2025, marked by continued ARR growth, a step-change in profitability and improved cash generation. Clients continue to recognise the value of our Enhanced and Premium plans, reflected in strong upsell performance and sustained net retention above 100%.

AI is becoming a key part of our product strategy and operations. After successfully launching Aida, our AI-powered compliance assistant, to higher-tier plans last year, we are now offering it to Standard Plan clients. In addition, clients will soon be able to use Aida to customise our trusted, readymade courses with their business profiles and policy documents. These developments strengthen our confidence in growing ARR, improving margins, and delivering strong shareholder returns."

*Further details on the calculation of adjusted EBITDA. ARR and free cash flow are set out in the Financial Review below

Enquiries:

Skillcast Group plc	+44 (0)20 7929 5000
Richard Amos, Chairman Vivek Dodd, Chief Executive Officer
Richard Steele, Chief Financial Officer


Cavendish (Nominated Adviser & Broker)	+44 (0)20 7220 0500
Jonny Franklin-Adams / Isaac Hooper (Corporate Finance)
Sunila de Silva (Corporate broking)

Chairman's Statement

Dear Shareholders

Introduction

I am pleased to introduce Skillcast's Annual Report for the year ended 31 December 2025. This has been another successful year for the Group with continued growth in subscription revenues and demonstration of the strong operational gearing of our business model, with profitability returning towards levels achieved historically following the period of investment post our IPO.

Results and Dividend

The year has seen another encouraging set of results, with subscription revenues increasing more than 20%. Importantly, EBITDA margins increased to 10% as a high proportion of the new revenue dropped through to profit due to the high gross margin associated with the SaaS business model. Margins do still remain below the level historically achieved by the business before it embarked on its investment phase, and hence there remains the opportunity for further progress in this area going forward.

The business retains a strong balance sheet with net cash at 31 December 2025 of £12.7m (2024: £9.1m). The Board's previously stated policy is to increase dividends broadly in line with increases in subscription revenues, and therefore, at the AGM on 23 June 2026, the Board will propose a final dividend to be paid in July of 0.418p, up 20% on the 0.349p paid as the final dividend for 2024. Taken in conjunction with the interim dividend paid in October 2025, this will result in a full-year dividend per share of 0.620p (2024: 0.517p), an increase of 20%.

Strategy

Skillcast's overall strategy remains unchanged and is set out in detail within this report, where we also explain how we expect AI to impact us and the challenges and opportunities it presents. In summary, our strategy is to focus on growing the recurring subscription revenue streams associated with our core SaaS business that provides small and medium-sized businesses with the digital training and technology to manage efficiently and effectively their workforce compliance challenges.

Historically, the business has been built entirely on organic growth, and this remains our principal focus. With a strong customer service culture that targets high net retention of the subscription base and a maturing sales and marketing organisation to drive new sales acquisition we continue to target long term subscription revenue growth of 20% and target margins of the same level to achieve the "Rule of 40" (as explained in further detail in the CEO Report) by which world-class SaaS businesses are measured.

However, our increasing cash reserves have naturally encouraged us to look at accelerating this organic growth with targeted bolt-on acquisitions that can both increase our scale and augment our strategy. We seek content-based bolt-on acquisitions, where we can leverage our existing technology stack for cross-selling opportunities. Progress in this regard over the last twelve months has been limited, not least because of the challenges that we have faced in matching private company valuation expectations to what we receive as a public company. We intend to accelerate efforts in this regard in 2026, while retaining our primary focus on organic growth and only acting when confident that the returns we can expect for deploying our capital will be attractive to shareholders.

AGM and Shareholder Engagement

We have enjoyed meeting with investors over the last twelve months at both formal meetings and investor conferences and events. Topics covered in meetings with shareholders have included strategic priorities, plans for utilising the strength of our balance sheet, including dividend policy, and the challenges and opportunities that AI brings. We welcome opportunities to speak with existing and prospective investors and look forward to welcoming shareholders to our AGM on 23 June.

People and Organisation

The results that have been achieved over the last twelve months have been delivered against a challenging commercial backdrop with instability in the political and economic climate. That has made the task of executing the strategy that much harder. It is to the undoubted credit of the whole Skillcast team that they have successfully navigated these challenges and delivered as presented in this Report. I am grateful to everyone in the organisation for the positive, collaborative and pragmatic ways in which they have approached their task and on behalf of the Board, thank them for their achievements.

Current trading and outlook

Our professional services business is typically lumpy and has poor visibility, but has had a strong start to the year.

The Group remains confident of meeting EBITDA expectations through productivity improvements and continued operational leverage.

Richard Amos

Non-Executive Chairman

28 April 2026

CEO's Review

Results

I am pleased to report another year of strong, organic growth for Skillcast in 2025. In addition to sustaining above-20% subscription revenue growth for the fourth consecutive year, our EBITDA surged by 202% to £1.5 million, our profit margin rose to 10% margin, and we generated £3.7 million of free cash. The ARR at the end of the year was £13.8 million, +19% up on the previous year. Total revenue grew 16% and overheads by 9%, generating £1.5m of EBITDA, a £1.1 million improvement over 2024.

Subscriptions to our technology and content are the key drivers in our growth strategy. These subscriptions constitute a book of high-quality annual recurring revenue (ARR) contracts, which grew organically by 21% to £13.3 million in December 2025 (2024: 25% to £11.6 million in December 2024).

In 2025, 87% (2024: 83%) of our revenues came from such subscriptions, with the rest from professional services, which include bespoke content development and customisation of OTS courses and were lower at £2.0 million (2024: £2.3 million) as demand for large bespoke work continued to fall. While not core to our growth strategy, we remain committed to helping our clients with professional services that make compliance more relevant and engaging for their staff.

We typically serve our clients with annual subscription contracts, invoiced upfront and standard 30-day payment terms. This gives us healthy cash flows from operations and strong revenue visibility over the next 12 months. Our EBITDA margin should continue to grow further in the coming periods due to continued operational gearing.

Strategic progress in 2025

Our focus in 2025 remained on growing the subscription business and ensuring we delivered the productivity gains from our prior-year investments to expand our EBITDA margin and achieve our medium-term ambition of reaching the Rule of 40. We believe Skillcast has a tremendous growth opportunity to help companies simplify staff compliance by digitising, automating, and streamlining processes to reduce costs, improve the employee experience, and reduce the risk of breaches amid ever-growing regulations. Progress on our six strategic pillars included:

1) Continue to organically grow New ARR

We continued to grow subscriptions, adding £1.9m in ARR from 232 new clients, excluding the retail Core Compliance plan. This included several major logos that diversified our customer base, such as a large multinational manufacturer adopting our compliance tools and a leading public-sector regulator subscribing to our compliance content.

2) Maintain net retention over 100%

The foundations of our subscription business are built on client retention, and we're proud to have achieved a net retention rate of over 101% for the year. Client churn returned to a more normal level for our business at 7% (2024: 11%), partly offset by product upsells and a 3% price rise (2024: 7%), in line with prevailing inflation.

3) Innovate product and strengthen differentiation

We have also continued to innovate our product to offer more process automation and employee engagement. While the ARR from our Standard Plan subscriptions (e-learning only) grew by 10%, the ARR from other plans, featuring recent innovations, grew 125% year on year, doubling their share of total ARR to 14%. The ARR from our Premium Plan, which helps digitise and automate the widest range of compliance processes, grew 69% in 2025, accounting for 9% of total ARR by December 2025 (December 2024: 6%). In Q1 2025, we launched the Enhanced Plan, with engaging e-learning elements such as FastTrack, and it accounted for 3% of total ARR by December 2025 (December 2024: nil). Both the Enhanced and Premium Plans help embed Skillcast more deeply in our client organisations and aid retention. CoreCompliance, our retail, self-serve compliance offering for small businesses, increased sales by 169% in 2025 to account for 1.5% of total ARR by December 2025 (December 2024: 0.6%)

As AI adoption in compliance accelerates, we are confident that Skillcast is well-positioned to help our clients with both advisory and agentic AI tools. Our clients rely on us to provide updated, verified, and engaging content, automate sometimes complex workflows, and provide accurate reporting. We've built these capabilities and trust over many years, and we're enhancing them with AI tools to deliver superior compliance capabilities to our clients. In H2 2025, we also rolled out our AI assistant Aida to all participating Enhanced and Premium Plan clients and are extending it to all other clients in 2026. We are shortly due to release an agent that enables our clients to adapt our high-quality content to their business risks and policies almost instantly.

In Q4 2025, we released our EU Compliance library for our EU clients and our UK clients with a substantial presence in the EU. We expect this library to improve client retention and drive new client acquisition in the EU, particularly in Germany, France and Benelux.

4) Maintain a Professional Services presence

We continue to maintain our professional services capability, which enables us to maintain major logos and help our clients make compliance more relevant and engaging for their staff. However, we've been pragmatic and managed capacity as the demand for large bespoke projects continued to fall. Consequently, we improved gross margins for this business line by 9% to 62% (2024: 53%) from headcount reductions made in 2024 and enhanced productivity.

5) Deliver operational gearing benefits to further strengthen EBITDA margin

Our Gross Profit Margin increased by 2% to 78% (2024: 76%) due to economies of scale, and our EBITDA margin improved by 6% points to 10% (2024: 4%), despite our policy of expensing all R&D, including that on AI development, due to our SaaS operational gearing and operational efficiency drive. Free cash flow increased to £3.7m (2024: £2.0m), assisted by a faster order-to-cash cycle following the introduction of standard auto-renewal terms in 2024 and stronger debtor management.

6) Maintain a strong balance sheet and optionality (including M&A)

We maintained a strong balance sheet in 2025 and continue to do so, with a large cash position that provides the Group with a high degree of stability and flexibility in decision-making. We engaged a deal origination firm to identify acquisition opportunities in the staff compliance market. However, we did not find suitable and willing targets during the year. We remain convinced about the value of scaling up with acquisitions that enable us to leverage our technology platform and AI developments.

Operational progress/highlights:

Our drive to increase productivity through process improvement and automation continued in 2025, which is reflected in an average headcount increase of just 3% compared to a 16% increase in revenues. We strengthened our sales and marketing tech stack with internally developed tools and externally sourced apps to increase our marketing reach, improve the prospect experience, enhance automation, and increase straight-through processing.

We improved our customer service productivity, contributing to the 2% increase in gross profit margin, whilst maintaining our 4.9/5.0 Platinum Customer Service Rating on Feefo and Customer Satisfaction (CSAT) score above 91%, which we introduced as a new measure in 2025.

Environmental, Social and Governance (ESG)

Increasing regulatory requirements and stakeholder expectations around ESG continue to drive demand for our products and services. Through our staff compliance and governance solutions, we help clients build ethical and resilient workplaces. Our digital-first delivery model reduces waste and carbon intensity.

We are equally committed to managing our own environmental and social impact. We have a long-term ambition to achieve net zero by 2050. During the year, we reduced our scope 3 upstream emissions by 27% and reaccredited with SOC 2, ISO 27001 and Cyber Essentials Plus and attained G-cloud accreditation for the public sector.

We maintained our accreditation as a Living Wage Employer and pride ourselves on our competitive employee value proposition. We offer wellbeing and benefits that include mental health training and support, medical and dental cover, share option grants, which all support engagement and retention, evidenced by our low employee turnover rate of 12% during the year. We are strongly committed to promoting inclusivity, sustainability, and integrity, and fostering diversity and well-being in our organisation.

Vivek Dodd

Chief Executive Officer

28 April 2026

Financial Review

2025 clearly demonstrated the financial strength of our business model. A fourth consecutive year of over 20% growth in subscription revenues and 2% gross margin growth led to a 202% increase in EBITDA on the year and 145% cash conversion. By ending the year with a 19% increase in ARR and £12.7m of net cash we are well-positioned for future growth both organically and by acquisition should opportunities arise.

Revenues for the year ended 31 December 2025 increased by 16% to £15.3 million (2024: £13.2 million), driven by new subscription customers, with ARR* growing 19% on the year to £13.8 million (2024: £11.6 million). In contrast, overheads increased by £0.9m/9% with average headcount increasing 4%. EBITDA increased by £1m to £1.5m on the year (2024 EBITDA: £0.5m). Net cash at year-end of £12.7 million, 39% above last year (2024: £9.1 million), with free cash flow of £3.7 million (2024: 2.0 million).

Key Performance Indicators

Key performance indicators (KPIs) tracked through monthly reviews against targets approved by the Board.

2025 KPI's			2025	2024	% YOY
Financial
	ARR* at 31 December	£m	13.8	11.6	19%
	ARR YoY Growth %	%	19%	25%	-6%
	Total Revenue	£m	15.3	13.2	16%
	Subscription revenue	£m	13.3	11.0	21%
	Recurring revenue mix	%	87%	83%	4%
	Total Gross Margin	%	75.7%	73.6%	2%
	EBITDA	£m	1.5	0.5	202%
	Rule of 40***	%	29%	29%	0%
	Basic EPS	p	1.450	0.572	154%
	Total dividend per share	p	0.620	0.517	20%
	Cash in bank	£m	12.7	9.1	39%
	Free cash flow**	£m	3.7	2.0	87%

Non-Financial
	Average ARR per client (excl Core)	£	11,133	10,206	9%
	ARR from Core/Enhanced/Premium at 31 December	£m	1.9	0.8	125%
	% Total ARR from Core/Enhanced/Premium	%	14%	7%	90%
	Net revenue retention (NRR) %	%	101%	101%	0%
	Churn	%	7.4%	11.4%	-4%
	Headcount at 31 December		125	120	4%

* defined later in the financial report in Alternative Performance Measures section

Revenues

62% of total revenue were derived from clients in the financial services sector, materially consistent with the previous year (2025: 61%). 81% of total revenues were derived from the UK (2024: 78%), 8% from the EU (2024: 11%) and 11% from elsewhere (2024: 11%). The top 10 customers accounted for 16% of total revenues in line with 2024.

Subscription revenues typically accrue from twelve-month contracts, invoiced up front, for our compliance e-learning libraries and compliance technology. During 2025, subscription revenue growth helped grow the proportion of revenues from subscriptions to 87% (2024: 83%) of total revenues.

ARR

The Group monitors Annual recurring revenue (ARR*) as a key performance indicator to measure subscription sales progress. ARR grew by 19% to £13.8 million over the past 12 months (31 December 2024: £11.6 million). Average ARR per client increased 9% (excluding Core Compliance) on the previous year to £11,133 (2024: £10,206), and the number of ARR clients increased 8% to 1,221 (2024: 1,133).

New sales lifted ARR by 18% from December 2024, and the net retention rate was 101% (2024: 101%), which included 7% churn (2024: 11%). 2025 net retention was boosted by a standard 3% price rise on new business and renewals throughout the year (2024: 7%). Since the IPO in December 2021, ARR has achieved a 4-year compound annual growth rate of 24%.

ARR growth was supported by several recently launched products or plans. In January 2024, Skillcast Premium was launched, an all-inclusive service bundle that includes e-learning and all our compliance management "GRC" products to support upsells. ARR from Premium Plan increased 69% on the year in 2025 to account for 9.1% of total ARR at 31 December 2025 (6.4% at 31 December 2024).

In December 2023, we released Skillcast Core Compliance, our self-serve, cost-effective compliance e-learning solution for small businesses with up to 50 users. ARR from CoreCompliance increased 169% on the year in 2025 to account for 1.5% of total ARR at 31 December 2025 (0.6% at 31December 2024).

In January 2025, we launched our Enhanced Learning plan which bundles our collection of features designed to enhance the learning experience and improve efficiency. Enhanced Learning accounted for 3% of total ARR at 31 December 2025.

The combined ARR from our three new products/plans described above increased 125% at 31 December 2025 on the same date in the prior year, with their contribution to mix of total ARR increasing by 90% to 13.6% (31 December 2024: 7.1%).

ARR mix by package	2025 (000s)	2024 (000s)	YOY %	31.12.25	31.12.24	Change
Standard	£11,920	£10,807	10%	86.4%	92.9%	-6.4%
Core	£202	£75	169%	1.5%	0.6%	0.8%
Enhanced	£413	£9	4561%	3.0%	0.1%	2.9%
Premium	£1,261	£748	69%	9.1%	6.4%	2.7%
Non-standard sub-total	£1,875	£832	125%	13.6%	7.1%	6.4%
Total ARR	£13,795	£11,639	19%	100.0%	100.0%	0.0%

Revenue from Professional Services was £2.0 million, which was 9% below the same period last year (2024: £2.3 million). The reduction reflects the continued challenges faced in the non-strategic bespoke e-learning market.

Gross profit

Gross profit margin increased by 2.1 percentage points to 75.7% (2024: 73.6%). The increase was primarily due to a continued reduction in the Professional Services team in response to falling demand for bespoke Professional Services. As a result of headcount reductions made in 2024 as a response to the falling demand, gross margins for Professional Servies increased by 9% points to 62% (2024: 53%). Gross Margin from our SaaS revenues remained level on the year at 78%.

Overheads

Overheads were £10.4 million in the period, a 9% increase on the prior year of £0.9 million (2024: £9.5 million). 74% of overheads are employee-related in line with the previous year (2024: 78%), and the 9% increase in overhead employment costs was driven by a 4% average employment cost increase and 5% increase in average headcount. The 6% increase in the year from non-people costs was mainly from increased marketing, professional fees and share-based payment charge from 3.3 million share options which were granted to employees during the year.

Overheads excluding depreciation and amortisation as a percentage of ARR continued to fall during the year and represented 73% of ARR in 2025, 6 percentage points below 2024.

Headcount

On 31 December 2025, the total headcount had increased by 5 to 125 (31 December 2025: 120). Total average headcount increased in 2025 by 3% to 125 (2024: 121). The largest growth area was in the client services function, with an increase of four heads during the period. Total staff costs increased 8% to £10.2 million (2024: £9.5 million), with average salary increases of 4% awarded in January 2025.

EBITDA

As a consequence of continued operational gearing in the business, increasing gross margin and slower overhead growth, the Group delivered a 202% increase in EBITDA of £1.5 million (2024: £0.5 million).

The Group's stated medium-term aim is to achieve The Rule of 40***, which was 29% in 2025 (ARR increase +19%, EBITDA margin +10%) and in line with the prior year (ARR increase +25%, EBITDA margin +4%).

Depreciation and amortisation

The Group incurred £0.2 million in depreciation and amortisation (December 2024: £0.3 million) relating to office and IT equipment and leases for its two offices in London and Malta. The Group does not capitalise any research or development costs.

Interest receivable

£0.4 million of bank interest was received on cash balances during the year (2024: £0.3 million) as the Group benefited from increased surplus cash on deposit.

Tax

The Group reported a profit before tax of £1.6 million (2024: £0.5 million).

The taxation charge for the Group in 2025 was £0.3 million. The effective tax rate in 2025 is 21% due primarily to the lower corporation tax rate of 5% in the Maltese subsidiaries compared to 25% in the UK.

Earnings per share (EPS)

The basic earnings per share for the period was 1.450 pence on 89.5 million shares (2024: 0.572 pence). On a diluted basis, on 91.3 million shares, the EPS was 1.421 pence (2024: 0.570p).

Dividends

With a business backed by strong ARR growth supporting future recurring revenues that provide strong cash generation, the Board is committed to paying dividends. Our stated dividend policy for the foreseeable future is to increase dividends broadly in line with increases in subscription revenues.

Accordingly, at the AGM on 23 June 2026, the Board will propose a final dividend per share of 0.418 pence per share, up 20% on the 0.349 pence paid as the final dividend for 2024. Taken in combination with an interim dividend per share of 0.202 pence that was paid in October 2025 this will result in a full year dividend per share of 0.620 pence (2024: 0.517 pence) an increase of 20%. The final dividend will be paid on 24 July 2026 to shareholders on the register on 3 July 2026.

Balance sheet and cash flow

Net assets at 31 December 2025 were £7.0 million (31 December 2024: £5.8 million). The £1.2 million increase in the year was due to the £1.3 million in comprehensive income in the year and £0.3 million increase in the share option reserve, less £0.5 million of dividend payments.

Non-current assets of £0.7 million at 31 December 2025 in line with the prior year. Reductions in property, plant and equipment and right-of-use assets were offset by increases in deferred tax asset principally from the increase in the intrinsic value of employee share options. The Group does not capitalise any intellectual property additions to its products' content or technology, and costs are expensed as they are incurred.

Current assets, excluding cash, were £3.6 million at 31 December 2025 (31 December 2024: £4.3 million). This predominantly includes trade receivables, which reduced 7% to £2.9 million at 31 December 2025 (31 December 2024: £3.1 million) despite the 16% growth in revenue on the year through improved cash collection and the introduction of standard subscription contract auto-renewal terms introduced during 2024. As a consequence, debtor days at 31 December 2025 were 45 (31 December 2024: 54). Debtors more than 60 days overdue represented 6% of trade receivables at 31 December 2025 (31 December 2024: 11%). Other non-trade receivables were £0.8m at 31 December 2025, a £0.5m reduction due to a receipt of Maltese withholding tax relating to tax rebates on dividends declared from subsidiary companies (31 December 2024: £1.3m).

Total liabilities at 31 December 2025 of £10.0 million increased by £1.7 million on the year (31 December 2024: £8.3 million). The biggest contributor to the increase was a £1.6 million increase in unrecognised revenue from signed contracts, representing a 28% increase on the year reflecting the growth in ARR and the more efficient renewal process.

The Group has no bank debt and at 31 December 2025, held cash of £12.7 million (31 December 2024: £9.1 million). Free cash flow** during the year was £3.7 million (2022: £2.0 million) as the Group generated cash from a return to profitability of £1.6 million (2024: £0.5 million), and upfront payments from a growing contractual book of £1.6 million (2024: £1.8 million) and £0.5 million withholding tax credit receipt relating to prior years.

Alternative Performance Measures

The Group elects to report certain financial measures not defined or recognised under IFRS, including EBITDA. See note 3 of the Group Consolidated Accounts, Annual Recurring Revenue (ARR) and Free Cash Flow defined below.

*Annual Recurring Revenue (ARR)

ARR is also used to assess the performance and the trend of subscription revenue. ARR is calculated by multiplying the Monthly Recurring Revenue ("MRR") by twelve. MRR is defined as the subscription revenue recognised in a month, excluding any retrospective upward adjustments arising at the end of the contract where there have been more subscribers than a client originally contracted for, less any contract losses (Churn) or downward adjustments arising on contract renewal. The Directors consider that the ARR, derived from software-as-a-service (SaaS) sales, is a key measure of the performance of the business.

** Free cash flow is calculated as net cash flows from operations less capital expenditure and lease costs.

*** Rule of 40

The Rule of 40 is defined as the addition of the EBITDA percentage margin in the year and the ARR percentage growth on the previous year.

Richard Steele

Chief Financial Officer

28 April 2026

Skillcast Group PLC
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2025

	Note	2025	2024
			£


Revenue	4	15,348,469	13,240,009
Cost of sales		(3,731,716)	(3,495,768)

Gross profit	4	11,616,753	9,744,241

Administrative expenses		(10,351,289)	(9,499,526)

Operating profit		1,265,464	244,715
Earnings before interest, tax, depreciation & amortisation	3	1,507,460	499,958

Other Income		-	400
Finance income		375,825	328,330
Finance expense		(9,206)	(24,806)

Profit before taxes	5	1,632,083	548,639

Income tax	7	(335,357)	(37,270)

Profit after tax and total comprehensive income		1,296,726	511,369

Earnings per share:
Basic	17	1.450p	0.572p
Diluted	17	1.421p	0.570p

Skillcast Group PLC
Consolidated statement of financial position
As at 31 December

		Note	2025			2024
			£			£
Assets
Non-current assets
Property, plant and equipment		10	213,867			265,146
Right-of-use assets		11	158,468			309,196
Intangible Assets			8,456			-
Deferred tax assets		14	328,630			84,611
			709,421			658,953
Current assets
Trade and other receivables		8	3,605,942			4,330,686
Cash and cash equivalents		9	12,684,596			9,115,118
			16,290,538			13,445,804

TOTAL ASSETS			16,999,959			14,104,757

Issued capital and reserves attributable to owners
Share capital		16	89,459			89,459
Share Premium			3,490,541			3,490,541
Share Option Reserve		19	740,737			388,731
Retained earnings			2,672,665			1,868,861
Total equity			6,993,402			5,837,592

Liabilities
Current liabilities
Trade and other payables		12	2,228,984			2,200,156
Contract liability		13	7,270,906			5,684,309
Current lease liabilities			71,902			184,964
Income tax payable		13	344,345			35,414
			9,916,137			8,104,843
Non-current liabilities
Long-term lease liabilities			90,420			162,322
			90,420			162,322

Total liabilities			10,006,557			8,267,165

TOTAL EQUITY AND LIABILITIES			16,999,959			14,104,757


Skillcast Group PLC
Consolidated statement of changes in equity
For year ended 31 December 2025
	Note	Share capital		Share Premium	Share Option Reserve		Retained earnings	Total
1 January 2024		89,459		3,490,541	355,029		1,757,376	5,692,405
Comprehensive Income for the year
Profit for the year		-		-	-		511,369	511,369
Total comprehensive Income for the period for the year		-		-	-		511,369	511,369
Contributions by and distributions to owners
Share Option Reserve		-		-	33,702		-	33,702
Dividends - Prior Year	19						(249,592)	(249,592)
Dividends - Current Year	19	-		-	-		(150,292)	(150,292)
Total contributions by and distributions to owners		-		-	33,702		(399,884)	(366,182)

31 December 2024		89,459		3,490,541	388,731		1,868,861	5,837,592


1 January 2025		89,459		3,490,541	388,731		1,868,861	5,837,592
Comprehensive Income for the period for the year
Profit for the year		-		-	-		1,296,726	1,296,726
Total comprehensive Income for the period for the year		-		-	-		1,296,726	1,296,726
Contributions by and distributions to owners
Share-based payments: excess tax benefit credited to equity	15	-		-	262,777		-	262,777
Share Option Reserve		-		-	89,229		-	89,229
Dividends - Prior Year	19						(312,214)	(312,214)
Dividends - Current Year	19	-		-	-		(180,708)	(180,708)
Total contributions by and distributions to owners		-		-	352,006		(492,922)	(140,916)

31 December 2025		89,459		3,490,541	740,737		2,672,665	6,993,402

Skillcast Group PLC
Consolidated statement of cash flows
For the year ended 31 December

				Note	2025		2024
					£		£
Cash flows from operating activities
Profit before tax					1,632,083		548,639

Adjustments for:
Depreciation of property, plant and equipment				3	90,641		102,051
Depreciation of right-of-use assets				3	150,728		150,728
Amortisation of Intangible assets				3	627		-
Finance income					(375,825)		(328,330)
Share based payment					89,229		33,702
Finance expense					9,206		24,806
Unrealised foreign exchange (gain)/ loss					(6,718)		4,670
					1,589,971		536,266
Changes in working capital
(Increase)/decrease in trade and other receivables					724,742		(90,918)
Increase in trade and other payables, including contract liabilities					1,615,422		1,812,620

Cash generated from operations					3,930,135		2,257,968

Income taxes paid					(7,663)		(98,263)
Net cash flows from operating activities					3,922,472		2,159,705

Cash flow from investing activities
Purchases of property, plant and equipment					(39,362)		(43,435)
Purchases of intangible assets					(9,083)		-
Interest received					375,825		328,330
Net cash generated in investing activities					327,380		284,895

Cash flow financing activities
Principal paid on lease liabilities					(184,964)		(121,803)
Dividends paid					(492,922)		(399,884)
Interest paid on lease liabilities					(9,206)		(24,806)
Net cash (used in) financing activities					(687,092)		(546,493)

Net increase in cash and cash equivalents					3,562,760		1,898,107
Effects of foreign exchange fluctuations on cash and cash equivalents					6,718		(4,670)
Cash and cash equivalents at beginning of period					9,115,118		7,221,681

Cash and cash equivalents at end of period					12,684,596		9,115,118

Skillcast Group PLC
Notes to the consolidated financial statements
31 December 2025


1		General Information
		Skillcast Group PLC ('Company') is registered in the United Kingdom with registration number 12305914 and is limited by shares and registered on the London AIM stock exchange. Its registered office is at 80 Leadenhall Street, London, England, EC3A 3DH. The Company is the ultimate parent of Inmarkets Ltd, Inmarkets Group Ltd and Inmarkets International Ltd.
		This report and financial statements reflect the consolidated activities and transactions of the Company and other group companies ('Group').
		The Company is primarily involved in providing management services to other entities in the group. The Group provides software and content subscriptions and related professional services to enable companies to transform their staff compliance. Operating from its two bases, in London and Malta, the Group helps companies across a broad spectrum of industry sectors in the UK, EU and in the rest of the world, to train their staff and demonstrate compliance with various laws, regulations, and standards that are relevant for their business.

2.1		Basis of preparation and statement of compliance
		The Financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2025 or 2024 but is derived from the 2025 accounts. A copy of the statutory accounts for the year to 31 December 2025 will be available on the Company's website and will be delivered to the Registrar of Companies following the Company's AGM. The auditors have reported on those accounts, their report was (i) Unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 in respect of the accounts for 2024 nor 2025. Whilst the financial statements from which this announcement is derived have been prepared in accordance with UK-adopted International Accounting Standards and applicable law, this announcement does not itself contain sufficient information to comply with the UK-adopted International Accounting Standards. The Annual Report, containing full financial statements that comply with UK-adopted International Accounting Standards, will be published to shareholders later in May 2025.
		The group meets its day to day working capital requirements from the cash flows generated by its trading activities and it's available cash resources. As at the 31st of December 2025 the group had £12.7 million of cash. The group prepares cash flow forecasts and reforecasts regularly as part of the business planning process. The directors have reviewed forecast cash flows for the forthcoming 12 months for the group from the date of the approval of the financial statements and consider that the group will have sufficient cash resources available to meet its liabilities as they fall due.
2.2		Summary of material accounting policies
		Revenue recognition
		Software as a Service (SaaS) subscriptions
		The Group provides subscriptions for the right of access to its content and technology products to clients for subscription periods of typically twelve months.
		Revenue is recognised evenly (apportioned on a monthly basis), over the contractual period of the subscription for all products and services contracted for.
		The Group has fulfilled its performance obligations once all products and services have become available for use for the client, and recognises revenue on this basis irrespective of whether the products or services are subsequently used.
		The balance of the revenue which has not been recognised at the reporting date is deferred as a contract liability in current liabilities, until it is due to be recognised as revenue.
		Professional services
		The Group provides customised and standard content to its clients provided under fixed-price contracts which is generally non-recurring revenue.
		Fixed price contracts are recognised on the percentage of completion method unless the outcome of the contract cannot be reliably determined, in which case contract revenue is only recognised to the extent of contract costs incurred that are recoverable. This is because either the Group is creating an asset with no alternative use to it and the contract contains the right to payment for work completed to date, or the client is simultaneously receiving and consuming the benefits of the Group's services as it performs.
		Business development costs incurred as part of a bid or tender process are expensed as incurred. There are no material costs incurred during the period between the contract being awarded and service delivery commencing.
		For fixed-price contracts, the client pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, an amount recoverable on contract assets is recognised. Conversely, if the payments exceed the services rendered, a liability is recognised.
		Amounts recoverable on contracts are included in current assets and represent revenue recognised on account.

		Segmentation
		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-maker (which takes the form of the Board of Directors of the Group), in order to allocate resources to the segment and to assess its performance. The Directors of the Group consider the Group is organised as one business unit and all assets, liabilities, revenues and expenditure are retained and recorded as such. However, the Group does segment revenue by type of revenue, namely SaaS subscriptions and Professional Services, and on a geographic basis.
		However, the Group analyses and consider costs and gross profit of SaaS and Professional Services. The Group apportions Cost of Sales between the two operating segments on a time spent and notional allocation basis. It is expected that this will continue in the future and be developed further. The purpose of this is to provide more insight for decision making. See note 4 for gross profit information.

		Foreign currencies
		The financial statements are presented in the Company's functional currency, Pounds Sterling, being the currency of the primary economic environment in which the Group operates. Transactions denominated in currencies other than the functional currency are translated at the rates of exchange ruling on the date of transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are re-translated to the functional currency at the exchange rate ruling at year end. Exchange differences arising on the settlement and on the re-translation of monetary items are dealt with in the statement of comprehensive income. When deemed to be material these will be disclosed.

		Taxes
		Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.
	Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
	Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.
	Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
	Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
	Current tax assets and liabilities are offset when the Group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
	Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to set off its current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
	For equity-settled share-based payments, the Group recognises a deferred tax asset for the expected future tax deduction. The deferred tax credit is allocated between profit or loss and equity: the portion that relates to the cumulative IFRS 2 expense is recognised in profit or loss, and any excess tax benefit is recognised directly in equity.
	In 2025, the Group's Maltese subsidiaries elected to become members of a Maltese Fiscal Unit, with Inmarkets Group Limited acting as the Principal Taxpayer responsible for filing and settling a single Maltese tax return for the unit. The arrangement affects only the measurement and allocation of current and deferred taxation in accordance with IAS 12 Income Taxes. Each Maltese entity continues to recognise its own taxable profit or temporary differences, adjusted for amounts allocated under the Fiscal Unit mechanism. Any resulting intra-group tax-allocation balances are eliminated on consolidation. The Fiscal Unit does not affect the Group's consolidation boundary or the basis of consolidation under IFRS 10.
3	Earnings before interest, tax, depreciation, and amortisation EBITDA


			2025			2024
			£			£

	Operating profit		1,265,464			244,715
	Other interest		-			2,464
	Depreciation - PPE		90,641			102,051
	Depreciation - ROU		150,728			150,728
	Amortisation - Intangible assets		627			-
	EBITDA		1,507,460			499,958


	EBITDA is not a term recognised under IFRS and therefore the reported figures may not be comparable to other companies with similar measures.

4	Revenue & gross profit
			2025			2024
			£			£
	Revenue by major product lines
	Software as a Service (SaaS) subscriptions (i)		13,299,407			10,987,628
	Professional services (ii)		2,049,062			2,252,381
			15,348,469			13,240,009

	(i) SaaS subscriptions - The Group provides right of access of subscriptions to its content and technology products to the customer over time for the subscription periods that are typically twelve months. The revenue is recognised evenly over the period of the subscription. This revenue includes subscriptions to: (a) Skillcast Portal - the Group's integrated compliance management application that comes with a broad range of tools, namely SELMS, Policy Hub, Compliance Declarations, Surveys, Compliance Registers, Training 360, Events Management and SMCR 360; and (b) the Skillcast OTS course libraries, namely Essentials, FCA Compliance, Insurance Compliance and Risk.
	(ii) Professional services - The Group provides customised and standard content to its clients under fixed-price contracts. This non-recurring revenue includes: (a) bespoke e-learning development projects for large corporates; (b) translations of those bespoke courses; (c) customisation of OTS courses for subscription clients; and (d) other content and technology consultancy.

			2025			2024
			£			£
	Gross profit by product lines
	Software as a Service (SaaS) subscriptions (i)		10,355,293			8,548,375
	Professional services (ii)		1,261,460			1,195,866
			11,616,753			9,744,241

	The Group has analysed costs along product lines after having identifiable direct costs and using judgement to allocate other direct costs such as staff based on a proportion related to that product line.

2025

2024

Revenue geographic split by customer

12,415,176

10,393,492

Europe

1,192,370

1,444,687

Rest of world

1,740,923

1,401,830

15,348,469

13,240,009

Non-current assets in which they are based are shown below:

Property, plant and equipment

102,684

140,673

Malta

111,183

124,473

213,867

265,146

Right of use assets

43,940

149,492

Malta

114,528

159,704

158,468

309,196

Intangible assets

8,456

Malta

8,456

Profit before taxes

The profit before taxation is stated after charging the following amounts:

2025

2024

Staff cost (CoS)

2,547,935

2,443,389

Subcontracted services (Admin and CoS)

731,728

667,124

Staff costs (Admin)

6,416,318

5,877,136

Directors' salary & wages

1,045,059

1,128,125

Professional fees

584,902

486,877

Depreciation and amortisation expense

241,996

252,780

Fees payable to the Company's auditor for the audit of Parent and Subsidiaries

75,485

99,425

The aggregate amount of research and development expenditure recognised as expenses during the period is £1,482,709 (2024: £1,291,200).

Staff costs and employee information

2025

2024

Salaries & wages

8,477,640

8,291,777

Social security costs

997,575

841,545

Pension

534,077

189,440

Share-based payment expenses

89,223

33,702

Other payroll costs

122,114

92,186

10,220,629

9,448,650

The Group companies contribute towards the state pension in accordance with local legislation. The only obligation of the companies is to make the required contributions. Costs are expensed in the period in which they are incurred. In April 2024 the Group switched to a salary sacrifice scheme in the UK.

Number of staff

At 31 December

Average

2025

2024

2025

2024

Directors

Administration

Client Service

Operations/Production

Sales & Marketing

Finance

Technology

125

120

125

121

Key management personnel

The remuneration of key management personnel (considered to be the Directors and Senior Management) is £1,531,210 (2024: £1,418,369) and is set out in the table below in aggregate for each of the categories specified in IAS24: Related Party Disclosures. See note 18 for additional information relating to related party transactions that are included in the table below.

2025

2024

Directors

Senior Management

Total

Directors

Senior Management

Total

Wages and Salaries

1,045,059

123,831

1,168,890

926,118

111,001

1,037,119

Social Security

137,193

2,429

139,621

149,600

2,410

152,010

Pension

55,188

3,328

58,516

44,651

Share-based payment expenses

11,743

904

12,647

563

13,343

13,906

Other benefits

7,193

Consultancy fees

144,342

163,490

1,256,376

274,834

1,531,210

1,128,125

290,244

1,418,369

The Company made contributions to defined contribution personal pension schemes for three Directors in the period (2024: three).

Vivek Dodd is a Director and owns more than 50% of the shares in the parent company and is the ultimate controlling party.


7	Income tax expense
		2025	2024
		£	£
	Current year tax charge	344,345	19,120
	Prior year tax charge	(27,746)	80,123
	Deferred tax movement	(601)	(61,973)
	Prior year deferred tax charge	19,359	-
		335,357	37,270
	A reconciliation of the current income tax expense applicable to the profit before taxation at the statutory rate to the current income tax expensed at the effective tax rate of the Company is as follows:

		2025	2024
		£	£
	Profit before taxation	1,632,083	548,639
	Tax calculated at applicable UK statutory tax rate of 25% (2024: 25%)	408,021	135,757
	Tax effects of:
	-Expenses not deductible for tax purposes	25,879	21,951
	-Utilisation of losses brought forward	-	(118,100)
	-Differing tax rates due to trade in different jurisdictions	(72,915)	23,080
	-Prior year tax paid and adjustment	(28,366)	83,089
	-Deferred tax credited to equity	262,777	-
	-Deferred tax movement and temporary differences	(260,916)	(119,508)
	-Other adjustments	877	11,001
	Current income tax	335,357	37,270

	The Company provides for income taxes on the basis of its income for financial reporting purposes, adjusted for items that are not assessable or deductible for income tax purposes in accordance with the regulation of domestic tax authorities.
	The effective rate of tax for the year ended 31 December 2025 was 20.55% (2024: 7%). This effective tax rate is a combination of the following items:
	* the tax rates and tax regimes in the UK and Malta in which the businesses of the Company operate;
	* used capital losses;
	* the tax loss carry forward regulations in different jurisdictions.
	* the diverse tax treatments of deferred consideration amounts applied in each jurisdiction;
	* deferred tax;
	* As at 31/12/2024 the Group had unutilised trading losses of £66,607.
	The tax rates applicable in the jurisdictions are:
	* UK: The applicable statutory tax rate for 2025 is 25% (2024: 25%)
	* Malta: Income taxes are due at 5% (2024: 35%) of taxable income.

Current assets - trade and other receivables

2025

2024

Trade receivables

2,883,688

3,106,264

Less: Allowance for expected credit losses

(61,996)

(58,558)

2,821,692

3,047,706

Prepayments

425,713

404,704

Accrued Income

165,783

195,343

Maltese withholding tax

138,661

628,057

Other receivables

54,093

54,876

784,250

1,282,980

As of 31 December 2024, trade receivables totalled £2,883,688 (2024: £3,106,574). Within this figure, £2,169,751 was not due (2024: £2,060,434). The directors believe that the value of provisions is sufficient although any actual impairment can be higher or lower.

The Maltese withholding tax relates to withholding tax rebate claim post a Group restructure necessary for the IPO in December 2021. £0.5m was received in 2025 relating to 2021. £0.1m outstanding relating to 2022 expected to be received in 2026. No further rebates expected following the election made in 2024 to file as a Maltese Fiscal Group.

Current assets - cash and cash equivalents

2025

2024

Cash at bank

12,684,596

9,115,118

12,684,596

9,115,118

2025

2024

Geographic split

United Kingdom

12,123,992

8,715,774

Malta

560,604

399,344

12,684,596

9,115,118

2025

2024

Cash Held by Currency (in Pound Sterling)

Pound Sterling

12,326,517

8,520,192

Euro

337,754

538,828

Czech Koruna

374

135

US Dollar

19,951

55,963

12,684,596

9,115,118

Non-current assets - property, plant and equipment

The accounting policies for Property, Plant and Equipment ("PPE")are set out in Note 2.4 (Accounting Policies). In accordance with IAS 16.73(d), the Group discloses for each class of PPI the gross carrying amount and accumulated depreciation at the beginning and end of the reporting period, together with movements arising from additions, disposals, reclassifications, and depreciation charges.

Reconciliation of Carrying Amounts

Cost/Valuation

Computer Software & Hardware

Furniture and Fixtures

Office Equipment

Leasehold Improvements

Total

Gross carrying amount - 1 January 2024

614,617

210,325

49,407

225,190

1,099,539

Additions

39,054

3,850

490

43,470

Gross carrying amount - 31 December 2024

653,671

214,175

49,897

225,266

1,143,009

Gross carrying amount - 1 January 2025

653,671

214,175

49,897

225,266

1,143,009

Additions

35,283

1,190

2,324

565

39,362

Disposals *(see Disposals-Additional Required Detail)

- 457,997

- 58,495

- 44,806

- 561,298

Reclassifications/Transfers

3,355

Gross carrying amount - 31 December 2025

234,312

156,870

7,415

225,831

624,428

Accumulated Depreciation

Computer Software & Hardware

Furniture and Fixtures

Office Equipment

Leasehold Improvements

Total

Accumulated depreciation - 1 January 2024

544,368

108,756

46,928

75,760

775,812

Depreciation charge for the year

46,919

15,690

1,273

38,169

102,051

Accumulated depreciation - 31 December 2024

591,287

124,446

48,201

113,929

877,863

Accumulated Depreciation

Computer Software & Hardware

Furniture and Fixtures

Office Equipment

Leasehold Improvements

Total

Accumulated depreciation - 1 January 2025

591,287

124,446

48,201

113,929

877,863

Depreciation charge for the year

35,695

15,701

985

38,260

90,641

Disposals (relating to asset disposed)

- 457,997

- 58,495

- 44,806

- 561,298

Reclassifications/Transfers

3,355

Accumulated depreciation - 31 December 2025

172,340

81,652

4,380

152,189

410,561

Net Book Value

Computer Software & Hardware

Furniture and Fixtures

Office Equipment

Leasehold Improvements

Total

Net Book Value - 31 December 2024

62,384

89,729

1,696

111,337

265,146

Net Book Value - 31 December 2025

61,972

75,218

3,035

73,642

213,867

Geographic Split

Malta

Total

Net Book Value - 31 December 2024

140,673

124,473

265,146

Net Book Value - 31 December 2025

102,684

111,183

213,867

Disposals - Additional required detail

In accordance with IAS 16's reconciliation requirements (para. 73e), disposals must be disclosed as part of the movement schedule. The following table provides a clear breakdown of the disposed assets, including carrying amounts, proceeds, and gains or losses recognised:

Detailed Disposal Analysis

Computer Software & Hardware

Furniture and Fixtures

Office Equipment

Leasehold Improvements

Total

Carrying amount of assets disposed

457,997

58,495

44,806

561,298

Less: Accumulated depreciation reversed on disposal

- 457,997

- 58,495

- 44,806

- 561,298

Net book value at disposal date

Proceeds from disposal

Gain/(loss) on disposal recognised in profit or loss

During the year, the Group disposed of certain items of PPE primarily relating to obsolete and discarded IT Equipment, Furniture & Fixtures and Office Equipment.

Non-current assets - Right-of-use assets

The Group leases office premises. Right-of-use ("ROU") assets are recognised at the present value of future lease payments and subsequently measured at cost less accumulated depreciation and impairment, in accordance with IFRS 16. Depreciation is recognised on a straight-line basis over the shorter of the asset's useful life and the lease term.

Carrying amounts of ROU Assets

Leasehold property

Total

ROU assets - 1 January 2024

934,459

Additions (new leases)

Remeasurements/Modifications

Disposals/Lease terminations

ROU assets - 31 December 2024

934,459

ROU assets - 1 January 2025

934,459

Additions (new leases)

Remeasurements/Modifications

Disposals/Lease terminations

ROU assets - 31 December 2025

934,459

Accumulated Depreciation and Impairment

Accumulated depreciation - 1 January 2024

474,535

Depreciation charge for the year

150,728

Disposals/Lease terminations

Accumulated depreciation - 31 December 2024

625,263

Accumulated depreciation - 1 January 2025

625,263

Depreciation charge for the year

150,728

Disposals/Lease terminations

Accumulated depreciation - 31 December 2025

775,991

Net Book Value

Net book value - 31 December 2024

309,196

Net book value - 31 December 2025

158,468

Geographic Split

Malta

Total

Net book value - 31 December 2024

149,492

159,704

309,196

Net book value - 31 December 2025

43,940

114,528

158,468

Current liabilities - trade and other payables

2025

2024

Trade payables

286,490

179,695

Accruals

779,589

624,400

Amount due to shareholders

450

Sales and payroll taxes

687,920

1,294,594

Wages & Pension payable

474,535

101,017

2,228,984

2,200,156

Current liabilities - Contract liability

Subscriptions

Professional Services

Total

Balance at 1 January 2024

4,276,170

224,855

4,501,025

New Contracts

12,057,352

2,365,941

14,423,293

Revenue Recognised

(10,987,628)

(2,252,381)

(13,240,009)

Balance at 31 December 2024

5,345,894

338,415

5,684,309

Balance at 1 January 2025

5,345,894

338,415

5,684,309

New Contracts

14,769,659

2,165,407

16,935,066

Revenue Recognised

(13,299,407)

(2,049,062)

(15,348,469)

Balance at 31 December 2025

6,816,146

454,760

7,270,906

Current liabilities - Income tax

2025

2024

Corporation tax payable

344,345

35,414

Non-current liabilities - Deferred tax

2025

2024

Deferred tax asset

328,630

84,611

328,630

84,611

As at 31/12/2025 the Group derived £65,853 of the deferred tax asset from temporary timing differences (2024: £84,611) and £262,777 from Share-based payments (2024: NIL).

Breakdown of deferred tax by source

Share-based payments to equity

262,777

Other temporary differences

65,853

84,611

328,630

84,611

Movement in deferred tax during the year

Opening net deferred tax asset - 1 January

84,611

11,999

Prior Year Adjustment

(19,359)

Deferred tax credit to profit

601

72,612

Deferred tax credit recognised directly in equity

262,777

Closing net deferred tax asset - 31 December

328,630

84,611

Deferred tax (credit) to profit or loss

2025

2024

Origination and reversal of temporary differences

(18,758)

72,612

Share-based payments - P&L portion only

Deferred tax credit to profit

(18,758)

72,612

Deferred tax recognised directly in equity

2025

2024

Shared-based payments - excess tax deduction

262,777

Deferred tax assets have been recognised as it is probable that there will be sufficient future taxable profits available to recover or utilise them. The Group returned to profitability in 2024 after a planned period of investment. It has produced three year forecasts that support this judgement.

IAS 12 requires tax effects relating to items recognised in equity to also be recognised in equity, including excess tax deductions arising from share-based payments.

Equity - issued capital

2025

2024

Issued Shares

89,459,460

Par value per share

0.10p

Total

89,459

All shares in the Company are fully paid up. Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of, and amounts paid, on the shares held. On a show of hands, every member present at a meeting in person or by proxy shall have one vote and upon a poll, each share shall have one vote.

Earnings per share

Earnings per share (EPS) is calculated on the basis of profit attributable to equity shareholders divided by the weighted average number of shares in issue for the year.

Diluted earnings per share has been calculated on the same basis as above, except that the weighted average number of ordinary shares that would be issued on the conversion of the dilutive potential ordinary shares as calculated using the treasury stock method (arising from the Company's share option scheme and warrants) into ordinary shares has been added to the denominator.

2025

2024

Profit after tax

1,296,726

511,369

Weighted average number of ordinary shares (undiluted)

89,459,460

Effect of dilutive potential ordinary shares

1,796,711

274,595

Diluted average number of shares

91,256,171

89,734,055

Earnings per share (basic)

1.450p

0.572p

Earnings per share (diluted)

1.421p

0.570p

Dividends

2025

2024

Pence per

Dividend declared - Final 2024

0.349p

312,214

Dividend declared - Interim 2025

0.202p

180,708

Dividend declared - Final 2023

0.279p

249,592

Dividend declared - Interim 2024

0.168p

150,292

Dividend declared per share

0.551p

0.447p

During the period under review, the Group generated a profit after tax of £1,296,726 (2024: £511,369). A final dividend of £312,214 (0.349p) was declared and paid with regards to the year ended 2024 and £180,708 (0.202p) interim dividend was declared and paid with regards to the year ended 2025. The Group's policy is to at least maintain dividend payments.

The Board is proposing a final dividend of 0.418p per share. In combination with the interim dividend, if confirmed by the shareholders at the AGM, this will represent a total dividend for the year of £554,649 (2024: £462,282) or 0.620p per share based upon the number of shares currently in issue. If further approved by shareholders at the AGM on 23 June 2026, the final dividend will be paid on 24 July 2026 to shareholders on the register at the close of business on 3 July 2026.

Share options and warrants

Share options

The share option scheme, adopted by the Company after admission to AIM on 1 December 2021, was established to reward and incentivise the executive management team and staff for delivering share price growth. The option schemes are equity settled.

The share scheme is administered by the Remuneration Committee.

3,380,000 options were granted during 2025 with a weighted average fair value of 6 pence (2024: no options granted). 210,000 options lapsed during 2025 (2024: 600,000) with a weighted average fair value of 10 pence (2024: 10 pence) These fair values were based on the Company's share price at the date of grant. Out of the 8,210,000 outstanding options (2024: 5,080,000), 5,649,749 options were exercisable (2024: 3,193,033).

A charge of £89,223 (2024: £39,094) has been recognised in the consolidated statement of comprehensive income for the year relating to these options.

Options are exercisable in accordance with the contracted vesting schedules; if an employee leaves the employment of the Company prior to the options vesting, then unless otherwise agreed, the share options will lapse.

Details of the share options outstanding at the year-end are as follows:

Number

WAEP*

Number

WAEP*

2025

2024

Outstanding at 1 January as per 2024 Reporting

5,080,000

32.5p

5,680,000

32.5p

Adjustments to prior years

37.0p

Granted during the year

3,380,000

53.6p

Exercised during year

Lapsed during year

250,000

44.8p

600,000

35.1p

Outstanding at 31 December

8,210,000

40.6p

5,080,000

32.2p

Thereof exercisable at 31 December

5,649,749

34.3p

3,193,033

34.3p

* Weighted average exercise price

The weighted average remaining contractual life of the options outstanding at the statement of financial position date is 7.59 years.

Share options granted are valued under the Black-Scholes model. All options granted vest equally over 3 or 4 years. A dividend yield was assumed based on the Group's stated policy of paying £400,000 per annum. In January 2025 1,360,000 Options were granted with an exercise price of 42.50 pence and in October 2025 2,020,000 were granted with an exercise price of 61 pence. No options were granted in 2024. An expected volatility of 30% has been assumed for options granted in 2025. Options granted at the time of the IPO in 2021 had an exercise price equal to the IPO price of 37 pence.

Financing cash flows

A reconciliation of the financing cash flow is set out below:

2025

2024

Lease liability

At 1 January

347,286

469,089

Additions

Interest expense

9,206

24,806

Lease payments

(194,170)

(146,609)

At 31 December

162,322

347,286

Dividend liability

At 1 January

Dividends declared

492,922

399,884

Dividend payments

(492,922)

(399,884)

At 31 December

Net financing payments

(687,092)

(546,493)

Financing per statement of cash flows

(687,092)

(546,493)

A final dividend of £312,214 was declared and paid in 2025 with regards to the year ended 31 December 2024 and £180,708 interim dividend was also declared and paid for the year ended 31 December 2025.

Events after the reporting period

Apart from the final dividend declared as disclosed in note 20, no other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

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END

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Date	29 Apr 2026
Time	12:12:54
Category	Results
ID	4331C

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Date	29 Apr 2026
Time	12:12:54
Category	Results
ID	4331C

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